**EXHIBIT 31.1**

 

**CERTIFICATION PURSUANT TO**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, J. David Boyle II, certify that:

 

1.     I havereviewed this Amendment No. 2 to Annual Report on Form 10-K/A of AVI BioPharma, Inc.(the “Registrant”).

 

2.     Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report.

 

4.     I amresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and I have:

 

(a)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under my supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to me by others within those entities, particularly during the period inwhich this report is being prepared; and

 

(b)   Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under my supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles; and

 

(c)   Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d)   Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

5.     I havedisclosed, based on my most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

(b)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
| Date:   May  24, 2010 |       |                                                                                                                                                                                                        |
|--------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 | By:        | /s/   J.  David Boyle II                                                                                                                                                                     |
| ** **                           | ** ** | **J.  David Boyle II  Interim President and Chief Executive Officer, and Senior Vice President and  Chief Financial Officer  (Principal Executive Officer and Principal Financial and Accounting Officer)** |

 

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