SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

   INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b),
       (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
                               (Amendment No. 1)*


                               AVI BIOPHARMA, INC.
                                (Name of Issuer)

                    Common Stock, par value $.0001 per share
                         (Title of Class of Securities)

                                    637184108
                                 (CUSIP Number)


                                February 13, 2006
             (Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this
     Schedule is filed.

     [ ] Rule 13d-1(b)

     [X] Rule 13d-1(c)

     [ ] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 or  otherwise  subject to the  liabilities  of that  section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP No. 637184108                13G                         Page 2 of 6 Pages
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1.     NAME OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
       George W. Haywood
--------------------------------------------------------------------------------

2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                            (a) [ ]
                                                            (b) [ ]
--------------------------------------------------------------------------------

3.     SEC USE ONLY
--------------------------------------------------------------------------------

4.     CITIZENSHIP OR PLACE OF ORGANIZATION
       U.S.A
--------------------------------------------------------------------------------

  NUMBER OF        5.      SOLE VOTING POWER             4,381,000(1)
  SHARES
  BENEFICIALLY     -------------------------------------------------------------
  OWNED BY         6.      SHARED VOTING POWER           300,000 (2)
  EACH
  REPORTING        -------------------------------------------------------------
  PERSON WITH      7.      SOLE DISPOSITIVE POWER        4,381,000(1)

                   -------------------------------------------------------------
                   8.      SHARED DISPOSITIVE POWER      300,000 (2)

--------------------------------------------------------------------------------

 9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       4,681,000
--------------------------------------------------------------------------------
 10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE
       INSTRUCTIONS)
                                                                 [  ]
--------------------------------------------------------------------------------
11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       9.1%

--------------------------------------------------------------------------------
12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
       IN
--------------------------------------------------------------------------------

(1) Includes 81,000 shares underlying call options.
(2) Represents shares owned by spouse.

                                       2



Item 1(a).    Name of Issuer:

              Avi Biopharma, Inc.

Item 1(b).    Address of Issuer's Principal Executive Offices:

              One SW Columbia Street, Suite 1105, Portland, Oregon 97258

Item 2(a).    Name of Person Filing:

              George W. Haywood

Item 2(b).    Address of Principal Business Office or, if none, Residence:

              c/o Cronin & Vris, LLP, 380 Madison Avenue, 24th Floor, New York,
              New York 10017

Item 2(c).    Citizenship:

              U.S.A

Item 2(d).    Title of Class of Securities:

              Common Stock, par value $.0001 per share

Item 2(e).    CUSIP Number

              637184108

Item 3.       If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
              or (c), Check Whether the Person  Filing is a:

              (a)[ ] Broker or dealer registered under Section 15 of the
                     Exchange Act.

              (b)[ ] Bank as defined in Section 3(a) (6) of the Exchange Act.

              (c)[ ] Insurance company as defined in Section 3(a)(19)of the
                     Exchange Act.

              (d)[ ] Investment company registered under Section 8 of the
                     Investment Company Act.

              (e)[ ] An investment adviser in accordance with Rule 13d-1(b)(1)
                     (ii) (E).

              (f)[ ] An employee benefit plan or endowment fund in accordance
                     with Rule 13d-1(b)(1)(ii)(F).

              (g)[ ] A parent holding company or control person in accordance
                     with Rule 13d-1(b)(1)(ii)(G).

              (h)[ ] A savings association as defined in Section 3 (b) of the
                     Federal Deposit Insurance Act.

                                       3




              (i)[ ] A church plan that is excluded from the definition of an
                     investment company under Section 3(c)(14) of the Investment
                     Company Act.

              (j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Item 4.        Ownership.

               Provide the following  information regarding the aggregate number
               and percentage of the class of securities of the issue identified
               in Item 1.

       (a) Amount Beneficially Owned:                                  4,681,000
       (b) Percent of Class:                                                9.1%
       (c) Number of shares as to which such person has:

          (i)  sole power to vote or to direct the vote:               4,381,000
          (ii) shared power to vote or to direct vote:                   300,000
          (iii)sole power to dispose or to direct the disposition of:  4,381,000
          (iv) shared power to dispose or to direct the disposition of:  300,000

Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Included  as  shares  for  which  there  exist  sole  voting  and
               dispositive power are 81,000 shares underlying call options.

               Included  as shares  for which  there  exist  shared  voting  and
               dispositive  power  are  300,000  shares  owned by Mr.  Haywood's
               spouse,  which  spouse  would  have the right to the  receipt  of
               dividends from, and proceeds for the sale of, such shares.

Item 7.        Identification  and  Classification  of  the  Subsidiary  Which
               Acquired the  Security  being  reported on by the Parent  Holding
               Company or Control Person.

               Not applicable.

Item 8.        Identification and Classification of Members of the Group.

               Not applicable.

Item 9.        Notice of Dissolution of Group.

               Not applicable.

Item 10.       Certification.

               By signing  below I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect.


                                       5




                                    SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


                                         February 14, 2006
                                     -----------------------
                                             (Date)

                                       /s/George W. Haywood
                                     -----------------------
                                           (Signature)


                                        George W. Haywood
                                     -----------------------
                                          (Name/Title)