<PAGE>
 

       As filed with the Securities and Exchange Commission on August 20, 1997
                                                 Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                               ------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933
                               ------------------------

                                   ANTIVIRALS  INC.
                  (Exact name of registrant as specified in charter)
              OREGON                                   93-0797222
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                 Identification Number)
                               ------------------------
                            ONE S.W. COLUMBIA, SUITE 1105
                               PORTLAND, OREGON  97258
                                    (503) 227-0554
                  (Address, including zip code and telephone number,
          including area code, of registrant's principal executive offices)

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

                                   ANTIVIRALS  INC.
                              1992 STOCK INCENTIVE PLAN
                               (Full Title of the Plan)

                               ------------------------
                                DENIS R. BURGER, PH.D.
                               CHIEF EXECUTIVE OFFICER
                                   ANTIVIRALS INC.
                            ONE S.W. COLUMBIA, SUITE 1105
                               PORTLAND, OREGON  97258
                                    (503) 227-0554
               (Name, address, including zip code and telephone number,
                      including area code, of agent for service)

                               ------------------------
                                   with copies to:
                               BYRON W. MILSTEAD, ESQ.
                       ATER WYNNE HEWITT DODSON & SKERRITT, LLP
                222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                    (503) 226-1191

                           CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>

 Title of Securities to      Amount to be         Proposed Maximum          Proposed Maximum              Amount of
       be Registered         Registered       Offering Price per Share  Aggregate Offering Price       Registration
                                                         (1)                        (1)                     Fee
<S>                          <C>              <C>                       <C>                            <C>
 Common Stock, no             1,333,333
 par value                     shares                  $6.375                   $5,391,324                $1,633.73

</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h) the aggregate offering price is based on the
    exercise prices of outstanding options.


<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents are incorporated by reference into this
Registration Statement:

         (a)  Prospectus filed with the Securities and Exchange Commission (the
"SEC") under Rule 424(b) on June 5, 1997.

         (b)  Registration Statement on Form 8-A of the Company filed with the
SEC on May 29, 1997.

         (c)  All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein.  Pursuant to Section 60.047(2)(d) of the OBCA,
Article V of the Company's Third Restated Articles of Incorporation (the
"Articles") eliminates the liability of the Company's directors for monetary
damages to the Company or its shareholders, except for any liability related to
breach of the duty of loyalty, actions not in good faith and certain other
liabilities.  The Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law.

    Section 60.387, ET SEQ., of the OBCA allows corporations to indemnify their
directors and officers against liability where the director or officer has acted
in good faith and with a reasonable belief that actions taken were in the best
interests of the corporation or at least not adverse to the corporation's best
interests and, if in a criminal proceeding, the individual had no reasonable
cause to believe the conduct in question was unlawful.  Under the OBCA,
corporations may not indemnify against liability in connection with a claim by
or in the right of the corporation in which the director or officer was adjudged
liable to the corporation, but may indemnify against the reasonable expenses
associated with such claims.  Corporations may not indemnify against breaches of
the duty of loyalty.  The OBCA mandates indemnification against all reasonable
expenses incurred in the successful defense of any claim made or threatened
whether or not such claim was by or in the right of the corporation.  Finally, a
court may order indemnification if it determines that the director or officer is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances whether or not the director or officer  met the good faith and
reasonable belief standards of conduct set out in the statute.

    The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.


                                         -2-
<PAGE>

    In addition to the provisions contained in the Articles, the Bylaws of the
Company (the "Bylaws") also permit the Company to indemnify its directors and
officers.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.


ITEM 8.  EXHIBITS

    Number                        Description
    ------                        -----------
     5.0      Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
              legality of the securities being registered

    23.1      Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in
              legal opinion filed as Exhibit 5.0)

    23.2      Consent of Arthur Andersen LLP

    24.1      Powers of Attorney (included in signature page in Part II of the
              Registration Statement)

    99.1      AntiVirals Inc. 1992 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.1 to Registrant's Registration Statement
              on Form SB-2 (Commission File No. 333-20513))


ITEM 9.  UNDERTAKINGS

              (a)  The undersigned registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:

                   (i)  to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                   (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and

                   (iii)to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

              (b)  The undersigned registrant hereby undertakes that, for the
purpose of determining liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                         -3-
<PAGE>

              (c)  The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

              (d)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (e)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such a director, officer or controlling person in
connection with securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                         -4-
<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on the 20th day of August,
1997.


                             ANTIVIRALS  INC.



                             By:  /s/  Denis R. Burger, Ph.D.
                                 --------------------------------
                                     Denis R. Burger, Ph.D.
                                     Chief Executive Officer




                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Denis R. Burger, Ph.D. and Alan P. Timmins, and
each of them singly, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agent or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

    Witness our hands on the date set forth below.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


 
<TABLE>
<CAPTION>

        Signature                 Title                                                   Date
<S>                               <C>                                               <C>
/s/ Denis R. Burger, Ph.D.        Chief Executive Officer and Director              August 20, 1997
-----------------------------
Denis R. Burger, Ph.D.            (Principal Executive Officer)

/s/ Alan P. Timmins               Chief Operating Officer and Chief Financial       August 20, 1997
-----------------------------
Alan P. Timmins                   Officer (Principal Financial Officer)

</TABLE>
 
                                         -5-

<PAGE>

 
<TABLE>
<S>                               <C>                                               <C>
/s/ John A. Beaulieu              Director and Chairman of the Board                August 20, 1997
-----------------------------
John A. Beaulieu

/s/ James E. Summerton, Ph.D.     President and Director                            August 20, 1997
-----------------------------
James E. Summerton, Ph.D.

/s/ Dwight D. Weller, Ph.D.       Vice President and Director                       August 20, 1997
-----------------------------
Dwight D. Weller, Ph.D.


/s/ Nick Bunick                   Director                                          August 20, 1997
-----------------------------
Nick Bunick


/s/ James B. Hicks, Ph.D.         Director                                          August 20, 1997
-----------------------------
James B. Hicks, Ph.D.


/s/ Donald R. Johnson, Ph.D.      Director                                          August 20, 1997
-----------------------------
Donald R. Johnson, Ph.D.


/s/ James E. Reinmuth, Ph.D.      Director                                          August 20, 1997
-----------------------------
James E. Reinmuth, Ph.D.


/s/ Joseph Rubinfeld, Ph.D.       Director                                          August 20, 1997
-----------------------------
Joseph Rubinfeld, Ph.D.

</TABLE>
 

                                         -6-
<PAGE>

                                  INDEX TO EXHIBITS


    Exhibit                                                               Page
    Number              Exhibit                                           No.
                        -------                                           ----

     5.0      Opinion of Ater Wynne Hewitt Dodson & Skerritt as to the
              legality of the securities being registered

    23.1      Consent of Ater Wynne Hewitt Dodson & Skerritt (included in
              legal opinion filed as Exhibit 5.0)

    23.2      Consent of Arthur Andersen LLP

    24.1      Powers of Attorney (included in signature page in Part II of
              the Registration Statement)

    99.1      AntiVirals Inc. 1992 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.1 to Registrant's Registration
              Statement on Form SB-2 (Commission File No. 333-20513))


                                         -7-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16440}]
{"company-data": {"conformed-name": "ANTIVIRALS INC", "cik": "0000873303", "assigned-sic": "2834", "irs-number": "930797222", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34047", "film-number": "97667368"}, "business-address": {"street1": "ONE S W COLUMBIA", "street2": "STE 1105", "city": "PORTLAND", "state": "OR", "zip": "97258", "phone": "5032270554"}, "mail-address": {"street1": "ONE SW COLUMBIA", "street2": "SUITE 1105", "city": "PORTLAND", "state": "OR", "zip": "97258"}}
As filed with the Securities and Exchange Commission on August 20, 1997
                                                 Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                               ------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                           UNDER THE SECURITIES ACT OF 1933
                               ------------------------

                                   ANTIVIRALS  INC.
                  (Exact name of registrant as specified in charter)
              OREGON                                   93-0797222
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                 Identification Number)
                               ------------------------
                            ONE S.W. COLUMBIA, SUITE 1105
                               PORTLAND, OREGON  97258
                                    (503) 227-0554
                  (Address, including zip code and telephone number,
          including area code, of registrant's principal executive offices)

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

                                   ANTIVIRALS  INC.
                              1992 STOCK INCENTIVE PLAN
                               (Full Title of the Plan)

                               ------------------------
                                DENIS R. BURGER, PH.D.
                               CHIEF EXECUTIVE OFFICER
                                   ANTIVIRALS INC.
                            ONE S.W. COLUMBIA, SUITE 1105
                               PORTLAND, OREGON  97258
                                    (503) 227-0554
               (Name, address, including zip code and telephone number,
                      including area code, of agent for service)

                               ------------------------
                                   with copies to:
                               BYRON W. MILSTEAD, ESQ.
                       ATER WYNNE HEWITT DODSON & SKERRITT, LLP
                222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
                                    (503) 226-1191

                           CALCULATION OF REGISTRATION FEE
Title of Securities to      Amount to be         Proposed Maximum          Proposed Maximum              Amount of
       be Registered         Registered       Offering Price per Share  Aggregate Offering Price       Registration
                                                         (1)                        (1)                     Fee
Common Stock, no             1,333,333
 par value                     shares                  $6.375                   $5,391,324                $1,633.73
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h) the aggregate offering price is based on the
    exercise prices of outstanding options.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents are incorporated by reference into this
Registration Statement:

         (a)  Prospectus filed with the Securities and Exchange Commission (the
"SEC") under Rule 424(b) on June 5, 1997.

         (b)  Registration Statement on Form 8-A of the Company filed with the
SEC on May 29, 1997.

         (c)  All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein.  Pursuant to Section 60.047(2)(d) of the OBCA,
Article V of the Company's Third Restated Articles of Incorporation (the
"Articles") eliminates the liability of the Company's directors for monetary
damages to the Company or its shareholders, except for any liability related to
breach of the duty of loyalty, actions not in good faith and certain other
liabilities.  The Articles require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law.

    Section 60.387, ET SEQ., of the OBCA allows corporations to indemnify their
directors and officers against liability where the director or officer has acted
in good faith and with a reasonable belief that actions taken were in the best
interests of the corporation or at least not adverse to the corporation's best
interests and, if in a criminal proceeding, the individual had no reasonable
cause to believe the conduct in question was unlawful.  Under the OBCA,
corporations may not indemnify against liability in connection with a claim by
or in the right of the corporation in which the director or officer was adjudged
liable to the corporation, but may indemnify against the reasonable expenses
associated with such claims.  Corporations may not indemnify against breaches of
the duty of loyalty.  The OBCA mandates indemnification against all reasonable
expenses incurred in the successful defense of any claim made or threatened
whether or not such claim was by or in the right of the corporation.  Finally, a
court may order indemnification if it determines that the director or officer is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances whether or not the director or officer  met the good faith and
reasonable belief standards of conduct set out in the statute.

    The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.

                                         -2-
In addition to the provisions contained in the Articles, the Bylaws of the
Company (the "Bylaws") also permit the Company to indemnify its directors and
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

    Number                        Description
    ------                        -----------
     5.0      Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
              legality of the securities being registered

    23.1      Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in
              legal opinion filed as Exhibit 5.0)

    23.2      Consent of Arthur Andersen LLP

    24.1      Powers of Attorney (included in signature page in Part II of the
              Registration Statement)

    99.1      AntiVirals Inc. 1992 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.1 to Registrant's Registration Statement
              on Form SB-2 (Commission File No. 333-20513))

ITEM 9.  UNDERTAKINGS

              (a)  The undersigned registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement:

                   (i)  to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                   (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and

                   (iii)to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

              (b)  The undersigned registrant hereby undertakes that, for the
purpose of determining liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                         -3-
(c)  The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

              (d)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

              (e)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such a director, officer or controlling person in
connection with securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                         -4-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on the 20th day of August,
1997.

                             ANTIVIRALS  INC.

                             By:  /s/  Denis R. Burger, Ph.D.
                                 --------------------------------
                                     Denis R. Burger, Ph.D.
                                     Chief Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Denis R. Burger, Ph.D. and Alan P. Timmins, and
each of them singly, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agent or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

    Witness our hands on the date set forth below.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                 Title                                                   Date
/s/ Denis R. Burger, Ph.D.        Chief Executive Officer and Director              August 20, 1997
-----------------------------
Denis R. Burger, Ph.D.            (Principal Executive Officer)

/s/ Alan P. Timmins               Chief Operating Officer and Chief Financial       August 20, 1997
-----------------------------
Alan P. Timmins                   Officer (Principal Financial Officer)
-5-
/s/ John A. Beaulieu              Director and Chairman of the Board                August 20, 1997
-----------------------------
John A. Beaulieu

/s/ James E. Summerton, Ph.D.     President and Director                            August 20, 1997
-----------------------------
James E. Summerton, Ph.D.

/s/ Dwight D. Weller, Ph.D.       Vice President and Director                       August 20, 1997
-----------------------------
Dwight D. Weller, Ph.D.

/s/ Nick Bunick                   Director                                          August 20, 1997
-----------------------------
Nick Bunick

/s/ James B. Hicks, Ph.D.         Director                                          August 20, 1997
-----------------------------
James B. Hicks, Ph.D.

/s/ Donald R. Johnson, Ph.D.      Director                                          August 20, 1997
-----------------------------
Donald R. Johnson, Ph.D.

/s/ James E. Reinmuth, Ph.D.      Director                                          August 20, 1997
-----------------------------
James E. Reinmuth, Ph.D.

/s/ Joseph Rubinfeld, Ph.D.       Director                                          August 20, 1997
-----------------------------
Joseph Rubinfeld, Ph.D.
-6-
INDEX TO EXHIBITS

    Exhibit                                                               Page
    Number              Exhibit                                           No.
                        -------                                           ----

     5.0      Opinion of Ater Wynne Hewitt Dodson & Skerritt as to the
              legality of the securities being registered

    23.1      Consent of Ater Wynne Hewitt Dodson & Skerritt (included in
              legal opinion filed as Exhibit 5.0)

    23.2      Consent of Arthur Andersen LLP

    24.1      Powers of Attorney (included in signature page in Part II of
              the Registration Statement)

    99.1      AntiVirals Inc. 1992 Stock Incentive Plan (incorporated by
              reference to Exhibit 10.1 to Registrant's Registration
              Statement on Form SB-2 (Commission File No. 333-20513))

                                         -7-