UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-31574
  AMERIGROUP
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

54-1739323(I.R.S. Employer
    Identification No.)4425 Corporation Lane,
    Virginia Beach, VA(Address of principal
    executive offices)

23462(Zip
    Code)   Registrants telephone number, including area code:
 (757) 490-6900
   þ o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Table
    of Contents
  Part I. Financial
    InformationItem 1.


Financial Statements


3Condensed Consolidated Balance Sheets as of June 30, 2008
    and December 31, 2007


3Condensed Consolidated Statements of Operations for the three
    and six months ended June 30, 2008 and 2007


4Condensed Consolidated Statement of Stockholders Equity
    for the six months ended June 30, 2008


5Condensed Consolidated Statements of Cash Flows for the six
    months ended June 30, 2008 and 2007


6Notes to Condensed Consolidated Financial Statements


7Item 2.


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


15Item 3.


Quantitative and Qualitative Disclosures About Market Risk


27Item 4.


Controls and Procedures


27Part II. Other
    InformationItem 1.


Legal Proceedings


28Item 1A.


Risk Factors


29Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds


30Item 3.


Defaults Upon Senior Securities


30Item 4.


Submission of Matters to a Vote of Security Holders


30Item 5.


Other Information


31Item 6.


Exhibits


31  2




---



##### 



Part I.
    Financial Information  Item 1.
    Financial
    Statements  AMERIGROUP
    Corporation And Subsidiaries
 Condensed
    Consolidated Balance Sheets(Dollars
    in thousands, except per share data)
    (Unaudited) June 30,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
537,528


$
487,614Short-term investments


153,409



199,947Restricted investments held as collateral


351,318



351,318Premium receivables


111,761



82,940Deferred income taxes


29,546



23,475Provider and other receivables


25,938



43,913Prepaid expenses and other


49,707



39,001Total current assets


1,259,207



1,228,208Long-term investments


405,887



379,733Investments on deposit for licensure


91,658



89,485Property, equipment and software, net


100,004



97,933Deferred income taxes


12,760



12,075Other long-term assets


19,231



18,178Goodwill and other intangible assets, net


251,382



263,009Total assets

$
2,140,129


$
2,088,621LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Claims payable

$
541,744


$
541,173Accounts payable


5,168



6,775Unearned revenue


74,708



55,937Accrued payroll and related liabilities


32,196



47,965Litigation settlement accrual


234,205



Accrued expenses and other


101,874



119,223Current portion of long-term debt


1,035



27,567Current portion of capital lease obligations


75



368Total current liabilities


991,005



799,008Long-term convertible debt


260,000



260,000Long-term debt less current portion


101,204



101,458Other long-term liabilities


14,226



14,248Total liabilities


1,366,435



1,174,714Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 52,721,720 and
    53,129,928 at June 30, 2008 and December 31, 2007,
    respectively


535



532Additional paid-in capital


422,006



412,065Accumulated other comprehensive loss


(2,854
)


Retained earnings


374,736



502,182794,423



914,779Less treasury stock at cost (743,878 and 25,713 shares at
    June 30, 2008 and December 31, 2007, respectively)


(20,729
)


(872
)Total stockholders equity


773,694



913,907Total liabilities and stockholders equity

$
2,140,129


$
2,088,621    3




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
 Condensed
    Consolidated Statements of Operations

(Dollars in thousands, except per share data)

(Unaudited)  Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Revenues:Premium

$
1,111,181


$
985,952


$
2,176,947


$
1,805,546Investment income and other


18,463



17,820



41,072



30,543Total revenues


1,129,644



1,003,772



2,218,019



1,836,089Expenses:Health benefits


911,471



818,848



1,786,392



1,502,156Selling, general and administrative


148,084



121,401



292,614



227,518Litigation settlement


234,205







234,205



Depreciation and amortization


8,871



7,478



17,648



15,852Interest


2,899



3,858



6,353



4,363Total expenses


1,305,530



951,585



2,337,212



1,749,889(Loss) income before income taxes


(175,886
)


52,187



(119,193
)


86,200Income tax (benefit) expense


(13,347
)


19,400



8,253



32,120Net (loss) income

$
(162,539
)

$
32,787


$
(127,446
)

$
54,080Net (loss) income per share:Basic net (loss) income per share

$
(3.07
)

$
0.62


$
(2.40
)

$
1.03Weighted average number of common shares outstanding


52,953,851



52,489,533



53,064,818



52,408,543Diluted net (loss) income per share

$
(3.07
)

$
0.61


$
(2.40
)

$
1.01Weighted average number of common shares and dilutive potential
    common shares outstanding


52,953,851



53,523,482



53,064,818



53,628,571    4




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
 Condensed
    Consolidated Statement of Stockholders Equity
    Six Months Ended June 30, 2008(Dollars
    in thousands)
    (Unaudited)  AccumulatedAdditional


OtherCommon stock


paid-in


Comprehensive


Retained


Treasury StockShares


Amount


capital


Loss


earnings


Shares


AmountBalances at December 31, 2007


53,129,928


$
532


$
412,065


$



$
502,182



25,713


$
(872
)Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


309,957



3



3,458















Compensation expense related to share-based payments










5,411















Tax benefit from exercise of stock options










1,072















Treasury stock redeemed for payment of employee taxes


(17,965
)


















17,965



(597
)Common stock repurchases


(700,200
)


















700,200



(19,260
)Unrealized loss on available-for-sale securities, net of tax














(2,854
)










Net loss


















(127,446
)






Balances at June 30, 2008


52,721,720


$
535


$
422,006


$
(2,854
)

$
374,736



743,878


$
(20,729
)    5




---



##### 



AMERIGROUP
    Corporation And
    Subsidiaries
 Condensed
    Consolidated Statements of Cash Flows(Dollars
    in thousands)
    (Unaudited)  Six Months EndedJune 30,2008


2007Cash flows from operating activities:Net (loss) income

$
(127,446
)

$
54,080Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


17,648



15,852Loss (gain) on disposal of property, equipment and software


259



(5
)Deferred tax benefit


(5,093
)


(5,200
)Compensation expense related to share-based payments


5,411



4,296Impairment of goodwill


8,808



Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Premium receivables


(28,821
)


(14,122
)Prepaid expenses, provider and other receivables and other
    current assets


5,228



235Other assets


(2,198
)


(3,004
)Claims payable


571



81,990Litigation settlement accrual


234,205



Accounts payable, accrued expenses and other current liabilities


(31,481
)


(9,806
)Unearned revenue


18,771



37,964Other long-term liabilities


(22
)


5,143Net cash provided by operating activities


95,840



167,423Cash flows from investing activities:Purchase of restricted investments held as collateral






(402,812
)Release of restricted investments held as collateral






51,494Purchase of convertible note hedge instruments






(52,702
)Proceeds from sale of warrant instruments






25,662Proceeds from sale of available-for-sale securities


93,975



327,024Purchase of available-for-sale securities


(81,800
)


(350,162
)Proceeds from redemption of held-to-maturity securities


343,325



255,251Purchase of held-to-maturity securities


(339,633
)


(189,184
)Purchase of property, equipment and software


(17,514
)


(20,198
)Proceeds from redemption of investments on deposit for licensure


39,474



25,401Purchase of investments on deposit for licensure


(41,647
)


(38,997
)Net cash used in investing activities


(3,820
)


(369,223
)Cash flows from financing activities:Proceeds from issuance of convertible notes






260,000Borrowings under credit facility






351,318Repayment of borrowings under credit facility


(26,786
)


(221,318
)Payment of debt issuance costs






(11,483
)Net decrease in bank overdrafts


(300
)


(152
)Payment of capital lease obligations


(293
)


(482
)Proceeds from exercise of common stock options


3,461



4,238Repurchase of common stock shares


(19,260
)


Tax benefit related to exercise of stock options


1,072



1,067Net cash (used in) provided by financing activities


(42,106
)


383,188Net increase in cash and cash equivalents


49,914



181,388Cash and cash equivalents at beginning of period


487,614



176,718Cash and cash equivalents at end of period

$
537,528


$
358,106Non-cash disclosures:Common stock redeemed for payment of employee taxes

$
(597
)

$
(420
)Unrealized loss on available-for-sale securities, net of tax

$
(2,854
)

$
Cumulative effect of adoption of Financial Accounting Standards
    Board Interpretation No. 48, Accounting for Uncertainty
    in Income Taxes

$



$
9,185Deferred tax asset related to purchase of convertible note hedge
    instruments

$



$
19,343    6




---



##### 



AMERIGROUP
    Corporation And
    SubsidiariesNotes to Condensed Consolidated Financial
    Statements(Dollars
    in thousands, except per share data)
    (Unaudited)
  1.
    Basis of Presentation    Form 10-K
  2.
    Earnings per Share    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Basic net (loss) income per share:Net (loss) income

$
(162,539
)

$
32,787


$
(127,446
)

$
54,080Weighted average number of common shares outstanding


52,953,851



52,489,533



53,064,818



52,408,543Basic net (loss) income per share

$
(3.07
)

$
0.62


$
(2.40
)

$
1.03Diluted net (loss) income per share:Net (loss) income

$
(162,539
)

$
32,787


$
(127,446
)

$
54,080Weighted average number of common shares outstanding


52,953,851



52,489,533



53,064,818



52,408,543Dilutive effect of stock options, convertible senior notes and
    warrants (as determined by applying the treasury stock method)






1,033,949







1,220,028Weighted average number of common shares and dilutive potential
    common shares outstanding


52,953,851



53,523,482



53,064,818



53,628,571Diluted net (loss) income per share

$
(3.07
)

$
0.61


$
(2.40
)

$
1.01  7




---



##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
      3.
    Recent Accounting Standards  Fair
    Value Measurements
    14-a, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement).
 8




---



##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  Business Combinations
  4.
    Fair Value Measurements        Fair Value Measurements at Reporting Date UsingQuoted Prices in


Significant


SignificantActive Markets for


Other


UnobservableIdentical Assets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)Cash and cash equivalents

$
537,528


$
537,528


$



$
Auction rate securities


87,883



4,000







83,883Total assets measured at fair value

$
625,411


$
541,528


$



$
83,883    9




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Fair ValueMeasurementsUsing SignificantUnobservable Inputs(Level 3)AuctionRateSecuritiesBalance at December 31, 2007

$
Transfers to Level 3


92,550Total unrealized losses included in other comprehensive loss


(990
)Balance at March 31, 2008


91,560Total unrealized losses included in other comprehensive loss


(3,527
)Settlements


(4,150
)Balance at June 30, 2008

$
83,883   5.
    Market Exits      6.
    Long-Term Obligations  Credit
    Agreement
     10




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
        Convertible
    Senior Notes
  Form S-3
  and/or and/or
        7.
    Share Repurchase Program   11




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    8.
    Contingencies  Legal
    Proceedings
  Qui
    Tam
  qui tam No. 02-C-6074
    Qui Tam
  Qui Tam Qui Tam
 12




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Qui Tam
  District
    of Columbia Litigation
  Section 2-308.14
          Other
    Litigation
   13




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Other
    Contingencies
  Risk
    Sharing Receivable
   14




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##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-looking
    Statements
  Form 10-Q,
    
    local, state and national economic conditions, including their
    effect on the rate increase process and timing of payments;
    the effect of government regulations and changes in regulations
    governing the healthcare industry;
    changes in Medicaid and Medicare payment levels and
    methodologies;
    liabilities and other claims asserted against us;
    our ability to attract and retain qualified personnel;
    our ability to maintain compliance with all minimum capital
    requirements;
    the availability and terms of capital to fund acquisitions and
    capital improvements;
    the competitive environment in which we operate;
    our ability to maintain and increase membership levels;
    demographic changes;
    increased use of services, increased cost of individual
    services, epidemics, the introduction of new or costly
    treatments and technology, new mandated benefits, insured
    population characteristics and seasonal changes in the level of
    healthcare use;
    our ability to enter into new markets or remain in our existing
    markets;
    our inability to operate new products and markets at expected
    levels, including, but not limited to, profitability, membership
    and targeted service standards;
    changes in market interest rates and actions by the Federal
    Reserve;
    catastrophes, including acts of terrorism or severe
    weather; and
    the unfavorable resolution of pending litigation.  Form 10-K Form 10-Q Other
    Information Risk Factors
 15




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##### 



Overview
      
    Membership increased 12.6 percent to approximately
    1,720,000 from June 30, 2007 to June 30, 2008;
    Total revenues of $1.1 billion, a 12.5 percent
    increase over the second quarter of 2007;
    Health benefits ratio (HBR) of 82.0 percent of
    premium revenues;
    Selling, general and administrative expense ratio of 13.1% of
    total revenues;
    Completed the exit from the District of Columbia;
    Finalized a contract to begin serving individuals in New
    Mexicos new Coordinated Long-Term Services
    program; and
    Recorded a one-time charge of $234.2 million or
    $199.2 million net of the related tax benefit for
    settlement of the Qui TamLitigation as discussed below.  Revenue
    Growth
        Operating
    Costs
  Health
    Benefits
   16




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##### 



Selling,
    general and administrative expenses
    Litigation
    Settlement
  Qui Tam
  Qui Tam Legal Proceedings
  Market
    Updates
      Contingencies
  Risk
    Sharing Receivable
   17




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##### 



Results
    of Operations
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Premium revenue


98.4
%


98.2
%


98.1
%


98.3
%Investment income and other


1.6



1.8



1.9



1.7Total revenues


100.0
%


100.0
%


100.0
%


100.0
%Health
    benefits(1)


82.0
%


83.1
%


82.1
%


83.2
%Selling, general and administrative expenses


13.1
%


12.1
%


13.2
%


12.4
%(Loss) income before income taxes


(15.6
)%


5.2
%


(5.4
)%


4.7
%Net (loss) income


(14.4
)%


3.3
%


(5.7
)%


2.9
%     (1)
    
    The HBR is shown as a percentage of premium revenues because
    there is a direct relationship between the premium received and
    the health benefits provided.  Three and
    Six Months Ended June 30, 2008 Compared to Three and Six
    Months Ended June 30, 2007
    Three Months


Six MonthsEnded


EndedThree Months Ended


Six Months Ended


June 30,


June 30,June 30,


June 30,


% Change


% Change2008


2007


2008


2007


2008-2007


2008-2007Revenues:Premium

$
1,111.2


$
986.0


$
2,176.9


$
1,805.6



12.7
%


20.6
%Investment income and other


18.5



17.8



41.1



30.5



3.9
%


34.8
%Total revenues


1,129.7



1,003.8



2,218.0



1,836.1



12.5
%


20.8
%Expenses:Health benefits


911.5



818.8



1,786.4



1,502.2



11.3
%


18.9
%Selling, general and administrative


148.1



121.4



292.6



227.5



22.0
%


28.6
%Litigation settlement


234.2







234.2







N/M*



N/M*Depreciation and amortization


8.9



7.5



17.6



15.8



18.7
%


11.4
%Interest


2.9



3.9



6.4



4.4



(25.6
)%


45.5
%Total expenses


1,305.6



951.6



2,337.2



1,749.9



37.2
%


33.6
%Income (loss) before income taxes


(175.9
)


52.2



(119.2
)


86.2



N/M*



N/M*(Loss) income tax (benefit) expense


(13.4
)


19.4



8.2



32.1



N/M*



(74.5
)%Net (loss) income

$
(162.5
)

$
32.8


$
(127.4
)

$
54.1



N/M*



N/M*Diluted net (loss) income per common share

$
(3.07
)

$
0.61


$
(2.40
)

$
1.01



N/M*



N/M*      18




---



##### 



Revenues
      Membership
  (1)
  June 30,2008


2007Texas(2)


458,000



450,000Tennessee(3)


353,000



182,000Florida


221,000



200,000Georgia


197,000



220,000Maryland


158,000



143,000New York


112,000



117,000New Jersey


101,000



100,000Ohio


57,000



53,000District of
    Columbia(4)


34,000



39,000Virginia


25,000



23,000South Carolina


4,000



Total


1,720,000



1,527,000Percentage growth from June 30, 2007 to June 30, 2008


12.6
%     (1)
    
    Not included in membership table as membership in New Mexico is
    less than 1,000 members.(2)
    
    Membership includes approximately 13,000 aged, blind and
    disabled (ABD) members under an ASO contract in
    Texas as of June 30, 2007.(3)
    
    Membership includes approximately 166,000 members under an ASO
    contract in Tennessee as of June 30, 2008. As of
    October 31, 2008, we will cease providing services to these
    members.(4)
    
    The contract with the District of Columbia terminated
    June 30, 2008. 19




---



##### 



June 30,Product

2008


2007Temporary Assistance to Needy Families
    (Medicaid)(1)


1,181,000



1,039,000SCHIP


281,000



271,000ABD
    (Medicaid)(2)


206,000



171,000FamilyCare (Medicaid)


44,000



41,000Medicare Advantage


8,000



5,000Total


1,720,000



1,527,000     (1)
    
    Membership includes approximately 125,000 members under an ASO
    contract in Tennessee as of June 30, 2008.(2)
    
    Membership includes approximately 41,000 members under an ASO
    contract in Tennessee as of June 30, 2008 and approximately
    13,000 members under an ASO contract in Texas as of
    June 30, 2007.  Health
    benefits expenses
      Selling,
    general and administrative expenses
     20




---



##### 



Litigation
    Settlement
  Qui Tam Qui Tam Legal Proceedings
  Depreciation
    and amortization expense
    Interest
    expense
    Provision
    for income taxes
  Qui Tam Qui
    Tam
  Net
    (loss) income
  Qui Tam
  Liquidity
    and Capital Resources
   21




---



##### 



Credit
    Agreement
  Qui Tam Legal
    Proceedings Qui Tam
      Convertible
    Senior Notes
     22




---



##### 



and/or and/or
    Shelf
    Registration
    Share
    Repurchase Program
    Cash and
    Investments
    Qui Tam
 23




---



##### 



28-35 days
     24




---



##### 



Regulatory
    Capital and Dividend Restrictions
    Recent
    Accounting Standards
  Fair
    Value Measurements
      14-a, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement).
 25




---



##### 



Business Combinations
 26




---



##### 



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk          Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   27




---



##### 



Part II.  Other
    Information  Item 1.
    Legal
    Proceedings  Qui
    Tam
  qui tam No. 02-C-6074
    Qui Tam
  Qui Tam Qui Tam
   28




---



##### 



Qui Tam
  District
    of Columbia Litigation
  Section 2-308.14
          Other
    Litigation
   Item 1A.  Risk
    Factors  Form 10-K Form 10-Q
 29




---



##### 



An unauthorized disclosure of sensitive or confidential
    member information could have an adverse effect on our business,
    reputation and profitability.
  and/or
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Maximum numberTotal number of


Shares (or Units)Average


Shares (or Units)


that May Yet BeTotal Number of


Price Paid


Purchased as Part of


Purchased UnderShares (or Units)


per Share


Publicly Announced


the Plans orPeriod

Purchased


(or Unit)


Plans or Programs(1)


Programs(1)April 1  April 30, 2008


59,119


$
25.35



59,119



1,840,681May 1  May 31, 2008


403,392



25.88



403,392



1,437,289June 1  June 30, 2008


137,489



27.14



137,489



1,299,800Total


600,000


$
26.12



600,000



1,299,800   Rule 10b5-1 Rule 10b5-1 Rule 10b5-1 Rule 10b5-1 Rule 10b5-1
  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Total Votes for


Total Votes WithheldEach Director


From Each DirectorJames G. Carlson


45,574,280



2,374,620Jeffrey B. Child


47,285,198



663,702Richard D. Shirk


46,446,656



1,502,244      30




---



##### 



Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.1 to our Current Report on
    Form 8-K
    filed on February 14, 2008).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement
    on
    Form S-1
    (No. 333-347410)).4
.3

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).4
.4

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).*10
.7

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated May 8, 2008 filed herewith.10
.8

Amendment No. 3 to Contract Risk Agreement between the
    State of Tennessee and AMERIGROUP Tennessee, Inc. effective
    July 1, 2008 filed herewith.14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to Exhibit 14.1 to our Quarterly
    Report on
    Form 10-Q
    filed on November 2, 2007).31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    July 29, 2008.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    July 29, 2008.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of
    Sarbanes-Oxley
    Act of 2002, dated July 29, 2008.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 31




---



##### 



Signatures
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, the Registrant has duly caused this Report to be signed
    on its behalf by the undersigned thereunto duly authorized.
  orporation
  By:
    /s/  James
    G. Carlson   Chairman and Chief
 Executive Officer
    By:
    /s/  James
    W. Truess   Executive Vice President and
 Chief Financial Officer
   32




---



##### 



EXHIBITS
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to exhibit 3.1 to our
    Registration Statement on
    Form S-3
    (No. 333-108831)).3
.2

Amended and Restated By-Laws of the Company (incorporated by
    reference to exhibit 3.1 to our Current Report on
    Form 8-K
    filed on February 14, 2008).4
.1

Form of share certificate for common stock (incorporated by
    reference to exhibit 4.1 to our Registration Statement
    on
    Form S-1
    (No. 333-347410)).4
.3

Indenture related to the 2.0% Convertible Senior Notes due
    2012 dated March 28, 2007, between AMERIGROUP Corporation
    and The Bank of New York, as trustee (including the form of
    2.0% Convertible Senior Note due 2012) (incorporated by
    reference to exhibit 4.1 to our Current Report on
    Form 8-K
    filed on April 2, 2007).4
.4

Registration Rights Agreement dated March 28, 2007, between
    AMERIGROUP Corporation, Goldman Sachs, & Co., as
    representative of the initial purchasers (incorporated by
    reference to exhibit 4.2 to our Current Report on
    Form 8-K
    filed on April 2, 2007).*10
.7

Amendment to Amended and Restated Contract between State of New
    Jersey, Department of Human Services, Division of Medical
    Assistance and Health Services and AMERIGROUP New Jersey, Inc.
    dated May 8, 2008 filed herewith.10
.8

Amendment No. 3 to Contract Risk Agreement between the
    State of Tennessee and AMERIGROUP Tennessee, Inc. effective
    July 1, 2008 filed herewith.14
.1

AMERIGROUP Corporation Code of Business Conduct and Ethics
    (incorporated by reference to Exhibit 14.1 to our Quarterly
    Report on
    Form 10-Q
    filed on November 2, 2007).31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    July 29, 2008.31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of Sarbanes-Oxley Act of 2002, dated
    July 29, 2008.32


Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of
    Sarbanes-Oxley
    Act of 2002, dated July 29, 2008.     *
    
    The Company has requested confidential treatment of the redacted
    portions of this exhibit pursuant to
    Rule 24b-2,
    under the Securities Exchange Act of 1934, as amended, and has
    separately filed a complete copy of this exhibit with the
    Securities and Exchange Commission. 33