##### 





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
    March 31, 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

54-1739323(State or Other Jurisdiction
    of
    Incorporation or Organization)

(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
  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 March 31, 2008 and
    December 31, 2007


3Condensed Consolidated Income Statements for the three months
    ended March 31, 2008 and 2007


4Condensed Consolidated Statement of Stockholders Equity
    for the three months ended March 31, 2008


5Condensed Consolidated Statements of Cash Flows for the three
    months ended March 31, 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


26Item 4.

Controls and Procedures


27Part II.  Other
    InformationItem 1.

Legal Proceedings


27Item 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


30Item 6.

Exhibits


31  2




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##### 



Part I.  Financial
    Information  Item 1.
    Financial
    Statements  AMERIGROUP
    Corporation And Subsidiaries
  Condensed
    Consolidated Balance Sheets
 (Dollars in thousands, except per share data)
 (Unaudited)
  March 31,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
548,469


$
487,614Short-term investments


71,292



199,947Restricted investments held as collateral


351,318



351,318Premium receivables


86,244



82,940Deferred income taxes


24,246



23,475Provider and other receivables


27,442



43,913Prepaid expenses and other


24,432



39,001Total current assets


1,133,443



1,228,208Long-term investments


397,696



379,733Investments on deposit for licensure


96,737



89,485Property, equipment and software, net


97,742



97,933Deferred income taxes


9,665



12,075Other long-term assets


20,007



18,178Goodwill and other intangible assets, net


262,366



263,009Total assets

$
2,017,656


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

$
506,847


$
541,173Accounts payable


5,763



6,775Unearned revenue


38,945



55,937Accrued payroll and related liabilities


35,726



47,965Accrued expenses and other


103,521



119,223Current portion of long-term debt


1,035



27,567Current portion of capital lease obligations


222



368Total current liabilities


692,059



799,008Long-term convertible debt


260,000



260,000Long-term debt less current portion


101,463



101,458Other long-term liabilities


14,555



14,248Total liabilities


1,068,077



1,174,714Stockholders equity:Common stock, $0.01 par value. Authorized
    100,000,000 shares; issued and outstanding 53,201,881 and
    53,129,928 at March 31, 2008 and December 31, 2007,
    respectively


533



532Additional paid-in capital


417,442



412,065Accumulated other comprehensive loss


(613
)


Retained earnings


537,275



502,182954,637



914,779Less treasury stock at cost (143,878 and 25,713 shares at
    March 31, 2008 and December 31, 2007, respectively)


(5,058
)


(872
)Total stockholders equity


949,579



913,907Total liabilities and stockholders equity

$
2,017,656


$
2,088,621    3




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Condensed
    Consolidated Income Statements
 (Unaudited)
  Three Months EndedMarch 31,2008


2007(Dollars in thousands,except per share data)Revenues:Premium

$
1,065,766


$
819,594Investment income and other


22,609



12,723Total revenues


1,088,375



832,317Expenses:Health benefits


874,921



683,308Selling, general and administrative


144,530



106,117Depreciation and amortization


8,777



8,374Interest


3,454



505Total expenses


1,031,682



798,304Income before income taxes


56,693



34,013Income tax expense


21,600



12,720Net income

$
35,093


$
21,293Net income per share:Basic net income per share

$
0.66


$
0.41Weighted average number of common shares outstanding


53,193,750



52,339,205Diluted net income per share

$
0.65


$
0.40Weighted average number of common shares and dilutive potential
    common shares outstanding


54,403,315



53,721,113    4




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##### 



AMERIGROUP
    Corporation And
    SubsidiariesCondensed Consolidated Statement of
    Stockholders EquityThree
    Months Ended March 31, 2008
    (Unaudited)
  AccumulatedAdditional


Other











TotalCommon Stock


Paid-in


Comprehensive


Retained


Treasury Stock


StockholdersShares


Amount


Capital


Loss


Earnings


Shares


Amount


Equity(Dollars in thousands)Balances at December 31, 2007


53,129,928


$
532


$
412,065


$



$
502,182



25,713


$
(872
)

$
913,907Common stock issued upon exercise of stock options, vesting of
    restricted stock grants, and purchases under the employee stock
    purchase plan


190,118



1



2,049



















2,050Compensation expense related to share-based payments










2,272



















2,272Tax benefit from exercise of stock options










1,056



















1,056Treasury stock redeemed for payment of employee taxes


(17,965
)


















17,965



(597
)


(597
)Common stock repurchases


(100,200
)


















100,200



(3,589
)


(3,589
)Unrealized loss on available-for-sale securities, net of tax














(613
)














(613
)Net income


















35,093











35,093Balances at March 31, 2008


53,201,881


$
533


$
417,442


$
(613
)

$
537,275



143,878


$
(5,058
)

$
949,579    5




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Condensed
    Consolidated Statements of Cash Flows
 (Unaudited)
  Three Months EndedMarch 31,2008


2007(Dollars in thousands)Cash flows from operating activities:Net income

$
35,093


$
21,293Adjustments to reconcile net income to net cash (used in)
    provided by operating activities:Depreciation and amortization


8,777



8,374Loss on disposal of property, equipment and software


166



Deferred tax expense (benefit)


2,016



(2,665
)Compensation expense related to share-based payments


2,272



1,960Changes in assets and liabilities increasing (decreasing) cash
    flows from operations:Premium receivables


(3,304
)


8,693Prepaid expenses, provider and other receivables and other
    current assets


28,245



2,769Other assets


(2,402
)


(2,790
)Claims payable


(34,326
)


(1,585
)Accounts payable, accrued expenses and other current liabilities


(26,455
)


(6,975
)Unearned revenue


(16,992
)


(3,849
)Other long-term liabilities


307



4,286Net cash (used in) provided by operating activities


(6,603
)


29,511Cash flows from investing activities:Purchase of restricted investments held as collateral






(402,812
)Purchase of convertible note hedge instruments






(48,648
)Proceeds from sale of warrant instruments






23,688Proceeds from sale of available-for-sale securities


351,775



464,974Purchase of available-for-sale securities


(340,925
)


(410,011
)Proceeds from redemption of held-to-maturity securities


215,563



185,676Purchase of held-to-maturity securities


(116,711
)


(123,648
)Purchase of property, equipment and software


(7,536
)


(8,816
)Proceeds from redemption of investments on deposit for licensure


12,012



9,255Purchase of investments on deposit for licensure


(19,264
)


(20,714
)Net cash provided by (used in) investing activities


94,914



(331,056
)Cash flows from financing activities:Proceeds from issuance of convertible notes






240,000Borrowings under credit facility






351,318Repayment of borrowings under credit facility


(26,527
)


(201,318
)Payment of debt issuance costs






(10,631
)Net decrease in bank overdrafts


(300
)


(838
)Payment of capital lease obligations


(146
)


(249
)Proceeds from exercise of common stock options


2,050



2,345Repurchase of common stock shares


(3,589
)


Tax benefit related to exercise of stock options


1,056



1,000Net cash (used in) provided by financing activities


(27,456
)


381,627Net increase in cash and cash equivalents


60,855



80,082Cash and cash equivalents at beginning of period


487,614



176,718Cash and cash equivalents at end of period

$
548,469


$
256,800Non-cash disclosures:Common stock redeemed for payment of employee taxes

$
(597
)

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

$
(613
)

$
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

$



$
17,660    6




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##### 



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 EndedMarch 31,2008


2007Basic net income per share:Net income

$
35,093


$
21,293Weighted average number of common shares outstanding


53,193,750



52,339,205Basic net income per share

$
0.66


$
0.41Diluted net income per share:Net income

$
35,093


$
21,293Weighted average number of common shares outstanding


53,193,750



52,339,205Dilutive effect of stock options, convertible senior notes and
    warrants (as determined by applying the treasury stock method)


1,209,565



1,381,908Weighted average number of common shares and dilutive potential
    common shares outstanding


54,403,315



53,721,113Diluted net income per share

$
0.65


$
0.40      7




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##### 



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).
  Business Combinations
  4.
    Fair
    Value Measurements   8




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##### 



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





SignificantActive Markets for


Significant


UnobservableIdentical Assets


Other Inputs


Inputs(Level 1)


(Level 2)


(Level 3)Cash and cash equivalents

$
548,469


$
548,469


$



$
Auction Rate Securities


92,735



1,175







91,560Total assets measured at fair value

$
641,204


$
549,644


$



$
91,560       Fair Value Measurements Using Significant Unobservable Inputs
    (Level 3)AuctionRateSecuritiesBalance at December 31, 2007

$
Transfers to Level 3


92,550Total unrealized losses included in other accumulated
    comprehensive loss


(990
)Balance at March 31, 2008

$
91,560  9




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  5.
    Long-Term
    Obligations  Credit
    Agreement
          Convertible
    Senior Notes
  Form S-3
  and/or and/or
   10




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
        6.
    Share
    Repurchase Program      7.
    Contingencies  Legal
    Proceedings
  Qui
    Tam
  Qui Tam Qui Tam
     11




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    Qui
    Tam Qui Tam
  Qui Tam Qui Tam
  Qui Tam
  District
    of Columbia Litigation
   12




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
  Section 2-308.14
        Other
    Contingencies
  Experience
    Rebate Payable
      Risk
    Sharing Receivable
   13




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##### 



AMERIGROUP
    Corporation And
    Subsidiaries
  Notes
    to Condensed Consolidated Financial
    Statements  (Continued)
    New
    Jersey Provider Network
    8.
    Subsequent
    Events     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 Other
    Information Risk Factors
 15




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##### 



Overview
      
    Membership increased 26.7 percent to approximately
    1,688,000 from March 31, 2007 to March 31, 2008;
    Total revenues increased to $1.1 billion or a
    30.8 percent over the first quarter of 2007;
    Health benefits ratio (HBR) of 82.1 percent of
    premium revenues; and
    Selling, general and administrative expenses ratio of 13.3% of
    total revenues.  Revenue
    Growth
        Operating
    Costs
  Health
    Benefits
    Selling,
    general and administrative expenses
   16




---



##### 



Market
    Updates
        Contingencies
  Experience
    Rebate Payable
      Risk
    Sharing Receivable
   17




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##### 



New
    Jersey Provider Network
    Results
    of Operations
    Three Months EndedMarch 31,2008


2007Premium revenues


97.9
%


98.5
%Investment income and other


2.1



1.5Total revenues


100.0
%


100.0
%Health benefits(1)


82.1
%


83.4
%Selling, general and administrative expenses


13.3
%


12.7
%Income before income taxes


5.2
%


4.1
%Net income


3.2
%


2.6
%     (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. 18




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##### 



Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007
    Three MonthsEndedThree Months Ended


March 31,March 31,


% Change2008


2007


2008-2007Revenues:Premium

$
1,065.8


$
819.6



30.0
%Investment income and other


22.6



12.7



78.0
%Total revenues


1,088.4



832.3



30.8
%Expenses:Health benefits


874.9



683.3



28.0
%Selling, general and administrative


144.5



106.1



36.2
%Depreciation and amortization


8.8



8.4



4.8
%Interest


3.5



0.5



600.0
%Total expenses


1,031.7



798.3



29.2
%Income before income taxes


56.7



34.0



66.8
%Income tax expense


21.6



12.7



70.1
%Net income

$
35.1


$
21.3



64.8
%Diluted net income per common share

$
0.65


$
0.40



62.5
%   Revenues
      Membership
   19




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##### 



(1)
  March 31,2008


2007Texas(2)


441,000



429,000Tennessee(3)


355,000



Florida


210,000



198,000Georgia


198,000



220,000Maryland


154,000



149,000New York


112,000



122,000New Jersey


99,000



101,000Ohio


56,000



51,000District of
    Columbia(4)


38,000



39,000Virginia


24,000



23,000South Carolina


1,000



Total


1,688,000



1,332,000Percentage growth from March 31, 2007 to March 31, 2008


26.7
%     (1)
    
    Not included in membership table as membership in New Mexico is
    less than 1,000 members.(2)
    
    Membership includes approximately 13,000 ABD members under an
    ASO contract in Texas as of March 31, 2007.(3)
    
    Membership includes approximately 168,000 members under an ASO
    contract in Tennessee as of March 31, 2008.  As of
    October 31, 2008, we will cease providing services to these
    members.(4)
    
    The contract with the District of Columbia, as extended, will
    terminate June 30, 2008.      Product

2008


2007TANF
    (Medicaid)(1)


1,166,000



895,000SCHIP


267,000



264,000ABD
    (Medicaid)(2)


205,000



125,000FamilyCare (Medicaid)


43,000



43,000Medicare Advantage (SNP)


7,000



5,000Total


1,688,000



1,332,000     (1)
    
    Membership includes approximately 127,000 members under an ASO
    contract in Tennessee as of March 31, 2008.(2)
    
    Membership includes approximately 41,000 members under an ASO
    contract in Tennessee as of March 31, 2008 and
    approximately 13,000 members under an ASO contract in Texas
    as of March 31, 2007. 20




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##### 



Health
    benefits expenses
    Selling,
    general and administrative expenses
        Depreciation
    and amortization expense
    Interest
    expense
    Provision
    for income taxes
    Liquidity
    and Capital Resources
     21




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##### 



Credit
    Agreement
          Qui Tam
  Convertible
    Senior Notes
  Form S-3
   22




---



##### 



and/or and/or
       23




---



##### 



Shelf
    Registration
    Cash and
    Investments
    Qui Tam
       24




---



##### 



28-35 days
        Regulatory
    Capital and Dividend Restrictions
   25




---



##### 



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).
  Business Combinations
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk       26




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##### 



Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
  Changes in Internal Controls over Financial
    Reporting.
 Part II.
    Other Information  Item 1.
    Legal
    Proceedings  Qui
    Tam
  Qui Tam Qui Tam
 27




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##### 



Qui
    Tam Qui Tam
  Qui Tam Qui Tam
 28




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##### 



Qui Tam
  District
    of Columbia Litigation
  Section 2-308.14
        Item 1A.
    Risk
    Factors  Form 10-K
  Our
    investment portfolio may suffer losses from reductions in market
    interest rates and fluctuations in fixed income securities which
    could materially adversely affect our results of operations or
    liquidity.
   29




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##### 



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Total Number of


Maximum NumberShares (or Units)


Shares (or Units)Average


Purchased as Part


that May Yet BeTotal Number of


Price Paid


of Publicly


Purchased UnderShares (or Units)


per Share


Announced Plans


the Plans orPeriod

Purchased(1)


(or Unit)


or Programs(2)


Programs(2)January 1  January 31, 2008





$








n/aFebruary 1  February 29, 2008


28,600



36.26



28,600



971,400March 1  March 31, 2008


89,565



35.16



71,600



899,800Total


118,165


$
35.42



100,200



899,800     (1)
    
    The 2005 Plan allows, upon approval by the plan administrator,
    stock option recipients to deliver shares of unrestricted
    Company common stock held by the participant as payment of the
    exercise price and applicable withholding taxes upon the
    exercise of stock options or vesting of restricted stock. During
    the three months ended March 31, 2008, certain employees
    elected to tender 17,965 shares to the Company in payment
    of related withholding taxes upon vesting of restricted stock.(2)
    
    All of the shares purchased during the first quarter of 2008
    were purchased as part of the Companys authorized share
    repurchase program which was announced on February 13,
    2008. The stock repurchase program provides for the repurchase
    of up to one million shares of our common stock, subject to
    certain limitations. On February 26, 2008, the Corporation
    entered into a trading plan in accordance with
    Rule 10b5-1
    of the Exchange Act, to facilitate repurchases of its common
    stock pursuant to its previously announced stock repurchase
    program (the
    Rule 10b5-1
    plan). The
    Rule 10b5-1
    plan will become effective on April 28, 2008 and expire on
    January 10, 2009, unless terminated earlier in accordance
    with its terms.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   30




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##### 





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).10.1

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K, filed on February 14, 2008).10.2

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K filed on February 14, 2008).10.3

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.3 to our Current Report on Form 8-K filed
    on February 14, 2008).10.4

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.4 to our Current Report on
    Form 8-K filed on February 14, 2008).10.5

Employment Agreement of James G. Carlson dated January 16,
    2008 (incorporated by reference to exhibit 10.1 to our
    Current Report on Form 8-K filed on January 18, 2008).10.6

Noncompetition Agreement for James G. Carlson dated
    January 16, 2008 (incorporated by reference to
    exhibit 10.2 to our Current Report on Form 8-K filed
    on January 18, 2008).*10.7

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.27.2.3 to our Annual Report on Form 10-K
    filed on  February 22, 2008).10.8

Amendment No. 7 to Medical Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. effective January 1, 2008 (incorporated by
    reference to Exhibit 10.27.3.5 to our Annual Report on
    Form 10-K filed on  February 22, 2008).*10.9

Amendment dated January 30, 2008 between Georgia Department
    of Community Health and AMGP Georgia Managed Care Company, Inc.
    for the period from July 1, 2007 through June 30, 2008
    (incorporated by reference to Exhibit 10.33.3 to our Annual
    Report on Form 10-K filed on February 22, 2008).10.10

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 April 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
    April 29, 2008.31.2

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

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated April 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




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##### 



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   President and Chief
    Executive Officer
    By:
    /s/  James
    W. Truess   Executive Vice President and
    Chief Financial Officer
   32




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##### 



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).10.1

Form of Incentive Stock Option Agreement (incorporated by
    reference to exhibit 10.2 to our Current Report on
    Form 8-K, filed on February 14, 2008).10.2

Form of Nonqualified Stock Option Agreement (incorporated by
    reference to exhibit 10.1 to our Current Report on
    Form 8-K filed on February 14, 2008).10.3

Form of Restricted Stock Agreement (incorporated by reference to
    exhibit 10.3 to our Current Report on Form 8-K filed
    on February 14, 2008).10.4

Form of Stock Appreciation Rights Agreement (incorporated by
    reference to exhibit 10.4 to our Current Report on
    Form 8-K filed on February 14, 2008).10.5

Employment Agreement of James G. Carlson dated January 16,
    2008 (incorporated by reference to exhibit 10.1 to our
    Current Report on Form 8-K filed on January 18, 2008).10.6

Noncompetition Agreement for James G. Carlson dated
    January 16, 2008 (incorporated by reference to
    exhibit 10.2 to our Current Report on Form 8-K filed
    on January 18, 2008).*10.7

Amendment to Medicaid Managed Care Services Contract between The
    State of Florida, Agency for Health Care Administration and
    AMERIGROUP Florida, Inc. for Broward County, Florida effective
    January 1, 2008 (incorporated by reference to
    Exhibit 10.27.2.3 to our Annual Report on Form 10-K
    filed on  February 22, 2008).10.8

Amendment No. 7 to Medical Contract between The State of
    Florida, Agency for Health Care Administration and AMERIGROUP
    Florida, Inc. effective January 1, 2008 (incorporated by
    reference to Exhibit 10.27.3.5 to our Annual Report on
    Form 10-K filed on  February 22, 2008).*10.9

Amendment dated January 30, 2008 between Georgia Department
    of Community Health and AMGP Georgia Managed Care Company, Inc.
    for the period from July 1, 2007 through June 30, 2008
    (incorporated by reference to Exhibit 10.33.3 to our Annual
    Report on Form 10-K filed on February 22, 2008).10.10

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 April 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
    April 29, 2008.31.2

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

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of Sarbanes-Oxley Act of
    2002, dated April 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