Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation	(I.R.S. Employer
if not a U.S. national bank)	Identification No.)
One Wall Street, New York, New York	10286
(Address of principal executive offices)	(Zip code)

AMERIGROUP Corporation

(Exact name of obligor as specified in its charter)

Delaware	54-1739323
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
4425 Corporation Lane
Virginia Beach, Virginia	23462
(Address of principal executive offices)	(Zip code)

Subordinated Debt Securities
(Title of the indenture securities)

Item 1. General Information.

	Furnish the following information as to the Trustee:
(a)	Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the	2 Rector Street, New York, N.Y. 10006
State of New York	and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

Item 16. List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	-	A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4.	-	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)
6.	-	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7.	-	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11^th day of March, 2005.

THE BANK OF NEW YORK
By:	/s/ Beata Hryniewicka
	Name: Beata Hryniewicka
	Title: Assistant Treasurer

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EXHIBIT 7
(Page 1 of 3)

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,036,306
Interest-bearing balances		9,034,655
Securities:
Held-to-maturity securities		1,693,598
Available-for-sale securities		20,325,634
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		19,100
Securities purchased under agreements to resell		4,324,992
Loans and lease financing receivables:
Loans and leases held for sale		6,685
Loans and leases, net of unearned income		37,402,355
LESS: Allowance for loan and lease losses		594,211
Loans and leases, net of unearned income and allowance		36,808,144
Trading Assets		3,420,107
Premises and fixed assets (including capitalized leases)		969,419
Other real estate owned		1,253
Investments in unconsolidated subsidiaries and associated companies		253,729
Customers’ liability to this bank on acceptances outstanding		166,157
Intangible assets
Goodwill		2,708,882
Other intangible assets		748,171
Other assets		6,998,625
Total assets	$	90,515,457

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EXHIBIT 7
(Page 2 of 3)

	Dollar Amounts
	In Thousands
LIABILITIES
Deposits:
In domestic offices	$	40,236,165
Noninterest-bearing		15,201,748
Interest-bearing		25,034,417
In foreign offices, Edge and Agreement subsidiaries, and IBFs		24,110,224
Noninterest-bearing		300,559
Interest-bearing		23,809,665
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		717,565
Securities sold under agreements to repurchase		812,853
Trading liabilities		2,598,442
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		4,158,526
Not applicable
Bank’s liability on acceptances executed and outstanding		167,267
Subordinated notes and debentures		2,389,088
Other liabilities		6,730,454
Total liabilities	$	81,920,584
Minority interest in consolidated subsidiaries		142,058
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,087,205
Retained earnings		5,213,125
Accumulated other comprehensive income		17,201
Other equity capital components		0
Total equity capital		8,452,815
Total liabilities, minority interest, and equity capital	$	90,515,457

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EXHIBIT 7
(Page 3 of 3)

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith	Directors

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