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

AMERIGROUP Corporation

(Exact name of obligor 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, Virginia (Address of principal executive offices)	23462 (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 18th day of May, 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 December 31, 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
ASSETS	In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,866,500
Interest-bearing balances		8,455,170
Securities:
Held-to-maturity securities		1,885,665
Available-for-sale securities		20,781,508
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		3,730,007
Securities purchased under agreements to Resell		847,805
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		36,195,743
LESS: Allowance for loan and lease losses		587,611
Loans and leases, net of unearned income and allowance		35,608,132
Trading Assets		4,174,521
Premises and fixed assets (including capitalized leases)		949,424
Other real estate owned		754
Investments in unconsolidated subsidiaries and associated companies		268,366
Customers’ liability to this bank on acceptances outstanding		52,800
Intangible assets
Goodwill		2,746,404
Other intangible assets		758,137
Other assets
		8,013,234
Total assets	$	92,138,427

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EXHIBIT 7
(Page 2 of 3)

LIABILITIES
Deposits:
In domestic offices	$	41,480,131
Noninterest-bearing		16,898,525
Interest-bearing		24,581,606
In foreign offices, Edge and Agreement subsidiaries, and IBFs		24,028,722
Noninterest-bearing		576,431
Interest-bearing		23,452,291
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic Offices		1,040,432
Securities sold under agreements to repurchase		491,007
Trading liabilities		2,724,930
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		4,780,573
Not applicable
Bank’s liability on acceptances executed and outstanding		54,517
Subordinated notes and debentures		2,390,000
Other liabilities
		6,901,014
Total liabilities	$	83,891,326
Minority interest in consolidated subsidiaries		140,499
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		2,087,221
Retained earnings		4,892,420
Accumulated other comprehensive income		(8,323	)
Other equity capital components		0
Total equity capital		8,106,602
Total liabilities, minority interest, and equity capital	$	92,138,427

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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	Directors
Alan R. Griffith

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