UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 8, 2008

AMERIGROUP Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-31574	54-1739323
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4425 Corporation Lane, Virginia Beach, Virginia		23462
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (757) 490-6900

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2008, Jeffrey L. McWaters resigned as a member and the Chairman of the Board of Directors (the "Board") of AMERIGROUP Corporation (the "Company") as part of a planned transition announced in July 2007.

On May 8, 2008, the Board also reviewed and approved an annual retainer for the Board’s Lead Independent Director in the amount of $10,000, payable $2,500 per quarter in arrears. Previously, the Company did not compensate the Lead Independent Director.

On May 7, 2008, the Compensation Committee of the Board extended the post-employment exercise period from 90 days to one year for vested options to purchase 225,000 shares of common stock of the Company for $41.60 per share held by Mr. McWaters.

Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01, "Regulation FD Disclosure."

Furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the press release announcing certain actions taken at the Company’s 2008 Annual Meeting of Stockholders, the appointment of James G. Carlson as Chairman of the Board and the increase of the Company’s common stock repurchase program.

The information furnished pursuant to this Item 7.01 (including the exhibit hereto) shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being furnished herewith:

99.1 Press Release, dated May 8, 2008 by AMERIGROUP Corporation

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 hereunto duly authorized.

	AMERIGROUP Corporation
May 9, 2008	By:	Stanley F. Baldwin
		Name: Stanley F. Baldwin
		Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	AMERIGROUP Corporation Press Release dated May 8, 2008