<PAGE>



  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2003
                                                           REGISTRATION NO.333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             AMERIGROUP CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                             54-1739323
         (State of Incorporation)         (I.R.S. Employer Identification No.)

                           --------------------------

                              4425 CORPORATION LANE
                         VIRGINIA BEACH, VIRGINIA 23462
                                 (757) 490-6900
               (Address of Principal Executive Offices) (Zip Code)
                           --------------------------

                           2003 EQUITY INCENTIVE PLAN

                            (Full Titles of the Plan)
                           --------------------------

                               STANLEY F. BALDWIN
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             AMERIGROUP CORPORATION
                              4425 CORPORATION LANE
                         VIRGINIA BEACH, VIRGINIA 23462
                                 (757) 490-6900
    (Name, Address and Telephone Number, Including Area Code, of Agent for
                                   Service)
                           -------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       PROPOSED
                                                       MAXIMUM
    TITLE OF                     PROPOSED MAXIMUM     AGGREGATE       AMOUNT OF
   SECURITIES      AMOUNT TO BE   OFFERING PRICE      OFFERING      REGISTRATION
TO BE REGISTERED  REGISTERED(1)    PER SHARE(2)         PRICE            FEE
----------------  -------------    ------------         -----            ---
<S>               <C>            <C>                <C>             <C>
Common Stock,
par value $0.01     4,184,504
per share             shares          $44.36        $185,624,597       $15,017
</TABLE>

(1) Represents shares of common stock, par value $0.01 per share (the "Common
Stock") of AMERIGROUP Corporation (the "Registrant") issuable pursuant to the
Registrant's 2003 Equity Incentive Plan (the "Plan"). The maximum number of
shares which may be issued under the Plan is subject to equitable adjustment
upon the occurrence of certain events pursuant to the Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes, in addition to the
number of shares stated above, an indeterminate number of shares which may be
subject to grant or otherwise issuable after the occurrence of any such
corporate transaction or event.
<PAGE>
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act as follows: the
fee is calculated on the basis of the average of the high and low sale prices
per share of Common Stock as quoted on the New York Stock Exchange on September
18, 2003 (within 5 business days prior to filing this registration statement).



                                     PART I

      The information called for by Part I of this registration statement on
Form S-8 is included in the description of the Plan to be delivered to persons
eligible to participate in the Plan. Pursuant to the Note in the Instructions to
Part I of Form S-8, this information is not being filed with or included in this
registration statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement as of their respective
dates.

      (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.

      (2) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2003.

      (3) The Registrant's Form 8-A filed with the Commission on July 24, 2000
pursuant to Section 12(g) of the Exchange Act, including any amendment or
reports filed for the purpose of updating such information.

      All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents with the Commission. Any
statement in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the issuance of the shares of common stock to be
registered in connection with this registration statement will be passed upon by
Stanley F. Baldwin, Executive Vice President, General Counsel and Secretary of
the Registrant. Mr. Baldwin directly or indirectly owns 11,335 shares of Common
Stock and has options to acquire an aggregate of 48,532 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act.

      As permitted by Delaware law, Article Sixth of the Registrant's Amended
and Restated Certificate of Incorporation, a copy of which is filed as Exhibit
3.1 to the Registration Statement on Form S-1, as amended (File No. 333-37410),
which is incorporated herein by reference, includes a provision that eliminates,
to the maximum extent permitted by Delaware law,

                                      II-1
<PAGE>
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director. This provision in the Amended and Restated
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

      As permitted by Delaware law, Article Seventh of the Registrant's Amended
and Restated Certificate of Incorporation provides that (1) the Registrant is
required to indemnify its directors and officers to the fullest extent
authorized or permitted by law, subject to certain very limited exceptions; (2)
the Registrant is permitted, to the extent authorized by its board of directors,
to provide rights to indemnification to its employees and agents similar to
those conferred to its directors and officers; (3) the Registrant is required to
advance expenses, as incurred, to its directors and officers in connection with
a legal proceeding to the fullest extent permitted by Delaware law, subject to
certain very limited exceptions; and (4) the rights conferred in the Amended and
Restated Certificate of Incorporation are not exclusive.

      As permitted by Delaware law, the Registrant's Amended and Restated
By-Laws, a copy of which is filed as Exhibit 3.2 to the Registration Statement
on Form S-1, as amended (File No. 333-37410), which is incorporated herein by
reference, provides that (1) the Registrant is required to indemnify its
directors and officers to the fullest extent authorized by the DGCL, subject to
certain very limited exceptions; (2) the Registrant is required to advance
expenses, as incurred, to its directors and officers in connection with a legal
proceeding to the fullest extent permitted by Delaware law, subject to certain
very limited exceptions; and (3) the rights to indemnification conferred in the
Amended and Restated By-Laws are not exclusive.

      As permitted by the Delaware law, the Registrant's Amended and Restated
By-Laws provides the Registrant with the authority to purchase insurance
covering the Registrant's directors and officers against any such expense,
liability or loss asserted against them in their capacity as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.


5.1       Opinion of Stanley F. Baldwin, Esq.

10.1(1)   2003 Equity Incentive Plan.

23.1      Consent of KPMG LLP with respect to the financial statements of the
          registrant.

23.2      Consent of Stanley F. Baldwin, Esq. (included with Exhibit 5.1).

24.1      Powers of Attorney (included on the signature page).


----------
(1) Previously filed as an exhibit to the Quarterly Report on Form 10-Q on
August 11, 2003, and incorporated herein by reference.

ITEM 9. REQUIRED UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement:

                        (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act;

                        (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or
          the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement.
          Notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered


                                      II-2
<PAGE>
          would not exceed that which was registered) and any deviation from the
          low or high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement; and

                        (iii) To include any material information with respect
          to the plan of distribution not previously disclosed in the
          registration statement or any material change to such information in
          the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Exchange Act that are incorporated
          by reference in the registration statement.

                    (2) That, for the purpose of determining any liability under
          the Securities Act, each such post-effective amendment shall be deemed
          to be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

                    (3) To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Virginia Beach, State of Virginia, on this 25th day
of September, 2003.


                                                AMERIGROUP CORPORATION

                                                By /s/ Jeffrey L. McWaters
                                                   ---------------------------
                                                   Name:  Jeffrey L. McWaters
                                                   Title: Chairman and Chief
                                                          Executive Officer


                                POWER OF ATTORNEY


      Each person whose signature appears below hereby constitutes and appoints
Stanley F. Baldwin and Jeffrey L. McWaters, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 to be filed in
connection with the offerings of ordinary shares of AMERIGROUP Corporation and
any and all amendments (including post-effective amendments) to this
registration statement, and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or his substitutes, each acting alone, may lawfully do or
cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
           NAME                         TITLE                    DATE


<S>                             <C>                         <C>
/s/ Jeffrey L. McWaters           Chairman and Chief        September 25, 2003
-------------------------         Executive Officer
   Jeffrey L. McWaters           (Principal Executive
                                       Officer)



/s/ Scott M. Tabakin           Chief Financial Officer      September 25, 2003
--------------------------
     Scott M. Tabakin

/s/ Kathleen K. Toth           Chief Accounting Officer     September 25, 2003
--------------------------
     Kathleen K. Toth

/s/ William J McBride                  Director             September 25, 2003
--------------------------
     William J McBride

/s/ Carlos A. Ferrer                   Director             September 25, 2003
--------------------------
     Carlos A. Ferrer

/s/ Uwe E. Reinhardt, Ph.D.            Director             September 25, 2003
---------------------------
    Uwe E. Reinhardt, Ph.D.

/s/ Richard D. Shirk                   Director             September 25, 2003
--------------------------
     Richard D. Shirk

</TABLE>
<PAGE>
EXHIBIT INDEX

5.1       Opinion of Stanley F. Baldwin, Esq.

10.1(1)   2003 Equity Incentive Plan.

23.1      Consent of KPMG LLP with respect to the financial statements of the
          registrant.

23.2      Consent of Stanley F. Baldwin, Esq. (included with Exhibit 5.1).

24.1      Powers of Attorney (included on the signature page).


----------
(1) Previously filed as an exhibit to the Quarterly Report on Form 10-Q on
August 11, 2003, and incorporated herein by reference.
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{"company-data": {"conformed-name": "AMERIGROUP CORP", "cik": "0001064863", "assigned-sic": "6324", "irs-number": "541739323", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109134", "film-number": "03910809"}, "business-address": {"street1": "4425 CORPORATION LANE", "street2": "SUITE 100", "city": "VIRGINIA BEACH", "state": "VA", "zip": "23462", "phone": "7574906900"}, "mail-address": {"street1": "4425 CORPORATION LN", "city": "VIRGINIA BEACH", "state": "VA", "zip": "23462"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2003
                                                           REGISTRATION NO.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             AMERIGROUP CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                 DELAWARE                             54-1739323
         (State of Incorporation)         (I.R.S. Employer Identification No.)

                           --------------------------

                              4425 CORPORATION LANE
                         VIRGINIA BEACH, VIRGINIA 23462
                                 (757) 490-6900
               (Address of Principal Executive Offices) (Zip Code)
                           --------------------------

                           2003 EQUITY INCENTIVE PLAN

                            (Full Titles of the Plan)
                           --------------------------

                               STANLEY F. BALDWIN
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                             AMERIGROUP CORPORATION
                              4425 CORPORATION LANE
                         VIRGINIA BEACH, VIRGINIA 23462
                                 (757) 490-6900
    (Name, Address and Telephone Number, Including Area Code, of Agent for
                                   Service)
                           -------------------------

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                       MAXIMUM
    TITLE OF                     PROPOSED MAXIMUM     AGGREGATE       AMOUNT OF
   SECURITIES      AMOUNT TO BE   OFFERING PRICE      OFFERING      REGISTRATION
TO BE REGISTERED  REGISTERED(1)    PER SHARE(2)         PRICE            FEE
----------------  -------------    ------------         -----            ---
Common Stock,
par value $0.01     4,184,504
per share             shares          $44.36        $185,624,597       $15,017
(1) Represents shares of common stock, par value $0.01 per share (the "Common
Stock") of AMERIGROUP Corporation (the "Registrant") issuable pursuant to the
Registrant's 2003 Equity Incentive Plan (the "Plan"). The maximum number of
shares which may be issued under the Plan is subject to equitable adjustment
upon the occurrence of certain events pursuant to the Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes, in addition to the
number of shares stated above, an indeterminate number of shares which may be
subject to grant or otherwise issuable after the occurrence of any such
corporate transaction or event.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act as follows: the
fee is calculated on the basis of the average of the high and low sale prices
per share of Common Stock as quoted on the New York Stock Exchange on September
18, 2003 (within 5 business days prior to filing this registration statement).

                                     PART I

      The information called for by Part I of this registration statement on
Form S-8 is included in the description of the Plan to be delivered to persons
eligible to participate in the Plan. Pursuant to the Note in the Instructions to
Part I of Form S-8, this information is not being filed with or included in this
registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement as of their respective
dates.

      (1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.

      (2) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2003.

      (3) The Registrant's Form 8-A filed with the Commission on July 24, 2000
pursuant to Section 12(g) of the Exchange Act, including any amendment or
reports filed for the purpose of updating such information.

      All documents filed or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
thereof from the date of filing of such documents with the Commission. Any
statement in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

      Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the issuance of the shares of common stock to be
registered in connection with this registration statement will be passed upon by
Stanley F. Baldwin, Executive Vice President, General Counsel and Secretary of
the Registrant. Mr. Baldwin directly or indirectly owns 11,335 shares of Common
Stock and has options to acquire an aggregate of 48,532 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
corporation's board of directors to grant indemnity to directors and officers in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities, including reimbursement for expenses incurred,
arising under the Securities Act.

      As permitted by Delaware law, Article Sixth of the Registrant's Amended
and Restated Certificate of Incorporation, a copy of which is filed as Exhibit
3.1 to the Registration Statement on Form S-1, as amended (File No. 333-37410),
which is incorporated herein by reference, includes a provision that eliminates,
to the maximum extent permitted by Delaware law,

                                      II-1
the personal liability of its directors for monetary damages for breach of
fiduciary duty as a director. This provision in the Amended and Restated
Certificate of Incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

      As permitted by Delaware law, Article Seventh of the Registrant's Amended
and Restated Certificate of Incorporation provides that (1) the Registrant is
required to indemnify its directors and officers to the fullest extent
authorized or permitted by law, subject to certain very limited exceptions; (2)
the Registrant is permitted, to the extent authorized by its board of directors,
to provide rights to indemnification to its employees and agents similar to
those conferred to its directors and officers; (3) the Registrant is required to
advance expenses, as incurred, to its directors and officers in connection with
a legal proceeding to the fullest extent permitted by Delaware law, subject to
certain very limited exceptions; and (4) the rights conferred in the Amended and
Restated Certificate of Incorporation are not exclusive.

      As permitted by Delaware law, the Registrant's Amended and Restated
By-Laws, a copy of which is filed as Exhibit 3.2 to the Registration Statement
on Form S-1, as amended (File No. 333-37410), which is incorporated herein by
reference, provides that (1) the Registrant is required to indemnify its
directors and officers to the fullest extent authorized by the DGCL, subject to
certain very limited exceptions; (2) the Registrant is required to advance
expenses, as incurred, to its directors and officers in connection with a legal
proceeding to the fullest extent permitted by Delaware law, subject to certain
very limited exceptions; and (3) the rights to indemnification conferred in the
Amended and Restated By-Laws are not exclusive.

      As permitted by the Delaware law, the Registrant's Amended and Restated
By-Laws provides the Registrant with the authority to purchase insurance
covering the Registrant's directors and officers against any such expense,
liability or loss asserted against them in their capacity as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8. EXHIBITS.

5.1       Opinion of Stanley F. Baldwin, Esq.

10.1(1)   2003 Equity Incentive Plan.

23.1      Consent of KPMG LLP with respect to the financial statements of the
          registrant.

23.2      Consent of Stanley F. Baldwin, Esq. (included with Exhibit 5.1).

24.1      Powers of Attorney (included on the signature page).

----------
(1) Previously filed as an exhibit to the Quarterly Report on Form 10-Q on
August 11, 2003, and incorporated herein by reference.

ITEM 9. REQUIRED UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration statement:

                        (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act;

                        (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or
          the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement.
          Notwithstanding the foregoing, any increase or decrease in volume of
          securities offered (if the total dollar value of securities offered

                                      II-2
would not exceed that which was registered) and any deviation from the
          low or high end of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the Commission pursuant
          to Rule 424(b) if, in the aggregate, the changes in volume and price
          represent no more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of Registration Fee"
          table in the effective registration statement; and

                        (iii) To include any material information with respect
          to the plan of distribution not previously disclosed in the
          registration statement or any material change to such information in
          the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Registrant pursuant to
          Section 13 or Section 15(d) of the Exchange Act that are incorporated
          by reference in the registration statement.

                    (2) That, for the purpose of determining any liability under
          the Securities Act, each such post-effective amendment shall be deemed
          to be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

                    (3) To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Virginia Beach, State of Virginia, on this 25th day
of September, 2003.

                                                AMERIGROUP CORPORATION

                                                By /s/ Jeffrey L. McWaters
                                                   ---------------------------
                                                   Name:  Jeffrey L. McWaters
                                                   Title: Chairman and Chief
                                                          Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and appoints
Stanley F. Baldwin and Jeffrey L. McWaters, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign the registration statement on Form S-8 to be filed in
connection with the offerings of ordinary shares of AMERIGROUP Corporation and
any and all amendments (including post-effective amendments) to this
registration statement, and any subsequent registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or his substitutes, each acting alone, may lawfully do or
cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                         TITLE                    DATE
/s/ Jeffrey L. McWaters           Chairman and Chief        September 25, 2003
-------------------------         Executive Officer
   Jeffrey L. McWaters           (Principal Executive
                                       Officer)

/s/ Scott M. Tabakin           Chief Financial Officer      September 25, 2003
--------------------------
     Scott M. Tabakin

/s/ Kathleen K. Toth           Chief Accounting Officer     September 25, 2003
--------------------------
     Kathleen K. Toth

/s/ William J McBride                  Director             September 25, 2003
--------------------------
     William J McBride

/s/ Carlos A. Ferrer                   Director             September 25, 2003
--------------------------
     Carlos A. Ferrer

/s/ Uwe E. Reinhardt, Ph.D.            Director             September 25, 2003
---------------------------
    Uwe E. Reinhardt, Ph.D.

/s/ Richard D. Shirk                   Director             September 25, 2003
--------------------------
     Richard D. Shirk
EXHIBIT INDEX

5.1       Opinion of Stanley F. Baldwin, Esq.

10.1(1)   2003 Equity Incentive Plan.

23.1      Consent of KPMG LLP with respect to the financial statements of the
          registrant.

23.2      Consent of Stanley F. Baldwin, Esq. (included with Exhibit 5.1).

24.1      Powers of Attorney (included on the signature page).

----------
(1) Previously filed as an exhibit to the Quarterly Report on Form 10-Q on
August 11, 2003, and incorporated herein by reference.