SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCWATERS JEFFREY L

(Last)

(First)

(Middle)

C/O AMERIGROUP CORP

4425 CORP LANE STE 300

(Street)

VIRGINIA BEACH

23462

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERIGROUP CORP [ AGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2004		S⁽³⁾		6,000	D	$47.073	34,958⁽⁴⁾	D
Common Stock	08/04/2004		S⁽³⁾		2,000	D	$47.073	45,820⁽⁵⁾	I	By McWaters Family LP
Common Stock	08/05/2004		S⁽³⁾		8,000	D	$46.297	34,958⁽⁴⁾	D
Common Stock	08/05/2004		S⁽³⁾		2,000	D	$46.297	43,820⁽⁶⁾	I	By McWaters Family LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.4	08/04/2004		M			6,000	09/21/2000⁽¹⁾	09/21/2005⁽²⁾	Common Stock	6,000	$47.073	64,000	D
Employee Stock Option (right to buy)	$0.4	08/05/2004		M			8,000	09/21/2000⁽¹⁾	09/21/2005⁽²⁾	Common Stock	8,000	$46.297	56,000	D

Explanation of Responses:

1. Options vest 20% on the first anniversary of the date of grant and 5% quarterly thereafter. The date in the table represents the date on which the options are fully exercisable.

2. Options expire ten years from the date of grant except upon termination whereupon expiration occurs 90 days thereafter.

3. Sold pursuant to Filer's 10b5-1 plan.

4. Prior to this transaction, the filer, Jeffrey L. McWaters, directly owned 34,958 shares. By the transactions reported on this form, the filer exercised an additional 14,000 shares, resulting in a total of 48,958 shares, of which 14,000 shares were sold, resulting in a net direct ownership amount of 34,958 shares.

5. Prior to this transaction, the filer, Jeffrey L. McWaters, by the McWaters Family LP, indirectly owned 47,820 shares. By the transaction reported on this form, the filer sold 2,000 shares, resulting in a net indirect ownership amount of 45,820 shares.

6. Prior to this transaction, the filer, Jeffrey L. McWaters, by the McWaters Family LP, indirectly owned 45,820 shares. By the transaction reported on this form, the filer sold 2,000 shares, resulting in a net indirect ownership amount of 43,820 shares.

	Jeffrey L. McWaters	08/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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