Certain of the statements made in this report are "forward-looking statements" within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "predict," "could," "intend," "target," "potential" and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, legislative and regulatory initiatives; additional competition in Ameris' markets; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by Ameris; state and federal banking regulations; changes in or application of environmental and other laws and regulations to which Ameris is subject; political, legal and economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather, natural disasters and other catastrophic events; and other factors discussed in Ameris' filings with the Securities and Exchange Commission under the Exchange Act.

All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.

The following table sets forth unaudited selected financial data for the previous five quarters. This data should be read in conjunction with the consolidated financial statements and the notes thereto and the information contained in this Item 2.

                                                                2008                                               2007
(in thousands, except share data, taxable
equivalent)                                      Second Quarter       First Quarter       Fourth Quarter       Third Quarter       Second Quarter
Results of Operations:
Net interest income                             $         19,056     $        18,460     $         19,248     $        19,081     $         18,330
Net interest income (tax equivalent)                      19,514              18,814               19,009              19,257               18,722
Provision for loan losses                                  3,720               3,200                6,914               2,964                  936
Non-interest income                                        5,313               4,842                3,833               4,591                4,643
Non-interest expense                                      15,961              15,640               15,502              15,170               13,780
Net income                                                 3,149               2,966                1,186               3,570                5,373
Selected Average Balances:
Loans, net of unearned income                   $      1,650,781     $     1,617,991     $      1,605,006     $     1,569,906     $      1,511,333
Investment securities                                    307,304             291,708              297,380             299,925              301,848
Earning assets                                         1,976,321           1,933,179            1,924,212           1,896,044            1,862,381
Assets                                                 2,141,940           2,115,561            2,112,579           2,069,715            2,030,018
Deposits                                               1,764,067           1,748,961            1,725,383           1,695,239            1,693,020
Shareholders' equity                                     192,605             193,971              191,124             187,290              185,177
Period-End Balances:
Loans, net of unearned income                   $      1,678,147     $     1,622,437     $      1,614,048     $     1,593,014     $      1,556,862
Earning assets                                         2,009,873           1,924,415            1,917,240           1,917,901            1,873,846
Total assets                                           2,193,021           2,118,243            2,112,063           2,103,139            2,049,073
Total deposits                                         1,770,861           1,784,291            1,757,265           1,707,855            1,695,185
Shareholders' equity                                     192,555             196,308              191,249             188,596              184,099
Per Common Share Data:
Basic earnings per share                        $           0.23     $          0.22     $           0.09     $          0.26     $           0.40
Diluted earnings per share                                  0.23                0.22                 0.09                0.26                 0.39
Book value per share                                       14.20               14.48                14.12               13.93                13.60
End of period shares outstanding                      13,564,032          13,556,770           13,539,985          13,539,195           13,541,476
Weighted average shares outstanding
Basic                                                 13,510,907          13,497,344           13,485,765          13,501,663           13,485,683
Diluted                                               13,563,032          13,559,761           13,573,626          13,620,069           13,663,072
Market Price:
High Closing Price                                         16.26               16.41                18.67               23.05                25.58
Low Closing Price                                           8.70               12.49                13.73               17.72                21.76
Closing Price for Quarter                                   8.70               16.06                16.85               18.08                22.47
Trading volume (avg daily)                                62,739              61,780               51,604              50,547               38,941
Cash dividends per share                                    0.14                0.14                 0.14                0.14                 0.14
Price to earnings                                           9.45               18.25                15.18               12.38                14.40
Price to book value                                         0.61                1.11                 1.19                1.30                 1.65
Performance Ratios:
    Return on average assets                                0.59 %              0.56 %               0.23 %              0.68 %               1.06 %
    Return on average equity                                6.58 %              6.15 %               2.48 %              7.56 %              11.64 %
    Loans/Deposits (average)                               93.58 %             92.51 %              93.02 %             92.61 %              89.27 %
Net interest margin (tax equivalent)                        3.96 %              3.91 %               3.92 %              4.03 %               4.03 %
Equity/Assets (average)                                     8.99 %              9.27 %               9.06 %              9.04 %               9.12 %
Efficiency ratio                                           65.50 %             67.12 %              67.21 %             64.08 %              59.98 %

Overview
The following is management's discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated statement of condition as of June 30, 2008 as compared to December 31, 2007 and operating results for the three-month and six-month periods ended June 30, 2007. These comments should be read in conjunction with the Company's unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

Results of Operations for the Three Months Ended June 30, 2008 and 2007

Consolidated Earnings and Profitability
Ameris reported net income of $3.1 million, or $0.23 per share, for the quarter ended June 30, 2008, compared to net income for the same quarter in 2007 of $5.4 million, or $0.39 per share. The Company's return on average assets and average shareholders' equity declined in the second quarter of 2008 to 0.59% and 6.58%, respectively, compared to 1.06% and 11.64% in the second quarter of 2007. Declines in credit quality and lower net interest margins were the primary reasons for the declines in earnings and profitability levels.

Net Interest Income and Margins
Net interest income for the second quarter of 2008 was $19.0 million, a 3.9% increase compared to the same quarter in 2007. While the Company's net interest income increased slightly, the net interest margin declined reflecting the recent declines in short-term rates. The Company's net interest margin declined to 3.96% at the end of the second quarter compared to 4.03% in the same period of 2007.

Interest income during the second quarter of 2008 was $32.2 million compared to $35.8 million in the same quarter of 2007. Yields on earning assets also fell, declining from 7.80% in the second quarter of 2007 to 6.64% in the second quarter of 2008. Yields on loans led overall yields lower, declining to 6.97% in the second quarter compared to 8.46% in the same period in 2007. Declines in loan yields were primarily related to declines in variable loans as fixed rate loans declined only marginally. At the end of the second quarter, yields on the Company's variable loan portfolio had decreased to 5.99%, compared to 8.75% for the same quarter of 2007. When compared to the second quarter of 2007, yields on fixed rate loans in the second quarter of 2008 declined to 7.69% from 8.14%.
Fixed rate loans account for approximately 47.60% of the total portfolio.

Interest expense also declined significantly, offsetting the majority of declines in interest income. Total interest expense in the second quarter of 2008 amounted to $13.2 million, reflecting a decline of 24.66% from the same quarter in 2007. The Company's cost of funding declined to 2.74% in the current quarter from 3.84% reported during the second quarter of 2007. Yields on the Company's CD portfolio declined to 4.26% in the second quarter of 2008 compared to 5.08% in the same quarter of 2007. In addition to CDs, the Company's non-deposit funding declined significantly. Yields on non-deposit borrowing in the second quarter of 2008 were 2.10% compared to 5.81% in the second quarter of 2007. Declines in the costs of non-deposit borrowings relate mostly to favorable structures in the Company's borrowings from the FHLB.

Provision for Loan Losses and Credit Quality The Company's provision for loan losses during the second quarter of 2008 amounted to $3.7 million compared to $936,000 for the same quarter of 2007. The increase in the provision was related to continued credit quality declines in several of the Bank's markets. Non-performing assets as a percentage of loans and OREO increased to 2.09% at June 30, 2008 compared to 1.17% at June 30, 2007. A severe slowdown in real estate activity (sales and valuations) centered primarily in our north Florida markets has exposed weaker borrowers and stressed the financial condition of stronger borrowers. Strengthening the underlying controls and risk management systems around credit quality has been a priority for the past several quarters and continues today. These efforts compound the efforts already underway to remove weaker borrowers from the balance sheet and to aggressively work non-performing assets. The Company believes that these efforts will ultimately yield to a moderating and improving trend on credit quality but understands that a stronger real estate market is required.

Net charge-offs in the second quarter of 2008 amounted to $3.1 million, or annualized 0.75% of total loans compared to $1.0 million, or 0.26%, in the second quarter of 2007. Net charge-offs in the second quarter of 2008 were centered in our north Florida markets on loans that were identified as weaker credits or loans with deficiencies prior to December 31, 2007.

Noninterest Income
Noninterest income in the second quarter of 2008 increased to $5.3 million from $4.6 million in the same quarter of 2007. Service charges on deposit accounts increased approximately $598,000 to $3.7 million in the current quarter. These increases were primarily the result of significantly more transaction accounts becoming subject to fees and charges and continued efforts to increase service charges where appropriate. In addition to increases in service charges, income from mortgage banking activities increased 7.0% to $855,000. Increases in mortgage related income was primarily the result of continued expansion in the Company's staff of producers in the second half of 2007.

Noninterest Expense
Noninterest expenses in the second quarter of 2008 increased to $16.0 million compared to $13.8 million in the same quarter of 2007. Salaries and benefits increased 15.58% to $8.7 million during the second quarter when compared to the same period a year ago. The Company's continued expansion in South Carolina and Jacksonville, Florida contributed to a larger than normal 22.4% increase in premises and equipment expense to end the quarter at $2.1 million. Other operating expenses increased approximately $604,000 to $4.3 million in the second quarter of 2008 when compared to the second quarter of 2007. These increases are the result of increased expenses associated with non-performing assets as well as increases in advertising and marketing expenses.

Income taxes
Income taxes in the second quarter amounted to $1.5 million, an effective rate of 32.8%, compared to $2.9 million and 34.9%, respectively, in the same quarter of 2007.

Results of Operations for the Six Months Ended June 30, 2008 and 2007

Interest Income
Interest income for the six months ended June 30, 2008 was $66.3 million, a decline of 6.9%, compared to $71.2 million for the same period in 2007. Average earning assets for the six month period increased 5.6%, to $1.95 billion as of June 30, 2008 compared to $1.85 billion as of June 30, 2007. Yield on average earning assets declined 92 basis points to 6.91% from 7.83% for the six months ended June 30, 2008 and 2007, respectively.

Interest Expense
Total interest expense for the six months ended June 30, 2008 amounted to $28.8 million, reflecting a decline of 16.4% from the same period of 2007. During the six month period ended June 30, 2008, the Company's cost of funding declined to 3.02% from 3.81% reported in the previous year. In the same period, yields on the Company's CD portfolio fell to 4.52% compared to 5.06% for the six months period ended June 30, 2008. The Company's non-deposit funding declined significantly to 2.93% from 5.75% in the first half of 2007.

Net Interest Income
Net interest income for the six months ended June 30, 2008 increased $767,000, or 2.0%, to $37.5 million compared to $36.7 million for the same period ending June 30, 2007. The Company's net interest margin decreased to 3.94% for the six months ended June 30, 2008 compared to 4.07% as of June 30, 2007.

Provision for Loan Losses
The provision for loan losses rose notably to $6.9 million for the six months ended June 30, 2007 compared to $1.4 million in the same period in 2007. Total non-performing assets increased to $35.1 million at June 30, 2008 from $18.2 million at June 30, 2007. For the six month period ending June 30, 2008, Ameris had net charge-offs of $5.9 million compared to $1.3 million for the same period in 2007.

Noninterest Income
Noninterest income for the first six months of 2008 rose $988,000, or 10.7%, to $10.2 million, compared to the year ago period. Service charges on deposit accounts increased 17.5%, or $1.0 million, to end the six month period at $7.0 million. Mortgage banking activities include origination fees, service release premiums and gain on the sales of mortgage loans held-for-sale. Mortgage banking activities for the six months ended June 30, 2008 totaled $1.7 million, an increase of $243,000, or 16.4%, compared to mortgage banking activities of $1.5 million in the six months ended June 30, 2007.

Noninterest Expense
Non-interest expense for the first six months of 2008 was $31.6 million. This represents a $3.3 million increase over the prior year period which totaled $28.2 million. Salaries and employee benefits of $17.2 million for the six months ended June 30, 2008 were $2.0 million higher than the $15.2 million reported for the same period in 2007. The majority of this increase is attributable to new hires across the Company's growth markets. Occupancy and equipment expense increased $701,000 to $4.1 million for the six months ended June 30, 2008 compared to the same period of 2007 as a result of new branch offices, primarily in South Carolina and Jacksonville, Florida. Marketing and advertising expense increased during the first half of 2008 to $1.2 million, an increase of approximately $700,000 when compared to the same period in 2007. This increase relates to aggressive marketing campaigns in new and existing markets and is partially the cause of increases in mortgage and service charge revenues. At the end of the first six months of 2008, collection expense related to problem loans more than doubled to $520,000 from $200,000 from the same period ended June 30, 2007.

Income Taxes
For the six months ended June 30, 2008 and 2007, the provision for taxes was $3.0 million and $5.9 million, respectively. The effective tax rate for the six months ended June 30, 2008 was 33.1% compared to 36.0% for the same period in 2007. The amount of income tax expense is influenced by the amount of taxable income and the amount of tax-exempt income. Decreases in the tax expense directly correspond to the decrease in taxable income reported at the end of the first six months of 2008 compared to the first six months of 2007.

Short-Term Investments
The Company's short-term investments are comprised of federal funds sold and interest bearing balances. At June 30, 2008, the Company's short-term investments were $38.1 million, compared to $12.0 million and $16.3 million at December 31, 2007 and June 30, 2007, respectively. These balances have historically been distributed between deposits held by the Federal Home Loan Bank, IPS balances and bank owned CDs. Due to the interest rate environment, the Company has moved from having approximately 28-23% of short-term investments in IPS to have zero IPS balances at June 30, 2008. The type and amount of total short-term investments has changed as Management shifted earning assets into higher yielding instruments.

Other Borrowings
At June 30, 2008, total other borrowings amounted to $133.0 million compared to $90.5 million and $105.5 million at December 31, 2007 and June 30, 2007, respectively. The majority of these balances are comprised in the Company's borrowing relationship with the FHLB of Atlanta. Total borrowings at the FHLB were $128.0 million, $85.5 million and $69.5 million at June 30, 2008, December 31, 2007 and June 30, 2007, respectively. Due to changes in the interest rate environment, the Company has been shifting its sources of leverage in an attempt to adjust the Company's borrowings into the most favorable position, which has resulted in the change of the three periods.

Capital
Capital management consists of providing equity to support both current and anticipated future operations. The Company is subject to capital adequacy requirements imposed by the Federal Reserve Board (the "FRB") and the Georgia Department of Banking and Finance (the "GDBF"), and the Bank is subject to capital adequacy requirements imposed by the Federal Deposit Insurance Corporation (the "FDIC") and the GDBF.

The FRB, the FDIC and the GDBF have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks and to account for off-balance sheet exposure.

The minimum requirements established by the regulators for the Bank are set forth in the table below along with the actual ratios at June 30, 2008 and 2007.

                                              Well      Adequately
                                          Capitalized  Capitalized    June 30, 2008   June 30, 2007
                                          Requirement  Requirement       Actual          Actual
Tier 1 Capital (to Average Assets)            ?5%          ?4%             8.55 %          8.59 %
Tier 1 Capital (to Risk Weighted Assets)      ?6%          ?4%            10.24 %         10.74 %
Total Capital (to Risk Weighted Assets)       ?10%         ?8%            11.50 %         11.99 %

Loans and Allowance for Loan Losses
At June 30, 2008, gross loans outstanding were $1.68 billion, an increase of $121.3 million, or 7.8%, over gross loans at June 30, 2007. The growth in the loan portfolio was attributable to a consistent focus on quality loan production and expansion into faster growing markets over the past few years. The Company regularly monitors the composition of the loan portfolio to evaluate the adequacy of the allowance for loan losses in light of the impact that changes in the economic environment may have on the loan portfolio.

The Company focuses on the following loan categories: (1) commercial, financial & agricultural, (2) residential real estate, (3) commercial and farmland real estate, (4) construction and development related real estate, and (5) consumer. The Company's management has strategically located its branches in south and southeast Georgia, north Florida, southeast Alabama and the state of South Carolina and has taken advantage of the growth in these areas.

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The provision for loan losses is based on management's evaluation of the size and composition of the loan portfolio, the level of non-performing and past due loans, historical trends of charged-off loans and recoveries, prevailing economic conditions and other factors management deems appropriate. The Company's management has established an allowance for loan losses which it believes is adequate for the risk of loss inherent in the loan portfolio. Based on a credit evaluation of the loan portfolio, management presents a monthly review of the allowance for loan losses to the Company's Board of Directors. The review that management has developed primarily focuses on risk by evaluating individual loans in certain risk categories. These categories have also been established by management and take the form of loan grades. By grading the loan portfolio in this manner the Company's management is able to effectively evaluate the portfolio by risk, which management believes is the most effective way to analyze the loan portfolio and thus analyze the adequacy of the allowance for loan losses. The Company's reserve for loan losses is completely allocated to individual loans through this grading system.

The Company's risk management processes include a loan review program designed to evaluate the credit risk in the loan portfolio and insure credit grade accuracy. Through the loan review process, the Company maintains a loan portfolio summary analysis, charge-off and recoveries analysis, trends in accruing problem loan analysis, and problem and past due loan analysis which serve as tools to assist management in assessing the overall quality of the loan portfolio and the adequacy of the allowance for loan losses. Loans classified as "substandard" are loans which are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. These assets exhibit a well-defined weakness or are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These weaknesses may be characterized by past due performance, operating losses and/or questionable collateral values. Loans classified as "doubtful" are those loans that have characteristics similar to substandard loans but have an increased risk of loss. Loans classified as "loss" are those loans which are considered uncollectible and are in the process of being charged-off.

The allowance for loan losses is established by examining (1) the large classified loans, nonaccrual loans and loans considered impaired and evaluating them individually to determine the specific reserve allocation, and (2) the remainder of the loan portfolio to allocate a portion of the allowance based on past loss experience and the economic conditions for the particular loan category. The Company will also consider other factors such as changes in lending policies and procedures; changes in national, regional, and/or local economic and business conditions; changes in the nature and volume of the loan portfolio; changes in the experience, ability and depth of either the bank president or lending staff; changes in the volume and severity of past due and classified loans; changes in the quality of the Company's corporate loan review system; and other factors management deems appropriate. Historically, we believe our estimates of the level of allowance for loan losses required have been appropriate and our expectation is that the primary factors considered in the provision calculation will continue to be consistent with prior trends.

For the six month period ending June 30, 2008, the Company recorded net . . .