Certain 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                         For Nine Months Ended
(in thousands, except share data,
taxable equivalent)                         Third Quarter       Second Quarter       First Quarter       Fourth Quarter       Third Quarter          2008             2007
Results of Operations:
Net interest income                        $        19,177     $         19,056     $        18,460     $         19,248     $        19,081     $     56,693     $     55,829
Net interest income (tax equivalent)                19,691               19,514              18,814               19,009              19,257           58,019           56,544
Provision for loan losses                            8,220                3,720               3,200                6,914               2,964           15,140            4,407
Non-interest income                                  4,639                5,313               4,842                3,833               4,591           14,794           13,759
Non-interest expense                                14,761               15,962              15,640               15,502              15,169           46,363           43,394
Net income                                             366                3,149               2,966                1,186               3,570            6,480           13,967
Selected Average Balances:
Loans, net of unearned income              $     1,698,024     $      1,650,781     $     1,617,991     $      1,605,006     $     1,569,906     $  1,655,599     $  1,513,321
Investment securities                              299,564              307,304             291,708              297,380             299,925          299,525          298,251
Earning assets                                   2,018,807            1,976,321           1,933,179            1,924,212           1,896,044        1,976,102        1,865,142
Assets                                           2,192,501            2,141,940           2,115,561            2,102,579           2,069,715        2,150,001        2,039,664
Deposits                                         1,792,821            1,764,067           1,748,961            1,725,383           1,695,239        1,768,616        1,693,501
Shareholders' equity                               186,541              192,605             193,971              191,124             187,290          191,039          184,829
Period-End Balances:
Loans, net of unearned income              $     1,710,109     $      1,678,147     $     1,622,437     $      1,614,048     $     1,593,014     $  1,710,109     $  1,593,014
Earning assets                                   2,083,193            2,019,525           1,931,411            1,924,799           1,926,630        2,083,193        1,926,630
Total assets                                     2,257,643            2,193,021           2,118,243            2,112,063           2,103,139        2,257,643        2,103,139
Total deposits                                   1,806,339            1,770,861           1,784,291            1,757,265           1,707,855        1,806,339        1,707,855
Shareholders' equity                               193,344              192,555             196,308              191,249             188,596          193,344          188,596
Per Common Share Data:
Basic earnings per share                   $          0.03     $           0.23     $          0.22     $           0.09     $          0.26     $       0.48     $       1.04
Diluted earnings per share                            0.03                 0.23                0.22                 0.09                0.26             0.48             1.02
Book value per share                                 14.25                14.20               14.48                14.12               13.93            14.25            13.93
End of period shares outstanding                13,564,032           13,564,032          13,556,770           13,539,985          13,539,195       13,564,032       13,539,195
Weighted average shares outstanding
Basic                                           13,515,767           13,510,907          13,497,344           13,485,765          13,501,663       13,508,006       13,477,065
Diluted                                         13,543,612           13,563,032          13,559,761           13,573,626          13,620,069       13,555,469       13,650,217
Market Price:
High Closing Price                                   15.02                16.26               16.41                18.67               23.05            16.20            27.94
Low Closing Price                                     7.79                 8.70               12.49                13.73               17.72             7.79            17.72
Closing Price for Quarter                            14.85                 8.70               16.06                16.85               18.08            14.85            18.08
Trading volume (avg daily)                          43,464               62,739              61,780               51,604              50,547           55,903           43,565
Cash dividends per share                              0.05                 0.14                0.14                 0.14                0.14             0.33             0.42
Price to earnings                                     *N/M                 9.45               18.25                15.18               12.38             *N/M            12.38
Price to book value                                   1.04                 0.61                1.11                 1.19                1.30             1.04             1.30
Performance Ratios:
    Return on average assets                          0.07 %               0.59 %              0.56 %               0.23 %              0.68 %           0.40 %           0.92 %
    Return on average equity                          0.78 %               6.58 %              6.15 %               2.48 %              7.56 %           4.53 %          10.10 %
    Loans/Deposits (average)                         94.71 %              93.58 %             92.51 %              93.02 %             92.61 %          93.61 %          89.36 %
Net interest margin (tax equivalent)                  3.87 %               3.96 %              3.91 %               3.92 %              4.03 %           3.92 %           4.05 %
Equity/Assets (average)                               8.51 %               8.99 %              9.17 %               9.09 %              9.05 %           8.88 %           9.06 %
Efficiency ratio                                     61.98 %              65.50 %             67.12 %              67.21 %             64.08 %          64.86 %          62.36 %

* N/M = Not Meaningful

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 September 30, 2008 as compared to December 31, 2007 and operating results for the three-month and nine-month periods ended September 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 September 30, 2008 and 2007

Consolidated Earnings and Profitability
Ameris reported net income of $366,000, or $0.03 per share, for the quarter ended September 30, 2008, compared to net income for the same quarter in 2007 of $3.6 million, or $0.26 per share. The Company's return on average assets and average shareholders' equity declined in the third quarter of 2008 to 0.07% and 0.78%, respectively, compared to 0.68% and 7.56% in the third quarter of 2007. Decreasing credit quality and lower net interest margins are the primary reasons for the declines in earnings and profitability levels.

Net Interest Income and Margins
On a tax equivalent basis, net interest income for the third quarter of 2008 was $19.7 million, an increase of less than one percent 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 3.87% at the end of the third quarter compared to 4.03% in the same period of 2007.

Total interest income during the third quarter of 2008 was $32.1 million compared to $37.5 million in the same quarter of 2007. Yields on earning assets also fell, declining from 7.87% in the third quarter of 2007 to 6.38% in the third quarter of 2008. Yields on loans led overall yields lower, declining to 6.67% in the third quarter compared to 8.48% in the same period in 2007. Declines in loan yields were the result of decreases in the prime rate beginning in November 2007. At the end of the third quarter, yields on the Company's variable loan portfolio had decreased to 6.00%, compared to 8.40% for the same quarter of 2007. When compared to the third quarter of 2007, yields on fixed rate loans in the third quarter of 2008 declined to 7.54% from 8.16%.
Fixed rate loans account for approximately 43.74% of the total portfolio.

Interest expense declined significantly, offsetting declines in interest income. Total interest expense in the third quarter of 2008 amounted to $12.9 million, reflecting a decline of 29.59% from the same quarter in 2007. The Company's cost of funding declined to 2.54% in the current quarter from 3.90% reported during the third quarter of 2007. Yields on the Company's CD portfolio declined to 3.79% in the third quarter of 2008 compared to 5.08% in the same quarter of 2007. Costs of non-deposit funding declined significantly in the third quarter of 2008 to 2.09% compared to 5.78% in the third 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 third quarter of 2008 amounted to $8.2 million compared to $3.0 million 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 2.52% at September 30, 2008 compared to 1.38% at September 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 result in an improving trend in credit quality but understands that a stronger real estate market is required.

Net charge-offs in the third quarter of 2008 amounted to $6.7 million, or annualized 1.58% of total loans, compared to $1.5 million, or 0.39%, in the third quarter of 2007. Net charge-offs in the third quarter of 2008 were more geographically widespread than in previous quarters, but were still centered in our north Florida markets.

Noninterest Income
Noninterest income in the third quarter of 2008 increased slightly to $4.64 million from $4.59 million in the same quarter of 2007. Service charges on deposit accounts increased approximately $460,000 to $3.7 million in the current quarter. These increases were primarily the result of higher fee and service charge structures implemented during the fourth quarter of 2007. During the quarter, income from mortgage banking activities decreased 4.9% or $38,000 to end the third quarter at $745,000. The decrease in mortgage income was related to market turmoil which some of the Bank's markets continue to experience.

Noninterest Expense
Noninterest expenses in the third quarter of 2008 decreased to $14.8 million compared to $15.2 million in the same quarter of 2007. Salaries and benefits decreased 4.37% or $7.1 million during the third quarter when compared to the same period a year ago. This change was due mostly to lower levels of incentive accrual. During the third quarter of 2008 the Company did not accrue an expense for incentive pay compared to an incentive accrual expense of approximately $277,000 in the third quarter of 2007. The Company's continued expansion in South Carolina and Jacksonville, Florida contributed to a larger than normal 7.7% increase in premises and equipment expense to end the quarter at $1.9 million. Other operating expenses decreased approximately $327,000 to $4.2 million in the third quarter of 2008 when compared to the third quarter of 2007. The majority of the decrease was a result of a decrease in legal expenses.

Income taxes
Income taxes in the third quarter amounted to $469,000, an effective rate of 56.2%, compared to $1.9 million and 35.5%, respectively, in the same quarter of 2007. During the third quarter, the company settled certain issues with the Internal Revenue Service resulting in approximately $261,000 in additional tax and an abnormally high effective rate.

Results of Operations for the Nine Months Ended September 30, 2008 and 2007

Interest Income
Interest income for the nine months ended September 30, 2008 was $98.5 million, a decline of 10.4%, compared to $108.7 million for the same period in 2007. Average earning assets for the nine month period increased 5.9%, to $1.97 billion as of September 30, 2008 compared to $1.86 billion as of September 30, 2007. Yield on average earning assets declined to 6.73% from 7.84% for the nine months ended September 30, 2008 and 2007, respectively.

Interest Expense
Total interest expense for the nine months ended September 30, 2008 amounted to $41.8 million, reflecting a decline of 21.0% from the same period of 2007. During the nine month period ended September 30, 2008, the Company's cost of funding declined to 2.86% from 3.85% reported in the previous year. In the same period, yields on the Company's CD portfolio fell to 4.27% compared to 5.06% for the nine months period ended September 30, 2008. The Company's non-deposit funding declined significantly to 2.86% from 3.85% in the first nine months of 2007.

Decreases in both interest income and interest expense result from a lower rate environment in the current period than was experienced during the same period in 2007.

Net Interest Income
On a tax equivalent basis, net interest income for the nine months ended September 30, 2008 increased 2.65% to $58.0 million compared to $56.5 million for the same period ending September 30, 2007. The majority of the increase is the result of an increase in earning assets. Earning assets increased $156.3 million or 8.15% during the nine month period, which helped offset the impact of a decreasing net interest margin. The Company's net interest margin decreased to 3.92% for the nine months ended September 30, 2008 compared to 4.05% as of September 30, 2007.

Provision for Loan Losses
The provision for loan losses increased notably to $15.1 million for the nine months ended September 30, 2007 compared to $4.4 million in the same period in 2007. Total non-performing assets increased to $43.1 million at September 30, 2008 from $21.9 million at September 30, 2007. For the nine month period ending September 30, 2008, Ameris had net charge-offs of $12.6 million compared to $2.8 million for the same period in 2007. As a percent of loans, annualized net charge offs were 0.99% and 0.24% for the nine months ending September 30, 2008 and 2007, respectively.

Noninterest Income
Noninterest income for the first nine months of 2008 grew $1.0 million, or 7.52%, to $14.8 million, compared to the prior year period. Service charges on deposit accounts increased 16.48%, or $1.5 million, to end the nine month period at $10.6 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 nine months ended September 30, 2008 totaled $2.5 million, an increase of $200,000, or 8.70%, compared to mortgage banking activities of $2.3 million in the nine months ended September 30, 2007.

Noninterest Expense
Non-interest expense for the first nine months of 2008 was $46.4 million. This represents a $3.0 million increase over the prior year period which totaled $43.4 million. Salaries and employee benefits of $24.4 million for the nine months ended September 30, 2008 were $1.8 million higher than the $22.6 million reported for the same period in 2007. The majority of the increase is attributable to new hires across the Company's newer markets. Occupancy and equipment expense increased approximately $800,000 to $6.0 million for the nine months ended September 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 nine months of 2008 to $2.0 million, an increase of approximately $707,000 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 nine months of 2008, collection expense related to problem loans increased approximately 18.32% to $840,983 from $710,726 for the same period ended September 30, 2007.

Income Taxes
For the nine months ended September 30, 2008 and 2007, the provision for taxes was $3.5 million and $7.8 million, respectively. The effective tax rate for the nine months ended September 30, 2008 was 35.1% compared to 35.9% 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 nine months of 2008 compared to the first nine months of 2007.

Short-Term Investments
The Company's short-term investments are comprised of federal funds sold and interest bearing balances. At September 30, 2008, the Company's short-term investments were $75.4 million, compared to $12.0 million and $22.9 million at December 31, 2007 and September 30, 2007, respectively. These balances have historically been distributed between deposits held by the Federal Home Loan Bank, and federal funds sold.

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 September 30, 2008 and 2007.

                                              Well       Adequately
                                          Capitalized    Capitalized     September 30, 2008      September 30,
                                          Requirement    Requirement           Actual             2007 Actual
Tier 1 Capital (to Average Assets)            ?5%            ?4%                   8.30 %              8.53 %
Tier 1 Capital (to Risk Weighted Assets)      ?6%            ?4%                  10.08 %             10.80 %
Total Capital (to Risk Weighted Assets)       ?10%           ?8%                  11.33 %             12.05 %

Loans and Allowance for Loan Losses
At September 30, 2008, gross loans outstanding were $1.71 billion, an increase of $117.1 million, or 7.4%, over balances at September 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 . . .