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.

                                                                      2009                                             2008
(in thousands, except share                                Second               First              Fourth              Third              Second
data, taxable equivalent)                                  Quarter             Quarter             Quarter            Quarter            Quarter
Results of Operations:
  Net interest income                                 $       18,539      $       16,968      $       15,972      $       19,177     $       19,056
  Net interest income (tax equivalent)                        18,721              17,126              15,991              19,691             19,514
  Provision for loan losses                                    9,390               7,912              19,890               8,220              3,720
  Non-interest income                                          4,596               5,496               4,393               4,639              5,313
  Non-interest expense                                        17,729              15,727              16,428              14,761             15,962
  Provision for income tax (benefit)/expense                  (1,290 )             (539)             (5,556)                 469              1,538
  Preferred stock dividends                                      665                 589                 328                   -                  -
  Net (loss)/income available to common
  shareholders                                                (3,359 )            (1,225 )          (10,725)                 366              3,149
Selected Average Balances:
  Loans, net of unearned income                       $    1,674,984      $    1,683,615      $    1,703,137      $    1,698,024     $    1,650,781
  Investment securities                                      264,995             359,754             328,956             287,973            296,597
  Earning assets                                           2,098,757           2,166,624           2,174,387           2,018,807          1,976,321
  Assets                                                   2,285,190           2,346,958           2,354,142           2,192,501          2,141,940
  Deposits                                                 2,002,528           2,002,534           1,987,840           1,792,821          1,764,067
  Common shareholders' equity                                188,442             190,395             192,479             186,541            192,605
Period-End Balances:
  Loans, net of unearned income                       $    1,677,045      $    1,672,923      $    1,695,777      $    1,710,109     $    1,678,147
  Earning assets                                           2,095,599           2,160,427           2,216,681           2,083,193          2,019,525
  Total assets                                             2,285,245           2,346,278           2,407,090           2,257,643          2,193,021
  Deposits                                                 1,976,371           2,028,684           2,013,525           1,806,339          1,770,861
  Common shareholders' equity                                183,875             188,844             190,331             193,344            192,555
Per Common Share Data:
  Earnings per share - Basic                          $        (0.25 )    $        (0.09 )    $        (0.79 )    $         0.03     $         0.23
  Earnings per share - Diluted                                 (0.25 )             (0.09 )             (0.79 )              0.03               0.23
  Book value per share                                         13.54               13.90               14.06               14.25              14.20
  End of period shares outstanding                        13,581,179          13,584,107          13,534,601          13,564,032         13,564.032
Weighted average shares outstanding
  Basic                                                   13,523,823          13,527,437          13,532,521          13,515,767         13,510,907
  Diluted                                                 13,523,823          13,527,437          13,532,521          13,543,612         13,563,032
Market Data:
  High closing price                                  $         8.09      $        11.73      $        14.21      $        15.02     $        16.26
  Low closing price                                             5.29                3.66                7.19                7.79               8.70
  Closing price for quarter                                     6.32                4.71               11.85               14.85               8.70
  Average daily trading volume                                28,778              31,931              31,527              43,464             62,739
  Cash dividends per share                                      0.05                0.05                0.05                0.05               0.14
  Price to earnings                                              N/M                 N/M                 N/M                 N/M               9.45
  Price to book value                                           0.47                0.34                0.84                1.04               0.61
Performance Ratios:
  Return on average assets                                    (0.59% )            (0.21% )            (1.81% )             0.07%              0.59%
  Return on average common equity                             (7.15% )            (2.61% )           (22.17% )             0.78%              6.58%
  Average loan to average deposits                            84.79%              84.07%              85.67%              94.71%             93.58%
  Average equity to average assets                             8.25%               8.11%               8.18%               8.51%              8.99%
  Net interest margin (tax equivalent)                         3.58%               3.21%               2.92%               3.87%              3.96%
  Efficiency ratio (tax equivalent)                           76.03%              70.01%              80.67%              61.98%             65.50%

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, 2009 as compared to December 31, 2008 and operating results for the three and six month period ended June 30, 2009. 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, 2009

Consolidated Earnings and Profitability
Ameris reported a net loss available to common shareholders of $3.4 million, or $0.25 per diluted share, for the quarter ended June 30, 2009, compared to net income for the same quarter in 2008 of $3.1 million, or $0.23 per share. The Company's return on average assets and average shareholders' equity declined in the second quarter of 2009 to (0.59%) and (7.15%), respectively, compared to 0.59% and 6.58% in the second quarter of 2008. The decrease in earnings and profitability during the quarter was principally due to higher levels of loan loss provisions and costs associated with problem assets.

Net Interest Income and Margins
On a tax equivalent basis, net interest income for the second quarter of 2009 was $18.7 million, a decrease of $792,000 compared to the same quarter in 2008. The Company's net interest margin fell during the second quarter of 2009 to 3.58% compared to 3.96% during the same quarter in 2008. While the net interest margin decreased from the prior year period, margins for the second quarter of 2009 increased to 3.58% compared to 3.21% during the first quarter of 2009. The improvement is due to increased yields on investment securities and lower deposit costs.

Total interest income during the second quarter of 2009 was $29.3 million compared to $32.7 million in the same quarter of 2008. Yields on earning assets fell to 5.60% compared to 6.64% reported in the second quarter of 2008. During the quarter, loan yields decreased when compared to the second quarter of 2008 due primarily to the lower interest rate environment that materialized late in 2008. Although rates remain at historical lows, spreads on loan production in the Bank's local markets have improved during the first two quarters of 2009 and have helped to stabilize loan yields for the most recent three quarters.

Interest expense declined significantly, helping to offset declines in interest income. Total interest expense in the second quarter of 2009 amounted to $10.6 million, reflecting a decline of $2.6 million from the same quarter in 2008 Total funding costs declined to 2.08% in the second quarter of 2009 compared to 2.75% at the same time in 2008. The decline in total funding costs relates to savings realized on both deposit funding and non-deposit funding. Deposit costs decreased from 2.80% in the second quarter of 2008 to 2.04% in the current quarter of 2009. Management expects significant savings in the third and fourth quarters of 2009 as the time deposit portfolio continues to reprice at lower rates. Ongoing efforts to increase low-cost deposit accounts will also reduce interest expense. Savings on non-deposit borrowings reflect lower levels of one and three month LIBOR as well as lower outstanding balances. At the end of the second quarter of 2009, the Company's total non-deposit funding was 2.82% of total assets compared to 9.81% at the same time in 2008.

Provision for Loan Losses and Credit Quality The Company's provision for loan losses during the second quarter amounted to $9.4 million, an increase of $5.7 million over the $3.7 million recorded in the second quarter of 2008. The increase in the provision for loan losses reflected the trend in the level of non-performing assets. At the end of the second quarter of 2009, total non-performing assets increased to 5.25% of total loans compared to 2.09% at June 30, 2008.

Net charge-offs on loans during the second quarter of 2009 increased to $6.8 million, compared to $3.2 million in the second quarter of 2008. For the quarters ended June 30, 2009 and 2008, net charge-offs as a percentage of loans were 1.63% and 0.75% respectively. The Company's allowance for loan losses at June 30, 2009 was $45.0 million or 2.68% of total loans, compared to $28.7 million or 1.71% at June 30, 2008.

Non-interest Income
Total non-interest income for the second quarter of 2009 decreased 13.7% to $4.6 million from $5.3 million in the second quarter of 2008. During the second quarter of 2009, the Company sold several positions in its investment portfolio and recognized a gain of approximately $101,000. Also, during the second quarter of 2008 the Company recognized $400,000 in income from the sale of VISA, Inc. stock. Excluding these items, non-interest income would have declined in the current quarter by 8.8% or $432,000 when compared to the same period in 2008. The remaining decrease in non-interest income related to declines in service charge revenue where the Company experienced significantly fewer overdrafts. For the second quarter of 2009, total service charges were $3.4 million when compared to $3.7 million in the same quarter of 2008.

Non-interest Expense
Total non-interest expenses for the second quarter of 2009 rose to $17.7 million, compared to $16.0 million at the same time in 2008. Salaries and benefits declined 8.8% from the prior year period, which reflected a 9.5% decrease in the number of full time equivalent employees. Occupancy and equipment expense for the second quarter of 2009 was $2.2 million, representing an increase of 5.8% from the same quarter in 2008, reflecting the cost of several new offices opened during the past few quarters. Other operating expenses increased $2.7 million during the second quarter of 2009 compared to in the same quarter in 2008. Increases in collection expenses, losses on OREO and costs related to problem loans contributed to the increase in other operating expenses. Additionally, FDIC premiums increased from $174,000 in June 2008 to $1.58 million in June 2009.

Income taxes
Federal income tax expense is influenced by the amount of taxable income, the amount of tax-exempt income and the amount of non-deductible expenses. For the second quarter of 2009, the Company reported an income tax benefit of $1.3 million. This compares to income tax expense of $1.5 million in the same period of 2008. The Company's effective tax rate was 32% and 33% for the quarters ended June 30, 2009 and 2008, respectively.

Results of Operations for the Six Months Ended June 30, 2009

Interest Income
Interest income for the six months ended June 30, 2009 was $58.7 million, a decline of $7.6 million, compared to $66.3 million for the same period in 2008. Average earning assets for the six month period increased $177.7 million to $2.13 billion as of June 30, 2009 compared to $1.95 billion as of June 30, 2008. Yield on average earning assets declined to 5.59% from 6.91% for the six months ended June 30, 2009 and 2008, respectively.

Interest Expense
Total interest expense for the six months ended June 30, 2009 amounted to $23.2 million, reflecting a decrease of $5.6 million from the same period of 2008. During the six month period ended June 30, 2009, the Company's cost of funding declined to 2.27% from 3.02% reported in the previous year. In the same period, yields on the Company's CD portfolio fell to 3.40% compared to 4.52% for the six months period ended June 30, 2008. The Company's non-deposit funding declined to 2.68% from 2.93% in the first half of 2008.

Net Interest Income
Net interest income for the six months ended June 30, 2009 decreased $2.3 million, to $35.5 million compared to $37.7 million for the same period ended June 30, 2008. The Company's net interest margin decreased to 3.39% for the six months ended June 30, 2009 compared to 3.94% as of June 30, 2008.

Provision for Loan Losses
The provision for loan losses rose to $17.3 million for the six months ended June 30, 2009 compared to $6.9 million in the same period in 2008. Total non-performing assets increased to $88.0 million at June 30, 2009 from $35.1 million at June 30, 2008. For the six month period ended June 30, 2009, Ameris had net charge-offs of $12.0 million compared to $5.9 million for the same period in 2008.

Non-interest Income
Non-interest income for the first six months of 2009 decreased $64,000, or 0.63%, to $10.1 million, compared to the prior year period. Service charges on deposit accounts decreased by 7.9%, or $552,000, to end the six month period at $6.4 million. During the first quarter of 2009, the Company recognized a gain of approximately $543,000 on the early repayment of FHLB advances as well as $713,000 in gains on the sale of investments securitites. Excluding these items, non-interest income would have declined in the current period by 10.5% to $8.7 million when compared to the same period in 2008. 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, 2009 totaled $1.6 million, a decrease of $85,000, or 4.9%, compared to mortgage banking activities of $1.7 million in the six months ended June 30, 2008.

Non-interest Expense
Non-interest expense for the first six months of 2009 was $33.5 million representing a $1.9 million increase when compared to the same period in 2008. Salaries and employee benefits of $15.9 million for the six months ended June 30, 2009 were $1.4 million less than the $17.3 million reported for the same period in 2008. The decrease is due to a 9.5% reduction in the number of full-time equivalent employees, as well as lower incentive accruals. Occupancy and equipment expense increased $287,000 to $4.4 million for the six months ended June 30, 2009 compared to the same period of 2008 as a result of new branch offices in several existing markets. Marketing and advertising expense decreased during the first half of 2009 to $1.0 million compared to $1.5 million during the same period in 2008. At the end of the first six months of 2009, collection expenses related to problem loans and OREO increased to $2.1 million from $522,000 during the period ended June 30, 2008. Significant components of other non-interest expenses are detailed in the table below.

                                             Six Months Ended          Three Months Ended
                                                 June 30,                   June 30,
                                             2009         2008          2009           2008

 FDIC assessments and regulatory charges   $   2,032     $   277     $     1,628       $ 204
 OREO and problem loan expenses                2,089         522           1,186         348
 Courier, postage, printing and supplies       1,164       1,428             519         556
 Amortization of intangibles                     292         585             146         293
 Professional Fees                               669         650             430         369

Income Taxes
For the six months ended June 30, 2009, the Company recorded an income tax benefit of $1.8 million compared to the $3.0 million tax expense for the same period in 2008. The effective tax rate for the six months ended June 30, 2009 was 35.4% compared to 33.1% for the same period in 2008. 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 2009 compared to the first six months of 2008.

Securities
Debt securities with readily determinable fair values, are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income, net of the related deferred tax effect. Equity securities, including restricted equity securities, are classified as other investment securities and are recorded at their fair market value.

The amortization of premiums and accretion of discounts are recognized in interest income using methods approximating the interest method over the life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the settlement date. Declines in the fair value of securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.

In determining whether other-than-temporary impairment losses exist, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Substantially all of the unrealized losses on debt securities are related to changes in interest rates and do not affect the expected cash flows of the issuer or underlying collateral. All unrealized losses are considered temporary because each security carries an acceptable investment grade and the Company has the intent and ability to hold to maturity. Therefore, at June 30, 2009, these investments are not considered impaired on an other-than-temporary basis.

Loans and Allowance for Loan Losses
At June 30, 2009, gross loans outstanding were $1.68 billion, a decrease of $1.1 million, or 0.65%, over balances at June 30, 2008. When compared to the period ended December 31, 2008, gross loans declined approximately $18.7 million or 1.1%. The decline in loans reflects management's focus on reducing higher risk loans within the Bank's loan portfolio as well as the slower economic environment that has persisted during the first half of 2009. 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 throughout the state of South Carolina to take advantage of the growth in these areas.

The Company's risk management processes include a loan review program designed to evaluate the credit risk in the loan portfolio and ensure credit grade accuracy. Through the loan review process, the Company conducts 1) a loan portfolio summary analysis, 2) charge-off and recovery analysis, 3) trends in accruing problem loan analysis, and 4) problem and past due loan analysis. This analysis process serves as a tool 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 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 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.

. . .