Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Direct General Corp
Common Stock
CUSIP Number 25456W204
Date of Event Which Requires Filing of this Statement: December 31, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 25456W204
1) Name of reporting person:
Brandywine Asset Management, LLC
Tax Identification No.:
51-0294065
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization:
Delaware
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 1,310,757
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 1,310,757
9) Aggregate amount beneficially owned by each reporting person:
1,310,757
10) Check if the aggregate amount in row (9) excludes certain shares
n/a
11) Percent of class represented by amount in row (9):
6.43%
12) Type of reporting person:
IA, OO
___________________________________________________________________________
Item 1a) Name of issuer:
Direct General Corp
Item 1b) Address of issuer's principal executive offices:
1281 Murfreesboro RD
Nashville TN 37217
Item 2a) Name of person filing:
Brandywine Asset Management, LLC
Item 2b) Address of principal business office:
Three Christina Centre, Ste. 1200
201 N. Walnut Street
Wilmington, DE 19801
Item 2c) Citizenship:
Delaware Limited Liability Company
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 25456W204
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a)[ ]Broker or dealer under Section 15 of the Act.
(b)[ ]Bank as defined in Section 3(a) (6) of the Act.
(c)[ ]Insurance Company as defined in Section 3(a) (6) of the Act.
(d)[ ]Investment Company registered under Section 8 of the Investment
Company Act.
(e)[X]Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f)[ ]Employee Benefit Plan, Pension Fund which is subject to ERISA
of 1974 or Endowment Fund; see 240.13d-1(b)(ii)(F).
(g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G).
(h)[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4) Ownership:
(a) Amount beneficially owned: 1,310,757
(b) Percent of Class: 6.43%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
1,310,757
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
1,310,757
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various accounts managed by the filer have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of shares of Direct
General Corp. No account owns more than 5% of the shares
outstanding.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent
holding company:
n/a
Item 8) Identification and classification of members of the group:
n/a
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Signature
-----------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
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Date - February 14, 2006
Brandywine Asset Management, LLC
By _________________________________________________
/s/ Larry J. Kassman, Executive Vice President