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.:

         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:

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:

         10)    Check if the aggregate amount in row (9) excludes certain shares

         11)    Percent of class represented by amount in row (9):

         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:
                  (iii) sole power to dispose or to direct the disposition of:
                                    - 0 -
                  (iv)  shared power to dispose or to direct the disposition of:

         Item 5)    Ownership of Five Percent or less of a class:

         Item 6)    Ownership of more than Five Percent on behalf of another

                    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

         Item 7)    Identification and classification of the subsidiary which
                    acquired the security being reported on by the parent
                    holding company:


         Item 8)    Identification and classification of members of the group:

         Item 9)    Notice of dissolution of group:

         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.


                           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.

         Date - February 14, 2006

         Brandywine Asset Management, LLC

         By _________________________________________________
            /s/  Larry J. Kassman, Executive Vice President