~~Table of Contents~~UNITED STATES

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. DC 20549

FORM 8-K

CURRENT ~~REPORT~~ REPORT

Pursuant to Section 13 ORor 15(d) of ~~The Securities Exchange Act of 1934~~ the

~~Date~~Securities Exchange ofAct ~~Report (Date~~ of ~~earliest event reported) June 14, 2006~~ 1934

~~DIRECT~~Date of report ~~GENERAL~~(Date ~~CORPORATION~~of earliest event reported): November 22, 2006

~~(Exact~~DIRECT GENERAL ~~name of registrant as specified in its charter)~~CORPORATION

Tennessee		000-50360		62-1564496
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

1281 Murfreesboro Road
Tennessee	000-50360	62-1564496
Nashville, Tennessee		37217
(State or other jurisdiction	(Commission	(I. R. S. Employer
(Address of principal executive offices)		(Zip Code)
of incorporation)	File Number)	Identification No.)

~~Registrant’s~~ 1281 Murfreesboro ~~telephone~~Road ~~number~~Nashville, ~~including area code: (615) 399-4700~~ Tennessee 37217

~~Not Applicable~~ (~~Former~~Address of Principal ~~name~~Executive ~~or former address, if changed since last report~~Offices) (Zip Code)

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~Registrant's ~~the~~ telephone ~~filing~~number, ~~obligation~~including ofarea ~~the~~code: ~~registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~615): 399-4700

~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Not Applicable

o(Former name ~~Soliciting~~or ~~material~~former ~~pursuant~~address, toif ~~Rule 14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

oCheck the appropriate ~~Pre~~box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule 14d-2(b)~~simultaneously satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of the following ~~240.14d-2(b))~~ provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule ~~13e-4(c)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~ 230.~~13e-4(c~~425))

~~TABLE~~o OFSoliciting ~~CONTENTS~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
Signatures
EX-99 STOCK PERFORMANCE CHART

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Table~~o ofPre-commencement ~~Contents~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01 Entry Into ~~Other~~a ~~Events~~Material Definitive Agreement.

~~Due~~Direct General toCorporation an(the ~~error~~“Company”) inmaintains ~~information~~a ~~received~~revolving bycredit ~~Direct~~facility ~~General~~(the “Credit ~~Corporation~~Facility”) with a consortium of banks, ~~the~~of ~~section~~which ~~entitled~~First ~~“Stock~~Tennessee Bank ~~Performance~~ National ~~Chart~~Association (“FTBNA”) onserves ~~page~~as 13“Agent,” ofto ~~our~~fund ~~proxy~~the ~~statement~~working ~~filed~~capital ~~with~~ of the ~~Securities~~Company’s ~~and~~premium ~~Exchange Commission~~finance onoperations. ~~March 15~~On November 22, 2006, the Company entered into (1) the Ninth Amendment to the Eighth Amended and Restated Loan Agreement (the “~~Proxy~~Credit ~~Statement~~Agreement”) ~~contains~~among ~~inaccurate~~Direct ~~information~~General Financial Services, Inc. and InDirect ~~that~~General ~~section~~Premium Finance Company, ~~the~~ ~~stock~~as ~~performance~~borrowers ~~chart~~(the “Borrowers”), the Company and ~~total~~certain ~~return~~of ~~analysis~~its ~~overstated~~subsidiaries, ~~the~~and ~~cumulative~~a ~~total~~consortium ~~return~~of onbanks ~~the~~of which ~~S&P~~ FTBNA ~~500~~serves ~~Property~~as ~~and~~“Agent,” ~~Casualty~~(2) ~~Insurance~~the ~~Index~~Eighth ~~and~~Amendment to the ~~S&P~~Seventh ~~500~~Amended ~~index~~and Restated asSecurity ofAgreement ~~December 31,~~(the ~~2004~~“Security Agreement”) by and among Direct ~~December 31~~ General Financial Services, ~~2005~~Inc. ~~Attached~~and asDirect ~~Exhibit 99~~General isPremium ~~the~~Finance ~~corrected~~Company as Grantors ~~“Stock~~and ~~Performance~~a ~~Chart”~~consortium ~~section~~of banks of ~~our~~ ~~Proxy~~which ~~Statement~~FTBNA serves as “Agent,” ~~reprinted~~and in(3) ~~its~~the Eighth ~~entirety.~~Amendment ~~The~~to ~~corrected~~the ~~information~~Seventh inAmended ~~Exhibit 99~~and ~~supersedes~~ Restated Pledge and ~~replaces~~Security Agreement (the “~~Stock~~Pledge ~~Performance Chart~~Agreement”) ~~section~~by ofand ~~our~~among ~~Proxy~~the ~~Statement~~Company as Pledgor and isa consortium ~~incorporated~~of bybanks of which FTBNA serves as “Agent” (such agreements, ~~reference~~ collectively, ~~herein~~the “Amendments to the Credit Facility”). The ~~stock~~Security ~~performance~~Agreement and ~~chart~~Pledge ~~and~~Agreement ~~total~~secure ~~return~~the ~~analysis~~Company’s ~~information~~and inthe ~~Exhibit 99 were~~Borrowers’ ~~provided~~obligations byto ~~CTA~~the banks ~~Public~~under ~~Relations~~the Credit Agreement.

~~Item 9~~The Company and certain of its subsidiaries have entered into the Amendments to the Credit Facility in connection with a proposed merger transaction in which Elara Merger Corporation, a wholly owned subsidiary of Elara Holdings, Inc.01, ~~Financial~~would merge ~~Statements~~with and ~~Exhibits~~into the Company in exchange for $21.25 per share of outstanding common stock of the Company (the “Merger”). The proposed Merger was announced on December 5, 2006. Consummation of the Merger is subject to various conditions, including approval of the Merger by the company’s shareholders, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of all authorizations, consents, and approvals required by any state insurance department or financing department, and other customary closing conditions.

~~(c) Exhibits~~Under the terms of the Amendments to the Credit Facility, effective as of November 22, 2006, the Credit Facility commitment of the banks that are parties to the Credit Agreement was reduced from $190,000,000 to $165,000,000, and effective as of January 1, 2007, the commitment of the banks will increase to $185,000,000. The amendments as to the amount of the Credit Facility commitment are hereinafter referred to as “Facility Commitment Amendments.”

~~The~~In addition, ~~following~~the ~~exhibit~~Amendments isto ~~filed~~the ~~herewith~~Credit Facility will permit the Company to enter into a term loan facility in an aggregate original principal amount of $75,000,000, a revolving credit facility in an amount of $20,000,000, and ~~made~~any incremental facility borrowings up to $20,000,000 with a ~~part~~group ~~hereof:~~of lenders led by Bear Stearns Corporate Lending Inc. as “Agent” (the “Bear Stearns Facility”). The Company expects to enter into the Bear Stearns Facility simultaneously with the consummation of the Merger.

Exhibit No.				Description
99		—		Stock Performance Chart

The Amendments to the Credit Facility, excluding the Facility Commitment Amendments, will not become effective unless and until various conditions are met, including that the (i) the Merger is consummated, (ii) the Bear Stearns Facility is closed in material compliance with the terms set forth in a term sheet received by the Company from Bear Stearns Corporate Lending Inc., dated November 22, 2006, which summarizes terms of the Bear Stearns Facility, (iii) FTBNA and the collateral agent, in respect of the Bear Stearns Facility, enter into an intercreditor agreement, and (iv) the banks that are parties to the Credit Agreement receive payment of a transaction fee of 0.25% of the total amount of loans outstanding upon the consummation of the Merger (the date as of which all such conditions are met, the “Effective Date”).

~~Signatures~~ 1

~~Pursuant~~In addition, as of the Effective Date, the Amendments to the ~~requirements~~Credit Facility modify certain terms of the ~~Securities~~existing ~~Exchange~~Credit ~~Act~~Facility ofthat ~~1934~~would otherwise be breached if the Company were to consummate the Merger or enter into the Bear Stearns Facility, including modification of the ~~registrant~~Credit ~~has~~Agreement, ~~duly~~Security Agreement ~~caused~~ and Pledge ~~this~~Agreement ~~report~~terms, as appropriate, to bepermit ~~signed~~the Merger as an exception to the prohibition on ~~its~~mergers ~~behalf~~and bysimilar transactions in those agreements, and to permit the ~~undersigned~~Company ~~hereunto~~to ~~duly~~enter ~~authorized.~~into and incur indebtedness under the Bear Stearns Facility, and cause certain of its subsidiaries to guarantee, obligations under the Bear Stearns Facility.

Borrowings under the Credit Facility are, and will remain after the Effective Date:, principally ~~June 14~~secured by a first priority lien in the finance receivables of our premium finance subsidiaries and a second lien security interest in the capital stock of each of the Company’s directly owned subsidiaries. Under the terms of the Amendments to the Credit Facility, ~~2006~~as of the Effective Date, the Company’s premium finance subsidiaries may grant a second lien in their finance receivables to secure borrowings under the Bear Stearns Facility, and the Company may pledge the common stock of its subsidiaries as a first priority lien to secure borrowings under the Bear Stearns Facility.

~~DIRECT GENERAL CORPORATION By: /s/ Ronald F~~Item 9.01 Financial Statements ~~Wilson~~and ~~Ronald F~~Exhibits. ~~Wilson Secretary~~

(d) Exhibits:

Exhibit Number		Description

10.1		Ninth Amendment to Eighth Amended and Restated Loan Agreement

10.2		Eighth Amendment to Seventh Amended and Restated Security Agreement

10.3		Eighth Amendment to Seventh Amended and Restated Pledge and Security Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 13, 2006

DIRECT GENERAL CORPORATION (Registrant)

By:	/s/ Ronald F. Wilson
	Name:	Ronald F. Wilson
	Title:	Secretary

INDEX TO EXHIBITS

Exhibit Number		Description

10.1		Ninth Amendment to Eighth Amended and Restated Loan Agreement

10.2		Eighth Amendment to Seventh Amended and Restated Security Agreement

10.3		Eighth Amendment to Seventh Amended and Restated Pledge and Security Agreement

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