UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                                FEBRUARY 8, 2008


                                  NELNET, INC.
             (Exact name of registrant as specified in its charter)


          Nebraska                    001-31924                   84-0748903
     -----------------                ---------              ------------------
 (State or other jurisdiction        (Commission                (IRS Employer
       of incorporation)             File Number)            Identification No.)


              121 SOUTH 13TH STREET
                    SUITE 201
                LINCOLN, NEBRASKA                             68508
      -----------------------------------                   ----------
     (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code (402) 458-2370

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


ITEM 8.01  OTHER EVENTS.

           The interest rates on certain of the Company's asset-backed
    securities are set and periodically reset via a "dutch auction" ("Auction
    Rate Securities") or through a remarketing utilizing broker-dealers and
    remarketing agents ("Variable Rate Demand Notes"). The Company is currently
    sponsor on approximately $2.0 billion of Auction Rate Securities and $0.9
    billion of Variable Rate Demand Notes.

           For Auction Rate Securities, investors and potential investors submit
    orders through a broker-dealer as to the principal amount of notes they wish
    to buy, hold, or sell at various interest rates. The broker-dealers submit
    their clients' orders to the auction agent, who then determines the clearing
    interest rate for the upcoming period. Interest rates on these Auction Rate
    Securities are reset periodically, generally every 7 to 35 days, by the
    auction agent or agents. As previously disclosed by the Company, interest
    rates on these securities had widened during the third quarter of 2007 by as
    much as 50 to 100 basis points over historical levels and have continued to
    widen in the fourth quarter of 2007 and first quarter of 2008. In recent
    weeks as part of the ongoing credit market crisis, several auction rate
    securities from various issuers have failed to receive sufficient order
    interest from potential investors to clear successfully, resulting in failed
    auction status. Since February 8, 2008, certain Auction Rate Securities
    backed by student loans, including some of the Company's, have failed in
    this manner. Under normal conditions, the banks would step in when investor
    demand is week. However, as of recently they have been allowing these
    auctions to fail.

           As a result of a failed auction, the Auction Rate Securities will
    generally pay interest to the holder at a maximum rate as defined by the
    governing documents or indenture. While these rates will vary slightly by
    class of security, they will generally be based on a spread to Libor or
    Treasury Securities and will approximate the current one month LIBOR rate
    plus 100 to 150 basis points. The maximum rate for Variable Rate Demand
    Notes is based on a spread to Libor or Prime plus a defined amount above
    these indexes ranging from 175 to 200 basis points.

           The Company cannot predict whether future auctions related to its
    Auction Rate Securities will be successful. The Company is currently seeking
    alternatives for reducing its exposure to the auction rate market, but may
    not be able to achieve alternate financing for some or all of its Auction
    Rate Securities. The process for establishing the rates for the Company's
    Variable Rate Demand Notes is similar; however, the Company has only
    experienced limited disruption on the pricing of these securities.

           As previously disclosed, the legislative changes in September 2007
    and capital market disruption that began in the third quarter of 2007
    continues to impact the Company's operating results. The capital market
    disruption has continued into the first quarter and in certain areas, has
    deteriorated since year end. Since the Company cannot determine nor control
    the length or depth of the capital market disruption, it plans to be more
    selective in pursuing origination activity, in both the school and direct to
    consumer channels and will continue to review the viability of continuing to
    originate and hold other types of student loans, particularly private loans.
    As a result of these items, the Company will experience a decrease in
    origination volume compared to historical periods.

<PAGE>

                                   SIGNATURES


               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 hereunto duly authorized.

Dated:  February 13, 2008

                                       NELNET, INC.




                                       By:  /S/ TERRY J. HEIMES
                                            ------------------------------------
                                       Name:    Terry J. Heimes
                                       Title:   Chief Financial Officer
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UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                                FEBRUARY 8, 2008

                                  NELNET, INC.
             (Exact name of registrant as specified in its charter)

          Nebraska                    001-31924                   84-0748903
     -----------------                ---------              ------------------
 (State or other jurisdiction        (Commission                (IRS Employer
       of incorporation)             File Number)            Identification No.)

              121 SOUTH 13TH STREET
                    SUITE 201
                LINCOLN, NEBRASKA                             68508
      -----------------------------------                   ----------
     (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (402) 458-2370

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01  OTHER EVENTS.

           The interest rates on certain of the Company's asset-backed
    securities are set and periodically reset via a "dutch auction" ("Auction
    Rate Securities") or through a remarketing utilizing broker-dealers and
    remarketing agents ("Variable Rate Demand Notes"). The Company is currently
    sponsor on approximately $2.0 billion of Auction Rate Securities and $0.9
    billion of Variable Rate Demand Notes.

           For Auction Rate Securities, investors and potential investors submit
    orders through a broker-dealer as to the principal amount of notes they wish
    to buy, hold, or sell at various interest rates. The broker-dealers submit
    their clients' orders to the auction agent, who then determines the clearing
    interest rate for the upcoming period. Interest rates on these Auction Rate
    Securities are reset periodically, generally every 7 to 35 days, by the
    auction agent or agents. As previously disclosed by the Company, interest
    rates on these securities had widened during the third quarter of 2007 by as
    much as 50 to 100 basis points over historical levels and have continued to
    widen in the fourth quarter of 2007 and first quarter of 2008. In recent
    weeks as part of the ongoing credit market crisis, several auction rate
    securities from various issuers have failed to receive sufficient order
    interest from potential investors to clear successfully, resulting in failed
    auction status. Since February 8, 2008, certain Auction Rate Securities
    backed by student loans, including some of the Company's, have failed in
    this manner. Under normal conditions, the banks would step in when investor
    demand is week. However, as of recently they have been allowing these
    auctions to fail.

           As a result of a failed auction, the Auction Rate Securities will
    generally pay interest to the holder at a maximum rate as defined by the
    governing documents or indenture. While these rates will vary slightly by
    class of security, they will generally be based on a spread to Libor or
    Treasury Securities and will approximate the current one month LIBOR rate
    plus 100 to 150 basis points. The maximum rate for Variable Rate Demand
    Notes is based on a spread to Libor or Prime plus a defined amount above
    these indexes ranging from 175 to 200 basis points.

           The Company cannot predict whether future auctions related to its
    Auction Rate Securities will be successful. The Company is currently seeking
    alternatives for reducing its exposure to the auction rate market, but may
    not be able to achieve alternate financing for some or all of its Auction
    Rate Securities. The process for establishing the rates for the Company's
    Variable Rate Demand Notes is similar; however, the Company has only
    experienced limited disruption on the pricing of these securities.

           As previously disclosed, the legislative changes in September 2007
    and capital market disruption that began in the third quarter of 2007
    continues to impact the Company's operating results. The capital market
    disruption has continued into the first quarter and in certain areas, has
    deteriorated since year end. Since the Company cannot determine nor control
    the length or depth of the capital market disruption, it plans to be more
    selective in pursuing origination activity, in both the school and direct to
    consumer channels and will continue to review the viability of continuing to
    originate and hold other types of student loans, particularly private loans.
    As a result of these items, the Company will experience a decrease in
    origination volume compared to historical periods.
SIGNATURES

               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 hereunto duly authorized.

Dated:  February 13, 2008

                                       NELNET, INC.

                                       By:  /S/ TERRY J. HEIMES
                                            ------------------------------------
                                       Name:    Terry J. Heimes
                                       Title:   Chief Financial Officer