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 23, 2005


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


             NEBRASKA                 001-31924               84-0748903
   (State or other jurisdiction      (Commission           (I.R.S. 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 2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
             UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

                Nelnet Student Loan Funding, LLC ("Nelnet Funding"), Nelnet
        Education Loan Funding, Inc., and NHELP-III, Inc. are wholly owned
        subsidiaries of National Education Loan Network, Inc. National Education
        Loan Network, Inc. is a wholly owned subsidiary of Nelnet, Inc.

                On February 23, 2005, Nelnet Student Loan Trust 2005-1 (the
        "Trust"), of which Nelnet Funding is the Sponsor, and Zions First
        National Bank, in its capacity as Indenture Trustee and as Eligible
        Lender Trustee, executed and delivered an Indenture of Trust dated as of
        February 1, 2005, pursuant to which the Trust issued $1,267,000,000 of
        Student Loan Asset-Backed Notes (the "Notes").

               The Trust used the proceeds from the sale of the Notes to
        purchase student loans originated under the Federal Family Education
        Loan Program from Nelnet Funding. A portion of the student loans the
        Trust acquired were purchased from Nelnet Education Loan Funding, Inc.
        and NHELP-III, Inc. by Nelnet Funding.

               A description of the transaction and the documents executed in
        connection with the transaction are included in the Trust's Form 8-K
        (Reg. No. 333-118566-01) filed on March 1, 2005.


                                       2
<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: March 2, 2005

                                            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 23, 2005

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

             NEBRASKA                 001-31924               84-0748903
   (State or other jurisdiction      (Commission           (I.R.S. 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 2.03.   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
             UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

                Nelnet Student Loan Funding, LLC ("Nelnet Funding"), Nelnet
        Education Loan Funding, Inc., and NHELP-III, Inc. are wholly owned
        subsidiaries of National Education Loan Network, Inc. National Education
        Loan Network, Inc. is a wholly owned subsidiary of Nelnet, Inc.

                On February 23, 2005, Nelnet Student Loan Trust 2005-1 (the
        "Trust"), of which Nelnet Funding is the Sponsor, and Zions First
        National Bank, in its capacity as Indenture Trustee and as Eligible
        Lender Trustee, executed and delivered an Indenture of Trust dated as of
        February 1, 2005, pursuant to which the Trust issued $1,267,000,000 of
        Student Loan Asset-Backed Notes (the "Notes").

               The Trust used the proceeds from the sale of the Notes to
        purchase student loans originated under the Federal Family Education
        Loan Program from Nelnet Funding. A portion of the student loans the
        Trust acquired were purchased from Nelnet Education Loan Funding, Inc.
        and NHELP-III, Inc. by Nelnet Funding.

               A description of the transaction and the documents executed in
        connection with the transaction are included in the Trust's Form 8-K
        (Reg. No. 333-118566-01) filed on March 1, 2005.

                                       2
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: March 2, 2005

                                            NELNET, INC.

                                            By:    /s/ Terry J. Heimes
                                                --------------------------------
                                                Name:    Terry J. Heimes
                                                Title:   Chief Financial Officer