SecProbe.io

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Mail Stop 3561

      October 27, 2005

Michael S. Dunlap
President and Principal Executive Officer
Nelnet Student Loan Funding, LLC
121 S. 13th Street, Suite 201
Lincoln, Nebraska  68508

Re: 	Nelnet Student Loan Funding, LLC
		Registration Statement on Form S-3
		Filed September 28, 2005
		File no.  333-128658

Dear Mr. Dunlap:

      We have limited our review of your filing to compliance with
Regulation AB.  Please further note that the scope of our current
review is limited only to those matters addressed in the comments
that follow.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filings.  We look forward to
working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

General
1. Please confirm that the depositor or any issuing entity
previously
established, directly or indirectly, by the depositor or any
affiliate of the depositor have been current with Exchange Act
reporting during the last twelve months with respect to asset-
backed
securities involving the same asset class.  Please refer to
General
Instruction I.A.4. of Form S-3.  Also, please provide us with the
CIK
codes for any affiliate of the depositor that has offered a class
of
asset-backed securities involving the same asset class as this
offering.
2. Please provide the static pool information when it becomes
available.
3. Please note that our comments to either the base prospectus
and/or
the supplements should be applied universally, if applicable.
Accordingly, if comments issued for one apply to another, make
conforming revisions as appropriate.  Please confirm to us in your
response that you will comply with this instruction.
4. Please confirm that all finalized agreements will be filed at
the
time of takedown. Please refer to Item 1100(f).

Reset Rate Note Prospectus Supplement

Cover page
5. Please delete the reference to the issuing entity as the
"issuer."
The depositor is the issuer.  Refer to Item III.A.3.d. of the
Adopting Release for Regulation AB (Release nos. 33-8518; 34-
50905).
Identify the issuing entity as the issuing entity.
6. Please revise the statement located in the highlighted box here
and in the base prospectus to accurately reflect the language
under
Item 1102(d) of Regulation AB.  In this regard, please clarify
that
the securities represent the obligations of the issuing entity.
7. Please briefly describe any credit enhancement or other support
for the transaction.  Refer to Item 1102(h) of Regulation AB.

Summary of Terms, page S-1
8. Please identify the remarketing agents and disclose whether
they
are affiliates.

Flow of Funds Chart, page S-15
9. Please identify the various transaction parties such as the
depositor, master servicer, administrator and remarketing agents,
for
example.

Prospectus Supplement

Summary of Terms, page S-1

The Trust`s Assets, page S-5
10. We note your disclosure on page S-6 that if the depositor
breaches a representation under the loan purchase agreement
regarding
a student loan, the depositor generally will be obligated to cure
such breach, repurchase or replace such student loan, or reimburse
the trust for any losses resulting from the breach.  The pool may
not
contain a non-performing loan at the cut-off date; please tell us
how
you will ensure that it does not.

The Prefunding Account, page S-6
11. Please confirm that the duration for the prefunding periods
you
reference will not extend beyond one year from the date of
issuance
and that the amount of proceeds for the prefunding account is not
greater than 50% of the offering proceeds.  Refer to Item
1101(c)(3)(ii) of Regulation AB.

Rating of the Notes, page S-13
12. Please disclose here the minimum rating that must be assigned.
See Item 1103(a)(9).

[The acquisition of additional student loans after the closing
date
may change the characteristics of the pool of student loans...],
page
S-17
13. Please revise to disclose whether there are any differences in
the underwriting criteria the revolving or prefunding period from
the
criteria used to select the current asset pool.  See Item
1111(g)(7).

The subservicers, page S-23
14. We note that Nelnet`s subservicing agreement authorizes Nelnet
to
delegate its duties under the subservicing agreement under certain
conditions.   Please describe those conditions.
15. We note that Nelnet expects that a percentage of student loans
acquired with the proceeds of the notes will be performed by
servicers other than Nelnet.  Please add bracketed language to the
prospectus supplement to provide disclosure to the extent material
if
the servicers meet the thresholds in accordance with Item
1108(a)(3)
of Regulation AB.
16. In this regard, please confirm whether you will notify
noteholders of any such additions or changes in servicers.  Refer
to
Item 6.02 of Form 8-K.

Fees and Expenses, page S-27
17. Please add this section to the table of contents.
18. Please confirm that you have disclosed any expenses incurred
in
connection with the selection and acquisition of the pool assets
that
are payable from the offering proceeds.  Refer to Item 1107(j) of
Regulation AB.

Distribution of the Student Loans by Number of Days Delinquent,
page
S-33
19. The days delinquent table should include 30 day buckets for
all
the loans that are delinquent.  In other words, "121 and above" is
not an acceptable catchall.

Derivative Counterparty, page S-53
20. Refer to your bracketed information regarding the accuracy or
completeness of the preceding paragraphs on pages S-53 and S-57.
Disclaimers of liability for material information are not
appropriate
for a prospectus or in a registration statement by either the
depositor (or an affiliate of a depositor) or the underwriter.
Please delete or revise the italicized statements and similar
disclaimers in the prospectus supplement or base prospectus.

Reports to Noteholders, page S-60
21. Confirm, if true, that the quarterly reports given to security
holders will contain the same information as the 10-Ds filed with
the
Commission.

Additional Information, page S-61
22. Please confirm your understanding that the most recent period
for
which static pool information is required must be no later than
135
days prior to the date of first use of the prospectus.  See Item
1105(a)(3)(ii).

Base Prospectus

General
23. Please add a section and provide the disclosure requested in
Item
1117 of Regulation AB that would be material to investors here or
in
the base or prospectus supplement.  If there are no current legal
proceedings pending against any transaction party, please state.

Summary of the Offering, page iii

Use of principal receipts, the revolving period, page iv
24. Please advise us of the length of the revolving period.

Credit and cash flow or other enhancement and derivative products,
page vii
25. We note your statement that any credit or cash flow
enhancement
or derivative product for a series of notes will be described in a
related prospectus supplement.  We remind you that all potential
methods of credit enhancement or liquidity providers must be
discussed in the base.
26. Please remove the phrase "or other swaps."  If you mean other
interest rate or currency swaps, it is redundant.  If you mean
something that is not on the list, we are not sure it belongs in
an
ABS filing.  Make similar changes on pages 72, 73 and elsewhere as
appropriate.
27. We note that your credit enhancement may be established in the
form of "exchange agreements."  Either delete or provide us with
your
legal analysis to explain how these agreements would meet the
definition of asset-backed security.
28. Add bracketed language to the prospectus supplement to clarify
that you will provide the financial information as outlined in
Item
1114(b) if the aggregate significance percentage is 10% or more or
advise why this would never be necessary.

The Sponsor, the Depositor, and the Master Servicer and
Administrator, page 1
29. Tell us what the administrator`s role is with regards to
setting
terms for remarketing.  Confirm, if true, that those decisions are
made by the remarketing agents alone, although they may get
information from the administrator.
30. In a registered remarketing transaction the issuer must update
the prospectus so that at the time of the remarketing the
prospectus
includes all of the information regarding the pool required to be
in
the prospectus.  See footnote 193 of Release 33-8518.  To the
extent
the issuer has not previously updated the prospectus to include
all
the updated information required by Form S-3, such as updated
information required by Item 1111 of Regulation AB, through
incorporation of Exchange Act filings, the issuer must file and
incorporate by reference a Form 8-K containing the information
regarding the pool assets or must file a prospectus supplement or
post-effective amendment, as appropriate, to update the
prospectus.
Confirm that you will follow this practice.

Servicing and Administration, page 16
31. We note that NELN will arrange for and oversee the servicing
of a
trust`s student loans by one or more subservicers pursuant to one
or
more subservicing agreements.  Please add bracketed language to
the
prospectus supplement to provide disclosure to the extent material
if
the servicers meet the thresholds in accordance with Item
1108(a)(3)
of Regulation AB.
32. We note that under the terms of the indenture, the
administrator
may designate another master servicer with respect to a trust`s
student loans.  Please provide disclosure required by Item 1108(d)
of
Regulation AB.

Statements as to Compliance, page 19
33. Please revise this section to reflect the requirements for an
annual report on assessment of compliance with servicing criteria
for
asset-backed securities as well as an attestation report from a
registered public accounting firm pursuant to Exchange Act Rule
15d-
18 and Item 1122 of Regulation AB.  See also Item 1123 of
Regulation
AB.  Also revise to clarify the party will use the criteria in
paragraph (d) of Item 1122 to assess compliance with the servicing
criteria.  Please note that all of the required reports must be
filed
as exhibits to the annual report on Form 10-K.
34. As there may be multiple servicers involved in servicing the
pool
assets, please revise this section to include bracketed language
to
state that each servicer will provide a separate servicer
compliance
statement as required by the Instructions to Item 1123 of
Regulation
AB.

Description of the Notes, page 22

Index Rate Notes, page 26
35. Please delete the statement on page 26 "or some other rate" at
the end of the first paragraph.  Disclose all of the different
indices that you contemplate using for determining interest.
Refer
to Item 1113(a)(3) of Regulation AB.  Please note that the only
indices permitted under the definition of an asset-backed security
are indices similar to those involved in an interest rate swap or
currency swap.  Refer to Section III.A.2. of the Adopting Release
for
Regulation AB (Release Nos. 33-8518; 34-50905).

Description of Credit Enhancement and Derivative Products, page 72
36. Please provide a general description of the types of credit
enhancement listed in the bullet points on page vii.

Ratings, page 86
37. Please identify the ratings agencies and minimum rating that
must
be assigned.  Also, describe any arrangements to have such rating
monitored while the asset backed securities are outstanding.
Refer
to Item 1120 of Regulation AB.
38. Either delete the last sentence on page 86 or tell us why it
is
necessary.  We note that you do not interpret any other data
presented for the security holder.

Incorporation of Documents by Reference; Where to Find More
Information, page 87
39. Please revise this section to describe the reports or other
documents to be provided to security holders required under the
transaction agreements, and the reports to be filed with the
Commission.  Refer to Item 1118(a) and (b) of Regulation AB.
Please
also revise to provide the new SEC address 100 F Street, NE,
Washington, D.C.  20549.

Signatures
40. Revise to include the signature of the depositor`s controller
or
principal accounting officer.  Refer to General Instruction V.B.
of
Form S-3.

Closing

   As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

   Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

- Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

- The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

- The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

   We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

   We dir