SecProbe.io

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                        LAW OFFICES
           BALLARD SPAHR ANDREWS & INGERSOLL, LLP                BALTIMORE, MD
                1225 17TH STREET, SUITE 2300                   PHILADELPHIA, PA
                DENVER, COLORADO 80202-5596                   SALT LAKE CITY, UT
                        303-292-2400                             VOORHEES, NJ
                     FAX: 303-296-3956                          WASHINGTON, DC
                    www.ballardspahr.com                        WILMINGTON, DE

                                November 15, 2005

Johanna V. Losert
Attorney-Advisor
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Mail Stop 3-5
Washington, D.C. 20549
               Re:    Nelnet Student Loan Funding, LLC
                      Registration Statement on Form S-3
                      File No. 333-128658

Dear Johanna:

               On September 28, 2005, Nelnet Student Loan Funding, LLC (the
"Registrant") filed a Registration Statement on Form S-3 (the "Registration
Statement") to register student loan asset-backed securities. The Registrant
intends to offer the registered securities beginning in January, 2006, and the
Registration Statement was drafted to comply with Regulation AB. This letter
responds to the staff's comments on the Registration Statement provided to the
Registrant in a letter dated October 27, 2005. The comments have been restated
below in italics and the Registrant's responses follow in regular text. A
pre-effective amendment to the Registration Statement will be filed to reflect
changes made in response to the comments. Three marked and three clean copies
of the prospectus supplements and base prospectus are attached for your
information and use.

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.

<PAGE>
Johanna V. Losert
November 15, 2005
Page 2

               The depositor and each issuing entity previously established,
directly or indirectly, by the depositor or any affiliate of the depositor have
each been current with Exchange Act reporting during the last twelve months with
respect to asset-backed securities involving the same asset class. The names and
CIK codes for affiliates of the depositor that have offered a class of
asset-backed securities involving the same class of assets are provided below:

         Nelnet Student Loan Corporation - 1               0001010519
         Nelnet Student Loan Corporation - 2               0001100718
         Nelnet Education Loan Funding Corporation         0001166221
         Nelnet Student Loan Trust 2005-1                  0001316740
         Nelnet Student Loan Trust 2005-2                  0001323315
         Nelnet Student Loan Trust 2005-3                  0001333366
         Nelnet Student Loan Trust 2005-4                  0001343160

2.    PLEASE PROVIDE THE STATIC POOL INFORMATION WHEN IT BECOMES AVAILABLE.

               Attached to this letter is static pool information for the
student loan assets pledged to secure the asset-backed notes issued by Nelnet
Student Loan Trust 2002-1 on May 20, 2002. The Registrant was the depositor of
those student loan assets. In connection with the offering of the notes
registered by the Registration Statement, the Registrant will provide static
pool information in the form attached for the issuing entities described below,
and for issuing entities that at the time of an offering have previously issued
notes registered by the Registration Statement.

Nelnet Education Loan Funding 2003-1         Nelnet Student Loan Trust 2004-3
Nelnet Education Loan Funding 2004-1         Nelnet Student Loan Trust 2004-4
Nelnet Education Loan Funding 2004-2         Nelnet Student Loan Trust 2005-1
Nelnet Student Loan Trust 2002-1             Nelnet Student Loan Trust 2005-2
Nelnet Student Loan Trust 2002-2             Nelnet Student Loan Trust 2005-3
Nelnet Student Loan Trust 2003-1             Nelnet Student Loan Trust 2005-4
Nelnet Student Loan Trust 2003-2

               The Registrant does not intend to provide static pool information
in reference to pools securing notes issued by either Nelnet Student Loan
Corporation - 1 or Nelnet Student Loan Corporation - 2. Each of those
registrants issued multiple series of notes that were secured by a common pool
of student loan assets. In the Registrant's view, information for pools of
assets that increased over time through purchases of loans with proceeds of
additional loans would not be representative of the performance of the discrete
pools that will be created for the issuing entities under the Registration
Statement.

<PAGE>
Johanna V. Losert
November 15, 2005
Page 3

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.

               We have complied with this instruction.

4.      PLEASE CONFIRM THAT ALL FINALIZED AGREEMENTS WILL BE FILED AT THE TIME
        OF TAKEDOWN. PLEASE REFER TO ITEM 1100(F).

               The Registrant confirms all finalized agreements will be filed as
required as exhibits to Form 8-K within four business days following takedown.

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). IDENTIFYING
        THE ISSUING ENTITY AS THE ISSUING ENTITY.

               The prospectus supplements and the base prospectus have been
revised to reflect this comment.

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.

               The cover pages to the prospectus supplements have been revised
to indicate that the notes are obligations of the issuing entity only.

7.      PLEASE BRIEFLY DESCRIBE ANY CREDIT ENHANCEMENT OR OTHER SUPPORT FOR THE
        TRANSACTION. REFER TO ITEM 1102(H) OF REGULATION AB.

               The cover pages of the prospectus supplements have been revised
to describe the applicable credit enhancements.

Reset Rate Note Prospectus Supplement

8.      PLEASE IDENTIFY THE REMARKETING AGENTS AND DISCLOSE WHETHER THEY ARE
        AFFILIATES.

               The Registrant cannot provide this information at this time since
the remarketing agents are selected only at the time of the takedown. The
Registrant expects to engage the underwriters for a series of reset rate notes
as the remarketing agent for those notes, and the remarketing agents will be
identified in the applicable prospectus supplement. The Registrant will not
engage any affiliate as the remarketing agent for a series of reset rate notes.

<PAGE>
Johanna V. Losert
November 15, 2005
Page 4

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.

               The requested changes have been made to each of the prospectus
supplements.

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.

               A non-performing asset, in respect of student loans originated
under the Federal Family Education Loan Program ("FFELP"), would be any loan
that (1) becomes delinquent; and (2) has a claim filed with the guarantee
agency; and (3) has that claim rejected. The depositor reviews the status of all
loans to be pledged prior to each securitization transaction and does not
include any such `claims reject' loans, i.e. non-performing assets, in the pool.

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.

               The Registrant confirms that any prefunding period will not
exceed one year from issuance and proceeds for the prefunding account will not
exceed 50% of the offering proceeds.

Rating of the Notes, page S-13

12.     PLEASE DISCLOSE HERE THE MINIMUM RATING THAT MUST BE ASSIGNED. SEE
        ITEM 1103(A)(9).

               The requested change has been made to each of the prospectus
supplements.

<PAGE>
Johanna V. Losert
November 15, 2005
Page 5

[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 trusts will use the proceeds of the notes to purchase
student loans originated under the Federal Family Education Loan Program
("FFELP") established under the Higher Education Act of 1965, as amended (the
"Higher Education Act"). Underwriting criteria for FFELP loans are specified by
the Higher Education Act and Department of Education regulations. Accordingly,
the underwriting criteria for such loans should not change during any revolving
or prefunding periods. Certain characteristics of the student loans acquired
during a revolving or prefunding period, such as the weighted average annual
interest rate, remaining months until scheduled maturity or average outstanding
principal balance, may differ from those shown in the collateral tables. If
possible, the Registrant will describe the characteristics of the student loans
it expects to acquire during a revolving or prefunding period in the manner
suggested in the second paragraph appearing under the heading "Characteristics
of the Student Loans". Each trust will file on Form 8-K updated collateral
tables at the conclusion of any prefunding or revolving period. A
cross-reference to this additional disclosure has been added to the risk factor
in the prospectus supplements.

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.

               The conditions have been described in each of the prospectus
supplements.

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.

               The requested change has been made to each of the prospectus
supplements.

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.

               The Registrant will notify promptly noteholders of any additions
or changes in servicers as required by Item 6.02 of Form 8-K.

<PAGE>
Johanna V. Losert
November 15, 2005
Page 6

Fees and Expenses, page S-27

17. PLEASE ADD THIS SECTION TO THE TABLE OF CONTENTS.

               The requested change has been made to each of the prospectus
supplements.

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.

               The Registrant does not currently incur any expenses in
connection with the selection and acquisition of pool assets payable from the
offering proceeds. Bracketed language has been added under the heading "Fees and
Expenses" in each prospectus supplement to provide appropriate disclosure in the
event this were to change in the future.

Distribution of the Student Loans by Number of Days Delinquent, page S-33

19.     THE DAYS DELINQUENT TABLES SHOULD INCLUDE 30 DAY BUCKETS FOR ALL THE
        LOANS THAT ARE DELINQUENT. IN OTHER WORDS, "121 AND ABOVE" IS NOT AN
        ACCEPTABLE CATCHALL.

               The tables have been amended in each prospectus supplement in
response to this comment.

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.

               The requested changes have been made to each such statement in
each of the prospectus supplements.

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.

               The Registrant confirms the quarterly reports will contain the
same information as that contained in Form 10-D and that such reports will be
delivered to DTC for distribution according to DTC standard procedures.

<PAGE>
Johanna V. Losert
November 15, 2005
Page 7

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).

               The Registrant confirms that it understands the recency
requirement for static pool information and is preparing its templates in order
to comply with 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.

               The base prospectus has been amended to add a discussion of legal
proceedings in response to this comment.

Summary of the Offering, page iii

Use of principal receipts