Exhibit 99.3



                                     NELNET

                             MODERATOR: PHIL MORGAN
                                  MARCH 4, 2008
                                  10:00 A.M. CT



Operator:  Good day everyone and welcome to Nelnet's fourth quarter 2007
        conference call. Today's call is being recorded and broadcast live over
        the internet.

        At this time, Mr. Phil Morgan of Nelnet's investor relations office will
        begin with opening remarks. Please go ahead, sir.

Phil Morgan:  Thank you, Lisa.  And thank you everyone for joining us today.
        Nelnet's fourth quarter earnings release and financial supplement have
        been posted to the investor relations website at www.nelnet.com.

        On today's call, we will have Jeff Noordhoek, president; and Terry
        Heimes, chief financial officer, providing the formal remarks; and Mike
        Dunlap, chief executive officer and chairman, joining for the question
        and answer session.

        Before we begin the formal remarks, I would like to read the Safe Harbor
        statement. We would like to remind you that there will be
        forward-looking statements made during today's call.

        The forward-looking statements may differ materially from actual results
        and are subject to certain risks and uncertainties that are detailed in
        our earnings release and in our filings at the SEC.

        The company does not intend to update any forward-looking statements
        made during the call. During the course of this call, we will refer to a
        non-GAAP financial measure which the company defines as base net income.

        Please refer to our website for the reconciliation of GAAP net income to
        base net income. After Jeff and Terry have concluded their formal
        remarks, we will open up the call for questions.

        I would now like to turn the call over to Jeff.

Jeff Noordhoek:  Thank you, Phil.  Good morning, everyone, thank you for joining
        us today. Today, we will discuss our operating results for 2007 but more
        importantly, we want to talk about the success of our strategy to
        diversify revenue and net income.

        I will take some time to talk about the impact of the recent legislation
        and the global liquidity crisis have had on the student loan origination
        and acquisition components of our business.

        Finally, I will briefly touch upon the outstanding fundamentals and the
        macroeconomic dynamics that impact education services industries as a
        whole.


        First, let me remind you that Nelnet is a diversified education services
        company serving the growing needs of the education seeking public. As
        you listen to our review of 2007 and consider our opportunities for
        2008. We want you to keep in mind that we have been highly successful in
        reducing our alliance on student loan net interest margin.

        In addition, the demand for our broad group of lower risk, fee-based
        services in the education market is extremely encouraging. The results
        for 2007 include continued growth of our diversified revenue stream,
        increased bottom line contribution from fee-for service operations,
        active management of operating expenses and strong bottom line
        performance when considering the impact of the 2007 legislation in the
        on-going global credit crisis.

        Base net income excluding charges related to the new legislation and
        related structuring was 34 cents per share for the fourth quarter and
        $1.72 per share for the year. Fee-based revenues reached $83 million for
        the quarter and $312 million for the year which represented 65 percent
        of our total revenue for the fourth quarter and 56 percent for the year.

        Importantly, and as a reflection of where more and more of our revenues
        will be coming from in the future, our fee-based operations contributed
        43 percent of our base net income in 2007 compared to 33 percent in
        2006. Terry will provide a more in-depth analysis of the numbers in a
        few minutes.

        Even though it represented an ever decreasing force of our revenue and
        net income, I will spend time discussing the current state of the
        student loan industry since it is in such flux.

        We remain committed to our mission of helping families plan, prepare and
        pay for education. However, the manner in which we fulfill our mission
        is continuing to evolve as legislation enacted in September coupled with
        the global credit crisis is putting extreme pressure on the student loan
        finance market.

        The legislation alone creates significant challenges in the FFELP
        industry. Last fall, we proactively made the tough decisions necessary
        to right-size our business with the new, lower economics of the FFELP
        program.

        As we predicted, many of our thinly capitalized competitors who did not
        respond quickly are being forced to exit the business in an abrupt
        manner. However, what we did not predict was the ever increasing
        severity of the global credit crisis and it's far reaching impact on the
        entire student loan finance industry.

        The ability to attract capital to fund FFELP and private loans has
        become increasingly difficult and increasingly more expensive. We
        secured liquidity in the fall as the credit market was tightening and we
        currently maintain an $8.9 billion warehouse line of credit with nine
        banks with approximately $1.7 billion available capacity as of today.

        The credit facility matures in May 2010 but the liquidity line backing
        the facility has an annual renewal this coming May. We expect relatively
        significant pricing pressure on the liquidity renewal given the current
        credit contraction going on worldwide.

        Ultimately, if we cannot come to acceptable pricing terms with our
        warehouse lenders, we do maintain the ability to term out the facility
        for two years with a minimal step up in cost.

        The buyer base in the term Asset-Backed Securities market has contracted
        dramatically with the near complete disappearance of the Structured
        Investment Vehicles which drove the pricing in the long-end into the
        market.


        That said, FFELP ABS transactions are still getting done for
        well-capitalized finance companies that can fund the subordinate
        tranches on balance sheet. This means that a significant portion of our
        more thinly capitalized competitors are currently unable to access the
        ABS market and are also more than likely unable to renew warehouse lines
        of credit, due to the need for tangible equity capital.

        In contrast, we fully intend to continue to use our financial strength
        to securitize and/or sell FFELP loan assets to free up capacity in our
        warehouse line of credit. The ABS market for private student loans has
        essentially disappeared and accordingly, we will look to significantly
        reduce and potentially eliminate the private loans we fund on our own
        balance sheet and shift our efforts to working with others in their
        origination activity to create fee income from our private loan
        business.

        Spurred by the stress in the ABS and commercial paper markets, the
        auction rate and variable rate demand note markets have also experience
        an unprecedented disruption. Many auction broker dealers on Wall Street
        have decided to let auctions of all assets class fail.

        We currently have $2.0 billion of auction rate notes and $900 million of
        variable rate demand notes outstanding, which, when combined is roughly
        10 percent of our debt capital structure. Even though our auction rate
        VRDN debt is predominantly rated AAA and are generally over 100 percent
        collaterized by federally guaranteed student loans, investors and broker
        dealers spooked by losses in the sub-prime mortgage market have created
        an irrational and unprecedented environment of failed auctions in these
        highly credit worthy assets.

        The interest rates charged on the failed auctions are slightly different
        depending on the notes but are generally in the T-bill plus 125 to LIBOR
        plus 150 basis point range. We are actively working to re-structure the
        auction and VRDN debt at more favorable rates.

        This crisis in the capital markets led us to announce a second
        restructuring in January. We proactively took steps to reduce operating
        expenses related to our student loan origination and related businesses
        further.

        Since we cannot determine nor control the link or depth of the capital
        market disruption, we plan to actually manage direct an indirect costs
        related to our asset generation activities and be more selective in
        pursuing loan originations in both the school and direct consumer
        channels.

        Accordingly, we have suspended consolidation loan originations and will
        continue to review various origination decisions going forward. As a
        result of these items, we will experience a near term decrease in
        origination volume compared to historical periods.

        Where does all of this leave the company and particularly the student
        loan finance industry? First, consider a few critical points about our
        company. We have a $26.7 billion existing loan portfolio that will serve
        as an annuity-type revenue stream for many years.

        We have the flexibility to dial up and dial down our FFELP loan
        originations based on our strong origination platform and liquidity
        position. We have highly efficient loan servicing capabilities with
        significant scale and capacity to grow, through our own internal
        originations or to serve new third party servicing opportunities.

        We have a very strong capital base along with operating capacity. We
        have a diversified product offering and revenue stream. Fee-based
        revenues are growing both as a percent of total revenue and in absolute
        dollars; a trend that we expect will continue.


        We have been proactive in right-sizing our expense structure in response
        to the two unprecedented events affecting our student loan business.

        Let me repeat our statement from the last call, we will not grow for
        growth sake, and we will not create unprofitable loan assets and
        sacrifice value creation for short-term volume or some mythical market
        share benefit. We will continue to monitor market and be proactive in
        keeping the company financially strong.

        Before I turn the call over to Terry to discuss the details of our
        financial performance, I want to highlight some of the market dynamics
        that we look to as we chart the course for Nelnet in 2008 and beyond.

        2008 will provide the largest class of graduating high school seniors in
        the history of the United States. The cost of education continues to
        rise at twice the rate of inflation. The financial aid process is
        continually increasing in its complexity, given ever increasing
        government regulation.

        We have seen a dramatic reduction in new loan originations from
        approximately 15 industry participants including two top 10
        participants. Capital to fund loans is becoming scarce and accordingly
        more and more expensive to obtain and banks are more reluctant to put
        new loan assets on their balance sheets given the increased capital
        commitments from all consumer and commercial financial assets.

        So what does all this mean? There are definite challenges. For some
        participants in the student lending business, these are potentially
        insurmountable challenges. For Nelnet, however, the industry dynamics
        are providing opportunities in the education services area in general.

        We believe our strategy has positioned us for success in this growing
        but complex space. Let me highlight that 65 percent of our revenues came
        from fee-based businesses in the fourth quarter.

        At this time, I would like to turn the call over to Terry Heimes to
        discuss the details of our financial performance.

Terry Heimes:  Thanks, Jeff.  Today, I want to talk to you about our operating
        results for 2007 and provide some color on our business strategy and the
        performance of our various operating segments.

        Given the current market conditions, I will spend some time talking
        about our liquidity and funding capacity and finally, talk about our
        strategy and performance objectives given the business environment for
        2008 and moving forward.

        First, the more traditional measures of performance and results. Our
        GAAP net income from continuing operations was $19.2 million or 34 cents
        per share for the fourth quarter of 2007 and $35.4 million or 71 cents
        per share for the year. This compares to a loss of $5.9 million in the
        fourth quarter of last year and GAAP net income of $65.9 million or
        $1.23 per share for all of 2006.

        Base net income was $13.4 million or 27 cents per share for the fourth
        quarter of 2007 and $38.5 million or 78 cents per share for the year
        which compares to 22 cents and $1.42 per share for the fourth quarter of
        2006 and the 2006 fiscal year.

        Obviously, a substantial amount of unusual activity occurred during all
        periods and moving the discussion to a review of comparable operations
        can be complicated. Consider the following; the fourth quarter of 2007
        includes restructuring charges of $3.3 million after tax or 7 cents per
        share.


        The fourth quarter of 2006 includes impairment charges related to our
        settlement with the department of education totaling about 22 cents per
        share after tax. Thus excluding the legislative changes, impairment
        charges and other one time items, base net income was 34 cents per share
        for the fourth quarter of 2007 versus 44 cents per share for the fourth
        quarter of 2006.

        From a full year perspective, the year ended December 31st 2007 included
        approximately $46.8 million in after-tax restructuring or other charges
        related to changes in legislation or a total of 94 cents per share.
        Excluding the legislative changes, impairment charges and other one time
        items, base net income was $1.72 per share for 2007 versus $1.64 per
        share for 2006.

        Our student loan assets were $26.7 billion, an increase of $2.9 billion
        or 12 percent year-over-year and our shareholders equity topped $608
        million at year-end.

        As we look back at 2007, Nelnet has been very successful in the
        execution of our key business strategies and diversification of revenues
        but has also faced significant challenges in terms of market and
        industry conditions.

        As we look forward to 2008 with the change in legislation, disruption in
        the capital markets and reduced economics related to new FFELP loans,
        asset generation and asset growth will no longer be key drivers or
        measures of our success.

        Before we get to funding, liquidity and the prospects for 2008, let's
        talk about the performance of our fee-based businesses and operating
        segments. Our fee-based revenues totaled $83.2 million for the quarter,
        an increase of $12.1 million or 17 percent compared to the same period a
        year ago.

        For the year, fee-based revenues totaled nearly $312 million, an
        increase of $72 million or 30 percent. Fee-based revenues made up 65
        percent of our total revenues for the fourth quarter at 56 percent of
        our total revenues for the year, a substantial increase from the 53
        percent and 44 percent a year ago.

        Importantly, our fee-based business segments contributed nearly 43
        percent of our base net income during 2007 compared to 33 percent in
        2006. For the year ended December 31st 2007, loan and guarantee
        servicing revenues from third parties totaled $128.1 million for an
        increase of $6.5 million or 5.3 percent compared to 2006.

        We saw a pretty substantial increase in our guarantee outsourcing
        revenue in 2007 as compared to 2006 which all set a decline or run off
        in our third party FFELP loan servicing revenues. The change in
        legislation and capital markets will provide some challenges as well as
        opportunities in this segment as we move into 2008.

        A repeal of the VFA agreements between the Department of Education and
        certain guarantee agencies could reduce our revenues by nearly $9
        million in 2008 but we believe there will be some significant
        opportunities to increase our third party loan servicing revenues as
        some industry participants look to take advantage of our origination and
        servicing platforms allowing us to capitalize on our significant economy
        of scale in this area.

        Our other fee-based revenues are generated from our Tuition Payment Plan
        and Campus Commerce segment as well as our Enrollment Services segment.
        These revenues increased $58.6 million during 2007 to nearly $161
        million, an increase of more than 57 percent.


        Our Tuition Payment Plan and Campus Commerce revenue totaled $42.7
        million for 2007, an increase of $7.6 million or 21.6 percent compared
        to 2006. We continue to seek positive leveraging growth opportunities
        here.

        After tax operating margins have improved each of the last three years
        and although this is a relatively mature market, we believe we have
        growth opportunities not only through new school clients but also growth
        in revenue opportunities from our existing client base.

        Nelnet Enrollment Services includes our college preparation and planning
        services as well as our lead generation activities. Revenues increased
        $48 million or 86 percent during 2007. The acquisitions of Peterson's
        and CUnet have significantly expanded our product offering.

        We believe we have some excellent opportunities to capture value here
        not only through integration, economy to scale and operating leverage
        but also through our school touch points, services provided and
        administrative capabilities allowing us to create value for our school
        clients. Excluding a onetime charge for impairment of intangible assets
        incurred during the third quarter, base net income contribution was
        roughly flat for 2007.

        Although operating margins have contracted here over the last couple of
        years as we've built the business, we believe we have opportunities to
        take advantage of revenue growth and expense control in 2008 and beyond.

        Our Software and Technical Services revenue increased $6.6 million
        during 2007 or 43 percent totaling $22.1 million for the year. During
        2007, we were able to increase our after tax operating margin by
        capitalizing on our operating leverage. While we expect some potential
        softening of revenues in this area, should lenders exit the student loan
        business, we also see opportunities to work with lender and school
        clients to outsource their development and maintenance activities. In
        addition to our traditional education focus, we also see diversification
        opportunities outside the education finance and services areas with some
        new product development activities.

        With the changes in legislation and capital market activities, we are
        proactively taking steps towards operating cost reduction specifically
        focused in the asset generation and related support areas.

        Operating expenses excluding restructuring charges are (flat) compared
        to the third quarter and compared to the fourth quarter of last year.
        We're very pleased with our operating cost performance given a growth in
        our fee-based revenues. Through our restructuring efforts, we have
        reduced the cost related to our asset generation activities to a level
        that can be supported by economics of new loans provided we get some
        relief and stability related to our funding costs.

        This brings us to a discussion of our lending activities, the related
        funding costs and funding capacity. As you are all aware, the
        legislation passed last year significantly reduced the yield on loans
        originated after October 1st of 2007.

        At year end, we had less than $500 million of these loans on our balance
        sheet, or less than 2 percent of our total loan assets. The capital
        market disruption has put additional pressure on the economic viability
        of new loan originations, but before I talk about new loan originations,
        I want to spend some time talking about the portfolio of existing loans
        on our balance sheet.

        We currently have $26.3 billion in par value of student loans on our
        balance at a carrying cost of 1.7 percent of unamortized premium.
        Roughly $18 billion or 70 percent of those loans are financed to term or
        matched to maturity with term ABS securities at very attractive fixed
        spreads to three month LIBOR. And since we don't use gain on sale
        accounting, we have a significant amount of unrealized value in these
        loans.


        We estimate the future earnings and cash flow on this portfolio over its
        life will be in excess of $1.2 billion assuming it normalizes the
        historical spread between LIBOR and commercial paper.

        Our highest priority is term financing or refinancing of loans in our
        short-term warehouse vehicle. The facility includes provisions requiring
        us to roll or refinance a portion of the loans annually. It also
        includes provisions that if we're unable to agree on renewal terms of
        the liquidity support, we can term out the facility through 2010 at a
        minimal step up in cost.

        The facility includes an advanced rate provision subject to a valuation
        formula based on current term ABS market criteria. As ABS spreads have
        widened, advanced rates have been reduced for acquired equity support
        for the funded portfolio.

        So our focus on refinancing is two fold: one, reduce the maturity
        mismatch in this portfolio; and two, reduce the volatility related to
        the equity support for our portfolio to the appropriate level for
        government guaranteed assets. We will be working to refinance or term
        out this portfolio over the very near term as well as continuing
        discussions related to the extension or renewal of the liquidity
        provisions.

        The refinancing and/or renewal will come at a price. Our current cost
        related to the warehouse is less than 30 basis points over LIBOR.
        Historically, we had been able to achieve financing efficiency in the
        term market, refinancing the portfolio to achieve a reduction in funding
        cost.

        Going forward, we know that will not be the case with the $7 billion
        portfolio. Costs are likely to increase 40 to 60 basis points either as
        a result of renewal or as a result of refinancing in the term ABS
        market.

        The next obvious question relates to future loans and the availability
        of capacity and liquidity. Jeff indicated we're committed to our mission
        of helping families plan, prepare and pay for their education.

        We've made significant investments in loan origination and delivered
        platforms and we have developed a broad array of services to help our
        school and student customers. We have $600 million in equity capital and
        access to a $750 million unsecured credit line.

        Today, more than $400 million of that credit line remains undrawn and
        $200 million of the drawn amount is providing funding support for our
        warehouse portfolio of high quality government guaranteed assets.

        We are positioning the company for the 2008/2009 lending year; however,
        Jeff also indicated that we will not generate volume for volume sake. If
        we cannot secure economically viable capacity for new loans, we will
        shift our efforts to other product and service lines including our
        fee-based origination of servicing activities to help our school and
        lender clients.

        It is also important to note that because of our economies of scale and
        efficient operations, we have a greater ability to achieve those
        economically viable risk adjusted returns necessary for us to remain in
        the asset generation acquisition business long term as compared to other
        industry participants.


        In summary, what are we doing related to our funding and capacity in
        2008? We're going to refinance a significant portion of our warehouse
        portfolio at wider spreads relative to historical ABS levels and our
        warehouse funding cost if done under the current market conditions.

        We will look to renew or renegotiate a new warehouse facility and extend
        the liquidity provisions on our existing facility. The cost will be
        substantially higher than historical levels but likely limited to a one
        year agreement giving the term ABS markets time to sell and recover.

        We will use our equity and capital to support our warehouse and term ABS
        issuance maybe in the short term, to retain the accumulated value on our
        portfolio and we will continue to monitor the viability of new loan
        generation and acquisitions given the developing market conditions.

        It is also important to note that we are in a seasonally driven slower
        origination period. If we do not see the appropriate signs of market
        correction prior to certain peak origination periods, we will take
        prudent steps to keep the company financially strong.

        We have already taken steps to reduce our operating cost and we maintain
        the flexibility to dial-up or dial down loan production that brings us
        to our overall strategy, plan and performance objectives for 2008 and
        beyond. We will continue to execute our business plan focused on
        diversification.

        We will continue to deploy our capital and resources to retain and
        generate value and we will be proactive in dealing with the very
        challenging and dynamic business and capital market environment related
        to the education finance portion of our business.

        As we look specifically to 2008, it will be a year of volatility,
        continued transition, continued diversification and positioning.
        Accordingly, we are not going to provide definitive earnings guidance.
        We can tell you where we will focus our efforts in terms of the business
        dynamics in some of the areas that are sure to impact our performance
        namely we will not focus on funding assets on our balance sheet for
        2008. At this point in time, we anticipate being active in the asset
        generation and acquisition area, but it is dependent upon our ability to
        fund the asset profitably over the long term and secure reasonable risk
        adjusted returns. We expect our spread to contract typically as it
        relates to the roughly $7 billion of our portfolio currently funded in
        our short term warehouse vehicle. The extent and the impact is dependent
        upon the amount of loans we refinance, the stability of the term ABS
        markets and our ability to renew liquidity for our warehouse program. We
        expect opportunities to grow our third party servicing revenues and
        profit contributions. However, we expect new legislation to reduce
        guarantee outsourcing revenues by as much as $9 million in 2008. We
        expect continued growth and strong performance in our Tuition Payment
        and Campus Commerce segment. We expect continued opportunity for revenue
        growth in our Enrollment Services segments and we expect to improve our
        operating margins here taking advantage of integration and scale. And
        finally, we have undertaken steps to aggressively control our costs and
        we will continue to do so while balancing the need for innovation and
        investment and technological developments.

        With that, I'll turn it back over to Jeff for closing comments and
        discuss what lies ahead for Nelnet.

Jeff Noordhoek:  Thanks Terry.  I'm going to take a few minutes to describe what
        we feel could be in store for the entire student loan market and
        particularly students and their families which is what really matters in
        this large, public policy debates.


        We believe the combined effect of the College Cost Reduction Act passed
        in September coupled with the global credit crisis is already starting
        to affect students and will only worsen throughout 2008 if something
        does not change.

        As all lenders are choosing where to invest their shrinking pool of
        available funds, the first to feel the effect will be the students
        attending higher default/low graduation rate schools.

        You have heard us and each of our public competitors' state that we are
        pulling away from this market. As capital flowing into the broader
        student market continues to wither, our fear is that this could quickly
        roll into the for-profit education sector and the community college
        market where smaller loan balances and higher delinquencies and default
        equate to higher servicing costs and lower margins.

        This would be a needless failure for our country, as thousands of people
        who have the opportunity to gain the most from education are served by
        these colleges. Ultimately, if something does not change, four-year
        college and graduate students will also start to feel the pinch as most
        banks and finance companies would be constrained in their ability to
        fund this growing amount of low margin assets on their balance sheets.

        There are some people publicly stating that with the Direct Loan program
        will simply pick up the volume left by the FFELP program hunters. We
        think this strategy is very risky and it is our opinion the direct loan
        program does not have the infrastructure in place to more than double or
        triple in a short period of time without a massive disruption of service
        to schools and students.

        In addition, total FFELP volume is expected to see over $500 billion in
        the next five years which, if funded under the Direct Loan program,
        would get added directly to our national debt.

        The September 2007 legislation was designed to channel more grant aid to
        students which we all agree makes sense. What will not change is the
        reality that the growing cost of higher education will mean that most
        students will also continue to need loans.

        Grants and loans go hand in hand. If the loan market is disrupted, there
        will not be students in place to benefit from grants. The good news is
        that it is not too late to head off this gathering storm, and the
        industry is actively discussing ideas with multiple constituencies on
        how to infuse liquidity into the student loan market to ensure that no
        interruption of access occurs as it never has in the over 40-year old
        history of the FFEL program.

        I'm going to almost exactly quote my closing statements from our last
        quarterly call as they are so important to understanding our company.
        First, let me reiterate that these recent events will not change our
        mission in helping families plan, prepare and pay for their education.

        Our core value, which includes our customer focus and our commitment to
        associates, remain unchanged as do core underpinnings of our business
        model. We remain committed to diversifying and increasing our fee based
        revenue streams and deploying capital efficiently, utilizing our scale
        and capacity to create efficiencies, and generating high quality assets
        when a proper return on investment can be achieved.


        So what does lie ahead for Nelnet? Growing and diversifying fee based
        businesses will be the major driver of future shareholder value
        creation. These businesses will represent a substantially larger piece
        of our income stream and the majority of our bottom line. We believe
        they will ultimately fill the void created by the lower contribution
        from loan assets over the long term and add additional growth in the
        education space outside of FFELP to reduce political, credit, and
        interest rate risk. Revenue diversification will continue to make us
        stronger and the new products and services we add will create value to
        customers while creating a sustainable long term cash flows for our
        company. We see an ever increasing opportunity to expand our third party
        servicing, as other market participants look to piggyback our scale,
        efficiency, and world class servicing operations. Maintaining our
        relationships with our existing school customers in our target market is
        critically important. However, the market and how we approach the market
        has changed significantly. By way of example, in a typical year we were
        likely to receive approximately 40 lender list RFPs from colleges and
        universities. Since last September, we received response to over 500
        RFPs. Asset generation will be in intensely focused on high quality, low
        default FFELP assets and maximizing their value by either balance
        sheeting new loans that meet our return targets or forward-flowing them
        to strategic third parties.

        And finally, before we get your questions, I want to proactively address
        what we plan to do in terms of regulatory filings, earnings releases and
        investor outreach during 2008. We believe our public filings contain the
        information necessary to evaluate our performance and understand our
        business operations.

        This is where we focus our public disclosure and transparency. We
        believe it is important information for our investors and should be
        reviewed and considered in conjunction with our comments and discussion.

        Going forward, our quarterly calls will be scheduled after we have filed
        our 10k or 10Q. Mike, Terry and I will now take your questions.

Operator: Thank you, sir. The question and answer session will be conducted
        electronically if you would like to ask a question please do so by
        pressing the star key followed by the digit one on your telephone. If
        you are using a speakerphone please make sure your mute function is
        turned off to allow your signal to reach our equipment. Once again, that
        is star one to ask a question. We will pause for a few moments.

        And our first question comes from Sameer Gokhale with KBW please go
        ahead.

Sameer Gokhale: Hi, good morning. I think you've mentioned that you were
        currently in discussion with certain constituencies about perhaps
        thinking of ways in which to inject liquidity into the funding market
        for student loans, which you will be able to discuss any specific
        proposals that you've submitted and perhaps who you might have spoken to
        or approached so far, I know Hank Paulson, the treasury secretary, has
        been approached by some lawmakers on this issue and I was wondering if
        you had pursued that line as well. Just want to hear your thoughts on
        this issue.

Jeff Noordhoek: Sure. This is Jeff, Sameer. What I would say is that the
        industry as a whole, many participants and industry trade groups, have
        approached multiple levels of government. That would be local, state and
        federal levels and all different types of agencies to have discussions
        about what is going on in the student loan market and what is going on
        in the capital markets and what it means for students and families in
        the United States.


        So I would tell you that there have been multiple discussions at
        multiple levels across the government on this issue.

Sameer Gokhale: I mean is there anything more specific you can give us as far
        as proposals perhaps to have the government provide, you know, some sort
        of back stop liquidity support to the extent that ABS investors are kind
        of hesitating to invest in even government guaranteed ABS and maybe by
        providing that back stop liquidity you get more of these investors into
        the market.

        I mean, is it along those lines or would you discuss specifically what
        kinds of ideas you've been thinking about.

Mike Dunlap: This is Mike Dunlap, going down the line of - if you look at
        some of the other market segments, like housing, you've got the federal
        home loan bank and the federal form credit system for the agriculture
        area, Jennie Mae, Fannie Mae, Freddie Mac in the mortgage sector.

        Student loan sector did have direct access when Sallie Mae was a GSC to
        the Federal Financing Bank. So some of the discussions that we've had
        is, you know, should the Federal Home Loan Bank or the Federal Financing
        Bank be allowed to provide liquidity directly into student loan asset or
        asset backed securities with a number of different players in
        government. So that's just some of the different ideas that we've talked
        about.

Sameer Gokhale: That's terrific, that's very helpful color. The other thing I
        was wondering about is I think this warehouse facility that I think is
        due for renewal in May of this year. I think you've mentioned that if it
        weren't renewed it would become a termed facility and you've mentioned a
        modest step up in cost there. Would you be able to share with us what
        the incremental step up in cost on this facility would be if you were to
        just leave the assets in there and kind of term it out?

Mike Dunlap:  Ten basis points.

Sameer Gokhale: Ten basis points compared to what you are doing now. OK. And
        the last thing I was curious about was on your fee based income, I know
        there is some commentary given when in Q4 your other fee based income
        there was a pretty big sequentially increase, was that pretty much all
        due to seasonality or was that one business in particular that was
        performing better than the others?

Mike Dunlap: It was primarily seasonality. You know, we've seen really solid
        growth in terms of our tuition payment, campus commerce segment as well
        as with the CUnet and Peterson's, our enrollment services had a good
        quarter as well as our lead generation activities, so -

Sameer Gokhale:  OK, great thank you.

Operator: As a reminder, that is star one if you would like to ask a question or
        make a comment. And once again, that is star one if you'd like to ask a
        question and we'll pause for another moment.

        And we have a question from Robert Kirkpatrick with Cardinal Capital;
        please go ahead.

Robert Kirkpatrick: Good morning, could you talk a little bit about where you
        are in your restructuring process with the one that was announced in
        January. Are you all the way through that at this point and can you give
        us some guidance as to where your cost structure is relative to that
        which you reported in the fourth quarter, please?


Terry Heimes: Sure Robert, this is Terry. We are largely through our
        restructuring process. As we exit some associates there will be carry
        over severance and other costs that will flow into the second quarter
        but we are largely through that in terms of our costs, structure, and
        run rate, we expect, as we announced previously, with the restructuring
        we would expect a cost saving in the $25 to $50 million range from a
        standpoint of our 2007 run rate perspective.

        We would expect to start to see that in 2008 starting to take effect in
        the first quarter, however, with some of our carry over, we will see the
        main impact in the third quarter of 2008.

Robert Kirkpatrick:  And what accounts - first of all, what's the 2007 run rate?
        Is that the rate of which you exited the year or is that the rate for
        the whole year?

Terry Heimes:  We exited.

Robert Kirkpatrick:  OK and contributes to a variation of $25 to $50 million or
        nearly a 100 percent swing in your assessment of the cost being saved.

Terry Heimes:  It would somewhat depend upon the level of asset generation
        activities that we actually undertake in 2008.

Robert Kirkpatrick: OK. And could you go back to the point that you made during
        your prepared remarks about the loan portfolio having - if I wrote it
        down, right - $1.2 billion of future value and explain that in a little
        bit greater detail for us.

Terry Heimes : Sure this is Terry, we've got - of our $26 billion portfolio we
        have $17 and a half to $18 billion that is funded using the term market
        with fixed spread to 3 month LIBOR. When we run that out to the life of
        the portfolio, the cash flow and earnings generated on that portfolio
        over its life is in excess of $1.2 billion which would include the
        excess spread, the servicing revenue that we would largely generate for
        ourselves because we are servicing it, the administration releases from
        the trust estate that seems to be a, you know, a historical level or
        spread between commercial paper and LIBOR as well as, you know, certain
        prepayment rate, et cetera. The point that we wanted to make though is
        that we have that portfolio financed to term with very attractive
        spreads and we've locked in the value on that portfolio, and since we
        don't use gain on sale accounting, we're going to recognize that value
        over the life of that portfolio.

Robert Kirkpatrick: And what is the term that you have locked in? What's the
        average term of that, $1.2 billion?

Terry Heimes: Well, they vary by asset type, a substantial portion of those
        are consolidation loans and so they're going to have a very long - a
        long life, probably in the neighborhood of 10 to 20 years in terms of an
        average useful life.

Robert Kirkpatrick: And your equity market value today is a little less than
        that?

Terry Heimes:  Yes.

Robert Kirkpatrick:  Great.  Thanks so much gentlemen I appreciate your time.

Terry Heimes:  Thank you.

Operator: Again, that is star one if you'd like to ask a question. I would like
        to remind everyone that if you are on a speakerphone, make sure your
        mute function is disabled so your signal would reach our equipment. And
        once again that is star one.

        And we have a question from Cyril Battini with Credit Suisse.


Cyril Battini: Thanks. Hi, good morning. I'm calling - my question has to do
        with your funding profile, if you could just maybe discuss what is
        coming due in 2008. I think you've talked about the 6.6 billion
        warehouse facility, which you plan to term out. And then I think there's
        2.9 billion in option rate loans. How do you plan on refunding that
        given the current situation?

Terry Heimes: Sure. You're correct. We have about the 6.9 or 7 billion
        warehouse line, which, although it has a final maturity of May of 2010,
        the liquidity is renewed annually. And so that renewing in May of this
        year, that, we've got that as coming due this year. In addition, the
        auction rate is reset annually and those we are experiencing dislocation
        in the rates. However, I think it's also important to note that some of
        the loans in those financings have floor characteristics to them. So
        those are still economically viable trust estates. We are going to look
        to refinance those into an alternative source to reduce our funding cost
        there, but our first priority is to refinance our term, our short-term
        warehouse portfolio.

Cyril Battini:  You're referring to the 6.6 billion?

Terry Heimes:  Yes.

Cyril Battini:  But even if you - but this, you can always term it out to 2010,
       right, if it can be refinanced?

Terry Heimes:  We do have that option yes.  We are trying to make sure that we
       put ourselves in the best, most flexible position as we move into 2008
       and beyond.

Cyril Battini:  And the 2.9 billion in auction rate funding, I mean what's
       plan B if you can't refinance that?

Male:  Well, as I said, those have the ability to - you know, those are not
       coming due. They are just, they are resold...

Cyril Battini:  Oh.

Terry Heimes: ... periodically, and we have the ability to leave those in the
       auction rate or variable rate demand note mode. It is just going to be
       more efficient for us to refinance those to the extent they can because
       they are currently earning at the max rate - they've gone to the max
       rates. So we want to refinance those to gain efficiency.

Cyril Battini:  OK, I understand.  So when are they coming due, those?

Terry Heimes:  They have varying maturities.  Most of them are probably going to
       be anywhere from 12 to 30 years.

Cyril Battini:  OK, great.  Thank you.

Operator: And we'll take our next question from Shane Wilson with QVT financial.

Shane Wilson:  Hi.  I was wondering, when you speak about increasing revenue
        from third party servicing if, you know, that's service basing your
        general assessment of the state of the market now? Or have you had sort
        of specific conversations with specific other, you know, industry
        participants?

Mike Dunlap: There's all kinds of different opportunities there that are
        popping up as people are looking at ways to become more efficient.
        They're looking at companies like ours that have the scale and
        efficiency to help them do things more efficiently. So we always have
        had a sales pipeline in our servicing area. That's increased
        significantly in the last three to six months as turmoil has kind of
        rocked the market.


Shane Wilson:  OK, thanks.

Operator:  And our next question comes from Charles Cascarilla with Cedar Hill.

Charles Cascarilla: Oh hey guys. I was wondering if you could just delineate a
        little bit better for me, or us, the derivatives you added in the
        quarter. Looks like you did - had some activity there - and what is
        hedged and what's not hedged and what the exposures are.

Terry Heimes: Sure. This is Terry. Let me start with some of the exposures
        that we were trying to hedge. As you may recall in - our assets are set
        off the average daily rate of the 90 day commercial paper. So our assets
        reset daily. The majority of our debt will reset every three months
        based off LIBOR. So in a rising rate environment, we benefit from our
        assets resetting daily and our debt resetting discreetly every 90 days.

        When rates leveled out, we recognized that volatility and wanted to
        hedge against that in a declining rate environment, and so we added a
        total of about $24 billion in terms of hedges that are outlined in our K
        that come on in varying points in time, which hedge that average versus
        discreet difference in the reset provisions of our assets and our debt.
        So that's one of the risks that we've hedged and that we have benefited
        from in terms of the recent substantial decrease in rates ...

Charles Cascarilla:  And so those are basis hedges?

Terry Heimes:  Yes.

Charles Cascarilla:  Right, OK.

Terry Heimes: The other area that we have undertaken hedging activity is we
        have a portion of our loans of about $3.5 billion that have the ability
        to earn variable rate floor income if rates drop substantially because
        they were reset last July. Rates have dropped substantially. We actually
        earned variable rate floor income to the extent that commercial paper
        would drop below about 4.9 percent. We have hedged or put on about $2
        billion in hedges against that $3.5 billion portfolio, which lock in a
        rate of 4.18. So we have effectively locked in or hedged about 72 basis
        points of variable rate floor income on $2 billion of our portfolio that
        could be eligible.

        We have an additional billion five to 2.4 billion that could be eligible
        for additional variable rate floor income because of T-bill, and T-bill
        rates or commercial paper rates that we will earn a spread on as rates
        drop. And we will earn variable rate floor income between the difference
        of about 4.8 to 4.9 percent and the commercial paper rate, which
        currently is running probably around three. So we have the ability to
        earn an additional 1.75 to 2 percent on that additional billion five of
        loans that are reset based on commercial paper.

        We also have about 800 million of loans that have the ability to earn
        variable rate floor income that are reset off the T-bill. However,
        because we don't have really any debt that is matched or based off the
        treasury bill, while we earn variable rate floor income, we really don't
        receive the economic benefit of that because of the wide Ted spread. So
        that's the variable rate floor income component of it.

        And then on the fixed rate income, we - or fixed rate floors - we have
        about $2 billion that is earning at the fixed borrower rate of about 7.5
        percent. And we will have locked in, because of hedges, we've locked in
        about 120 basis points of fixed rate floor income on that $2 billion
        portfolio. $1 billion of it was earning at fixed rates at year end, and
        $1 billion was added after year end. Or an additional $1 billion
        converted to fixed rate after year end because of the continued decline
        in interest rates.


Charles Cascarilla:  I got you.  That's great.  I appreciate it.

Operator:  And our next question comes from Lance Ettus with Mortar Rock Capital
        Management.

Lance Ettus: I actually have a few questions. First, I know that you said
        that, you know, your locked in part of your portfolio is worth 1.2
        billion. I was just wondering if you could comment on, you know, from
        what you're seeing out there whether the part that's not locked in,
        whether you could still sell those loans - I think you could still sell
        those loans at a slight premium to book value. So, in other words, you
        could sell them for, let's say, 1.005 or, you know, 50 basis points
        above at least.

Terry Heimes: Well obviously there is a substantial amount of disruption in
        the capital markets and the availability of capacity and liquidity has
        become challenging. I think it has become irrational in terms of the
        impact on the - what assets would be sold for. We still believe they
        have significant value, and we are looking to retain that value by
        terming out some of them out of our warehouse. But we will, we will
        continue to look for ways that we can capture that value, including
        potential sale.

Lance Ettus: OK. And I'm just - also if you could comment, one, on your
        service and business. What's been the growth there of the part, you
        know, your, that's not your assets? And, two, you mentioned
        diversification efforts before, you know, diversifying sort of outside
        the payment arena, which, if you could comment on, you know, what kind
        of products we should expect, you know, coming in the pipeline.

Terry Heimes: This is Terry. Let me first address the servicing. As we grew
        our portfolio, historically, we have been able to grow our assets on our
        balance sheet some. And through consolidation, we actually saw a run off
        in our third party servicing portfolio. So that has been actually
        declining over recent years because of the consolidation as well as our
        focus on growth of assets on our balance sheet.

        With the reduced consolidation impact and the reduced economics and
        people looking for efficiencies, as Mike indicated, we see some
        opportunities to add some additional lenders and also grow - for lenders
        to grow our third party servicing going forward. So while that has
        historically seen a decline or run off, we see some opportunity to grow
        that going forward.

        And then your other question on diversification, can you repeat that?

Lance Ettus: Just you commented before that you're looking to diversify sort
        of outside the core sort of payment products, you know, in your other
        fee businesses. If you could just comment on that, you know, what, you
        know, a little more specific there if you could.

Terry Heimes: I mean one of the areas that we've seen opportunities here has
        been our, in our software and technical services area. And we've been
        able to develop products that really have appeal to constituencies
        outside of schools and students. And we've been able to start to develop
        a market in that area.

        Right now it's really immaterial in terms of the overall contribution,
        but we see opportunities to continue to diversify specifically in the
        software and technical areas outside.

        In addition, we also see opportunities to continue to diversity the
        product and service offered under our Nelnet enrollment services area by
        example. Where traditionally that has been focused on planning and
        preparation as well as lead generation, with lead generation taking the
        lion's share of the activity there. We see opportunities to expand the
        product service offering to schools and students outside of that as we
        move forward.


Lance Ettus:  Yes, thank you.

Operator:  And we have a follow up question from Sameer Gokhale with KBW.

Sameer Gokhale: Hi. Just actually a couple of quick follows up. You know, on
        that, on that warehouse facility and the $6.6 billion of loans in there,
        assuming that facility isn't renewed, as those loans pay down, does that
        create additional capacity back up to the 6.6 billion or is that just
        basically fully amortizing then at that point in time? I just wanted to
        kind of get some more detail on that.

Jeff Noordhoek: If we were to term the facility with the providers, it would
        just amortize down.

Sameer Gokhale: OK. And then the other question I had was in that portfolio
        where you talked about the future cash flows. You know, I'm assuming
        that doesn't take into account any of the operating cost associated with
        servicing that portfolio. So if one were to try to do an NPV on that
        piece of the portfolio, you know, what would you envision your op ex
        would be if you were to just do a minimal amount of servicing on that
        and you cut out all the infrastructure related to the origination part
        of that business? I mean how should we think about it from an NPV
        perspective if we're thinking of valuing that whole earning stream?

Terry Heimes: Well the - on that earning stream the largest portion is going
        to be the net spread. And the servicing is provided out of the cash flow
        that's there. Our servicing is done, you know, one of the developments
        or one of the things that we've been able to develop is a significant
        amount of scale. So our cost is very efficient in that regard. As it
        relates to - there's a lot of different factors that could come into the
        net present value. Our focus was to make sure that we provided guidance
        on the amount that would flow off of that portfolio to demonstrate the
        value that's there.

Sameer Gokhale: Well let me see if I can ask the question another way. I mean
        if I were just trying to value within run off, so you don't leverage off
        of the scale of new loans that you might add on there and service those,
        if you were just going to run the portfolio off, you know, your op ex
        ratio right now - I don't know if in the current quarter, just related
        to that business, if it was about 80 basis points or so - I don't know
        if that sounds reasonable - but if you were just to do a minimal amount
        of servicing on that portfolio, cut out all the origination costs, et
        cetera, perhaps that would be 40 basis points of expenses you are left
        with in a burn down scenario where you are just running the portfolio
        off. I mean is that the way I should be thinking about it, you know, not
        taking into account - not assuming growth in the business, but just
        assuming a run down burn off analysis from an NPV perspective? Do those
        numbers make sense?

Terry Heimes: You're still high in terms of the true cost associated with a
        runoff scenario. Again, a substantial portion of those are high balance
        consolidation loans. So our servicing cost, true marginal incremental
        servicing cost is going to be very low, substantially less than the 40
        basis points that you referenced.

Sameer Gokhale: And how about the all in costs of that portfolio? Would it be
        lower than 40 basis points, not looking in marginal again because just
        assuming a run off for the portfolio? So the servicing of that existing
        portfolio with the cost that I should assume, should that be 40 basis
        points or, you know, all in, including your fixed cost infrastructure,
        et cetera?

Terry Heimes:  No, it will be less than that ...

Sameer Gokhale:  OK.


Terry Heimes: ... the key though is our ability to manage our fixed cost
        infrastructure as our - is how we continue to grow our fee based
        businesses, the opportunities that are provided to continue to focus on
        the growth of our servicing business, the ability to expand our
        enrollment services areas, the ability to continue to grow our tuition
        payment campus commerce, so all of those play into our ability to manage
        our fixed cost infrastructure.

Sameer Gokhale:  OK, thanks Terry.

Operator:  And there are no further questions at this time.  I would like to
        turn the conference back over to our speakers for any additional or
        closing remarks.

Jeff Noordhoek: We have diversified our revenues and reduced our reliance on
        net interest margin and government fund programs. We have established
        viable entry points for school and lender customers. We have developed
        significant economies of scale in our loan servicing and tuition payment
        plan operations and are developing similar economies of scale in our
        enrollment services areas.

        We have accessed the necessary capital to expand our business in
        profitable areas. We have the management expert experience and expertise
        to take advantage of business opportunities, and we have demonstrated
        the ability to execute on our business plan and strategies in
        challenging times.

        And we want to thank you for participating on our call. Have a great
        day.

Operator:  And that concludes today's teleconference.  Thank you for your
        participation.  Have a good day.

                                       END