SEC – ‘UPLOAD’ from 1/6/06 re: Nelnet Student Loan Funding LLC – ‘LETTER’

On:  Friday, 1/6/06, at 4:40pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  12/18/07   ·   Accession #:  0-6-925

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    16K 


Mail Stop 3561                                                                  

January 6, 2006                                                     

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                                        
        Amendment no. 1 to the Registration Statement on Form S-
3                                                                               
Filed November 16, 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.                                        

Previous Comment No.4                                                           
1. Please confirm, if true, that all material information in the                
underlying agreements will be available at the time of takedown                 
either by being disclosed in the 424 or in agreements filed prior               
to                                                                              
or at the time of takedown.                                                     

Base Prospectus                                                                 

Incorporation of Documents; Where to Find More Information, page                
92                                                                              
2. Further expand to describe the reports or other documents                    
provided                                                                        
to security holders required under the transaction agreements                   
including information included, schedule and manner of                          
distribution                                                                    
or other availability, and the entity or entities that will                     
prepare                                                                         
and provide the reports.  Alternately, please confirm that you                  
have                                                                            
already done so here or in the prospectus supplement. Refer to                  
Item                                                                            
1118(a) of Regulation AB.                                                       
3. Expand disclosure to specify the names, and if available, the                
Commission file numbers of the entity or entities under which                   
reports                                                                         
about the asset-backed securities will be filed with the                        
Commission.                                                                     
Identify the specific reports such as Forms 8-K, 10-D and 10-K                  
reports as well as any other information filed with the                         
Commission.                                                                     
Refer to Item 1118(b)(1) of Regulation AB.                                      
4. Disclose the Web site address where Nelnet will make all such                
reports available to investors.  Refer to Item 1118(c)(4) of                    
Regulation AB.                                                                  

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 direct your attention to Rules 460 and 461 regarding                   
requesting                                                                      
acceleration of a registration statement.  Please allow adequate                
time                                                                            
after the filing of any amendment for further review before                     
submitting a request for acceleration.  Please provide this                     
request                                                                         
at least two business days in advance of the requested effective                
date.                                                                           

Please contact Johanna Vega Losert at (202) 551-3325, Attorney-           
Advisor, or me at (202) 551-3750 with any other questions.                      

          Sincerely,

           Max A. Webb
                  Assistant Director
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Michael S. Dunlap                                                               
Nelnet Student Loan Funding, LLC                                                
January 6, 2006                                                                 
Page 3 of 3                                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		12/18/07		CORRESP,  UPLOAD
Filed on:		1/6/06		UPLOAD
		11/16/05		CORRESP,  S-3/A,  UPLOAD
				List all Filings