Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Byrnes David J.
2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2006
3. Issuer Name and Ticker or Trading Symbol
NELNET INC [NNI]
(Last)
(First)
(Middle)
121 SOUTH 13TH STREET, SUITE 201
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Director
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LINCOLN, NE 68508
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 610
D
 
Class A Common Stock 195,668
I
By Byrnes Family Revocable Living Trust (1)
Class A Common Stock 8,370
I
By Byrnes Family Heritage Trust (2)
Class A Common Stock 27,902
I
By Byrnes Family CRUT (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (right to sell) 02/28/2010 03/30/2010 Class A Common Stock 166,766 $ 83.95 I By Byrnes Family Revocable Living Trust (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Byrnes David J.
121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NE 68508
      Executive Director  

Signatures

Craig A. Stoner, Attorney-in-Fact 11/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Revocable trust of which the reporting person and the reporting person's spouse are the settlors and trustees.
(2) Revocable trust for the benefit of the reporting person's children.
(3) Charitable remainder trust of which the reporting person and the reporting person's spouse are trustees and beneficiaries. The reporting person reports beneficial ownership of all of the Nelnet, Inc. Class A Common Stock held by the trust but disclaims beneficial ownership except to the extent of the reporting person's and the reporting person's spouse's pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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