FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	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(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

ABEL JAMES P	2. Issuer Name and Ticker or Trading Symbol

NELNET INC [ NNI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

121 SOUTH 13TH STREET, SUITE 201	3. Date of Earliest Transaction (MM/DD/YYYY)

7/9/2008		
(Street)

LINCOLN, NE 68508
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					
Phantom Stock  	  (1)	7/9/2008  	 	A 	  	6689   	  	  (2)	  (2)	Class A Common Stock  	6689  	$0  	12610  	D  	 	

Explanation of Responses:	
(  1) 	1 - for - 1	
(  2) 	The shares of phantom stock were granted pursuant to the issuer's Directors Stock Compensation Plan. They will become payable in shares of Class A Common Stock at the time of termination of the reporting person's service as a member of the issuer's Board of Directors. The shares will be payable in a lump sum at the time of termination of the reporting person's service as a member of the issuer's Board, or in up to five annual installments, commencing at the time of termination of the reporting person's service on the issuer's Board, as elected by the reporting person.	

Remarks:
Exhibit List

Exhibit 24 - Substitution Power of Attorney	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
ABEL JAMES P
121 SOUTH 13TH STREET
SUITE 201
LINCOLN, NE 68508	X				

Signatures		
/s/ Craig A. Stoner, Attorney-in-Fact for James P. Abel		7/11/2008	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

EXHIBIT 24

SUBSTITUTION POWER OF ATTORNEY

      1.        Each of James P. Abel, Stephen F. Butterfield, Thomas E. Henning, Brian J. O'Connor and Michael D. Reardon (each a "Section 16 Reporting Person") has previously executed a Power of Attorney (the "Power of Attorney") which provides, among other things, that the Section 16 Reporting Person has constituted and appointed the undersigned as a true and lawful attorney-in-fact, with full power of substitution, for such Section 16 Reporting Person to, among other things, complete, execute and file on behalf of the Section 16 Reporting Person, in the Section 16 Reporting Person's capacity as an officer and/or director of Nelnet, Inc. (the "Company"), Forms 3, 4 and 5 (or any analogous form), including amendments, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.

      2.        Pursuant to the full power of substitution granted to the undersigned by each Power of Attorney, the undersigned hereby constitutes and appoints Craig A. Stoner, Andrew Slain and Angie R. Miller as substitute attorneys-in-fact for the undersigned, with each such substitute attorney-in-fact to have full power to act alone, and hereby authorizes each such substitute attorney-in-fact to exercise all of the undersigned's powers provided for in each Power of Attorney, including full power and authority to do and perform each and every act necessary or desirable in connection with such powers, as fully, to all intents and purposes, as the undersigned might or could do if personally present.  Such appointment of the substitute attorneys-in-fact shall not affect the ability of the undersigned to continue to act as attorney-in-fact under each Power of Attorney.

      3.        The appointment of each of the substitute attorneys-in-fact as set forth above shall remain in full force and effect with respect to each Power of Attorney executed by a Section 16 Reporting Person until the earlier of (i) with respect to any such Power of Attorney, the Section 16 Reporting Person is no longer required to file Forms 4 or 5 (or any analogous form) with respect to such Section 16 Reporting Person's holdings of and transactions in securities issued by the Company, (ii) with respect to any such Power of Attorney, the Power of Attorney is revoked by the Section 16 Reporting Person in a signed writing delivered to the undersigned, which shall in turn be promptly delivered by the undersigned to the substitute attorneys-in-fact, (iii) the revocation by the undersigned of the appointment of the substitute attorney-in-fact in a signed writing delivered to the substitute attorney-in-fact, or (iv) the substitute attorney-in-fact ceases to be an employee of the Company.

      IN WITNESS WHEREOF, the undersigned has caused this Substitution Power of Attorney to be executed as of this 3rd day of July, 2008.

/s/  William J. Munn
William J. Munn