SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
SCHEDULE 13G
 Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nelnet, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

64031N 10 8

(CUSIP Number)

12/31/2004

(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|X| Rule 13d-1 (d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 4 Pages

CUSIP No. 64031N 10 8
--------------------------------------------------------------------------------
(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.

    Butterfield, Stephen F

--------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions)   (a)|_|
                                                                          (b)|_|
--------------------------------------------------------------------------------
(3) SEC use only.

--------------------------------------------------------------------------------
(4) Citizenship or place of organization.

    United States
--------------------------------------------------------------------------------
Number of shares beneficially owned by each reporting person with:

    (5) Sole voting power:
        4,231,285(3) (1)

    (6) Shared voting power:
        2,148,656(2)(3)

    (7) Sole dispositive power:
        4,231,285(1)(3)

    (8) Shared dispositive power:
        2,148,656(2)(3)

--------------------------------------------------------------------------------
(9) Aggregate amount beneficially owned by each reporting person.

    6,379,941(3)
--------------------------------------------------------------------------------
(10) Check if the aggregate amount in Row (9) excludes certain shares       |_|
     (see instructions).
--------------------------------------------------------------------------------
(11) Percent of class represented by amount in Row 9.

     13.8 (3)%
--------------------------------------------------------------------------------
(12) Type of reporting person (see instructions).

     IN    HC
--------------------------------------------------------------------------------

----------
(1)     Represents 4,231,285 shares of Class B common stock (which are
        convertible into the same number of shares of Class A common stock at
        the option of the holder at any time) directly held by Mr. Butterfield.
        Such number of shares of Class B common stock reflects a distribution by
        the Grantor Retained Annuity Trust discussed in footnote (2) below of
        38,035 shares of Class B common stock to Mr. Butterfield during 2004.
        Each share of Class A common stock has one vote and each share of Class
        B common stock has ten votes on all matters to be voted upon by the
        issuer's shareholders.

        (2) This amount includes 561,965 shares of Class B common stock (which
        is convertible into Class A common stock on a one-for-one basis at the
        option of the holder at any time) held in a Grantor Retained Annuity
        Trust on behalf of Mr. Butterfield, which reflects a distribution by the
        Trust of 38,035 shares of Class B common stock to Mr. Butterfield during
        2004.  This amount also includes 1,586,691 shares of Class B common
        stock owned by Union Financial Services, Inc., of which Mr. Butterfield
        is a director and president and owns 50.0% of the outstanding voting
        stock.  Mr. Butterfield disclaims beneficial ownership of the shares
        owned by Union Financial Services, Inc., except to the extent of his
        pecuniary interest therein.  This amendment is filed solely to reflect
        the changes in the respective numbers of shares beneficially owned as a
        result of the distribution of 38,035 shares of Class B common stock from
        the Grantor Retained Annuity Trust to Mr. Butterfield during 2004.
        There was no change in the aggregate amount of shares beneficially owned
        by Mr. Butterfield.

        (3) All amounts are as of February 15, 2005, which was the date used to
        compute beneficial ownership for purposes of disclosure in the issuer's
        proxy statement dated April 25, 2005 for its 2005 annual meeting of
        shareholders.  Such amounts include changes as of December 31, 2004 in
        the amounts reported in the reporting person's previous filing on this
        Schedule.

Page 2 of 4 Pages	

Item 1(a). Name of Issuer:
Nelnet, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
121 South 13th Street
Suite 201
Lincoln, Nebraska 68508
Item 2(a). Name of Person Filing:
Butterfield, Stephen F
Item 2(b). Address or Principal Business Office or, If None, Residence:
121 South 13th Street
Suite 201
Lincoln, Nebraska 68508
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP No.:
64031N 10 8
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. |_|
Item 4. Ownership
(a) Amount beneficially owned:
6,379,941(3)
(b) Percent of class:
13.8 (3)%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote 4,231,285(3)
(ii) Shared power to direct the vote 2,148,656(2)(3)
(iii) Sole power to dispose or direct the disposition of 4,231,285(1)(3)
(iv) Shared power to dispose or direct the disposition of 2,148,656(2)(3)
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications
N/A
Page 3 of 4 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Stephen F. Butterfield

Date: 09/06/2005                      /s/ William J. Munn
                                      Name:  William J. Munn
                                      Title: Attorney-in-Fact	

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incor porated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Page 4 of 4 Pages
 
POWER OF ATTORNEY
Schedule 13G or Schedule 13D
Stephen F. Butterfield
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Edward P. Martinez, William J. Munn and Kari Kelly, or any of them acting singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact and agent to:
(1) prepare, execute and file with the Securities and Exchange Commission (the \"SEC\"), for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of more than five percent of a class of security of Nelnet, Inc. (the \"Company\") which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the \"Exchange Act\"), any Schedule 13G or Schedule 13D, and any amendments thereto, which may be required to be filed with the SEC pursuant to Section 13 of the Exchange Act and the rules thereunder as a result of the undersigned's beneficial ownership of securities of the Company and any changes therein;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13G or Schedule 13D, complete and execute any amendment or amendments thereto, and timely file such Schedule with the SEC and any securities exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 of the Exchange Act and the rules thereunder. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13G or Schedule 13D with respect to the undersigned's beneficial ownership of securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of August, 2005.

/s/ Stephen F. Butterfield
----------------------------
Signature	

Stephen F. Butterfield
 Stephen F. Butterfield

2