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
                                                                                  	OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2008 
Estimated average burden
hours per response... 0.5	
                      	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 *

MUHLEISEN ANGIE	2. Issuer Name and Ticker or Trading Symbol

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

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

C/O FARMERS & MERCHANTS INVESTMENT INC., 6801 SOUTH 27TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY)

9/25/2006		
(Street)

LINCOLN, NE 68512
(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				
Class A Common Stock  	9/25/2006  	 	P (1)	  	400000  	A	$30.53  	404500   (2) (3)	I  	Farmers & Merchants Investment Inc.   (4)	

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					

Explanation of Responses:	
(  1) 	Farmers & Merchants Investment Inc. purchased the shares in a private transaction from Stephen F. Butterfield, who is an executive officer, member of the board of directors and more than 10% owner of the issuer, and thus is a Section 16 reporting person with respect to the issuer.The shares sold by Mr. Butterfield were shares of the issuer's Class B Common Stock, but pursuant to the provisions of the issuer's Articles of Incorporation were automatically converted into shares of the issuer's Class A Common Stock upon the transfer to Farmers & Merchants Investment Inc.	
(  2) 	The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest in the holder thereof, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.	
(  3) 	See attached Exhibit 99.1 for footnote explanation of response.	
(  4) 	The reporting person is a director and executive vice president of Farmers & Merchants Investment Inc. and owns or controls 35.9% of its outstanding voting stock.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
MUHLEISEN ANGIE
C/O FARMERS & MERCHANTS INVESTMENT INC.
6801 SOUTH 27TH STREET
LINCOLN, NE 68512		X			

Signatures		
/s/ William J. Munn, Attorney-in-Fact for Angela L. Muhleisen		9/26/2006	
** 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 99.1

Explanation of Response:

(3)     The reporting person is also the direct beneficial owner of 967,585 shares of Class A
Common Stock, which reflect distributions and other transfers to the reporting person from the
Angela L. Muhleisen GRAT of a total of 130,730 shares of Class A Common Stock and a gift by
the reporting person of 1,874 shares of Class A Common Stock on July 11, 2006, and may be
deemed to be the indirect beneficial owner of 11,068,604 shares of Class A Common Stock held
by Packers Service Group, Inc.; 981,730 shares of Class A Common Stock held by the reporting
person's spouse, which reflect distributions and other transfers to the reporting person's spouse
from the Daniel D. Muhleisen GRAT of a total of 130,730 shares of Class A Common Stock;
719,270 shares of Class A Common Stock held by the Angela L. Muhleisen GRAT, which
number of shares held by the GRAT reflects distributions and other transfers by the GRAT of a
total of 130,730 shares of Class A Common Stock to the reporting person; and 719,270 shares of
Class A Common Stock held by the Daniel D. Muhleisen GRAT, which number of shares held
by the GRAT reflects distributions and other transfers by the GRAT of a total of 130,730 shares
of Class A Common Stock to the reporting person's spouse.  The reporting person disclaims
beneficial ownership of the shares held by Packers Service Group, Inc. and Farmers &
Merchants Investment, Inc. except to the extent of the reporting person's pecuniary interest in the
holder thereof, and this report shall not be deemed an admission that the reporting person is the
beneficial owner of such securities for purposes of Section 16 or for any other purpose.
        1