Sec Form 4 Filing - WATSON CHERYL E @ NELNET INC - 2007-08-03

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 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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1. Name and Address of Reporting Person WATSON CHERYL E 2. Issuer Name and Ticker or Trading Symbol NELNET INC [ NNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Communications Officer (Last) (First) (Middle) 121 SOUTH 13TH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2007 (Street) LINCOLN, NE68508 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/03/2007 A 241 ( 1 ) A $ 0 84,766 ( 3 ) D ( 3 ) Class A Common Stock 08/03/2007 A 61 ( 2 ) A $ 0 84,827 ( 3 ) D ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WATSON CHERYL E 121 SOUTH 13TH STREET SUITE 201 LINCOLN, NE68508 Chief Communications Officer Signatures William J. Munn, Attorney-in-Fact for Cheryl E. Watson 08/06/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were issued pursuant to the Issuer's Restricted Stock Plan as a bonus that the reporting person elected to receive in shares of stock, which shares the reporting person became entitled to receive on August 3, 2007. The shares were fully vested as of August 3, 2007. ( 2 )These shares were issued pursuant to the Issuer's Restricted Stock Plan as additional shares resulting from the reporting person's election to receive the bonus in shares of Class A Common Stock described in footnote (1). The reporting person became entitled to receive these shares on August 3, 2007, and these shares vest over a three-year period, with 20 shares vesting on August 3, 2008, 20 shares vesting on August 3, 2009, and 21 shares vesting on August 3, 2010. ( 3 )Includes 3,081 shares of Class A Common Stock issued pursuant to the Issuer's Employee Share Purchase Plan through the date of this filing. The reporting person also indirectly owns 208 shares of Class A Common Stock that the reporting person has acquired under the Issuer's 401(k) plan matching stock program through the date of this filing.

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).

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