Fitch Rates Nelnet Student Loan Trust 2004-4 Student Loan Asset-Backed Notes.

NEW YORK -- Fitch rates the following floating rate notes issued by Nelnet Student Loan Trust 2004-4:

Ratings for New Issuance:

-- $380,000,000 class A-1 student loan-backed notes 'AAA';

-- $516,000,000 class A-2 student loan-backed notes 'AAA';

-- $294,000,000 class A-3 student loan-backed notes 'AAA';

-- $313,250,000 class A-4 student loan-backed notes 'AAA';

-- $457,000,000 class A-5 student loan-backed notes 'AAA';

-- $60,626,000 class B student loan-backed notes 'AA+'.

The ratings are based on the quality of the collateral; the credit enhancement within the trust, the ability of the transaction to pass cash flow stress scenarios at each rating level; and the sound legal structure.

The ratings reflect the ability of the trust to redeem notes at maturity and pay timely interest. The ratings do not address the ability of the trust to auction the collateral pool prior to the stated maturity of the notes.

The collateral securing the notes are loans originated under the Federal Family Education Loan Program (FFELP). The loans are guaranteed at either 100% or 98% of principal and accrued interest by an eligible guarantor(s), depending on loan origination date, and reinsured by the U.S. Department of Education up to the same amounts.

Credit enhancement within the trust consists of subordination, excess spread, a reserve fund, and an initial deposit to the collection fund balance. Subordination for the senior notes in the trust is equal to 3.0% provided by subordinate class B notes. All notes may benefit from the reserve fund, which is sized to the greater of 0.25% of the pool balance as of the close of business on the last day of the related collection period, or 0.15% of the initial pool balance.

In the senior-subordinate structure of the transaction, the senior class A-1 through A-5 notes hold a priority lien on the trust assets and in payment of principal. Note principal is payable sequentially, beginning with the class A-1 notes based on class A and class B principal distribution amounts. The class B principal distribution amount will be allocated to the class B notes on or after the stepdown date, pro rata with the class A notes, so long as no trigger event is in effect on the quarterly distribution date in October 2009. Interest on every class of notes is indexed to the three-month London Interbank Offered Rate (LIBOR) plus a spread payable quarterly beginning January 25, 2005. The spreads for the class A-1 through A-5 and B-1 notes are 0.01%, 0.02%, 0.09%, 0.13%, 0.16%, 0.30% respectively.

Proceeds from the issuance of the series 2004-4 notes will be used to acquire approximately $1.97 billion of FFELP loans at closing, deposit approximately $5 million into the reserve fund and $16.5 million into the capitalized interest fund. At closing, total parity of the trust is expected to be 100.0%, and senior parity 103.09%, calculated including the reserve fund.

National Education Loan Network, Inc. is the master servicer for the transaction and has entered into a subservicing agreement with NELnet, Inc.