UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                    FORM 10-K

                        FOR ANNUAL AND TRANSITION REPORTS
                        PURSUANT TO SECTIONS 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934
                For the fiscal year ended December 31, 2000 OR

[ ]  TRANSITION  REPORT  PURSUANT
     TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from .............. to ..............


                        Commission file number 333-93865
                         ------------------------------
                        NELNET STUDENT LOAN CORPORATION-2
             (Exact name of registrant as specified in its charter)

               Nevada                                  84-1518863
  State or other jurisdiction of            (I.R.S. Employer Identification No.)
   incorporation or organization)

   121 South 13th Street, Suite 301
         Lincoln, Nebraska                                68508
(Address of principal executive offices)                (Zip Code)

                                 (402) 475-7272
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      None

        INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X   NO ___

        INDICATE BY CHECK MARK IF DISCLOSURE OF  DELINQUENT  FILERS  PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED  HEREIN,  AND WILL NOT BE CONTAINED,
TO THE BEST OF  REGISTRANT'S  KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION
STATEMENTS  INCORPORATED  BY  REFERENCE  IN PART  III OF THIS  FORM  10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]

        THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT ON DECEMBER 31, 2000: NONE

        THE NUMBER OF SHARES  OUTSTANDING  OF  REGISTRANT'S  COMMON  STOCK AS OF
MARCH 15, 2001 WAS 1,000.

                       -----------------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

                                       1
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

PART I
   ITEM 1.      BUSINESS......................................................2
   ITEM 2.      PROPERTIES....................................................8
   ITEM 3.      LEGAL PROCEEDINGS.............................................8
   ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........8

PART II
   ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS...........................................8
   ITEM 6.      SELECTED FINANCIAL DATA.......................................9
   ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS...........................10
   ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                MARKET RISK...................................................11
   ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................12
   ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE...........................12

PART III
   ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............13
   ITEM 11.     EXECUTIVE COMPENSATION........................................14
   ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT................................................15
   ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................15

PART IV
   ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                FORM 8-K......................................................16

SIGNATURES....................................................................19



                                       i
<PAGE>


PART I

ITEM 1. BUSINESS

THE COMPANY

               NELNET   Student   Loan   Corporation-2   (the   "Company")   was
incorporated under the laws of the State of Nevada on October 8, 1999. Effective
March 2, 2000, the Company became a wholly owned subsidiary of NelNet,  Inc. and
a wholly owned  indirect  subsidiary of UNIPAC Service  Corporation,  a Nebraska
Corporation ("UNIPAC"). UNIPAC is a privately held corporation.

BUSINESS OF COMPANY

               GENERAL.  The Company is a special purpose  corporation formed to
engage in the business of purchasing,  financing, holding and selling guaranteed
educational loans made to students and to parents of students ("Eligible Loans")
under the Higher Education Act of 1965, as amended (the "Higher Education Act").
Eligible  Loans are  purchased by the Company from  qualified  lenders under the
Higher Education Act pursuant to the terms and subject to the conditions  stated
in student loan purchase agreements. The proceeds of the Eligible Loans are used
by the borrowers to pay the costs  associated with attendance at  post-secondary
educational institutions.

               The Company  finances its purchases of Eligible Loans through the
issuance of its Taxable Student Loan Asset-Backed Notes (the "Notes"). The Notes
have been  issued in several  series.  Repayment  of the Notes is secured by the
pledge of a revolving pool of Eligible Loans and certain other property held for
the benefit of the owners of the Notes (the "Trust Estate"). The Trust Estate is
held by a trustee  (the  "Trustee")  pursuant to the terms of the  Indenture  of
Trust governing the issuance of the Notes (the "Indenture").

               RECENT   REGISTRATION  AND  ISSUANCE  OF  NOTES.  A  registration
statement  on  Form  S-3,   Registration   No.   333-93865  (the   "Registration
Statement"),  was filed with the Securities and Exchange  Commission (the "SEC")
by the Company under the  Securities  Act of 1933,  as amended (the  "Securities
Act"), for  $2,500,000,000 of Notes, and was declared  effective by order of the
Securities and Exchange Commission ("SEC") in February, 2000. Certain Securities
may be offered on a delayed or continuous  basis  pursuant to Rule 415 under the
Securities Act of 1933.

               In June,  2000,  the  Company  issued its  Taxable  Student  Loan
Asset-Backed  Auction  Rate Notes,  Series 2000 (the "Series 2000 Notes") in the
aggregate  principal  amount  of  $1,000,000,000,   pursuant  to  its  effective
registration  statement.  The Series 2000 Notes  consisted  of (i) Senior  Class
2000A-1  Auction  Rate Notes,  (the "Class  2000A-1  Notes"),  (ii) Senior Class
2000A-2  Auction  Rate Notes (the "Class  2000A-2  Notes"),  (iii)  Senior Class
2000A-3  Auction  Rate Notes (the "Class  2000A-3  Notes"),  (iv)  Senior  Class
2000A-4 Auction Rate Notes (the "Class 2000A-4 Notes"), (v) Senior Class 2000A-5
Auction  Rate Notes (the  "Class  2000A-5  Notes"),  (vi) Senior  Class  2000A-6
Auction Rate Notes (the "Class  2000A-6  Notes"),  (vii)  Senior  Class  2000A-7
Auction Rate Notes (the "Class  2000A-7  Notes"),  (viii)  Senior Class  2000A-8
Auction  Rate Notes (the  "Class  2000A-8  Notes"),  (ix) Senior  Class  2000A-9
Auction Rate Notes (the "Class  2000A-9  Notes"),  (x) Senior Class A-10 Auction
Rate Notes (the "Class  2000A-10  Notes"),  (xi) Senior  Class A-11 Auction Rate
Notes (the "Class 2000A-11  Notes"),  (xii) Senior Class A-12 Auction Rate Notes
(the "Class 2000A-12 Notes")  (xiii)  Senior Class A-13 Auction Rate Notes (the
"Class 2000A-13 Notes"), (xiv) Senior Class A-14 Auction Rate Notes (the "Class
2000A-14  Notes") and (xv)  Subordinate  Class  2000B-1  Auction Rate Notes (the
"Class 2000B-1 Notes").

               Further  information  regarding  the  issuance  of  Notes  by the
Company since its inception is provided in Table A.


                                       2
<PAGE>

               THE FEDERAL FAMILY  EDUCATION LOAN PROGRAM.  The Higher Education
Act  provides  for a program  of  direct  federal  insurance  of  student  loans
("FISLP")  and  reinsurance  of student  loans  guaranteed or insured by a state
agency  or  private  non-profit  corporation   (collectively,   "Federal  Family
Education  Loans," with such program  referred to herein as the "Federal  Family
Education  Loan  Program").  Several types of loans are currently  authorized as
Federal Family  Education  Loans  pursuant to the Federal Family  Education Loan
Program.  These include: (a) loans to students with respect to which the federal
government  makes interest  payments  available to reduce student  interest cost
during periods of enrollment ("Subsidized Federal Stafford Loans"); (b) loans to
students  with  respect  to which  the  federal  government  does not make  such
interest payments  ("Unsubsidized Federal Stafford Loans" and, collectively with
Subsidized Federal Stafford Loans,  "Federal Stafford Loans");  (c) supplemental
loans to parents of dependent students ("Federal PLUS Loans");  and (d) loans to
fund  payment  and  consolidation  of  certain  of  the  borrower's  obligations
("Federal  Consolidation  Loans").  Prior to July 1, 1994,  the  Federal  Family
Education  Loan  Program also  included a separate  type of loan to graduate and
professional students and independent  undergraduate students and, under certain
circumstances,  dependent  undergraduate  students, to supplement their Stafford
Loans ("Federal Supplemental Loans for Students" or "Federal SLS Loans").

               GUARANTEE  AGENCIES.  Each  Eligible Loan is guaranteed as to the
payment of  principal  and interest by a state or private  non-profit  guarantor
(each, a "Guarantee Agency"). Eligible Loans originated prior to October 1, 1993
are  fully  guaranteed  as to the  principal  amount of such  loans and  accrued
interest by the applicable  Guarantee  Agency.  Eligible Loans  originated on or
after October 1, 1993 are  guaranteed as to 98% of the principal  amount of such
loans and  accrued  interest by the  applicable  Guarantee  Agency.  Each of the
Guarantee  Agencies has a reinsurance  contract with the Department of Education
(the "Department").  The Department reimburses the Guarantee Agencies for claims
paid by the  Guarantee  Agencies.  The  amount of such  reinsurance  payment  is
calculated  annually  and is subject to reduction  based upon the annual  claims
rate of the  Guarantee  Agency  to the  Department.  Regardless  of the level of
reinsurance  that the applicable  Guarantee Agency receives from the Department,
the Trustee will  continue to be entitled to  reimbursement  for the  applicable
guaranteed  portion of an Eligible Loan (either 98% or 100%, as applicable) from
such Guarantee Agency.  The obligations of each of the Guarantee Agencies to the
holders of Eligible  Loans  reinsured by the Department  (the "Federal  Loans"),
such as the  Trustee,  are payable  from the  general  funds  available  to such
Guarantee Agency,  including cash on deposit therewith,  reimbursements received
from the  Department and reserve funds  maintained by such  Guarantee  Agency as
required by the Higher  Education  Act. The Higher  Education Act provides that,
subject to the provisions thereof including the proper origination and servicing
of Eligible Loans,  the full faith and credit of the United States is pledged to
the  reinsurance  payments  by the  Department  to the  Guarantee  Agencies.  In
addition,  the Higher  Education Act provides that if the Secretary of Education
has  determined  that a Guarantee  Agency is unable to meet its  obligations  to
holders of Federal Loans, such as the Trustee, then the holders of Federal Loans
may submit  guarantee  claims  directly to the  Department and the Department is
required to pay to the holders the full  insurance  obligation of such Guarantee
Agency until such time as the obligations are transferred by the Department to a
new Guarantee  Agency  capable of meeting such  obligations or until a qualified
successor Guarantee Agency assumes such obligations. Certain delays in receiving
reimbursement  could occur if a Guarantee  Agency fails to meet its obligations.
In addition, failure to properly originate or service an Eligible Loan can cause
an Eligible Loan to lose its guarantee.

               SERVICING OF ELIGIBLE  LOANS.  NelNet,  Inc.  ("NelNet")  acts as
servicer (the  "Servicer") of the Company's  Eligible Loans in accordance with a
Servicing  Agreement,  dated as of June 1,  2000  (the  "Servicing  Agreement").
UNIPAC  and  InTuition,   Inc.,  a  Florida  corporation  ("InTuition")  act  as
subservicers  (the  "Subservicers")  and custodians  (the  "Custodians")  of the
Eligible Loans in accordance with  Subservicing  Agreements  (the  "Subservicing
Agreements") between NelNet and UNIPAC and InTuition,  respectively. The Company
may appoint other  entities to act as a servicer or  subservicer  if approved by
the rating  agencies  which  rate the Notes.  UNIPAC  began its  education  loan
servicing  operations on January 1, 1978, and provides education loan servicing,
time sharing,  administration  and other services to lenders,  secondary  market
purchasers  and  Guarantee  Agencies  throughout  the  United  States.  UNIPAC's
corporate  headquarters  is  located  in Aurora,  Colorado.  InTuition  provides
student loan  servicing for clients  throughout the country under both timeshare
and full-service  agreements.  InTuition's corporate  headquarters is located in
Jacksonville, Florida.


                                       3
<PAGE>


INFORMATION ON THE NOTES AND ELIGIBLE LOANS

               In  accordance  with the  Indenture,  the  Company is required to
provide information periodically to the Trustee regarding the Notes and Eligible
Loans,  which information is then forwarded to registered  holders of the Notes.
Provided  below  is  selected  information  as of  December  31,  2000  that was
previously  provided to holders of the Notes,  as well as additional  components
not previously  reported.  Although the information set forth below has not been
independently  verified by third parties, the Company believes it to be accurate
to the best of its knowledge.

               The principal  balance of Eligible  Loans as of December 31, 2000
was  $926,564,906.  Set  forth  in Table A below  is the  aggregate  outstanding
principal amount of Notes of each Class as of December 31, 2000.
<TABLE>
<CAPTION>


                                     TABLE A
                   ORIGINAL PRINCIPAL AMOUNT OF NOTES ISSUED BY THE COMPANY
                   AND THE OUTSTANDING AGGREGATE PRINCIPAL AMOUNT PER CLASS
                               (DECEMBER 31, 2000)

   Series      Class       Date Issued      Maturity Dates         Original              Principal
                                                               Principal Amount         Outstanding
                                                                                      at December 31, 2000
<S>             <C>          <C>                    <C>                <C>                  <C>
2000          A-1       June 1, 2000       December 1, 2032            $50,000,000          $50,000,000
2000          A-2       June 1, 2000       December 1, 2032             50,000,000           50,000,000
2000          A-3       June 1, 2000       December 1, 2032             50,000,000           50,000,000
2000          A-4       June 1, 2000       December 1, 2032             50,000,000           50,000,000
2000          A-5       June 1, 2000       December 1, 2032             50,000,000           50,000,000
2000          A-6       June 1, 2000       December 1, 2032             50,000,000           50,000,000
2000          A-7       June 1, 2000       December 1, 2032             50,000,000           50,000,000
2000          A-8       June 1, 2000       December 1, 2032             75,000,000           75,000,000
2000          A-9       June 1, 2000       December 1, 2032             75,000,000           75,000,000
2000          A-10      June 1, 2000       December 1, 2032             75,000,000           75,000,000
2000          A-11      June 1, 2000       December 1, 2032             75,000,000           75,000,000
2000          A-12      June 1, 2000       December 1, 2032            100,000,000          100,000,000
2000          A-13      June 1, 2000       December 1, 2032            100,000,000          100,000,000
2000          A-14      June 1, 2000       December 1, 2032            100,000,000          100,000,000
2000          B-1       June 1, 2000       December 1, 2032             50,000,000           50,000,000
                                                                        ----------           ----------
                                                                    $1,000,000,000      $1,0000,000,000

</TABLE>

                                       4
<PAGE>

               Set  forth  in  Table B  below  is the  interest  rate  for  each
outstanding  Class  of  Notes.  The  interest  rate is  calculated  based on the
applicable  Auction Rate. The term "Auction Rate" refers to the rate of interest
per  annum  that  results  from  implementation  of the  auction  procedures  as
described in the Indenture.


                            TABLE B
              APPLICABLE INTEREST RATE PER CLASS
                      (December 31, 2000)
            CLASS                     CALCULATION METHOD
            -----                     ------------------
                                         AUCTION RATE
             A-1                            6.7500%
             A-2                            6.9800%
             A-3                            6.8400%
             A-4                            6.8200%
             A-5                            6.8500%
             A-6                            6.8500%
             A-7                            6.9000%
             A-8                            6.9800%
             A-9                            6.9700%
             A-10                           6.9500%
             A-11                           6.9500%
             A-12                           6.8000%
             A-13                           6.6800%
             A-14                           6.6500%
             B-1                            6.9000%



                                       5
<PAGE>


               Set forth in the tables below are the characteristics of Eligible
Loans held in the Trust Estate on December 31,  2000.  Although the  information
set forth  below  has not been  independently  verified  by third  parties,  the
Company believes it to be accurate to the best of its knowledge.

                                     TABLE C
                       COMPOSITION OF THE ELIGIBLE LOANS &
                            DISTRIBUTION BY LOAN TYPE
                               (December 31, 2000)



                                                  Outstanding  Percent of Loans
                                                   Principal   By Outstanding
                   Loan Types                       Balance       Balance
                   ----------                       -------       -------

        Consolidated                             $178,371,795        19.25  %
        PLUS                                       12,261,874         1.32
        SLS                                         5,775,307          .62
        Stafford-Subsidized                       404,926,045        43.70
        Stafford-Unsubsidized                     325,229,885        35.11
                                                  -----------        -----

              Total                              $926,564,906       100.00  %
                                                 ============       ======


        Number of Borrowers                            87,373
        Average Outstanding Principal
               Balance Per Borrower                   $10,605
        Number of Loans                               155,651
        Average Outstanding Principal
               Balance Per Loan                        $5,953
        Approximate Weighted Average
               Remaining Term (Months)                    111



                                       6
<PAGE>


                                     TABLE D
               DISTRIBUTION OF THE ELIGIBLE LOANS BY INTEREST RATE
                               (December 31, 2000)



                                                  Outstanding   Percent of Loans
                                                  Principal      By Outstanding
 Interest Rate Range                               Balance           Balance
 -------------------                               -------           -------

 Less than 7.50%                                  $3,350,803             .36  %
 7.50% to 7.99%                                  206,675,205           22.31
 8.00% to 8.49%                                  610,757,394           65.92
 8.50% to 8.99%                                   25,056,234            2.70
 9.00% to 9.49%                                   72,772,646            7.85
 9.50% or greater                                  7,952,624             .86
                                                   ---------             ---

      Total                                     $926,564,906          100.00  %
                                                 ===========          ======



                                     TABLE E
               DISTRIBUTION OF THE ELIGIBLE LOANS BY SCHOOL TYPES
                               (December 31, 2000)

                                                  Outstanding   Percent of Loans
                                                  Principal      By Outstanding
                 School Type                       Balance           Balance
                 -----------                       -------           -------

           2-Year                                $54,644,449            5.90  %
           4-Year                                658,381,263           71.06
           Proprietary                            34,042,766            3.67
           Unknown                                 1,124,633             .12
           Consolidation                         178,371,795           19.25
                                                 -----------           -----

                   Total                        $926,564,906          100.00  %
                                                ============          ======


COMPETITION

               The  Company  experiences  competition  from  banks  and  savings
associations  and other  private  companies,  non-profit  companies,  trusts and
financial  firms  issuing  debt  securities  the  proceeds  of which are used to
purchase pools of student loans. Many of these entities have greater  financial,
technical,  management and other  resources  than does the Company.  The Company
believes  that key  factors in its  ability to  compete  will be its  ability to
purchase  Eligible Loans and its ability to structure notes or other  securities
in a manner which will be competitive with securities offered by competitors.

EMPLOYEES

               The Company does not employ any employees. The Company and NelNet
have  entered  into an  Administrative  Services  Agreement  which is more fully
described in ITEM 13 hereof.  The Company does not plan to hire any employees in
the next fiscal year.


                                       7
<PAGE>

FORWARD LOOKING STATEMENTS

               Statements regarding the Company's expectations as to its ability
to purchase Eligible Loans, to structure and issue competitive securities and to
compete  generally,  and certain of the  information  presented  in this report,
constitute  forward  looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Although the Company believes that its
expectations  are  based on  reasonable  assumptions  within  the  bounds of its
knowledge of its business and operations,  there can be no assurance that actual
results will not differ materially from its expectations.


ITEM 2.        PROPERTIES

               The Company has no materially important physical properties.

ITEM 3.        LEGAL PROCEEDINGS

               None

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               No matters were  submitted to a vote of security  holders  during
the fourth quarter of the fiscal year ended December 31, 2000.



                                     PART II

ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS

               The  Company is a wholly  owned  indirect  subsidiary  of UNIPAC.
There is no public trading market for the Company's common stock.

               As of March 15, 2001,  NelNet,  a subsidiary  of UNIPAC,  was the
only record  holder of the  Company's  outstanding  shares of common  stock.  No
dividends were paid during the past two fiscal years.


                                       8
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

               The following table sets forth the Company's  selected  financial
data as of December  31, 2000 and for the period June 1, 2000  through  December
31, 2000. This information has been derived from the financial statements of the
Company  which have been  audited by KPMG LLP. The  information  below should be
read in conjunction  with the Financial  Statements and notes thereto  appearing
elsewhere in this document.

                             NELNET STUDENT LOAN CORPORATION-2
                                  SELECTED FINANCIAL DATA

                                                              Period Ended
             STATEMENT OF OPERATIONS DATA:                    December 31,
                                                                 2000 (1)
                                                                ---------
             Revenues:
                 Loan interest..........................       $ 46,225,110
                 Investment interest....................          2,174,126
                 Other..................................             80,481
                                                               ------------
                         Total revenues.................         48,479,717
                                                               ------------
             Expenses:
                 Interest on notes......................         39,401,390
                 Loan servicing fees to related party...          5,414,538
                 Trustee and broker fees................          1,621,060
                 Amortization of debt issuance costs....             78,537
                 Amortization of loan premiums..........          1,652,178
                 Provision for loan losses..............          1.010,000
                 Other general and administrative ......          1,147,800
                                                                -----------
                         Total expenses.................         50,325,503
                                                                -----------
                         Loss before income tax benefit.         (1,845,786)

             Income tax benefit ........................           (664,483)
                                                                 ----------
                         Net loss ......................        $(1,181,303)

             Ratio of earnings to fixed charges.........           .95% (2)

             BALANCE SHEET DATA:
             Cash and cash equivalents .................        $ 1,008,671
             Restricted cash - held by trustee .........         24,532,423
             Student loans receivable, net..............        942,498,737
             Total assets...............................      1,003,025,980
             Notes payable .............................      1,000,000,000
             Total liabilities..........................      1,004,206,283
             Stockholder's deficit......................         (1,180,303)

             (1)     The Company  was  incorporated  on October 8, 1999.  The
                     Company  Commenced  its business  operations  on June 1,
                     2000.  Accordingly,  selected  financial  data for prior
                     fiscal years is not available.
             (2)     Earnings  were  inadequate  to cover  fixed  charges  by
                     $1,845,786.


                                       9
<PAGE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

               The  following   discussion  and  analysis   should  be  read  in
conjunction  with the  information  set forth under the caption  entitled  "ITEM
6.--SELECTED  FINANCIAL  DATA" and the  financial  statements  and notes thereto
included  elsewhere herein.  Moreover,  any forward looking statements should be
read in conjunction  with  information  set forth in "ITEM 1 -- Forward  Looking
Statements."

GENERAL

               The  Company was formed on October 8, 1999 solely for the purpose
of acquiring,  from time to time,  Eligible Loans and issuing notes, such as the
Notes,  secured by such Eligible  Loans.  Since its  inception,  the Company has
issued one (1) series of Notes  consisting  of fifteen (15)  classes.  The Notes
shown in the  audited  financial  statements  of the Company  represent  limited
obligations of the Company secured solely by the Eligible Loans and other assets
in the Trust Estate.

               The assets of the Company consist primarily of Eligible Loans. At
December  31,  2000,  the Company held  approximately  $926,600,000  in Eligible
Loans.  The initial  issuance of Notes occurred on June 1, 2000 in the amount of
$1,000,000,000.  Approximately  $798,228,800  of these proceeds were utilized on
June 1,  2000  for the  purchase  of  student  loans.  Substantially  all of the
remaining  proceeds  were  utilized on July 3, 2000 for the  purchase of student
loans.

RESULTS OF OPERATIONS

PERIOD ENDED DECEMBER 31, 2000

               REVENUES.  Revenues  for  the  period  ended  December  31,  2000
consisted  primarily of interest on Eligible Loans,  which totaled  $46,225,110.
The amount of  interest  reported  for the period  ended  December  31, 2000 was
derived from Eligible Loans in an aggregate  principal amount,  net of allowance
for loan losses, of $942,498,737 at December 31, 2000. The Company's average net
investment  in Eligible  Loans  during the period  ended  December  31, 2000 was
approximately  $891,900,000  (excluding  funds  held  by the  Trustee),  and the
average  effective annual interest rate of interest income on Eligible Loans was
approximately  8.88%.  The Company also received  investment  interest and other
income for the period ended  December 31, 2000 in the amounts of $2,174,126  and
$80,481, respectively.

               EXPENSES.  Expenses  for  the  period  ended  December  31,  2000
consisted primarily of interest on the Company's outstanding Notes which totaled
$39,401,390.  The amount of interest expense reported depends primarily upon the
amount of Notes  outstanding  during that period and the interest  rates on such
Notes. The Company's average debt outstanding was  $1,000,000,000 for the period
ended  December  31,  2000,  and  the  average  annual  cost of  borrowings  was
approximately  6.75%.  The Company also incurred loan  servicing fees to related
party in the amount of $5,414,538  for the period ended  December 31, 2000,  See
"ITEM 13--CERTAIN  RELATIONSHIPS AND RELATED  TRANSACTIONS" for a description of
the Servicing Agreement and Administrative  Services Agreement pursuant to which
such fees are owed. Trustee and broker fees, amortization of debt issuance costs
and  amortization  of loan  premiums  for the period  ended  December  31,  2000
amounted to $1,621,060,  $78,537,  and $1,652,178,  respectively.  Provision for
loan losses for the period ended December 31, 2000 amounted to $1,010,000. Other
general and  administrative  expenses  for the period  ended  December  31, 2000
amounted to $1,147,800.

               NET LOSS. The Company experienced a net loss for the period ended
December 31, 2000 in the amount of $1,181,303.  The net loss is  attributable to
the pre-funding of a portion of the bond issue,  establishing  the allowance for
loan loss and amortization expense related to student loan premiums being higher
than  expected.  The Company  does not believe  that such losses will  adversely
affect its ability to pay principal or interest on the Notes when due.

               For the period ended December 31, 2000,  there were no unusual or
infrequent  events or  transactions  or any  significant  economic  dangers that
materially affected the amount of reported income.


                                       10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

               Eligible  Loans held by the Company are pledged as collateral for
the Notes,  the terms of which provide for the  retirement of all Notes from the
proceeds of the Eligible Loans.  Cash flows from payments on the Eligible Loans,
together with proceeds of reinvestment  income earned on the Eligible Loans, are
intended to provide cash  sufficient to make all required  payments of principal
and interest on each outstanding  series of Notes. The Indenture under which the
Notes were issued also  creates a Reserve  Fund from which money can be drawn to
make payments or interest and principal on the Notes.  The Reserve Fund is fully
funded under the terms of the  Indenture and the Company  anticipates  that cash
flows  generated  from  its  Eligible  Loans  will be  sufficient  to  meet  the
obligation on its outstanding Notes.

               It is  anticipated  that regular  payments under the terms of the
Eligible Loans, as well as early prepayment,  will reduce the number of Eligible
Loans held in the Trust Estate. The Company is authorized under the Indenture to
use principal receipts from Eligible Loans to purchase additional Eligible Loans
until June 1, 2003.

IMPACT OF INFLATION

               For the period ended  December 31,  2000,  cost  increases to the
Company were not materially impacted by inflation.


ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

               The Company's  assets consist  almost  entirely of student loans.
Those student loans are subject to market risk in that the cash flows  generated
by the student loans can be affected by changes in interest  rates.  The student
loans  generally  bear  interest at a rate equal to the average bond  equivalent
rates of weekly  auctions of 91-day  Treasury  bills (the "91 day Treasury  Bill
Rate") plus a margin  specified for each student loan.  Thus, if interest  rates
generally  increase,  the Company  would expect to earn greater  interest on its
student  loans,  and if interest  rates  generally  decrease,  the Company would
expect the interest  that it earns to be reduced.  The Company does not hold any
of its assets for trading purposes.

               The Company  attempts to manage its interest rate risk by funding
its portfolio of student loans with  variable rate debt  instruments.  The Notes
bear  interest  at a rate  that  is  reset  periodically  by  means  of  auction
procedures.  By funding its student loans with variable rate Notes,  the Company
attempts to maintain a positive  "spread"  between  the  interest  earned on its
student loans and its interest payment  obligations under the Notes. Thus, in an
environment of generally  declining interest rates, the Company should earn less
interest on its student loans, but the interest expense on the Notes should also
be lower.

               The interest  rates on each series of Auction Rate Notes is based
generally  on the outcome of each  auction of such series of Notes.  The student
loans,  however,  generally bear interest at the 91-day  Treasury Bill Rate plus
margins specified for such student loans. As a result of the differences between
the  indices  used to  determine  the  interest  rates on student  loans and the
interest  rates on the Notes,  there  could be periods of time when the rates on
student  loans are  inadequate  to  generate  sufficient  cash flow to cover the
interest on the Notes and the expenses  required to be paid under the Indenture.
In a period  of  rapidly  rising  interest  rates,  auction  rates may rise more
quickly than the 91-day  Treasury  Bill Rate. If there is a decline in the rates
on student  loans,  the funds  deposited into the trust estate created under the
Indenture  may be  reduced  and,  even if there is a  similar  reduction  in the
variable  interest  rates  applicable  to any  series  of  Notes,  there may not
necessarily be a similar  reduction in the other amounts required to be paid out
of such funds (such as administrative expenses).


                                       11
<PAGE>


        As shown by the chart  below,  the Company has  conducted a  sensitivity
analysis to determine  what effect  different  changes in the interest  rates on
student  loans  and the Notes  would  have on its cash  flows and its  resulting
ability to pay the  principal and interest due on the Notes.  Historically,  the
majority of the Company's Notes have borne interest at a rate that  approximates
1 Month LIBOR. Generally,  student loans bear interest at a rate based on the 91
Day  Treasury  Rate.  Thus,  the  Company's  analysis of the effect of different
interest rates on its cash flows was prepared assuming spreads of 30, 40, 60, 80
and 100 basis  points  between  91 Day  Treasury  Bills and 1 Month  LIBOR  (the
"NELNET-2 Ted Spread").  The NELNET-2 Ted Spreads were then applied at different
rates of interest to determine their effect on the "spread" between the interest
the Company  earns on its student  loans and its  interest  payment  obligations
under the notes (the "NELNET-2 Net Spread").


--------------------------------------------------------------------------------
    T-BILL*                              NELNET-2  NET SPREAD

                 ----------- ----------- ------------- ------------ ------------
     7.00%           .54%        .44%        .24%          .04%        -.16%
                 ----------- ----------- ------------- ------------ ------------
     6.50%           .54%        .44%        .24%          .04%        -.16%
                 ----------- ----------- ------------- ------------ ------------
     6.00%           .54%        .44%        .24%          .04%        -.16%
                 ----------- ----------- ------------- ------------ ------------
     5.50%           .57%        .47%        .27%          .07%        -.13%
                 ----------- ----------- ------------- ------------ ------------
     5.00%           .61%        .51%        .31%          .11%        -.09%
                 ----------- ----------- ------------- ------------ ------------
     4.50%           .58%        .48%        .29%          .08%        -.12%
                 ----------- ----------- ------------- ------------ ------------

---------------- ----------- ----------- ------------- ------------ ------------
   NELNET-2
 TED SPREAD**         30          40          60            80          100
--------------------------------------------------------------------------------

*       91 Day T-Bill (Yield)
**      1 Month LIBOR vs. 91 Day T-Bill (Yield)

               Generally,  increases in the NELNET-2 Ted Spread and decreases in
interest  rates  have the  effect of  reducing  the  NELNET-2  Net  Spread,  and
correspondingly, the Company's cash flows. For example, as of March 27, 2000 the
1 Month LIBOR rate was 5.055% and the 91 Day Treasury Bill Rate was 4.34%. Thus,
the NELNET-2 Ted Spread was approximately 72 basis points (5.055 - 4.34) and the
NELNET-2  Net Spread  was  approximately  eight  basis  points.  If, at the same
interest  rate  (approximately  4.50%),  the NELNET-2 Ted Spread is increased to
100,  the  Company's  cash flows are  significantly  reduced,  as evidenced by a
NELNET-2 Net Spread of a negative  twelve basis  points.  The Company,  however,
believes that a NELNET-2 Ted Spread of 100 is unlikely to occur.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               The  financial   statements  and  supplementary   financial  data
required  by this  ITEM 8 are set  forth  in ITEM  14 of  this  Form  10-K.  All
information which has been omitted is either inapplicable or not required.


ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

               There were no adverse  opinions or  disclaimers  of opinion,  nor
were there any  modifications  as to  uncertainty,  audit scope,  or  accounting
principles rendered by the independent accountants.  There were no disagreements
with the  current  accounting  firm on any matter of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure. There
are no  changes  in or  disagreements  on  accounting  and  financial  statement
disclosure.

               The accounting firm KPMG LLP was engaged to perform the fist
annual audit of the Company for the period ended December 31, 2000.

               There are no other changes in or disagreements on accounting and
financial statement disclosure.


                                       12
<PAGE>


                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               The  Company  is  governed  by a Board  of  Directors,  which  is
required by the Company's  Articles of  Incorporation  to include at least three
directors.  Directors  are required to be elected at each annual  meeting of the
shareholders.   The  present   directors  and  their   addresses  and  principal
occupations or affiliations are as follows:
<TABLE>
<CAPTION>

                                                                    Principal      Officers and
                      Other                                         Occupation    Directors Term
Name of Director  Offices Held   Age          Address             or Affiliation    From   To*
----------------  ------------   ---          -------             --------------    ----   ---
<S>                 <C>           <C>     <C>                        <C>             <C>    <C>
Michael S.          Chairman      37   6801 S. 27th Street         Chief           October   Present
Dunlap                                 P.O. Box 82529              Executive       1999
                                       Lincoln, Nebraska 68501     Officer of
                                                                   Union Bank
                                                                   and Trust
                                                                   Company;
                                                                   President,
                                                                   Farmers &
                                                                   Merchants
                                                                   Investment,
                                                                   Inc.;
                                                                   Chairman,
                                                                   NelNet, Inc.

Stephen F.          President     48   6991 East Camelback         Vice-Chairman,  October   Present
Butterfield                            Road, Suite B290            NelNet, Inc.;   1999
                                       Scottsdale, Arizona 85251   President of
                                                                   Union
                                                                   Financial
                                                                   Services

Ronald W. Page        Vice        52   1801 California             Executive       October      Present
                   President,          Street                      Vice            1999
                    Treasurer          Suite 3920                  President of
                  and Secretary        Denver, CO 80202            Union
                                                                   Financial
                                                                   Services,
                                                                   Inc.

Ross Wilcox            --         58   4732 Calvert Street         Chairman of     October   Present
                                       Lincoln, Nebraska  68506    the Board of    1999
                                                                   Union Bank
                                                                   and Trust
                                                                   Company

Dr. Paul R. Hoff       --         66   Hernia Hill, Rural          Retired         October   Present
                                       Route 1                     Physician       1999
                                       Seward, Nebraska  68434
</TABLE>

-------------
(*)     Each director holds office until the next annual meeting of shareholders
        following his or her election  until such  director's  successors  shall
        have been elected and  qualified.  The Company's  next annual meeting is
        scheduled for March, 2002.


EXECUTIVE MANAGEMENT

        The  Board of  Directors  and  executive  officers  described  below are
responsible for overall  management of the Company.  The Company's  officers and
directors are  shareholders,  officers and  directors of business  entities that
have engaged in the business of purchasing, holding and selling student loans.

        MICHAEL S. DUNLAP,  CHAIRMAN OF THE BOARD. As co-founder and chairman of
the board of both NelNet and Union Financial Services Inc. ("UFS"),  Mike Dunlap
is  responsible  for the overall  strategy and direction of the  companies.  Mr.
Dunlap is also the chief executive officer of Union Bank and Trust Company,  and
president of Farmers & Merchants Investment,  Inc. (the parent of Union Bank and
Trust Company).  Mr. Dunlap has been an employee of Union Bank and Trust Company
for over 15 years and is a member of the  Nebraska  State Bar  Association.  Mr.
Dunlap  received his B.S.  degree in finance and  accounting  and his law degree
from the University of Nebraska.


                                       13
<PAGE>

        STEPHEN F. BUTTERFIELD,  PRESIDENT AND DIRECTOR.  Stephen F. Butterfield
serves as the vice chairman of NelNet  assisting in the  executive  direction of
the company and managing its capital  market  relationships.  As co-founder  and
president of UFS, Mr.  Butterfield  directs the overall management and direction
of the company, including asset purchasing, marketing of corporate services, and
coordination of the company's  capital market  activities.  Mr.  Butterfield has
been a  member  of the  student  loan  industry  since  January  1989,  first as
president of a for-profit  student loan secondary  marketing facility located in
Scottsdale,  Arizona,  and second as president  of the Student Loan  Acquisition
Authority of Arizona, a non-profit  secondary  marketing facility in Scottsdale,
Arizona.  Prior to his work in the student loan industry,  Mr. Butterfield spent
15 years as an  investment  banker for  Boettcher  and Company  specializing  in
municipal  finance.  Mr.  Butterfield  received  his  B.S.  degree  in  business
administration from Arizona State University.

        RONALD W. PAGE,  VICE PRESIDENT,  TREASURER AND SECRETARY.  As executive
vice president,  treasurer and secretary of UFS, Mr. Page overseas the financial
operations  of the company  including  financial  planning  and  capital  market
operations.  Mr.  Page's  primary  responsibility,  however,  is  to  coordinate
financial  consulting  with NelNet,  which includes  preparation of asset-backed
securitization, warehousing activities, investor relations, underwriter liaison,
legal support, credit enhancement  coordination and rating agency relations. Mr.
Page has over 25 years experience in asset  securitization of student loans. His
experience  includes  taxable  and  tax-exempt   issuances  of  debt,  arranging
warehousing lines of credit,  asset-backed  commercial paper, conduit financing,
SEC S-3 filings,  private  placements  and  conversion of non-profit  tax-exempt
issuers to taxable  issuers.  Mr. Page  earned a Bachelor  of Science  degree in
business  administration from the University of Colorado and a Masters of Public
Administration in Public Policy Analysis from the American University.

        ROSS  WILCOX,  DIRECTOR.  Ross Wilcox has been with Union Bank and Trust
Company since 1966 and serves as chairman of its Board of Directors.  Mr. Wilcox
is the  chairman  of the  Lincoln  Chamber of  Commerce.  A graduate of Nebraska
Wesleyan University,  Mr. Wilcox now serves as a trustee for the University. Mr.
Wilcox also serves as trustee for Lighthouse (a youth intervention program), the
Lincoln Public Schools  Foundation,  and Bryan LGH Medical Center. Mr. Wilcox is
also on the Board of Directors for the Lincoln Country Club.

        DR.  R. PAUL  HOFF,  DIRECTOR.  Dr. R. Paul Hoff has  worked as a family
practice physician in Seward, NE for 35 years. In addition,  Dr. Hoff has served
as a past member of Admissions  Board of University of Nebraska  Medical  School
and the Deans  Advisory  Board.  Dr. Hoff  currently  acts as a board member for
Stratus  Mutual Fund and  Security  Home Bank,  and as a past board  member for:
Hawkeye Bank Corp., NEBHELP and UNIPAC.

               The  Company's  executive  officers  are elected  annually by the
Board of  Directors  and serve at the  discretion  of the Board.  The  Company's
directors  hold office until the next annual meeting of  stockholders  and until
their successors have been duly elected and qualified.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

               Section  16(a)  of the  Securities  Exchange  Act of  1934 is not
applicable to the Company, because the Company has no class of equity securities
registered pursuant to Section 12 thereof.


ITEM 11.       EXECUTIVE COMPENSATION


               The  Company's  executive  officers  are not  compensated  by the
Company for services rendered by them,  although some of the Company's  officers
are compensated by NelNet, which receives remuneration from the Company pursuant
to an Administrative Services Agreement by and between NelNet and the Company. A
detailed  description of the  Administrative  Services Agreement is set forth in
ITEM 13 of this Form 10-K.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES IN 2000

               The Company has not issued any options.


                                       14
<PAGE>


LONG-TERM INCENTIVE PLAN AWARDS IN 2000

               The Company has no long-term incentive plan.

DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE IN 2000

               The Company has no such benefit plans.

EMPLOYMENT AGREEMENTS

               The Company has not entered into any employment agreements.

DIRECTOR COMPENSATION

               Directors of the Company are not  compensated  as directors,  but
may  receive   reimbursement  of  out-of-pocket   expenses  in  connection  with
attendance at Board meetings.

OFFICER COMPENSATION

               The Company has not adopted a compensation plan for officers.

BOARD MEETINGS

               During fiscal year 2000, the Board held three regular meetings.

COMMITTEES OF THE BOARD

               The Board of Directors has not  established an Audit Committee or
a Compensation Committee.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

               As of March 15, 2001,  there were 1,000  shares of the  Company's
common stock, no par value,  outstanding,  all of which were held by NelNet.  No
director or  executive  officer  owns any shares of the Company and there are no
other beneficial owners.

CHANGES IN CONTROL.

               The Company knows of no arrangement,  including the pledge by any
person of  securities of the Company,  which may at a subsequent  date result in
change of control of the Company.


ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               ADMINISTRATIVE  SERVICES  AGREEMENT.  The Company and NelNet, the
Company's parent corporation,  entered into an Administrative Services Agreement
(the "Agreement") dated as of June 1, 2000. Under the Agreement,  NelNet agreed:
(i) to furnish or cause to be furnished to the Company or the Trustee  copies of
reports received with respect to the Loans, and prepare such additional  reports
with respect to the Loans as the Company or the Trustee may  reasonably  request
from time to time;  (ii) to respond to inquiries and requests made by borrowers,
educational  institutions,  Guarantee Agencies,  the Trustee,  and other parties
with respect to the Loans and respond to requests by the  Company's  independent
auditors for information  concerning the Company's  financial affairs;  (iii) to
maintain  financial  records  concerning  the Loans and, if  furnished  adequate
information with respect to financial affairs not related to the Loans,  prepare
and maintain a general ledger and financial statements for the Company;  (iv) to
provide  instructions to the Trustee with respect to the  administration  of the
Loans;  (v) to prepare for and furnish to the Company such  statistical  reports
and cash flow projections as may be required under the Indenture or requested by
the  Company;   and  (vi)  to  provide  such  other  services  with  respect  to
administration  of its  program  as the  Company  may  reasonably  request.  The
Agreement  expires  upon the stated  maturity  of the  Notes.  In return for the
services provided by NelNet, the Company pays to NelNet on the first day of each
calendar month an amount equal to 0.015% of the average  outstanding  balance of
the Loans during the preceding


                                       15
<PAGE>

month.  The  obligation  of the  Company  to pay fees under the  Agreement  is a
limited obligation to be satisfied solely from distributions made by the Trustee
to the  Company  under the  terms of the  Indenture.  Although  the  Company  is
obligated to pay to NelNet the full amount of all accrued  fees,  such  payments
are made exclusively from amounts deposited in the Operating Fund for payment of
the Company's  Maintenance and Operating Expenses (as defined in the Indenture).
If the Company  does not have funds on hand to cover the full amount of the fees
due under the  Agreement,  then payment of the unpaid  balance is deferred until
there are sufficient  funds available from such sources to satisfy part, or all,
of the  outstanding  debt.  The fee payable to NelNet under the Agreement may be
revised on each  January 1 during the term of the  Agreement.  To alter the fee,
NelNet must provide written notice of the proposed new fee to the Company ninety
(90) days prior to the next January 1. If NelNet and the Company cannot reach an
agreement within sixty (60) days of the receipt of the notice,  either party may
terminate  the  Agreement  upon  thirty (30) day's  written  notice to the other
party.  The  Administrative  Services  Agreement has been filed as an Exhibit to
this Form 10-K.

               SERVICING  AGREEMENT.  The  Company  and  NelNet  entered  into a
Servicing Agreement (the "Servicing  Agreement") dated as of June 1, 2000. Under
the Servicing Agreement,  NelNet services the Eligible Loans. NelNet owns all of
the issued and outstanding stock of the Company and is a wholly-owned subsidiary
of  UNIPAC.  NelNet  entered  into  subservicing   agreements  with  UNIPAC  and
InTuitition (the "Subservicing  Agreements") dated as of June 1, 2000. Under the
Subservicing   Agreements,   UNIPAC  and  InTuition,  as  Subservicers,   assume
substantially  all of the duties of the Servicer  under the Servicing  Agreement
for the term of the  Servicing  Agreement.  NelNet  owns all of the  issued  and
outstanding shares of voting stock of the parent  corporation of InTuition.  The
Company  believes that the terms and conditions of the Servicing  Agreement (and
the subservicing  arrangements)  are comparable to those offered by or available
to unrelated parties.  The servicing fee to NelNet is calculated using an annual
asset-based  charge that ranges  from 0.60 to 1.25  percent of the student  loan
principal balance, depending on the type of loan, calculated monthly.

               STUDENT LOAN  PURCHASE  AGREEMENTS.  The Company has entered into
Student Loan Purchase Agreements with various financial institutions  including,
but not limited to, Union Bank and Trust Company,  NEBHELP, Inc., NHELP-I, Inc.,
NHELP-III,  Inc.,  and NELNET Student Loan  Corporation-1  pursuant to which the
Company has purchased Eligible Loans. NEBHELP,  Inc., NHELP-I,  Inc., NHELP-III,
Inc. and NELNET  Student  Loan  Corporation-1  are  subsidiary  corporations  of
NelNet.  Certain of the shareholders of UNIPAC also hold an interest in the bank
holding company that owns and controls Union Bank and Trust Company, and certain
of the officers and  directors of the Company are also officers and directors of
Union Bank and Trust Company.  Although the above mentioned entities are related
to the Company as described in the paragraph  above,  the Company  believes that
the terms and conditions of the Student Loan Purchase  Agreements are comparable
to those offered by or available to unrelated parties.



                                     PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

FINANCIAL STATEMENTS

               The financial statements and financial statement  information and
schedules  required by this Item are included in this report  commencing on page
F-1. The Independent  Auditors'  Report appears on page F-1 of this report.  All
other schedules have been omitted because they are  inapplicable,  not required,
or the  information is included  elsewhere in the financial  statements or notes
thereto.

EXHIBITS
               All exhibits listed hereunder,  unless otherwise indicated,  have
previously  been  filed as  exhibits  to the  Company's  Registration  Statement
declared  effective in February,  2000.  Such  exhibits have been filed with the
Commission  pursuant  to  the  requirements  of  the  Acts  administered  by the
Commission. Such exhibits are incorporated herein by reference under Rule 12b-23
of the Securities Exchange Act of 1934.



                                       16
<PAGE>



        The  following  is a  complete  list of  exhibits  filed  as part of the
Company's  Registration Statement and this Form 10-K. Exhibit numbers correspond
to the numbers in the Exhibit Table of Item 601 of Regulation S-K.


Exhibit No.                                 Description

            3.1  Articles of Incorporation of the Company (Incorporated by
                 reference herein to the Company's Quarterly Report on Form 10-Q
                 for the period ended June 30, 2000.)

            3.3  Bylaws of the Company (Incorporated by reference herein to the
                 Company's  Quarterly  Report on Form 10-Q for the period  ended
                 June 30, 2000.)

            4.1  Indenture of Trust by and between the Company and Zions First
                 National Bank, dated as of June 1, 2000 (Incorporated by
                 reference  herein to the Company's  current report on Form 8-K,
                 filed June 16, 2000.)

            4.2  Series 2000 Supplemental Indenture by and between the Company
                 and Zions First National Bank (Incorporated by reference herein
                 to the Company's current report on Form 8-K, filed June 16,
                 2000.)

           10.1  Servicing Agreement, dated as of June 1, 2000, by and between
                 the Company and NelNet, Inc. (Incorporated by reference herein
                 to the Company's  Quarterly  report on Form 10-Q for the period
                 ended June 30, 2000.)

           23.1 Consent  of KPMG LLP to the incorporation  by  reference  of the
                Company's financial statements for the period ended December 31,
                2000 into the Company's Registration Statement on Form S-3 (File
                No. 333-93865).*

             *  Filed herewith



REPORTS ON FORM 8-K

               The Company filed a Current Report on Form 8-K on June 16, 2000.


                                       17
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


FINANCIAL STATEMENTS OF NELNET STUDENT LOAN CORPORATION-2

Independent Auditors' Report..............................................   F-1

Balance Sheet as of December 31, 2000.....................................   F-2

Statement of Operations for the period
June 1, 2000 through December 31, 2000....................................   F-3

Statement of Stockholder's Deficit for the period                            F-4
June 1, 2000 through December 31, 2000....................................

Statement of Cash Flows for the period                                       F-5
June 1, 2000 through December 31, 2000....................................

Notes to Financial Statements.............................................   F-6

All other  schedules  are  omitted as they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.

                                       18
<PAGE>
                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                              Financial Statements

                                December 31, 2000

                   (With Independent Auditors' Report Thereon)




<PAGE>



                          INDEPENDENT AUDITORS' REPORT



    The Board of Directors
    NELNET Student Loan Corporation-2:


    We have audited the accompanying balance sheet of NELNET Student Loan
    Corporation-2, a wholly-owned subsidiary of NelNet, Inc., as of December 31,
    2000 and the related statements of operations, stockholder's deficit and
    cash flows for the period June 1, 2000 through December 31, 2000. These
    financial statements are the responsibility of the Company's management. Our
    responsibility is to express an opinion on these financial statements based
    on our audit.

    We conducted our audit in accordance with auditing standards generally
    accepted in the United States of the America. These standards require that
    we plan and perform the audit to obtain reasonable assurance about whether
    the financial statements are free of material misstatement. An audit
    includes examining, on a test basis, evidence supporting the amounts and
    disclosures in the financial statements. An audit also includes assessing
    the accounting principles used and significant estimates made by management,
    as well as evaluating the overall financial statement presentation. We
    believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
    in all material respects, the financial position of NELNET Student Loan
    Corporation-2 at December 31, 2000 and the results of its operations and its
    cash flows for the period June 1, 2000 through December 31, 2000, in
    conformity with accounting principles generally accepted in the United
    States of America.

    /s/KPMG LLP
    February 7, 2001
    Lincoln, Nebraska


                                      F-1
<PAGE>
                        NELNET STUDENT LOAN CORPORATION-2
                  (a wholly-owned subsidiary of NelNet, Inc.)

                                  Balance Sheet

                                December 31, 2000




 ASSETS

Cash and cash equivalents                                       $     1,008,671
Student loans receivable, net of allowance of $826,279              942,498,737
Accrued interest receivable                                          30,024,577
Restricted cash - held by trustee                                    24,532,423
Debt issuance costs, net of accumulated amortization of $78,537       4,297,089
Income taxes receivable from parent                                     376,708
Deferred tax asset                                                      287,775
                                                                  --------------

           Total assets                                         $ 1,003,025,980
                                                                  ==============

                    LIABILITIES AND STOCKHOLDER'S DEFICIT

Liabilities:
   Notes payable                                                $ 1,000,000,000
   Accrued interest payable                                           3,120,615
   Other liabilities                                                  1,085,668
                                                                  --------------

           Total liabilities                                      1,004,206,283
                                                                  --------------

Stockholder's deficit:
   Common stock, no par value, authorized 1,000 shares;
     issued and outstanding 1,000 shares                                  1,000
   Accumulated deficit                                               (1,181,303)
                                                                  --------------

           Total stockholder's deficit                               (1,180,303)

Commitments and contingencies
                                                                  --------------

           Total liabilities and stockholder's deficit          $ 1,003,025,980
                                                                  ==============


See accompanying notes to financial statements.

                                       F-2
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (a wholly-owned subsidiary of NelNet, Inc.)

                             Statement of Operations

                  Period June 1, 2000 through December 31, 2000




Revenues:
   Loan interest                                            $ 46,225,110
   Investment interest                                         2,174,126
   Other                                                          80,481
                                                              -----------

           Total revenues                                     48,479,717
                                                              -----------

Expenses:
   Interest on notes                                          39,401,390
   Loan servicing fees to related party                        5,414,538
   Trustee and broker fees                                     1,621,060
   Amortization of debt issuance costs                            78,537
   Amortization of loan premiums                               1,652,178
   Provision for loan losses                                   1,010,000
   Other general and administrative                            1,147,800
                                                              -----------

           Total expenses                                     50,325,503
                                                              -----------

           Loss before income tax benefit                     (1,845,786)

Income tax benefit                                              (664,483)
                                                              -----------

           Net loss                                         $ (1,181,303)
                                                              ===========


See accompanying notes to financial statements.

                                       F-3
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (a wholly-owned subsidiary of NelNet, Inc.)

                       Statement of Stockholder's Deficit

                  Period June 1, 2000 through December 31, 2000





                                                                     Total
                                    Common       Accumulated     stockholder's
                                     stock         deficit          deficit
                                   ----------   --------------   ---------------

Balance at June 1, 2000          $        --               --                --

Issuance of common stock               1,000               --             1,000
Net loss                                  --       (1,181,303)       (1,181,303)
                                  ----------   --------------   ---------------

Balance at December 31, 2000     $     1,000       (1,181,303)       (1,180,303)
                                   ==========   ==============   ===============


See accompanying notes to financial statements.


                                       F-4
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                  (a wholly-owned subsidiary of NelNet, Inc.)

                             Statement of Cash Flows

                  Period June 1, 2000 through December 31, 2000





Net loss                                                       $     (1,181,303)
Adjustments to reconcile net loss to net
cash from operating activities:
   Amortization of loan premiums and debt issuance costs              1,730,715
   Deferred income tax benefit                                         (287,775)
   Provision for loan losses                                          1,010,000
   Increase in accrued interest receivable                          (30,024,577)
   Increase in accrued interest payable                               3,120,615
   Increase in other liabilities                                      1,085,668
   Increase in income taxes receivable from parent                     (376,708)
                                                                 ---------------

           Net cash used in operating activities                    (24,923,365)
                                                                 ---------------

Cash flows from investing activities:
   Purchases of student loans, including premiums                (1,007,842,817)
   Proceeds from sales of student loans                                  11,698
   Net proceeds from student loan principal payments
     and loan consolidations                                         62,670,204
   Increase in restricted cash - held by trustee                    (24,532,423)
                                                                 ---------------

           Net cash used in investing activities                   (969,693,338)
                                                                 ---------------

Cash flows from financing activities:
   Proceeds from issuance of notes payable                        1,000,000,000
   Payment for debt issuance costs                                   (4,375,626)
   Issuance of common stock                                               1,000
                                                                 ---------------

           Net cash provided by financing activities                995,625,374
                                                                 ---------------

           Net increase in cash and cash equivalents                  1,008,671

Cash and cash equivalents, beginning of period                               --
                                                                 ---------------

Cash and cash equivalents, end of period                       $      1,008,671
                                                                 ===============

Supplemental disclosure of cash flow information:
   Interest paid                                               $     36,280,775
                                                                 ===============


See accompanying notes to financial statements.

                                       F-5
<PAGE>



                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000



 (1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

       DESCRIPTION OF BUSINESS

       NELNET Student Loan Corporation-2 (the Company), a wholly-owned
       subsidiary of NelNet, Inc. (formerly known as National Education Loan
       Network, Inc.) (the Parent) is a C Corporation which invests in eligible
       student loans issued under Title IV of the Higher Education Act of 1965,
       as amended (the Act). The Company commenced its business operations on
       June 1, 2000 and the financial statements reflect the operations of the
       Company from June 1, 2000 through December 31, 2000.

       Student loans beneficially owned by the Company include those originated
       under the Stafford Loan Program (SLP), the Parent Loan Program for
       Undergraduate Students (PLUS) program, the Supplemental Loans for
       Students (SLS) program and loans which consolidate certain borrower
       obligations (Consolidation). Title to the loans is held by an eligible
       lender trustee under the Act for the benefit of the Company. The financed
       eligible loan borrowers are geographically located throughout the United
       States and the majority are in school or their first year of repayment.
       The notes payable outstanding are payable primarily from interest and
       principal payments on the student loans receivable. As the Company
       maintains control of the student loans and related notes payable, the
       Company accounts for the transactions as secured borrowings in the
       accompanying balance sheet when the loans are transferred into the
       trusts.

       The Parent is a holding company organized for the purpose of establishing
       and owning the stock of corporations like the Company engaged in the
       securitization of financial assets. The parent also provides managerial
       and administrative support to the Company.

       CASH EQUIVALENTS

       For purposes of the statement of cash flows, the Company considers all
       investments with original maturities of three months or less to be cash
       equivalents.

       STUDENT LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

       Investments in student loans, including premiums, are recorded at cost,
       net of premium amortization and the allowance for loan losses. Premiums
       are amortized over the estimated principal life of the related loans.

       The allowance for loan losses is estimated and established through a
       provision charged to expense. Loans are charged against the allowance
       when management believes that the collectibility of the principal is
       unlikely. Recovery of amounts previously charged off are credited to the
       allowance for loan losses. The charge to operations is estimated and
       based on management's evaluation of the loan portfolio, including such
       factors as the volume and character of loans outstanding, past loan loss
       experience, and general economic conditions.

       Management believes that the allowance for loan losses is adequate. While
       management used available information to recognize losses on loans,
       future additions to the allowance for loan losses may be necessary based
       on changes in economic conditions.


                                                                     (Continued)
                                       F-6
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000

       INTEREST ON STUDENT LOANS

       Interest on student loans is accrued when earned and is either paid by
       the Department of Education or the borrower depending on the status of
       the loan at the time of accrual. In addition, the Department of Education
       makes quarterly interest subsidy payments on certain qualified Title IV
       loans until the student is required under the provisions of the Act to
       begin repayment. Repayment on guaranteed student loans normally begins
       within six months after completion of their course of study, leaving
       school or ceasing to carry at least one-half the normal full-time
       academic load as determined by the educational institution. Repayment of
       PLUS loans normally begins within sixty days from the date of loan
       disbursement and repayment of SLS loans begins within one month after
       completion of course study, leaving school or ceasing to carry at least
       the normal full-time academic load as determined by the educational
       institution.

       DEBT ISSUANCE COSTS

       Debt issuance costs are amortized over the estimated life of the related
       debt, which is over 30 years.

       INCOME TAXES

       The Company files a consolidated federal tax return with UNIPAC Service
       Corporation (UNIPAC), the legal parent of NelNet, Inc. The financial
       statements reflect income tax benefit computed as if the Company filed a
       separate tax return. Income tax benefits are allocated by the Company to
       its Parent as if the Company were a separate tax paying entity.

       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases. Deferred tax assets and liabilities are measured using enacted
       tax rates expected to apply to taxable income in the years in which those
       temporary differences are expected to be recovered or settled. The effect
       on deferred tax assets and liabilities of a change in tax rates is
       recognized in income in the period that includes the enactment date.

       USE OF ESTIMATES

       The preparation of the financial statements in conformity with accounting
       principles generally accepted in the United States of America requires
       management to make a number of estimates and assumptions that effect the
       reported amounts of assets and liabilities, reported amounts of revenues
       and expenses, and other disclosures. Actual results could differ from
       those estimates.

       COMPREHENSIVE INCOME

       The Company has no sources of other comprehensive income. Therefore, the
       Company's comprehensive income consists solely of its net loss.

                                                                     (Continued)
                                       F-7
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000

 (2)   RESTRICTED CASH - HELD BY TRUSTEE

       The Company's restricted cash is held by the trustee in various accounts
       subject to use restrictions, imposed by the indenture of trust. These
       trustee funds include: the recycling account fund which is used to
       maintain excess funds for future operating needs, if necessary and
       purchases of eligible student loans; the reserve fund which is used to
       cure any deficiencies in the debt service requirement; and the revenue
       fund which is used for the receipt of interest payments on eligible
       student loans and investment securities and to pay fees and expenses
       incurred under the indenture.

 (3)   STUDENT LOANS RECEIVABLE AND CONCENTRATION OF CREDIT RISK

       Guaranteed loans may be made under this program by certain lenders as
       defined by the Act. These loans, including related accrued interest, are
       guaranteed at their maximum level permitted under the Act by an
       authorized guarantee agency which has a contract of reinsurance with the
       Department of Education. The terms of the loans, which vary on an
       individual basis, generally provide for repayment in monthly installments
       of principal and interest over a period of up to twenty years. Interest
       rates on loans may be fixed or variable, and will vary based on the
       average of the 91-day U. S. Treasury bill rate, and currently range from
       6% to 12% dependent upon type, terms of loan agreements and date of
       origination. For Title IV loans, the Company has entered into a trust
       agreement in which an unrelated financial institution will serve as the
       eligible lender trustee. As an eligible lender trustee, the financial
       institution acts as the eligible lender in acquiring certain eligible
       student loans as an accommodation to the Company who holds a beneficial
       interest in the student loan assets as the beneficiary of such trust.

       Substantially all student loan principal and related accrued interest
       are guaranteed as defined by the Act. These guarantees are made subject
       to the performance of certain loan servicing procedures stipulated by
       applicable regulations. If these procedures are not met, affected
       student loans may not be covered by the guarantees should the borrower
       default. The Company retains and enforces recourse provisions against
       servicers and lenders under certain circumstances. Such loans are
       subject to "cure" procedures and reinstatement of the guarantee under
       certain circumstances. Also, in accordance with Student Loan Reform Act
       of 1993, loans disbursed prior to October 1, 1993 are fully insured and
       loans disbursed subsequent to October 1, 1993 (approximately 97% of the
       student loans at December 31, 2000) are insured up to 98%.

                                                                     (Continued)
                                       F-8
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000

       The Company has provided for an allowance for loan losses related to
       those student loans only guaranteed up to 98% for principal and interest.
       The provision is based upon historical default rates for such loans.
       Activity in the allowance for loan losses for the period June 1, 2000
       through December 31, 2000 is shown below:

                 Beginning balance                     $         -
                 Provision for loan losses               1,010,000
                 Loans charged off, net of recoveries     (183,721)
                                                        ----------

                 Ending balance                        $   826,279
                                                        ==========

 (4)   NOTES PAYABLE

       The Company periodically issues taxable student loan asset-backed notes
       to finance the acquisition of student loans. All notes are primarily
       secured by the student loans receivable, related accrued interest, and
       other property and funds held in trust. The majority of the notes are
       variable rate notes with interest rates reset periodically based upon
       auction rates and national indices.

       The table below summarizes outstanding notes payable at December 31, 2000
       by issue.
<TABLE>
<CAPTION>
                                                                              Interest
                                                                Carrying        rate
                                                  Maturity       amount        range
                                                 ----------  --------------  ---------
<S>                                                 <C>              <C>        <C>
2000 Senior Auction Rate Notes, Class A-1         12/1/1932 $    50,000,000       6.75 %
2000 Senior Auction Rate Notes, Class A-2         12/1/1932      50,000,000       6.98
2000 Senior Auction Rate Notes, Class A-3         12/1/1932      50,000,000       6.84
2000 Senior Auction Rate Notes, Class A-4         12/1/1932      50,000,000       6.82
2000 Senior Auction Rate Notes, Class A-5         12/1/1932      50,000,000       6.85
2000 Senior Auction Rate Notes, Class A-6         12/1/1932      50,000,000       6.85
2000 Senior Auction Rate Notes, Class A-7         12/1/1932      50,000,000       6.90
2000 Senior Auction Rate Notes, Class A-8         12/1/1932      75,000,000       6.98
2000 Senior Auction Rate Notes, Class A-9         12/1/1932      75,000,000       6.97
2000 Senior Auction Rate Notes, Class A-10        12/1/1932      75,000,000       6.95
2000 Senior Auction Rate Notes, Class A-11        12/1/1932      75,000,000       6.95
2000 Senior Auction Rate Notes, Class A-12        12/1/1932     100,000,000       6.80
2000 Senior Auction Rate Notes, Class A-13        12/1/1932     100,000,000       6.73
2000 Senior Auction Rate Notes, Class A-14        12/1/1932     100,000,000       6.65
2000 Subordinate Auction Rate Notes, Class B-1    12/1/1932      50,000,000       6.90
                                                              --------------

                                                            $ 1,000,000,000
                                                              ==============
</TABLE>

       Generally, the notes can be redeemed on any interest payment date at par
       plus accrued interest. Subject to note provisions, all notes are subject
       to redemption prior to maturity at the option of the Company, without a
       prepayment penalty.
                                                                     (Continued)
                                       F-9
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000

       The indenture of trust contains, among other requirements, covenants
       related to the restriction of funds to be maintained in a reserve fund.
       Management believes the Company is in compliance with all covenants of
       the note agreements at December 31, 2000.

(5)        INCOME TAXES

       Components of the income tax benefit for the period June 1, 2000 through
       December 31, 2000 are shown below.

                        Current:
                           Federal              $   (346,123)
                           State                     (30,585)
                                                  -----------

                                                    (376,708)
                                                  -----------

                        Deferred:
                           Federal                  (262,987)
                           State                     (24,788)
                                                  -----------

                                                    (287,775)
                                                  -----------

                                                $   (664,483)
                                                  ===========

       The actual income tax benefit differs from the "expected" income tax
       benefit, computed by applying the federal statutory corporate tax rates
       to loss before income tax benefit for 2000, as shown below:

        Computed "expected" income tax benefit              $  (627,567)
        Increase in income tax benefit resulting from;
           State taxes, net of federal income tax expense       (36,916)
                                                              ----------

                   Actual income tax benefit                $  (664,483)
                                                              ==========

       The Company's deferred tax asset at December 31, 2000 resulted from the
       future tax benefit of the allowance for loan losses, not currently
       deductible for tax purposes. Management believes that it is more likely
       than not that the Company will generate sufficient future taxable income
       and capital gains to fully recover deferred tax assets recognized and,
       therefore, no valuation allowance is required.


                                                                     (Continued)
                                      F-10
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000

 (6)   FAIR VALUE OF FINANCIAL INSTRUMENTS

       Fair value estimates, methods and assumptions are set forth below:

       CASH AND CASH EQUIVALENTS, RESTRICTED CASH - HELD BY TRUSTEE
         AND ACCRUED INTEREST RECEIVABLE/PAYABLE

       The carrying amount approximates fair value due to the variable rate of
       interest and/or the short maturities of these instruments.

       STUDENT LOANS RECEIVABLE

       The fair value of student loans receivable is estimated at amounts
       recently paid by the Company to acquire the loans in the market. The fair
       value of the student loans receivable approximates carrying value.

       NOTES PAYABLE

       The fair value of the notes payable approximates carrying value due to
       the nature of the financing arrangement. The terms of the arrangement
       specify that the outstanding debt is callable at par at specified
       interest payment dates.

       LIMITATIONS

       Fair value estimates are made at a specific point in time, based on
       relevant market information and information about the financial
       instrument. These estimates are subjective in nature and involve
       uncertainties and matters of significant judgment and, therefore, cannot
       be determined with precision. Changes in assumptions could significantly
       affect the estimates.

 (7)   GUARANTEE AGENCIES

       As of December 31, 2000, Nebraska Student Loan Program, Inc. and the
       Florida Department of Education Office of Student Financial Assistance
       were the primary guarantors, guaranteeing approximately 77% of the total
       student loans beneficially owned by the Company. Management periodically
       reviews the financial condition of its guarantors and does not believe
       the level of concentration creates an unusual or unanticipated credit
       risk. In addition, management believes that based on the Higher Education
       Amendments of 1998, as amended, the security for and payment of any of
       the Company's obligations would not be materially adversely affected as a
       result of legislative action or other failure to perform on its
       obligations on the part of any guarantee agency. The Company, however,
       offers no assurances to that effect.

                                                                     (Continued)
                                      F-11
<PAGE>

                        NELNET STUDENT LOAN CORPORATION-2
                   (A WHOLLY-OWNED SUBSIDIARY OF NELNET, INC.)

                          Notes to Financial Statements

                                December 31, 2000


 (8)   RECENT STUDENT LOAN LEGISLATION

       The Company's student loan program is subject to the provisions of the
       Act and as such, may be subject to legislative changes. Legislative
       changes to the Act affecting competition, loan asset characteristics,
       debt structure provisions and regulatory compliance may from time to
       time affect the operations of the Company. The Act expired September
       1998 and was reauthorized with certain amendments effective October 1,
       1998. These amendments included certain provisions for changes in the
       existing Federal Family Loan Program which included changes to interest
       rates, special allowance payments and guarantee fees that could have a
       material effect on the financial statements.

 (9)   RELATED PARTIES

       Certain shareholders and directors of the Parent are also officers and
       directors of Union Bank & Trust Company (UB&T). A majority of the loans
       currently held were purchased from UB&T and other wholly-owned
       subsidiaries of the Parent.

       Under the terms of an agreement, the Company contracts a majority of its
       loan servicing through the Parent. UNIPAC and InTuition, Inc. (a
       wholly-owned subsidiary of the Parent) are contracted as sub-servicers by
       the Parent. Fees paid to UNIPAC are calculated using an annual
       asset-based charge ranging from .60% to 1.25% of the student loan
       principal balance, calculated monthly. The fees amounted to approximately
       $4.5 million for the period June 1, 2000 through December 31, 2000. At
       December 31, 2000, approximately $825,000 was payable to the Parent for
       loan servicing and is included in other liabilities.

       The Company entered into loan purchase agreements with NHELP-I, Inc.
       (NHELP-I), NELNET Student Loan Corporation-1 (NELNET-1), NHELP-III, Inc.
       (NHELP-III) and NEBHELP, Inc. (NEBHELP), wholly-owned subsidiaries of the
       Parent, and purchased student loans of approximately $412.9 million from
       NHELP-I, $101.4 million from NELNET-1, $344.1 million from NHELP-III, and
       $97.1 million from NEBHELP. Premiums paid on these purchased loans
       totaled approximately $10.6 million, $1.9 million, $4.5 million, and
       $912,000, respectively. These purchases were made on terms similar to
       those made with unrelated entities.

       The Company incurred fees to the Parent for managerial and administrative
       support for the operations of the Company based on a service agreement
       that requires .015% of the average outstanding loan balance to be paid
       monthly. In addition, the Parent has provided additional services to the
       Company on an as-needed transactional basis. These fees, included in
       other general and administrative expenses on the accompanying statement
       of operations, amounted to approximately $797,000.


                                      F-12
<PAGE>


                                   SIGNATURES


               Pursuant  to the  requirements  of  Section  13 or  15(d)  of the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                         NELNET STUDENT LOAN CORPORATION-2


                                     By:/s/ Michael S. Dunlap
                                       ----------------------------------------
                                       Michael S. Dunlap, Chairman of the Board
                                       (Principal Executive Officer)




                                     By:/s/ Ronald W. Page
                                       ----------------------------------------
                                       Ronald W. Page, Vice President (Principal
                                       Financial and Accounting Officer)


                                      Date:  March 30, 2001

               Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the registrant and in the capacities and on the dates indicated.

              Signature                    Title                       Date
              ---------                    -----                       ----

By:   /s/ Michael S. Dunlap            Chairman of the Board      March 30, 2001
      ------------------------------   (Principal Executive
      Michael S. Dunlap                Officer)


By:   /s/ Stephen F. Butterfield       President and Director     March 30, 2001
      ------------------------------
      Stephen F. Butterfield

By:   /s/ Ronald W. Page               Vice-President,            March 30, 2001
      ------------------------------   Secretary,
      Ronald W. Page                   Treasurer and Director
                                       (Principal Financial and
                                       Accounting Officer)

By:   /s/ Ross Wilcox                  Director                   March 30, 2001
      ------------------------------
      Ross Wilcox

By:   /s/ Dr. Paul Hoff                Director                   March 30, 2001
      ------------------------------
      Dr. Paul Hoff

                                       19
<PAGE>