EXHIBIT 10.67

                             APRIL 2004 AMENDMENT TO
             APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT,
                            LOAN PURCHASE AGREEMENTS,
                  AND STANDBY STUDENT LOAN PURCHASE AGREEMENTS

        THIS APRIL 2004 AMENDMENT TO APPLICATION AND AGREEMENT FOR STANDBY
LETTER OF CREDIT, LOAN PURCHASE AGREEMENTS, AND STANDBY STUDENT LOAN PURCHASE
AGREEMENT, dated effective as of April 15, 2004 (the "AMENDMENT") is among
NATIONAL EDUCATION LOAN NETWORK, INC. (formerly known as Nelnet, Inc.), a
corporation duly organized and validly existing under the laws of the State of
Nevada ("NELN"), NELNET, INC. (formerly known as Nelnet Loan Services, Inc.), a
corporation duly organized and validly existing under the laws of the State of
Nebraska ("NELNET"), NELNET EDUCATION LOAN FUNDING, INC., a corporation
organized and validly existing under the laws of the State of Nebraska
("NEBHELP"), UNION BANK AND TRUST COMPANY, a Nebraska state banking corporation
("UNION BANK), and BANK OF AMERICA, N.A., a national banking association
("BANK").

                              PRELIMINARY STATEMENT

        (1) Pursuant to that certain Application and Agreement for Standby
Letter of Credit (as amended, restated, modified, and increased from time to
time, the "LETTER OF CREDIT AGREEMENT") between NELN and Bank, Bank issued
letter of credit number 3056037 (the "LOC") to Wells Fargo Bank Minnesota,
National Association, for the account of NELN.

        (2) Pursuant to that certain Loan Purchase Agreement dated May 23, 2003
("UNION BANK PURCHASE AGREEMENT"), Union Bank agreed to purchase certain
Eligible Loans (as defined in the Union Bank Purchase Agreement) from Bank to
the extent and in the manner set forth herein.

        (3) Pursuant to that certain Loan Purchase Agreement dated May 23, 2003
("NELNET PURCHASE AGREEMENT"), NELN agreed to purchase certain Eligible Loans
(as defined in the Nelnet Purchase Agreement) from Nebhelp acting by and through
Wells Fargo Bank Minnesota, National Association, not individually, but as
Eligible Lender Trustee to the extent and in the manner set forth herein.

        (4) Pursuant to that certain Standby Student Loan Purchase Agreement
dated May 23, 2003 ("NEBHELP PURCHASE AGREEMENT"), NELN agreed to purchase
certain Eligible Loans (as defined in the Union Purchase Agreement) from Nebhelp
to the extent and in the manner set forth herein.

        (5) NELN, NELNET, Nebhelp, Union Bank, and Bank have entered an
Amendment to Application and Agreement for Standby Letter of Credit, Loan
Purchase Agreements, and Standby Student Loan Purchase Agreements dated
effective as of October 21, 2003 ("Amendment").

        (6) NELN, NELNET, Nebhelp, Union Bank, and Bank have entered an
additional Amendment to Application and Agreement for Standby Letter of Credit,
Loan Purchase Agreements, and Standby Student Loan Purchase Agreements dated
effective as of November 20, 2003 ("NOVEMBER AMENDMENT").

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        (7) NELN, NELNET, Nebhelp, Union Bank, and Bank have entered an
additional Amendment to Application and Agreement for Standby Letter of Credit,
Loan Purchase Agreements, and Standby Student Loan Purchase Agreements dated
effective as of December 19, 2003 ("DECEMBER AMENDMENT").

        (8) NELN, NELNET, Nebhelp, Union Bank, and Bank have entered an
additional Amendment to Application and Agreement for Standby Letter of Credit,
Loan Purchase Agreements, and Standby Student Loan Purchase Agreements dated
effective as of February 23, 2004 ("FEBRUARY AMENDMENT").

        The Union Bank Purchase Agreement, the Nelnet Purchase Agreement, and
the Nebhelp Purchase Agreement shall be individually referred to herein as a
"PURCHASE AGREEMENT" and collectively, as the "PURCHASE AGREEMENTS". NELN,
NELNET, Nebhelp, and Union Bank are collectively referred to herein as the
"NELNET ENTITIES")

        NELN, Nelnet, and Nebhelp have requested that the expiration date of the
Letter of Credit (as defined in the Letter of Credit Agreement) be extended for
an additional 364 day period and have also requested that certain additional
loans be included within the definition of "Eligible Loans" for the purposes of
the Letter of Credit Agreement and the Purchase Agreements.

        Accordingly, in consideration of the foregoing and the mutual covenants
set forth herein, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01 DEFINED TERMS.  All capitalized  terms defined in the Purchase
Agreements, and not otherwise defined herein shall have the same meanings herein
as in the Purchase  Agreements.  Upon the effectiveness of this Amendment,  each
reference in the Letter of Credit  Agreement or any Purchase  Agreement to "this
Agreement,"  "hereunder,"  "herein" or words of like import  shall mean and be a
reference to the Letter of Credit Agreement and the Purchase Agreements, each as
amended hereby.

     SECTION 1.02 REFERENCES,  ETC. The words "hereof," "herein" and "hereunder"
and words of similar  import  when used in this  Amendment  shall  refer to this
Amendment as a whole and not to any particular  provision of this Amendment.  In
this Amendment,  unless a clear contrary  intention appears the word "including"
(and with correlative  meaning "include") means including,  without limiting the
generality  of any  description  preceding  such  term.  No  provision  of  this
Amendment shall be interpreted or constructed  against any person solely because
that person or its legal representative drafted such provision.

                                   ARTICLE II
        AMENDMENTS TO LETTER OF CREDIT AGREEMENT AND PURCHASE AGREEMENTS

     SECTION 2.01 AMENDMENTS TO THE LETTER OF CREDIT AGREEMENT.

        (a) Section 6 of the face of the Letter of Credit Agreement shall be
amended by changing the expiration date from "May 21, 2004" to "May 20, 2005".

        (b) Section 1 of Addendum B to the Letter of Credit Agreement shall be
amended in its entirety to read as follows:

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          1. Section 1(b) of the  Application  is hereby  supplemented  with the
     specific Letter of Credit fee as follows:  Applicant  agrees to pay Bank of
     America:  (i) a  non-refundable  fee of $75,000  upon the  issuance  of the
     Letter of Credit;  (ii) a non-refundable fee of $162,500 on the date of the
     issuance of the Letter of Credit; (iii) a non-refundable fee of $162,500 on
     August 22, 2003;  (iv) a fee of $87,500 on November 24, 2003;  (v) a fee of
     $87,500 on February 23,  2004;  and (vi) a fee of $175,000 on May 20, 2004.
     Receipt of payment of the fees described in subsections  (i) through (v) is
     hereby  acknowledged by Bank of America.  The fees described in subsections
     (i) through (iii) above shall be  non-refundable  under any  circumstances.
     However in the event the letter of credit is cancelled  prior to its stated
     expiry date,  the fees  described  in  subsections  (iv),  (v), and (vi) as
     applicable  shall be prorated  for the period the Letter of Credit has been
     outstanding  since the date the fee was  paid.  Such  calculation  shall be
     determined  by  multiplying  the fee by a fraction  whose  numerator is the
     number of days which have elapsed from the last date a Letter of Credit Fee
     was due and payable  and paid,  and whose  denominator  is 90 or 364 in the
     case of (vi) above. All fees payable under the Application shall be made in
     immediately available funds at Account No. 3750836479,  at Bank of America,
     or at such other  account or place as Bank of America may from time to time
     direct.

     SECTION 2.02 AMENDMENT TO NEBHELP PURCHASE AGREEMENT.

               (a) The definition of "Commitment Period" set forth in Section 1
of the Nebhelp Purchase Agreement shall be amended in its entirety to read as
follows:

               "COMMITMENT PERIOD" shall mean the period of time from the date
        first set forth above until 728 days thereafter, unless extended in
        writing by Seller, Purchaser and Bank of America.

               (b) Paragraph (f) of the definition of "Trigger Event" set forth
in Section 1 of the Nebhelp Purchase Agreement shall be amended by changing the
deadline to consummate purchase of Eligible Loans from "May 6, 2004" to "May 5,
2005".

        SECTION 2.03 AMENDMENTS TO NELNET PURCHASE AGREEMENT.

        (a) The definition of "Guarantee Agency" set forth in Section 1 of the
Nebhelp Purchase Agreement shall be amended in its entirety to read as follows:

               "Guarantee Agency" means: (i) National Student Loan Program, Inc.
        (NSLP); (ii) USA Funds (USAF); (iii) Tennessee Student Assistance
        Corporation (TSAC); (iv) California Student Aid Commission (CSAC); (v)
        Great Lakes Higher Education Guaranty Corporation (GLHEGC); (vi)
        Pennsylvania Higher Education Assistance Authority (PHEAA); (vii)
        Massachusetts Higher Education Assistance Corporation (American Student
        Assistance); (viii) Kentucky Higher Education Assistance Authority; (ix)
        Rhode Island Higher Education Assistance Authority; (x) Finance
        Authority of Maine (FAME); (xi) Colorado Student Loan Program (CSLP);
        and (xii) any other Guaranty Agency with which both Purchaser and Bank
        of America, N.A. have entered into Guarantee Agreements or which are
        approved by Purchaser and Bank of America, N.A., from time to time, each
        of which administers a Guarantee Program within a State or any
        successors and assigns thereof administering the Guarantee Program, and
        each of which has entered into a Guarantee Agreement with the Trustee on
        behalf of the Seller."

        (b) Section 2(b) of the Nelnet Purchase Agreement shall be amended in
its entirety to read as follows:

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        "(b) Delivery and payment for the FFELP Loans shall take place at a
        location and on a date (the "Loan Purchase Date") to be specified by the
        Seller. The applicable Loan Purchase Date shall not be later than the
        date set forth in the Loan Transfer Addendum pertaining to such FFELP
        Loans, and in any event shall not be later than 728 days from the date
        of this Agreement."

     SECTION 2.04 AMENDMENT TO UNION BANK PURCHASE AGREEMENT.  The definition of
"Guarantee  Agency" set forth in Section 1 of the Union Bank Purchase  Agreement
shall be amended in its entirety to read as follows:

               "Guarantee Agency" means: (i) National Student Loan Program, Inc.
        (NSLP); (ii) USA Funds (USAF); (iii) Tennessee Student Assistance
        Corporation (TSAC); (iv) California Student Aid Commission (CSAC); (v)
        Great Lakes Higher Education Guaranty Corporation (GLHEGC); (vi)
        Pennsylvania Higher Education Assistance Authority (PHEAA); (vii)
        Massachusetts Higher Education Assistance Corporation (American Student
        Assistance); (viii) Kentucky Higher Education Assistance Authority; (ix)
        Rhode Island Higher Education Assistance Authority; (x) Finance
        Authority of Maine (FAME); (xi) Colorado Student Loan Program (CSLP),
        and (xii) any other Guaranty Agency with which Seller has entered into
        Guarantee Agreements or which are approved by Seller, from time to time,
        each of which administers a Guarantee Program within a State or any
        successors and assigns thereof administering the Guarantee Program, and
        each of which has entered into a Guarantee Agreement with the Seller."



        SECTION 2.05 AMENDMENT TO LOC. Section 4 under the heading "Special
Conditions" of the LOC shall be amended by changing the Expiration Date (as
defined therein) from "May 21, 2004" to "May 20, 2005".

                                  ARTICLE III
                           CONDITIONS TO EFFECTIVENESS

        SECTION 3.01  CONDITIONS  TO  EFFECTIVENESS.  This  Amendment  shall
become effective upon the fulfillment of the following conditions precedent:

        (a) receipt by Bank of this Amendment duly executed by NELN, NELNET,
Nebhelp and Union Bank;

        (b) receipt by Bank of Officers'  Certificates  from Nelnet and NELN, in
form and substance acceptable to Bank;

        (c) rating confirmations or consents, as applicable, with respect to
this Amendment and extension of the expiration of the Letter of Credit from
Standard & Poors, Moody's Investors Service, and MBIA Insurance Corporation;

        (d) opinions of counsel of Perry, Guthery, Haase & Gessford, P.C.,
L.L.O., in form and substance acceptable to Bank; and

        (e) payment of all fees and expenses of Bank, including without
limitation, the reasonable fees and expenses of counsel to Bank.

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<PAGE>

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

        In order to induce Bank to enter into this Amendment, each Nelnet Entity
hereby represents and warrants to Bank, that, after giving effect to the
execution and delivery of this Amendment and the consummation of the
transactions contemplated hereby, all representations and warranties set forth
in the Letter of Credit and the Purchase Agreement by such Nelnet Entity are
true and correct on the date hereof as though made on and as of such date.

                                   ARTICLE V
                                  MISCELLANEOUS

     SECTION 5.01 AFFIRMATION OF DOCUMENTS.  Nelnet Entities hereby  acknowledge
and agree that all of their obligations under the Letter of Credit Agreement and
the Purchase Agreements,  as amended hereby, and the obligations of NELNET under
the  Continuing  Guaranty  dated May 23,  2003,  shall  remain in full force and
effect  following  the  execution  and  delivery  of this  Amendment,  and  such
obligations are hereby affirmed, ratified, and confirmed by Nelnet Entities.

     SECTION 5.02 COSTS AND EXPENSES. Nelnet Entities agree to pay on demand all
costs  and  expenses  incurred  by  Bank in  connection  with  the  preparation,
execution, delivery, filing, administration, and recording of this Amendment and
any other agreements delivered in connection with or pursuant to this Amendment,
including, without limitation, the fees and out-of-pocket expenses of Haynes and
Boone, LLP, counsel to Bank.

     SECTION 5.03  SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon
and inure to the benefit of the Nelnet  Entities  and Bank and their  respective
successors and assigns.

     SECTION 5.04  CAPTIONS.  The captions in this  Amendment have been inserted
for convenience  only and shall be given no substantive  meaning or significance
whatsoever in construing the terms and provisions of this Amendment.

     SECTION 5.05 COUNTERPARTS.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered either in original, facsimile or electronic
form,  shall be deemed to be an original but all of which taken  together  shall
constitute but one and the same instrument.

     SECTION  5.06  GOVERNING  LAW.  This  Amendment  shall be governed  by, and
construed in accordance with, the laws of the State of Texas.

     SECTION 5.07 FINAL AGREEMENT OF THE PARTIES. THE LETTER OF CREDIT AGREEMENT
AND THE PURCHASE AGREEMENTS (INCLUDING THE EXHIBITS THERETO), AS AMENDED BY THIS
AMENDMENT,  REPRESENT  THE  FINAL  AGREEMENT  AMONG THE  PARTIES  AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS  OF THE PARTIES.  THERE ARE NO UNWRITTEN  ORAL  AGREEMENTS  AMONG THE
PARTIES.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

                                    NELNET ENTITIES


                                    NATIONAL EDUCATION LOAN NETWORK, INC.
                                    NELNET, INC.



                                    By:     /S/ Terry J. Heimes
                                         ---------------------------------------
                                         Name:  Terry J. Heimes, Chief Financial
                                         Officer

                                    NELNET EDUCATION LOAN FUNDING, INC.



                                    By:      /S/ Terry J. Heimes
                                         ---------------------------------------
                                         Name:   Terry J. Heimes
                                                --------------------------------
                                         Title:  President
                                               ---------------------------------

                                    UNION BANK AND TRUST COMPANY, INDIVIDUALLY
                                    AND AS TRUSTEE


                                    By:     /S/ Kenneth L. Backemeyer
                                         ---------------------------------------
                                         Name:  Kenneth L. Backemeyer
                                                --------------------------------
                                         Title: Senior Vice President
                                               ---------------------------------


                                    BANK OF AMERICA, N. A.


                                    By:     /S/ Shelly K. Harper
                                         ---------------------------------------
                                         Shelly K. Harper, Principal