NELNET INC
LETTER AGREEMENT / BANK OF AMERICA
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>6
<FILENAME>p18329_ex10-57.txt
<DESCRIPTION>LETTER AGREEMENT / BANK OF AMERICA
<TEXT>
                                                                   Exhibit 10.57



                                February 20, 2004


Bank of America, N.A., as
Bank of America Facility Agent
The Hearst Tower
214 N. Tryon Street
NC1-027-19-01
Charlotte, NC 28255

Attn:    Banc of America Securities, LLC,
         Global Structured Finance; Portfolio Management

Ladies and Gentlemen:

         Pursuant to Section 2.03 of the  Warehouse  Note  Purchase and Security
Agreement, dated as of May 1, 2003 (as amended, the "Warehouse Note Purchase and
Security   Agreement"),   among  Nelnet   Education  Loan  Funding,   Inc.  (the
"Borrower"), Wells Fargo Bank Minnesota, National Association, as trustee, Wells
Fargo Bank Minnesota,  National Association, as eligible lender trustee, YC SUSI
Trust,  as a conduit lender,  Bank of America,  N.A., as a facility agent and an
alternate lender,  Gemini  Securitization  Corp., as a conduit lender,  Deutsche
Bank AG, New York Branch,  as a facility agent and an alternate  lender,  Barton
Capital Corporation,  as a conduit lender, Societe Generale, as a facility agent
and an alternate lender, and Bank of America, N.A., as administrative agent, the
Borrower  hereby  request that the Bank of America  Facility  Group increase its
Commitment  under the  Warehouse  Note  Purchase  and  Security  Agreement  from
$350,000,000 to $600,000,000 effective on March 1, 2004. Please acknowledge your
acceptance,  as the Bank of  America  Facility  Agent on  behalf  of the Bank of
America  Facility  Group, of this increase in the Commitment of Bank of America,
N.A., as Alternate  Lender,  for the Bank of America Facility Group by executing
and returning this letter to us. Your execution of this letter shall  constitute
the  written  evidence  that the Bank of  America  Facility  Group has agreed to
increase its Commitment  pursuant to Section 2.03 of the Warehouse Note Purchase
and Security Agreement.

         On the  effective  date of such  increase,  being  March 1,  2004,  the
Borrower  will provide Bank of America,  N.A.,  as the Bank of America  Facility
Agent,  with a  replacement  Senior  Note in the  maximum  principal  amount  of
$570,000,000 and a replacement  Subordinate Note in the maximum principal amount
of $30,000,000  in exchange for the existing  Senior Note and  Subordinate  Note
issued to the Bank of America Facility Group.
<PAGE>


         Capitalized terms used in this letter and not defined herein shall have
the meanings  assigned to such terms in the Warehouse Note Purchase and Security
Agreement.

                                      Very truly yours,

                                      NELNET EDUCATION LOAN FUNDING, INC.



                                      By  /s/ Terry J. Heimes
                                          -----------------------------------
                                          Terry J. Heimes, President

ACCEPTED AND AGREED TO:

BANK OF AMERICA, N.A.,
as Bank of America Facility Agent

By /s/ Shelley Harper
   -------------------------------
Title:  /s/ Principal
        --------------------------

cc:      Wells Fargo Bank Minnesota, National Association
         6th and Marquette Avenue
         Minneapolis, Minnesota  55479-0069
         Attn: Corporate Trust Department


                                       2

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