Fitch Ratings maintains the Rating Watch Negative on the senior notes and affirms the subordinate notes issued by Nelnet Student Loan Trust 2005-2, Nelnet Student Loan Trust 2005-3. The Rating Outlook is revised to Stable from Positive for the subordinate notes.

KEY RATING DRIVERS

High Collateral Quality:
The trust collateral is comprised of 100% of Federal Family Education Loan Program (FFELP) loans with guaranties provided by eligible guarantors and reinsurance provided by the U.S. Department of Education (ED) for at least 97% of principal and accrued interest.

Rating Watch Negative:
'AAAsf' rated tranches of U.S. FFELP student loan ABS are maintained on Rating Watch Negative following the revision of the U.S. sovereign rating on Oct. 15, 2013.

Sufficient Credit Enhancement:
Credit Enhancement is provided by overcollateralization, excess spread and for the class A notes, subordination provided by the class B notes. As of the September 2013 distribution date, total parity for Nelnet Student Loan Trust 2005-2 is 100.21% and senior parity is 107.17%. As of the same date, total parity for Nelnet Student Loan Trust 2005-3 is 100.29% and senior parity is 107.23%, including the reserve account. Cash is being released from the trust given the trust has reached its release level threshold of 100% parity excluding reserve account

Adequate Liquidity Support:
Liquidity support is provided by a reserve account where the balance is determined as the greater of 0.25% of the pool balance and $2,976,292 for Nelnet Student Loan Trust 2005-2 and $1,988,700 for Nelnet Student Loan Trust 2005-3.

Acceptable Servicing Capabilities:
Nelnet Inc., as the servicer, is responsible for the day-to-day servicing of this trust. In Fitch's opinion, Nelnet is an acceptable servicer of FFELP student loans.

RATING SENSITIVITIES

Since the FFELP student loan ABS relies on the U.S. government to reimburse defaults, 'AAAsf' FFELP ABS ratings will likely move in tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S. sovereign rating, defaults and basis risk account for the majority of the risk embedded in FFELP student loan transactions. Additional defaults and basis shock beyond Fitch's published stresses could result in future downgrades. Likewise, a buildup of credit enhancement driven by positive excess spread given favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

Nelnet Student Loan Trust 2005-2:
--Class A-4 note at 'AAAsf'; Rating Watch Negative maintained;
--Class A-5 note at 'AAAsf'; Rating Watch Negative maintained;
--Class B note affirms at 'AA-sf'; Outlook revised to Stable from Positive.

Nelnet Student Loan Trust 2005-3:
--Class A-4 note at 'AAAsf'; Rating Watch Negative maintained;
--Class A-5 note at 'AAAsf'; Rating Watch Negative maintained;
--Class B note affirms at 'AA-sf'; Outlook revised to Stable from Positive.

Additional information is available at www.fitchratings.com.

Applicable Criteria and Related Research:
--'Global Structured Finance Rating Criteria' (May 24, 2013);
--'Rating U.S. Federal Family Education Loan Program Student Loan ABS Criteria' (May 17, 2013).

Applicable Criteria and Related Research:
Global Structured Finance Rating Criteria
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661
Rating U.S. Federal Family Education Loan Program Student Loan ABS Criteria -- Amended
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708795

Additional Disclosure
Solicitation Status
http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=816070
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Fitch Ratings
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Lisette Figueroa, +1-212-908-0836
Analyst
Fitch Ratings, Inc.
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