Fitch Ratings maintains the Negative Rating Watch on the senior notes currently rated 'AAAsf' and affirms the subordinate note currently rated 'AA-sf' issued by Nelnet Student Loan Trust 2004-3. The subordinate note rating is removed from Positive Watch and assigned a Stable Outlook.

KEY RATING DRIVERS

High Collateral Quality: The trust collateral consists of 100% (99.82% Non-Rehab; 0.18% Rehab) of Federal Family Education Loan Program (FFELP) loans. The credit quality of the trust collateral is high, in Fitch's opinion, based on the guarantees provided by the transaction's eligible guarantors and reinsurance provided by the U.S. Department of Education (ED) for at least 97% of principal and accrued interest.

Rating Watch Maintained: All existing and new issuances of 'AAA' rated tranches of FFELP securitizations are on Rating Watch Negative following the revision of the long-term foreign and local currency Issuer Default Ratings (IDRs) of the U.S.

Sufficient Credit Enhancement: While both the senior and subordinate notes will benefit from overcollateralization (OC; the excess of trust's asset balance over bond balance) and future excess spread, the senior notes also benefit from subordination provided by the class B note. Fitch gives credit to the reserve fund, which is excluded from the adjusted pool balance once the pool factor is at 40%. The current pool factor is at 30%. As of September 2013, Fitch's calculated total parity is 100.72% (0.72% CE) and Fitch's calculated senior parity is 108.30% (7.66% CE). Cash is being released from the trust given that the 100% parity (excluding reserve fund) is maintained.

Adequate Liquidity Support: Liquidity support is provided by a reserve account. The reserve is sized equal to the greater of 0.25% of the pool balance, and $2,011,386.

Acceptable Servicing Capabilities: Nelnet Education Loan Network, Inc. (NELN) is the master servicer. Both Nelnet, Inc. and Sallie Mae Servicing are the subservicers. Fitch believes NELN, Nelnet, and Sallie Mae are acceptable servicers of FFELP student loans.

RATING SENSITIVITIES

Since FFELP student loan ABS rely 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 2004-3:

-- Class A-4 note at AAA; Rating Watch Negative Maintained;

-- Class A-5 note at AAA; Rating Watch Negative Maintained;

-- Class B affirmed at AA-; Outlook revised to Stable from Positive.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' dated May 24, 2013;

--'Rating U.S. Federal Family Education Loan Program Student Loan ABS Criteria' dated 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=816270

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