Exhibit 10.32

                              SECOND AMENDMENT OF
                  AMENDED AND RESTATED PARTICIPATION AGREEMENT

         This Second Amendment of the Amended and Restated Participation
Agreement (the "Second Amendment") is made and entered into as of this 1st day
of December, 2002, by and between and Union Bank and Trust Company, a Nebraska
banking corporation and trust company, solely in its capacity as trustee of
various grantor trusts known as Short Term Federal Investment Trusts or other
grantor trusts ("Union Bank") and Nelnet, Inc., a Nevada corporation f/k/a
National Education Loan Network, Inc. ("Nelnet").

         WHEREAS, the parties hereto entered into that certain Amended and
Restated Participation Agreement dated as of June 1, 2001, as amended (the
"Agreement"), and the parties hereto wish to amend the Agreement under the terms
set forth herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto agree as follows:

         1.       Definitions. Unless otherwise expressly stated herein,
capitalized terms in this Amendment shall have the same meanings given to them
in the Agreement.

         2.       Increase in Participation Amount. For purposes of the
Agreement and this Amendment, the maximum aggregate total of participation
interests sold to Union Bank shall be $750 million.

         3.       Effect of Second Amendment. Unless expressly modified or
amended by this Second Amendment, all terms and provision contained in the
Agreement shall remain in full force and effect without modification.

Union Bank and Trust Company, as Trustee     Nelnet, Inc.

By:    /s/ Ken Backemeyer                    By:    /s/ Terry Heimes
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Title: Sr. V.P.                              Title: CFO