UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the~~ ~~Securities Exchange Act of 1934~~

~~Date~~ Pursuant ofto ~~report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported): December 15,~~Exchange ~~2005~~Act of 1934

~~Collegiate~~Date ~~Funding~~of ~~Services~~Report (Date of Earliest Event Reported): January 6, ~~Inc.~~ 2006

Collegiate Funding Services, Inc. __________________________________________ (Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware (State or Other Jurisdiction of Incorporation) 000-50846 (Commission File Number) 04-3649118 (I.R.S. Employer Identification No.)


Delaware	000-50846	04-3649118
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

10304 Spotsylvania Avenue, Suite 100, Fredericksburg, Virginia		22408
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~10304~~Registrant’s ~~Spotsylvania~~telephone ~~Avenue~~number, ~~Suite 100,~~including ~~Fredericksburg,~~area ~~Virginia~~code: ~~22408~~ (~~Address of Principal Executive Offices and Zip Code~~540) 374-1600

~~(540) 374-1600~~ ~~(Registrant’s~~ Not ~~telephone~~Applicable ______________________________________________ Former ~~number~~name or former address, ~~including~~if ~~area~~changed ~~code)~~since last report

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

þ Top ~~Soliciting~~of ~~material pursuant to Rule 14a-12 under~~ the ~~Exchange Act (17 CFR 240.14a-12)~~Form

o Item ~~Pre-commencement~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~14d-2(b)~~Definitive ~~under the Exchange Act (17 CFR 240~~Agreement.~~14d-2(b))~~

o On ~~Pre-commencement~~January ~~communications~~6, ~~pursuant~~2006, toCollegiate ~~Rule~~Funding ~~13e-4~~Services Resources III, LLC (c"CFSR II"), a wholly-owned subsidiary of Collegiate Funding Services, Inc. entered into a one-year, $250.0 million conduit warehouse financing facility to fund the purchase of private education loans. The conduit lender that will provide financing to CFSR III under the ~~Exchange~~facility ~~Act~~is ~~(17~~administered ~~CFR~~by ~~240~~Bank of America, N.~~13e~~A. as funding agent and administrative agent. The private loan warehouse facility will be used to fund private loan purchases prior to securitization of the portfolio. The facility is secured by a portfolio of private loans financed under the facility. The interest rate on funds advanced by the conduit lenders is calculated based on the commercial paper rate plus a markup. The warehouse facility contains affirmative and negative covenants, reporting requirements and covenants relating to loan servicing. Loan-~~4(c))~~level insurance on the private loan portfolio is required. An event of termination under the private conduit facility will occur if, among other things, the credit characteristics or the performance of the private loan portfolio decline.

Item 8 1.~~01.~~02 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

On ~~December 15~~January 6, ~~2005~~2006, Collegiate Funding Services ~~Inc.~~II, LLC (~~“CFS”~~"CFSR II"), ~~announced~~a ~~that~~wholly itowned ~~had~~subsidiary ~~entered into~~of aCollegiate ~~definitive~~Funding ~~agreement~~Services, toInc. be("CFSI"), ~~acquired~~Citicorp byNorth ~~JPMorgan~~America, ~~Chase~~Inc. ~~Bank~~and the conduit lenders party thereto, ~~National~~agreed ~~Association~~to ~~for~~terminate the one-year, $20180.000 ~~per~~million ~~share,~~conduit inwarehouse ~~cash.~~financing ~~The~~facility ~~Board~~that ofCFSR ~~Directors~~II ofwas ~~CFS~~using ~~approved~~to fund the ~~agreement~~purchase inof ~~a special~~private ~~meeting~~education onloans. A ~~December 14,~~copy ~~2005.~~of ~~The~~the ~~transaction~~agreement iswas ~~subject~~filed toon ~~CFS~~November ~~stockholder~~7, ~~approval~~2005 ~~and other~~as ~~customary~~Exhibit ~~conditions~~4.8 ~~and~~to isCFSI’s ~~expected~~registration tostatement beon ~~completed~~Form ~~during~~10-Q, ~~the~~as ~~first~~amended ~~quarter~~(SEC ofFile ~~2006~~No. 000-50846).

A Top ~~copy~~ of the ~~joint press release issued by CFS and JPMorgan Chase Bank on December 15, 2005 announcing the merger is~~Form ~~attached as an exhibit hereto.~~

Important Legal Information

In connection with the proposed merger, Collegiate Funding Services will file a proxy statement with the Securities and Exchange Commission (“SEC”). Before making any voting decision, Collegiate Funding Services’ stockholders and investors are urged to read the proxy statement regarding the merger and any other relevant documents carefully in their entirety when they become available because they will contain important information about the proposed merger. The proxy statement and other documents will be available free of charge at the SEC’s Web site, www.sec.gov. Stockholders and investors in Collegiate Funding Services will also be able to obtain the proxy statement and other documents free of charge by directing their requests to Collegiate Funding Services, Office of the Corporate Secretary, 1-800-762-6441, ext. 5329.

Collegiate Funding Services and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding Collegiate Funding Services’ directors and executive officers is available in Collegiate Funding Services’ proxy statements and Annual Report on Form 10-K, previously filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Joint Press Release, dated December 15, 2005, of Collegiate Funding Services, Inc. and JPMorgan Chase Bank, announcing the merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant ~~Registrant~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 15, 2005	Collegiate Funding Services, Inc.
		Collegiate Funding Services, Inc.
	By:	/s/ Kevin A. Landgraver
January 12, 2006		By:	/s/ Kevin A. Landgraver
	Name:	Kevin A. Landgraver
			Name: Kevin A. Landgraver
	Title:	Chief Financial Officer and Executive Vice President
			Title: Chief Financial Officer and Executive Vice President

Exhibit Index

99.1 Joint Press Release, dated December 15, 2005, of Collegiate Funding Services, Inc. and JPMorgan Chase Bank, announcing the merger.

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