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        March 31, 2009  Mr. Jack K. Heilbron Chief Executive Officer NetREIT 1282 Pacific Oaks Place Escondido, CA 92029-2900

Re: NetREIT
 Form 10
Filed May 6, 2008, as amended on September 5, 2008 and  December 31, 2008
 File No. 001-39049

Dear Mr. Heilbron:

We have reviewed your response letter dated March 6, 2009 and have the
following additional comments. Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects. We
welcome any questions you may have about our  comments or any other aspect of our
review. Feel free to call us at  the telephone numbers listed at  the end of this letter.
 General

 1. It does not appear that y ou have included a response to our comment 2 from our
letter dated February 2, 2009.  Please advise.
 2. Please update your financial statements  in accordance with Rule 8-08 of
Regulation S-X.
 3. We note that you have filed on Form 8- K information concerning certain recent
acquisitions since the filing of your last Form 10.  Please advise us how you will

Mr. Jack K. Heilbron
Chief Executive Officer NetREIT March 31, 2009 Page 2

comply with the requirements in Rule 8-06 of Regulation S-X for any material
acquisitions.

Financial Statements and Notes
 Note 1 – Organization, page 62

 4. With respect to comment 8, we will complete our final review of your proposed
changes upon receipt of the fully restated financial statements to be included in
your amended Form 10 and Forms 10-Q for the periods ended March 31, 2008 and June 30, 2008.
 5. We read your response to comment 9, please update your accounting policy
disclosure to indicate yo ur consideration of EITF 04-5 in determining the
appropriate accounting for your jo int ventures.
 6. We read your response to comment 10.  Please confirm you will update your
accounting policy disclosure with respect to  gain recognition of partial sales to
reflect your consideration of  paragraph 33 of SFAS 66.

Note 2 – Significant Accounting Policies

 Property Acquisitions, pages 62-63

 7. Your policy in Note 2 to your audited fi nancial statements, states that amounts
allocated to land, buildings and impr ovements are derived from recent tax
assessments.  Please tell us how your po licy complies with paragraph 36 of SFAS
141 and revise as appropriate to clar ify how you determine fair value.
 8. We read your response to comment 12.  Pl ease file your required Item 4.02 Form
8-K.   The Form 8-K should include th e date of the conclu sion regarding non-
reliance, the financial statement years and periods that should no longer be relied
upon, a brief description of the facts underlying your conclusion, a statement
whether your audit committee or its alternative has di scussed this matter with
your independent accountants, and your time frame for filing the restated financial
statements.
   9. We read your response to comment 13.  It does not appear that you filed a request
with Division of Corpora tion Finance’s Office of Chie f Accountant.  Please note
that that we are unable to clear this comment until all financial statements required under Rule 8-06 of Regulation S-X are provided or waivers for each
property are submitted for consideration to  the Division of Corporation Finance’s
Office of Chief Accountant.

Mr. Jack K. Heilbron
Chief Executive Officer NetREIT March 31, 2009 Page 3

 10. We read your response to comment 14.  Y our representation that there was not a
provision for the transfer of ownership under the terms of the lease seems
contradictory to the notion that there is some value ascribable to an option to
purchase the land.  Please confirm that th e terms of the origin al ground lease were
not modified through your acquisition of  the property and that a new lease was
not executed between you and the ground le ssor, otherwise it would seem that you
should re-evaluate the classification of  the lease under SFAS 13.  Reference is
made to paragraph 15 of FIN 21.  Also pl ease clearly disclose the terms of the
lease arrangement including any purchase opt ions.  With respect to your proposal
to reflect the option as an unamortized intangible asset, provide your basis in
GAAP for this treatment under SFAS 141 and 142 and disclose the assumptions used in determining fair value of the option.

*  *  *  *
As appropriate, please amend your filing and respond to these comments within
ten (10) business days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
amendment and responses to our comments.   You may contact Jaime J ohn, Staff Accountant, at (202) 551-3446 or Cicely
Lamothe, Accounting Branch Chief, at ( 202) 551-3413 if you have questions regarding
comments on the financial statements and related matters.  Please contact Kristina Aberg, Attorney-Advisor, at (202) 551-3404 or me at (202) 551-3233 with any other questions.

Sincerely,

Tom Kluck  Legal Branch Chief
 cc: Bruce J. Rushall, Esq.  Rushall & McGeever
 Via facsimile (760) 438-3026