SecProbe.io

Mail Stop 3010

        April 27, 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 April 10, 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.
 Financial Statements and Notes

  Note 1 – Organization, page 62

 1. We note that your revised disclosure in response to comment 5 states that the
Company has determined that the partners  and/or tenants in common in its real
estate ventures have certain protective  rights that limit the Company’s control of
the investment.  Under EITF 04-5 the general presumption of control by the
general partner can be overcome if the limited partners have substantive
participating rights.  Please clarify yo ur disclosure to indicate whether your

Mr. Jack K. Heilbron
Chief Executive Officer NetREIT April 27, 2009 Page 2

limited partners have substantive partic ipating rights which supports your use of
equity method accounting.
 Note 2 – Significant Accounting Policies

 Property Acquisitions, pages 62-63

 2. We note that your revised disclosure in response to comment 7 continues to refer
to your usage of property tax assessments to determine the fair value.  Your
disclosure does not appear to be in compliance with paragraph 36 of SFAS 141
which states that the tax ba sis of an asset or liability  shall not be a factor in
determining its estimated fair value.  Please revise your disclosures to comply
with paragraph 36 of SFAS 141.
 3. We have considered your response to co mment 10.  Please clarify if the terms of
the land lease are at market, below-mark et or above-market.  We note that you
represent that the lease does not meet the de finition of a capital lease.  As such, it
is not clear that the operating lease for the land should be accounted for separately
from the building.  To the extent that ther e is a purchase option or if the terms are
below-market, there may be some value that should be given separate accounting treatment.  In this regard, the value w ould be not be on the underlying land itself
but the value of the cont ract-based intangibles acquired as determined under
SFAS 141.  Clarify how you determined the fair value of the option and possible
below-market terms of the lease.

4. We remain unclear of your basis for acc ounting for the land purchase option as an
indefinite lived intangible asset.  Please  tell us your consideration of paragraph 11
of SFAS 142.  Items to consider when de termining the useful life should be the
time period in which you plan to use the a sset, the expected us eful life of other
related assets (i.e. the build ing acquired) and contractua l provisions that may limit
the useful life (i.e. the lease term).  Pl ease tell us how you evaluated each of these
aspects in determining the useful life.

*  *  *  *
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.

Mr. Jack K. Heilbron
Chief Executive Officer NetREIT April 27, 2009 Page 3

 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