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        May 5, 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 May 1, 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 inapplicable or a revisi on is unnecessary.  Pleas e be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter 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 2 – Significant Accounting Policies

 Property Acquisitions, pages 62-63

  1. We have read your response to comme nt three and note that you have not
acquired land but rather a purchase option to acquire the land at a future date,
which is contract-based intangible as set.  Please confirm and amend your
disclosures to clearly state that the $1.4 million represents the portion of the
purchase price allocated to this purcha se the option.  Provide your basis for

Mr. Jack K. Heilbron
Chief Executive Officer NetREIT May 5, 2009 Page 2

assigning an indefinite life  and clarify the asset unde rlying the purchase option is
a non-amortizable asset.  In addition, provide the required disclosures for
indefinite-lived intangible assets , including your impairment policy under
paragraph 17 of SFAS 142.  In this regard, you should also address how the
probability of exercising this purchase opt ion is included in your consideration of
fair value.

*  *  *  *
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