SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

        June 15, 2009
 Mr. Jack K. Heilbron Chief Executive Officer NetREIT 1282 Pacific Oaks Place Escondido, CA 92029-2900
Re: NetREIT
Registration Statement on Form 10 Filed May 15, 2009 (originally filed May 6, 2008, File No. 001-34049)
 File No. 000-53673  Form 10-K for Fiscal Year Ended December 31, 2008  Filed May 29, 2009

Dear Mr. Heilbron:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.
FORM 10

 Item 1A. Risk Factors

 Our risks of losing proper ty through a mortgage loan default . . . , page 14

1. Please expand upon this risk factor to specifi cally discuss the default of the Garden
Gateway loan discussed on pa ges 35 and 44 of your filing.

Jack Heilbron
NetREIT June 15, 2009 Page 2  Item 3. Properties, page 39

Average Effective Annual Rent Per Squa re Foot for Last 5 Years, page 41
2. We note that some of the amounts listed in this table are different than the amounts
listed in your Form 10-K for the fiscal year ended December 31, 2008.  For example, in your Form 10, the average effective annual rent per square foot for the year ended
December 31, 2006 for your Havana/Parker property is $6.65, however, in your
Form 10-K, it is listed as $8.07.  Please  explain to us why these amounts are
different.

Item 6. Executive Compensation, page 58

 Compensation of Company’ s Directors, page 60

3. We note that the stock award compensation di sclosure in this section is different
from the stock award compensation disclosure  in your Form 10-K for the fiscal year
ended December 31, 2008.  For example, in your Form 10, the stock award for Mr. Bruce Staller was $35,000 in 2008 and $15,000 in  2007, whereas in your Form 10-K,
it discloses that Mr. Staller receive d as compensation $28,582 in 2008 and $5,250 in
2007 in the form of stock awards.  Furthermor e, we also note that in footnote (3) to
your director compensation table in your Form  10, it states that Mr. Staller and Mr.
Dubose received an additional 5,000 and 2,000 shares, respectively.  However, in
footnote (3) to your directors compensation table in your Form 10-K, it states that
they received an additional 500 and 200 shar es, respectively.  Please explain to us
why this disclosure differs between your Form 10 and Form 10-K.

Item 13. Financial Statements and Supplementing Data, page 72

 Note 4 – Real Estate Assets and Lease Intangibles, page 90

4. Please advise us how you plan to comply with the requirements in Rule 8-06 of
Regulation S-X for any material acq uisitions made during 2008 and 2009.

Note 5 – Investment in Real Estate Ventures
5. Given that you own 94% of the Garden Gate way Plaza joint venture, please describe
your consolidation analysis under SOP 78- 9, EITF 04-5 and ARB 51.  Advise us
what rights are held by the other partners  that overcome the presumption of control
given your 94% ownership interest.  In addi tion, it is unclear how protective rights,
as disclosed on page 30, would preclude  consolidation under EITF 04-5.

Jack Heilbron
NetREIT June 15, 2009 Page 3  Note 6 – Mortgages Receivable, page 94

6. We note the principal and interest due on your mortgage loans were not paid
according to the terms.  Please tell us your evaluation of SFAS 114 in determining
whether these loans were i ndividually impaired and if not, how you considered the
need for a general reserve to address potenti al credit losses inhe rent in your loan
portfolio under SFAS 5.  Also advise us  how you complied with the disclosure
requirements in paragraph 20 of SFAS 114.

Item 15. Financial Statements and Exhibits, page 106
7. We refer to your disclosure on page 59 th at you have employment agreements with
Messrs. Heilbron and Elsberry.  Please file these agreements  as exhibits to the Form
10 or tell us why you believe you are not required to file  the employment
agreements.  Refer to Item 601(b)(10) of Regulation S-K.

FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
 Item 4T – Controls a nd Procedures, page 50-51

8. We note your conclusion that your disclosu re controls and pr ocedures were not
effective as of December 31, 2007, March 31, 2008 and June 30, 2008.  However, your conclusion regarding the effectiveness of  disclosure controls  and procedures is
unclear as of September 30, 2008.  Similarl y we note that your Form 10-K for the
year ended December 31, 2008 did not in clude a conclusion regarding the
effectiveness of your disclosure controls and procedures.  Please tell us and amend
your filings to include your conclusion.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 Item 5. Market Price for Registrant ’s Common Equity . . . , page 31

9. Please include the securitie s authorized for issuance under equity compensation
plans table as required by Item 201(d) of Regulation S-K.

Item 10. Directors, Executive Officer s and Corporate Governance, page 57
 Committees of the Directors, page 59

10. Please disclose who is considered your  Audit Committee financial expert in
accordance with Item 407(d )(5) of Regulation S-K.

Jack Heilbron
NetREIT June 15, 2009 Page 4  Certifications

11. We note that your certifications  were not filed in the exac t form as outlined in Item
601(B)(31)(i) of Regulation S-K.  Some of  the discrepancies include omission of
introductory language referring to internal  control over financial reporting in
paragraph 4.  Please amend your annual report  to file certif ications in the exact form
as outlined in Item 601(B)(31) (i) of Regulation S-K.

*  *  *  *
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.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Jack Heilbron
NetREIT June 15, 2009 Page 5   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 Erin Martin, Attorney-Advisor, at (202) 551-3391 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