SecProbe.io

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      January 31, 2005

Mail Stop 04-09

Anthony W. Thompson
Chief Executive Officer and Chairman of the Board of Managers
NNN 2002 Value Fund, LLC
c/o Triple Net Properties, LLC
1551 N. Tustin Avenue, Suite 200
Santa Ana, California 92705

Re:	NNN 2002 Value Fund, LLC
	Registration Statement on Form 10
      Filed December 30, 2004
	File No. 0-51087

Dear Mr. Thompson:

      We have reviewed your filing and have the following
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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review 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. Please note that the Form 10 goes effective by lapse of time 60
days after the date filed pursuant to Section 12(g)(1) of the
Securities Exchange Act of 1934.  At such time, you will be
subject
to the reporting requirements under Section 13(a) of the
Securities
Exchange Act of 1934.  In addition, we will continue to review
your
filing until all of our comments have been addressed.

2. We note that you are registering "units" of limited partnership
interest, and that the units themselves are divided into three
separate classes, Classes A, B and C, in Exhibit A to your
Operating
Agreement.  It appears that you intended to distribute different
"Priority Returns" to each class.  Please revise to register
separately each class of securities or tell us why you believe it
is
appropriate to combine your class A, B, and C units into one
class.
Based on your sale of units totaling aggregate proceeds of
$29,799,000, it would appear you offered and sold all three
classes.

3. Supplementally, please provide the staff with a copy of all
your
private placement offering materials. We note your reference to
these
materials on pages 6 and 25.  Further, please provide the staff
with
a copy of all annual reports distributed to unitholders as
required
by Section 12.3 of the Operating Agreement.

4. We note your disclosure on page 2 states that you hold 12.3% of
the Congress Center as an unconsolidated entity.  Supplementally
please reconcile this disclosure with your affiliate A REIT`s
disclosure appearing on page 76 of the Form S-11, Amendment No. 6
filed on September 17, 2004 stating that you own 12.8% of the
Congress Center.

5. We note your disclosure on page 2 and page F-3 that you
generated
rental income of $670,000 from date of inception to December 31,
2002.  You also disclose that you generated rental income of
$7,375,000 for the year ended December 31, 2003.  These numbers
are
inconsistent with the disclosure about your revenues in the A REIT
registration statement on Form S-11, filed September 17, 2004.  On
page A-33 of the Form S-11, A REIT disclosed that you generated
gross
revenues from inception to December 31, 2002 of $647,573.  On page
A-
40, A REIT disclosed that you generated gross revenues for the
year
ended December 31, 2003 of $18,029,267.  Supplementally, please
tell
us how you calculated rental income versus the gross revenues in
the
Form S-11.  We may have further comments.

6. We note your disclosure on page 2 and page F-3 that you
incurred a
net loss of ($172,000) and a loss per member unit of ($438.78)
from
the date of inception to December 31, 2002.  You also disclose
that
you incurred a net loss of ($535,000) and loss per member unit of
($110.15) for the year ended December 31, 2003.  Please reconcile
this disclosure with the disclosure appearing in the A REIT S-11
filed on September 17, 2004.  On page A-33 of the Form S-11, A
REIT
disclosed that you generated net income on a GAAP basis from
inception to December 31, 2002 of $105,298.  On page A-40, A REIT
disclosed that you generated net income on a GAAP basis for the
year
ended December 31, 2003 of $103,128.   We may have further
comments.

Item 1: Business
General, page 2

7. Please revise to include an organization chart to visually
describe your business relationships and the ownership of your
Manager, Triple Net Properties, LLC, your property manager, Triple
Net Properties Realty, Inc. and programs which co-own your three
properties.

8. Please disclose your number of employees, as required by Item
101(c)(xiii) of Regulation S-K.

9. Please discuss competitive conditions in your industry.  Also,
clarify whether any other property programs run by the Triple Net
Properties directly competed or compete with NNN 2002 Value Fund,
LLC
for positions in your market, such as acquisition or disposition
of
similar properties in a geographic region.

10. Revise this section to disclose NNN 2002 Value Fund, LLC`s
website address.  If you do not have a website, provide your
manager`s website describing it as such.  Further, where
appropriate,
revise your disclosure to include contact information, including
the
mailing address, telephone number and web site for the SEC`s
Public
Reference Room.  Refer to Items 101(e)(2) and (e)(3) of Regulation
S-
K.

11. We note your use of the term "fund" in the name of the
registrant
on this Form 10.  Please include disclosure addressing the fact
that
the LLC is not a registered investment company and that
unitholders
do not have the protections afforded by the Investment Company Act
of
1940.

12. We note your disclosure in the last sentence of this
subsection
stating that both the management and operating agreement terminate
upon your dissolution.  Please clarify that neither Triple Net
Properties, LLC (manager) nor Triple Net Properties Realty, Inc.
(property manager), absent any breaches of the management or
operating agreements, may be terminated by a vote of the
Unitholders
without cause prior to the termination or dissolution of the
agreements.

Item 2: Financial Information, page 3
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements, page 4

13. Please revise to eliminate your references to the statutory
safe
harbors described in the PSLRA of 1995, Sections 27A of the
Securities Act and 21E of the Exchange Act.  Since you are a new
registrant that is not yet subject to the reporting requirements
of
Section 13(a) or 15(d) of the Exchange Act, you are unable to rely
on
the statutory safe harbors.  Please remove the disclosure from
your
prospectus that indicates otherwise.  Please remove statutory
references from your disclosure.  Refer to Section 21E(a)(1) of
the
Exchange Act.

Overview, page 4

14. We note objective (iii) listed on page 2 where you state your
objective is to make monthly distributions to the members from
cash
generated by operations in an amount estimated to equal an 8%
annual
return of the member`s investment.  Please reconcile this
disclosure
with your differing annual Priority Returns per class of 10%, 9%
and
8%.  Further, please tell us what your basis is for making this
projection.  Please revise to balance the discussion of your
distribution objective with disclosure of your actual historical
distributions.

Letter of Intent, page 5

15. Please revise to update the status of this non-binding letter
with First States Group, LP.  Further, tell us whether First
States
Group, LP is the same entity you refer to in your Form 8-K filed
on
January 3, 2005 or you are referring to another REIT.  If not,
please
revise your registration statement to include a description of the
other, unsolicited offer to purchase Bank America West.

2003 Acquisitions, page 7

16. We note your disclosure of the purchase price of the Congress
Center and NetPark properties from independent third parties.
Please
revise your disclosure to describe how the purchase price was
determined and then allocated among affiliates.  On page F-8, you
disclose that management received assistance from independent
valuation specialists regarding purchase price allocation.
Supplementally, please name these valuation specialists, the role
these specialists served, if any, in the initial purchase of the
properties, whether you obtained valuations from these valuation
specialists and the ongoing role these valuation specialists may
serve in assisting management with its capital investment decision
making.  Similarly, please address the purchase price of your 2002
acquisition of Bank of America Plaza West.

Netpark, Tampa, Florida, page 7

17. Please revise to name the affiliate that owns the remaining
50%
of the Netpark building.

18. Please revise to clarify the nature of your interest in this
property.  Also, please clarify what you mean by your
"proportionate
share" of the purchase price.

Results of Operations
Nine Months Ended September 30, 2004 Compared to Nine Months Ended
September 30, 2003, page 8

19. Please revise your results of operations disclosure throughout
to
quantify your period-to-period changes by percentage in addition
to
dollar amounts.  Further, where you list multiple factors as the
reasons for significant increases or decreases in income or
expenses,
revise to quantify the impact of each factor on the change.

Liquidity and Capital Resources
Cash Flows, page 10

20. Please tell us whether cash from operations has been and/or
will
be your sole cash source for paying distributions.  We note the
distributions previously paid and listed on page 26.   Revise to
disclose whether the distribution amounts differed among Classes
A, B
and C unitholders and whether in order to make an 8% return you
make
distributions in excess of funds available.

21. Revise your discussion here to discuss your cash flow
procedures
for making distributions.  Also, please disclose the percentage of
your distributions to date that have constituted returns of
capital
to each class of unitholders.

Please file all material loan agreements as Exhibits to this
registration statement.  Refer to Item 201 (c) and 601(b)(10) of
Regulation S-K.

22. For liquidity purposes, please describe whether you have a
current cash shortfall and whether there is a source for short-
term
borrowings available.  If so, please disclose the total dollar
amounts available.  For example, we note your discussion of future
borrowings from Cunningham and the $18 million available through
additional mortgages on your properties as disclosed on page 11.
Disclose whether these additional sources of short-term liquidity
bear restrictions that would make the proceeds unavailable for
distributions.

Notes Payable, page 11

23. We note that principal and interest on the $210,000 Cunningham
note were due on January 11, 2005.  Please revise to update this
disclosure to describe whether the payment was made.  Further,
revise
to disclose how you funded the remaining portion of the rate lock
deposit and whether it has been refunded.

Capital Resources - General, page 11

24. We note that your three primary uses of cash are to fund
distributions, capital investment in your portfolio properties,
and
new acquisitions.  Please revise to state your expected capital
requirements in each of these three general areas for the next
twelve
months.  Also discuss how you plan to fund these expenditures.

Financing, page 11

25. Please state the dollar amount of notes and contracts payable
at
December 31, 2003 and as of September 30, 2004.

Debt Service Requirements, page 13

26. Please revise to provide disclosure explaining the terms of
your
variable rate debt including ceilings, floors and terms of such
indebtedness.   For example, if the variable debt refers to the
Fleet
National Bank and Fleet Real Estate loans, please provide
disclosure
as to whether there are any floors or ceilings on the variable
rates.

Controls, page 14

27. Please provide to us supplementally specifics of each material
weakness that resulted from the items noted in your disclosure.
Include a discussion of the effect on individual line items in
your
financial statements, and your financial statements as a whole.

28. Please provide us with a schedule of the adjustments made to
close the books, or adjustments recorded in connection with or as
a
result of the audit by the independent accountants.  Clearly
explain
the reason for each adjustment.  For each adjustment, show us the
impact on net loss.  Quantify the net effect of all adjustments on
net income (loss).  Explain in detail why you believe the timing
of
each adjustment is appropriate.

Risk Factors, page 15

29. Please provide risk factor disclosure addressing the conflicts
of
interests between your company and Triple Net Properties, LLC,
Triple
Net Properties Realty, Inc., Mr. Anthony Thompson and other
related
property programs.  For example, we note Triple Net Properties,
LLC
acts as manager to several public and private property programs,
all
of which could compete for Triple Net Properties` services.

Item 3. Properties, page 18

30. Supplementally, please clarify the nature of your interest in
the
Manager`s office space located at 1551 N. Tustin Avenue, Suite 200
in
Santa Ana, California and whether you pay rent to the Manager to
utilize this space or reimburse the Manager`s expenses for the use
of
this office space.  Provide additional disclosure as appropriate.

Item 5.  Managers and Executive Officers, page 22

31. We note your disclosure that that the NNN 2002 Value Fund has
no
directors or executive officers and that the Manager holds sole
authority for directing NNN 2002 Value Funds business operations.
Please revise your director and executive officer disclosure to
discuss the fiduciary duty relationship between the Manager`s
board
of directors and the NNN 2002 Value Fund`s unitholders.  Moreover,
revise to disclose who holds the designation of principal
executive
officer and principal financial officer for NNN 2002 Value Fund.

32. Please revise to disclose whether any of the directors of your
Manager are independent, and if so, how you determined they were
independent.

33. Please revise your director and executive officer disclosure
to
reflect the term of office for each officer and director of the
Manager.  Based on Section 7.2 of the Operating Agreement, it
appears
the Manager`s officers and directors will hold office until the
manager is removed, withdraws or resigns.  We further note your
disclosure at the top of page 29 referring to removal of the
manager.
Therefore, please provide this disclosure explaining how the
manager`s term may be limited.  Refer to Item 401(a) of Regulation
S-
K.

Item 7: Certain Relationships and Related Transactions, page 24

34. We note that is does not appear that any of the fees you pay
to
any Triple Net party were negotiated and that the fees you pay may
be
higher than would have been obtained through arm`s length
negotiations.  Please revise to describe generally how the amounts
of
these fees were determined and how the amounts compare to fees
that
would be paid to an independent third party.

35. Revise to provide your disclosure of compensation to related
parties in tabular format.

36. We note your disclosure on page F-17 of loans from your
related
party, the Cunningham Lending Group LLC, in the amounts of
$210,000,
$31,000 and $55,000.  Revise to describe the terms of the August
9,
2004 Note Payable.

The Operating Agreement, page 24

37. Revise the second full paragraph regarding organizational
costs
and marketing expenses to clarify whether these co