SecProbe.io

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   June 16, 2005

Mail Stop 4561

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
	Amendment No. 2 to Form 10
      Filed May 13, 2005
	File No. 0-51098
		Form 10-K for Year Ended December 31, 2004
		Filed on April 27, 2005
		Form 10-Q for the Quarter Ended March 31, 2005
		Filed on May 23, 2005

Dear Mr. Thompson:

      We have reviewed your filings and have the following follow-
up
comments.  Where indicated, we think you should revise your
documents
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
filings.
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.

Registration Statement on Form 10

Capital Resources, pages 17-18

1. In connection with your response to prior comment 14 from our
last
letter dated March, 24, 2005, we note you now specify that $4.6
million will be expended on capital improvements to the Netpark
property.  Since you own only a 50% tenant-in-common interest,
please
revise your disclosure to state whether the other owners,
including
your affiliates, will contribute an equal amount to fund tenant
and/or capital improvements, and if not, why.

Sale of Unregistered Securities, page 19

2. We note your disclosure that you sold nearly 6,000 units to 622
investors relying on Rule 506 of Regulation D and Section 4(2).
Supplementally, please tell us whether all investors were
accredited
investors.  Also, please explain how you identified such a large
number of purchasers without conducting a general solicitation.

Prior Performance Tables, page 23
3. We note that your manager`s board of managers is considering
alternatives to address the errors in the prior performance
tables.
Please expand your disclosure to discuss the specific alternatives
that the board of managers is considering.

Item 7. Certain Relationships and Related Transactions, page 40

4. We note your response to prior comment 21.  Please revise the
disclosure in this section to disclose the $585,000 the Manager
received in connection with the sale of the Bank of America Plaza
West property.  Refer to Item 404(a) of Regulation S-K, which
requires disclosure since the beginning of your last fiscal year.

Financial Statements

5. Update your financial statements pursuant to 3-12 of Regulation
S-
X.

Form 10-K for the Year Ended December 31, 2004

Item 9.A. Controls and Procedures, pages 38-39
6. We note that your disclosure states "We have concluded that our
disclosure controls and procedures need to be strengthened and are
not sufficiently effective . . . ."  It is unclear what you mean
when
you say "sufficiently effective."  Please revise to remove the
term
"sufficiently" and to disclose an unqualified conclusion as to
whether your disclosure controls and procedures are effective or
not
effective.

7. The first full paragraph on page 39 states that you undertake
to
design improved internal control procedures to address a "number
of
financial reporting issues."  Revise to detail these issues.
Also,
please quantify the impact that your material weaknesses have had
on
your financial statements including a discussion of whether your
auditors have made changes to your audited financial statements
since
the discovery of these weaknesses.

8. Please clearly describe each change to your internal control
over
financial reporting for the period covered by this report that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  See Item 308(c)
of
Regulation S-K.
9. We note your discussion regarding ineffective disclosure
controls
and procedures, material weaknesses, remedial measures not yet
implemented, and the fact that your evaluation of these items is
on-
going.  In light of these disclosures, please tell us
supplementally
how you concluded that there are no material inaccuracies or
material
misstatements in your financial statements.  We may have further
comments.

Form 10-Q for the Quarter Ended March 31, 2005

Item 4. Control and Procedures, pages 28-29

10. As appropriate, please apply the above-mentioned Form 10-K
comments to your Form 10-Q`s Controls and Procedures disclosure.

11. Revise paragraph (b) on page 29 to specifically describe any
change in your internal control over financial reporting
identified
in connection with your evaluation for the last fiscal quarter
ended
March 31, 2005.  See Item 308(c) of Regulation S-K.

12. Revise to include a timeline of when you believe the
compensating
and remedial controls necessary to correct the significant
deficiencies and material weaknesses discovered by your auditors,
which have been under evaluation for the prior two quarters, will
be
implemented.

*  *  *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendments that key your responses to our comments and
provide any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

	You may contact Robert Telewicz at (202) 551-3438 or Kathleen
Collins, Accountant Branch Chief, at (202) 551-3730 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Neil Miller at (202) 551-3442 or me at
(202)
551-3780 with any other questions.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	Peter T. Healy, Esq. (via facsimile)
	O`Melveny & Myers LLP

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Mr. Anthony W. Thompson
NNN 2002 Value Fund, LLC
June 16, 2005
Page 1

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