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Correspondence

February 28, 2005

VIA EDGAR AND OVERNIGHT COURIER

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0306

Attn: Ms. Karen J. Garnett

         Re:
    NNN 2002 Value Fund, LLC

Amendment No. 1 to Registration Statement on Form 10

(Registration Statement No. 000-51098)

Ladies and Gentlemen:

     This letter is submitted on behalf of NNN 2002 Value Fund, LLC, a Virginia limited liability
company (the “Company”), together with Amendment No. 1 (“Amendment No. 1”) to the Company’s
registration statement on Form 10 (the “Form 10 Registration Statement”), which was initially filed
with the Securities and Exchange Commission (the “Commission”) on December 30, 2004.

     Courtesy copies of Amendment No. 1 will be delivered to you by the Company’s financial
printer, Bowne & Co., Inc., together with blacklined copies which compare Amendment No. 1 to the
Form 10 Registration Statement. Unless set forth otherwise, page numbers in the Company’s
responses refer to pages in Amendment No. 1 and capitalized words used in this letter without
definition are used as defined in Amendment No. 1.

     On behalf of the Company, the remainder of this letter responds to the comments provided by
the Staff in its letter which was delivered to the Company on January 31,

Securities and Exchange
Commission, Division of Corporation Finance, February 28, 2005 – Page 2

2005 (the “Comment Letter”). The Company’s responses below are numbered to correspond to the
numbered paragraphs in the Comment Letter. For your convenience, we repeat in bold italics each of
the Staff’s comments prior to each response.

Registration Statement on Form 10

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.

    In response to the Staff’s request, the Company revised
the disclosure on the cover page and pages 2, 8, 15 and 35-36 to
include disclosure regarding each class of securities sold.

    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.

    In response to the Staff’s request, the Company provided the Staff copies of the Private
Placement materials. The Company has also asked us to advise the Staff supplementally that
the Company has not previously prepared or distributed annual reports to Unit holders and
that the Company intends to prepare and distribute an annual report for the year ended
December 31, 2004 within the timeframe specified in 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.

    The Company has asked us to advise the Staff supplementally that the disclosure in the Form
10 Registration Statement stating that the Company holds 12.3% of Congress Center as an
unconsolidated entity is correct. In addition, please see the

Securities and Exchange
Commission, Division of Corporation Finance, February 28, 2005 – Page 3

    Company’s response to item 5 below for additional information with respect to A REIT,
Inc. (“A REIT”).

    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 calculated rental income versus the gross
revenues in the Form S-11. We may have further comments.

    In response to the Staff’s request, the Company has asked us to advise the Staff
supplementally that the financial information regarding the Company
in the prior performance tables in the A REIT Form S-11 was unaudited
and prepared on a cash basis whereas the financial information on the
Company’s Form 10 Registration Statement was audited and
prepared on a GAAP basis. In addition, the Company has asked us to
advise the Staff that in the A REIT Form S-11, the gross revenues on
A-40 erroneously included 100% of revenues for Congress Center
instead of 12.3% of revenues reflecting the Company’s 12.3%
ownership interest in Congress Center. Furthermore, the Company has
asked us to advise the Staff that the rental income figures provided
in the Form 10 Registration Statement are correctly reported on a
GAAP basis. Finally, the Company has asked us to advise the Staff
that on February 15, 2005, A REIT filed Post-Effective Amendment No.
1 to its registration statement on Form S-11 (the "A REIT Post-Effective Amendment) to
deregister all the securities covered by A REIT’s
registration statement and terminate A REIT’s public offering.
The A REIT Post-Effective Amendment disclosed that no securities of A
REIT were sold or issued. In Addition, on February 23, 2005, A
REIT filed a Form 15 to suspend its duty to file reports under the
Exchange Act.

    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.

    The Company has asked us to advise the Staff supplementally
that although the line item in the A REIT prior performance tables in
A REIT’s Form S-11 indicated that net income was presented on a
GAAP basis, in fact, the financial information regarding the Company
in the prior performance tables in the A REIT Form S-11 was prepared
and presented on a cash basis. In addition, the Company has asked us
to advise the Staff that the financial information in the prior
performance tables was unaudited whereas the financial information in
the Form 10 was audited, and further, that in the A REIT Form S-11,
the net income reported on A-40 erroneously reflected 100% of
revenues for Congress Center instead of 12.3% of revenues reflecting
the Company’s 12.3% ownership interest in Congress Center.
Furthermore, the Company has asked us to advise the Staff that the
net loss figures provided in the Form 10 Registration Statement are
correctly reported on a GAAP basis. Finally, as stated in response
no. 5, the A REIT Post-Effective Amendment disclosed that no
securities were sold or issued in the A REIT public offering and that
pursuant to the A REIT Post-Effective Amendment, A REIT deregistered
all the securities covered in the offering and terminated the
offering. Also, as stated in response no. 5, A REIT has filed a Form
15 to suspend its duty to file reports under the Exchange Act.

Securities and Exchange
Commission, Division of Corporation Finance, February 28, 2005 – Page 4

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.

    In response to the Staff’s request, the Company revised
the disclosure on pages 4-6 to
include organizational charts that visually describe the Company’s business
relationships and the ownership of the Company’s Manager, the Property Manager, and any
programs which co-own the Company’s three properties.

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

    In response to the Staff’s request, the Company revised the disclosure on page 3 to
include disclosure addressing the fact that the Company does not have any employees and to
explain that employees of the Manager provide services to the Company.

    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.

    In response to the Staff’s request, the Company revised
the disclosure on pages 6 and 22 to
include disclosure addressing the competitive conditions in the Company’s industry and the
other property programs run by Triple Net Properties that compete with the Company 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.

    In response to the Staff’s request, the Company revised the disclosure on page 3 to
include the Manager’s website and contact information, and the contact information for the
SEC’s Public Reference Room. The Company does not have its own website, and this fact is
also disclosed on the referenced page.

    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.

Securities and Exchange
Commission, Division of Corporation Finance, February 28, 2005 – Page 5

    In response to the Staff’s request, the Company revised the disclosure on page 2 to
include disclosure addressing the fact that the Company is not a registered investment
company and that the Unit holders 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.

    In response to the Staff’s request, the Company revised the disclosure on page 3 to
include disclosure clarifying that, absent any breaches of the Operating Agreement, the
Manager may not be terminated by a vote of the Unit holders without cause prior to the
termination of the Operating Agreement or dissolution of the Company. The Company has also
asked us to advise the Staff supplementally that the Management Agreement may be terminated
with respect to any of the Company’s properties without cause prior to the termination of
the Management Agreement or the dissolution of the Company subject to certain conditions,
including the payment by the Company to Realty of a termination fee as provided in the
Management Agreement.

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.

    In response to the Staff’s request, the Company has revised the disclosure to
eliminate the references to the statutory safe harbors described in the PSLRA of 1995,
Sections 27A of the Securities Act and 21E of the Exchange Act and to remove disclosure
from the Form 10 indicating that the Company may rely on the statutory safe harbor.

Securities and Exchange
Commission, Division of Corporation Finance, February 28, 2005 – Page 6

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.

    The Company has asked us to advise the Staff supplementally that the Private Placement
Memorandum specified a target return to investors in the Company of 8% annually on their
investment and that, as described in the Private Placement Memorandum, the Operating
Agreement provides for returns of varying priorities for the holders of Class A Units,
Class B Units and Class C Units for applicable distributions surpassing an 8% return to
investors. In addition, the Company has asked us to advise the Staff supplementally that
the Company’s 8% annual target return was based on the Company’s assumptions of applicable
market conditions and its understanding thereof. In response to the Staff’s request, the
Company has revised the disclosure on pages 2, 8 and 35-36 to balance the discussion of the Company’s
distribution objective with disclosure of the Company’s 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 you