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corresp

August 1, 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: Karen J. Garnett, Esq.

    Re:

    NNN 2002 Value Fund, LLC

    Amendment No. 3 to Registration Statement on Form 10

    (Registration Statement No. 000-51098)

    Amendment No. 1 to Form 10-K for Year Ended December 31, 2004

    Amendment No. 1 to Form 10-Q for Quarter Ended March 31, 2005

Ladies and Gentlemen:

     This letter is submitted on behalf of NNN 2002 Value Fund, LLC (the “Company”), together with
Amendment No. 1 to the Company’s Form 10-K, which was initially filed with the Securities and Exchange Commission
(the “Commission”) on April 27, 2005, and Amendment No.
1 to the Company’s Form 10-Q, which was initially filed with
the SEC on May 23, 2005 (together, the “Amendments”).

     Courtesy
copies of the Amendments will be delivered to you by the Company’s financial
printer, Bowne & Co., Inc., together with blacklined copies that
compare the Amendments to the initial filings. Unless set forth otherwise, page numbers in
the Company’s responses refer to pages in the Amendments and capitalized words used in this letter
without definition are used as defined in the Amendments.

          The remainder of this letter responds to the comments provided by the Staff in its letter to
the Company dated June 16, 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 by the Company.

     Please
note that we previously filed Amendment No. 3 to the Company’s
registration statement on Form 10 with the SEC on July 25, 2005,
and provided you with courtesy copies.

Securities and Exchange Commission, Division of Corporation Finance

August 1, 2005 – Page 2

    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.

    In response to the Staff’s request, the Company has revised its disclosure on page
18.

    Sale of Unregistered Securities, page 19

    2.

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

    In response to the Staff’s request, the Company has requested that we advise the Staff
supplementally that in each sale made pursuant to the offering the Company had a reasonable
basis to believe that each purchaser was an accredited investor, as defined in Regulation D
under the Securities Act, and was acquiring the Units for investment only and not with a
view to distribute, sell or otherwise transfer the Units. In each instance, the purchaser
had access to sufficient information regarding the Company so as to make an informed
investment decision. The Units were issued directly by the Company and did not involve a
public offering or general solicitation. The Company has also requested that we advise you
supplementally that it concluded that there was no general solicitation in connection with
this private offering as the Company conducted the offering through broker-dealers that had
pre-existing substantive relationships with each recipient of the Offering Memorandum.

    In Bateman Eichler, Hill Richards, Inc., SEC, Office of Chief Counsel, Div. Corp. Fin.
No-action letter (Dec 3, 1985) the Staff concluded that offerings by a broker-dealer, which,
on behalf of a number of sponsors, regularly acted as a selling agent on a best efforts
basis in connection with the offer and sale of limited partnership interests, would not be
deemed made by a general solicitation provided that the broker-dealer had a prior
substantive relationship with the offeree that would allow the broker-dealer to evaluate the
prospective offeree’s sophistication and financial circumstances. In the present case, the
Company has asked us to advise the Staff that the Company had received assurances from the
broker-dealers utilized in the private offering that the Offering Memorandum was only sent
to prospective investors with whom the broker-dealers knew to be accredited investors and
who had pre-existing substantive relationships with the broker-

Securities and Exchange Commission, Division of Corporation Finance

August 1, 2005 – Page 3

    dealers which allowed the broker-dealers to pre-select the prospective offerees on the
basis of whether or not the offered security would be suitable for the prospective offerees’
particular circumstances.

    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.

    In response to the Staff’s request, the Company has revised its disclosure on pages 24, 45
and F-23 to discuss the alternative selected by the board of managers.

    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 latest fiscal year.

    In response to the Staff’s request, the Company has revised its disclosure on pages 43 to
disclose the fee received by Realty in the amount of $780,000.

    Financial Statements

    5.

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

    In response to the Staff’s request, the Company has updated its financial statements.

    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 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.

    In response to the Staff’s request, the Company has
revised its disclosure on page 39 to
delete the term “sufficiently” and to disclose whether our 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

Securities and Exchange Commission, Division of Corporation Finance

August 1, 2005 – Page 4

weaknesses have had on your financial statements including discussion of whether your
auditors have made changes to your audited financial statements since the discovery of these
weaknesses.

In response to the
Staff’s request, the Company has revised its disclosure on page
39 to
detail the financial reporting issues and to disclose that while adjustments were made
during the preparation of the financial statements, no changes were made to our audited
financial statements.

In response to your request that we quantify the impact that our material weaknesses had on
our financial statements, the Company has asked us to advise the Staff that it believes that
quantification of said impact is not required under the Exchange Act
and, in any event, the disclosure is
not relevant in the context of the information provided in the Form 10-K. However, the
Company has asked us to supplementally provide the Staff with the following information in
response to your request:

The material weaknesses were identified prior to the commencement of the audit and the
filing of the financial statements. As part of the 2004 financial statement audit, Deloitte
proposed the following entries to our financial statements. The Company concurred with and
made these entries:

    Equity

    Income

    Assets

    Liabilities

    Accounts

    Statement

    Dr (Cr)

    Dr (Cr)

    Dr (Cr)

    Dr (Cr)

    Individual Pre-Tax Recorded Adjustments

    To
reclassify negative accounts receivable balance to  accounts payable & accruals

    2,900

    (2,900
    )

    To dispose in-place leases for early terminated tenant lease

    (6,609
    )

    6,609

    To dispose tenant relations for early terminated tenant lease

    (8,265
    )

    8,265

    To accrue for improvements performed during the period and not paid until subsequent period

    30,861

    (30,861
    )

    To accrue for expense related to current period and not paid until subsequent period

    (47,443
    )

    47,443

    To adjust property management bonus to actual per analysis

    15,981

    (15,981
    )

    To adjust accrued distributions to actual per analysis

    (2,426
    )

    2,426

    To adjust
amortization on SFAS 141 TI’s to actual per analysis

    388,423

    (388,423
    )

    To reclassify prepaid interest to correct account per analysis

    9,828

    (9,828
    )

    To adjust
equity in earnings for Congress Center to actual per analysis

    (117,985
    )

    117,985

    Total Recorded Adjustments

    299,153

    (77,477
    )

    2,426

    (224,102
    )

    Equity

    Accounts

    (e.g., Stock,

    End-of-

    Paid-in-

    Year

    Assets

    Liabilities

    Capital)

    Net Income

    Equity

    Total Recorded Adjustments (Net of Tax)

    299,153

    (77,477
    )

    2,426

    (224,102
    )

    (221,676
    )

Securities and Exchange Commission, Division of Corporation Finance

August 1, 2005 – Page 5

    As a result of these entries, Net Income was increased by $224,102, Total Assets were
increased by $299,153, Total Liabilities were increased by $77,477 and Total Equity was
increased by $221,676 in the audited financial statements.

    8.

    We note your discussion regarding ineffective disclosure controls and procedures,
material weaknesses, remedial measures not yet implemented, and the fact 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.

    In response to the Staff’s request, the Company has
revised the disclosure on page 39 to
specify that the Company compensated for the material weaknesses during the reporting period
through increased substantive testing of transactions by its internal audit staff along with
compensating analytics of all income statement and balance sheet periods presented to ensure
that there were no material misstatements for the periods presented.

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

    Item 4. Control and Procedures, pages 28-29

    9.

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

    The Company notes the above-mentioned comments and has responded accordingly.

    10.

    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.

    In response to the Staff’s request, the Company has
revised its disclosure on page 29 to
specifically describe any change in its internal control over financial reporting during the
quarter ended March 31, 2005.

    11.

    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.

    In response to the Staff’s request, the Company has
revised its disclosure on page 30 to
include the requested timeline.

Securities and Exchange Commission, Division of Corporation Finance

August 1, 2005 – Page 6

* * *

     The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure
in the above-referenced filings and Amendments thereto (together, the
“Filings”);

    •

    Staff comments or changes to disclosure in response to Staff comments in the
Filings reviewed by the Staff do not foreclose the Commission from taking any
action with respect to the Filings; and

    •

    the Company represents that it will not assert Staff comments as a defense
in any proceeding initiated by the Commission or any person under the Federal
securities laws of the United States.

     The Company would appreciate your earliest consideration of the Amendments and this response.
If you have any questions or require any additional information with respect to any of the matters
discussed in this letter, please call the undersigned at (714) 667-8252. Thank you.

    Very truly yours,

    /s/ Andrea R. Biller

    Andrea R. Biller, Esq.

    (Triple Net Properties, LLC)

    cc:

    Peter T. Healy, Esq.

    of O’Melveny & Myers LLP