SecProbe.io

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May 31, 2005

Mail Stop 4561

Anthony W. Thompson
Chief Executive Officer and
  Chairman of the Board of Managers
NNN 2003 Value Fund, LLC
1551 N. Tustin Avenue, Suite 200
Santa Ana, CA  92705

Re:	NNN 2003 Value Fund, LLC
	Form 10
	File No. 0-51295
      Filed May 2, 2005

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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 on 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 that 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 your statement that you do not believe that you will
operate in a manner that requires you to register as an
"investment
company" under the Investment Company Act of 1940.  We further
note
that you hold tenant in common interests.  Please supplementally
provide us a detailed analysis regarding your compliance with the
Investment Company Act of 1940, including a description of your
tenant in common interests and whether these interests would be
deemed securities for purposes of the Act.  Please refer to Triple
Net Leasing, LLC (August 23, 2000) and Sections 3(a)(1)(C) and
3(c)(5)(C) of the Act.

Item 1:  Business, page 1
3. We note that you were formed to purchase, own, operate and
subsequently sell all or a portion of a number of unspecified
"value
added" properties.  Please expand your disclosure to briefly
describe
the manner in which you own your properties, including whether you
hold tenant in common interests.
4. We note your statement that the nature and results of certain
of
your investments were not fully and accurately disclosed in your
prior performance tables.  Please expand your disclosure here and
on
pages 22 and 25 to clarify what aspects of your investments were
not
disclosed and what aspects of your investments were not disclosed
accurately.  Further, we note your statement that "in general, the
resulting effect is an overstatement of your Manager`s program and
aggregate portfolio operating results."  Please expand your
disclosure to briefly discuss and quantify this overstatement.
5. 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 in this section and on pages 22 and
44
to discuss the specific alternatives that the board of managers is
considering.
6. We note your acquisition standards listed on pages 2 and 3.
Please expand to disclose, if known, a more specific location for
any
properties you intend to acquire.  We note you currently own
properties in California, Nevada, and Texas.  Will you continue to
purchase properties in these locations?
7. Please describe your policy with respect to borrowing and
leverage.
8. Please provide a plan of operation for the remainder of the
fiscal
year or alternatively tell us why it is not appropriate.  See Item
101(a)(2) of Regulation S-K.

Item 2:  Financial Information, page 10

Management`s Discussion and Analysis
Scheduled Lease Expirations, page 13
9. We note your statement on page 13 that as of December 31, 2004,
your consolidated properties were 63.1% leased and 29.1% of such
leased square footage expires during 2005.  We also note that you
anticipate, but cannot assure, that approximately 80% of the
expiring
square footage will be renewed for another term.  Further, we note
your disclosure on page 37 that the leases expiring in 2005
represent
43.8% of the total annual base rent.
* Please expand your disclosure to discuss the basis of your
belief
that 80% of the square footage will be renewed.
* Please clarify, if true, that if you are unable to procure
renewals
or attract new tenants, less than 50% of your square footage will
be
leased as of December 31, 2005 and discuss the corresponding
decrease
in annual base rent.
* Please discuss whether you anticipate any rental price
reductions
or capital improvements associated with any renewals or new
leases.

Capital Resources, page 18

10. We note that your operating cash flow depends materially on
the
rents that you are able to charge your tenants and the ability of
your tenants to make their rental payments.  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 ability to obtain debt financing from Cunningham Lending
Group,
LLC.  Disclose whether these additional sources of short-term
liquidity bear restrictions that would make the proceeds
unavailable
for distributions.  In addition, please describe the terms of any
borrowings from your affiliate, Cunningham, including whether such
terms would be similar to those you would receive from a third
party.
11. We note that your primary uses of cash are to fund
distributions,
capital investment in your portfolio properties, new acquisitions
and
debt service.  Please revise to state your expected capital
requirements in each of these four general areas for the next
twelve
months.  Also discuss how you plan to fund these expenditures.
12. We note that you will require up to approximately $4,275,000
for
capital expenditures in the current fiscal year.  Please describe
in
more detail the tenant and capital improvements that you
anticipate
for the year, as well as any other planned or anticipated capital
expenditures.

13. We note that your distribution of amounts in excess of taxable
income has resulted in a return of capital.  Please revise to
discuss
why the portion of distributions representing a return of capital
went from 0% in 2003 to 54% in 2004.  Disclose whether this is a
trend you expect to continue.
14. We note that you may seek to obtain capital to pay
distributions
by means of secured or unsecured debt financing.  Please expand
your
disclosure to clarify whether you have relied on debt financing to
pay distributions in the past and whether you anticipate obtaining
financing to pay future distributions.  If not, please disclose
the
source of funds you have used in the past to pay distributions in
excess of taxable income.

Sale of Unregistered Securities, page 19
15. We note that you sold 10,000 units to 785 investors in a
private
placement, as well as disclosure on page 14 indicating that you
relied on Rule 506 of Regulation D for this offering.
Supplementally, please tell us the factual basis for your reliance
on
Regulation D.  Also, please tell us how you concluded there was no
general solicitation in connection with this offering.

Controls, page 23

16. Please explain to us the 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.

17. 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 loss.  Explain in detail why you believe the timing of each
adjustment is appropriate.

Risk Factors, page 25
18. Please avoid using phrases such as "material adverse effect"
or
"adverse impact" when describing the risks` effects.  Replace
this,
and similar language, with specific disclosure of how you, your
business, financial condition and results of operation would be
affected.
19. To the extent that you hold tenant in common interests, please
include a risk factor that addresses the risks associated with
such
interests, including the potential lack of unilateral foreclosure,
capital improvement and liquidation rights.

Distributions by us have and will in the future..., page 26
20. We note you have made distributions that constitute a return
of
capital.  Please expand your disclosure to quantify the extent of
this return of capital.

Lack of geographic diversity may expose us..., page 27
21. We note that your properties may face competition from other
properties owned, operated or managed by your Manager and its
affiliates.  Please revise your disclosure to include a separate
risk
factor addressing this conflict with your Manager and its
affiliates.
In addition, identify the affiliates and the specific geographic
markets in which you compete.

Dependence on significant tenants..., page 28
22. We note your statement that you have leased the IRS space to a
new tenant beginning August 1, 2005.  Please revise to briefly
describe the staggered occupancy and commencement rent dates of
the
new lease.

The conflicts of interest described below..., page 30
23. We note section 1.7 of the Operating Agreement regarding
certain
transactions.  Please expand your disclosure to briefly discuss,
if
true, that there are no restrictions on any manager, member or
executive officer from directly competing with you.

Our success is dependent on the performance of our Manager...,
page
30
24. Please expand to identify the key employees.

Item 3:  Properties, page 33
25. We note the statement in the Notes to the Consolidated
Financial
Statements that a certain amount of your rental income is from
tenants with leases which are subject to contingent rent
provisions.
Please expand your disclosure in this section to briefly describe
these contingent rent provisions and supplementally confirm that
the
annual rent listed on pages 5 and 37 is the minimum annual rent
that
you will receive regardless of any contingent rent provisions.
26. With respect to properties in which you own less than 100% of
the
interest and affiliated entities hold all or a portion of the
remaining interest, please expand your disclosure to describe how
the
purchase price was determined and then allocated among affiliates.
27. We note your disclosure on page 5 regarding the percentage of
leased space.  Please expand your disclosure in this section to
include the percentage of leased space for each property.
28. Please expand your disclosure on page 37 to clarify the types
of
leases associated with your properties.  For example, are any of
the
leases triple net leases, which, if they were to expire, would
cause
your expenses to increase in addition to any loss of rental
income?

Item 4:  Security Ownership, page 38
29. We note that members of the Board of Managers own units.
Please
expand your disclosure in this section and on page 43 to
individually
identify these members.

Item 5:  Managers and Executive Officers, page 38
30. Please identify any promoters or control persons.  Refer to
Item
401(g) of Regulation S-K.
31. We note that you have no directors or executive officers.
Please
expand your disclosure to state who holds the designation of
principal executive officer and principal financial officer for
NNN
2003 Value Fund, LLC.

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. We note your statement that members of the Board of Managers
serve for unlimited terms and your Manager`s executive officers
serve
at the discretion of the Board of Managers.  Based on Section 7.1
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 on page 49 referring to
removal of your Manager.  Please provide disclosure explaining how
the Manager`s term may be limited.  Refer to Item 401(a) of
Regulation S-K.

Item 11:  Description of Registrant`s Securities to be Registered,
page 45
34. Please revise to disclose or cross-reference to a description
of
any provision in your Articles of Organization that would have an
effect of delaying, deferring or preventing a change in control.
If
no such limits exist, please tell us supplementally.  Refer to
Item
202(a)(5) of Regulation S-K.

Term and Dissolution, page 49
35. We note that your term will continue indefinitely unless
terminated pursuant to the terms of the Operating Agreement.
Please
expand your disclosure to briefly describe these terms.

Repurchase Reserve, page 49
36. We note that under certain circumstances you may, in the sole
discretion of your Manager and upon request of a member,
repurchase
the units held by such member.  Please expand your disclosure to
briefly describe these circumstances.

Liabilities of Members, page 50
37. We note that, except as specified therein, the Operating
Agreement provides that your members will not be personally liable
for your expenses, liabilities or obligations.  Please expand your
disclosure to briefly describe the exceptions specified in the
agreement.

Financial Statements

General

38. Update your financial statements in accordance with Rule 3-12
of
Regulation S-X.

39. Explain to us why you have not included historical financial
statements for the Offices at Interwood (acquired on January 26,
2005
as disclosed on page F-25) and for Oakey Building, LLC (acquired
on
April 2, 2005 as disclosed on page F-14).

40. Explain to us how you considered the requirements of Rule 3-09
of
Regulation S-X with respect to your investment in 801 K Street,
Emerald Plaza and Enterprise Technology Center.

NNN 2003 Value Fund, LLC

Note 2 Summary of Significant Accounting Policies

Purchase Price Allocation, page F-9

41. We note your disclosure that your purchase price allocation is
subject to change.  Explain to us the information that you are
still
compiling related to the acquisition, the balance sheet items that
are subject to change, the potential amount of any change in those
items, and potential effect on amortization of assets.  Tell us
how
you considered the need to disclose this information in your
financial statements.

Concentration of Credit Risk, page F-11

42. We note the vacancy of a significant tenant at the Oakey
Building
subsequent to year end and the expected reduction in rental income
from 2005.  Explain to us how you considered the effect of this
event
in your impairment analysis of the property.

Statements of Revenues and Certain Expenses, page F-41

43. Tell us why you have not included financial statements of the
Properties for the 2004 interim period before their acquisition.

Unaudited Pro Forma Consolidated Statement of Operations, page F-
46

44. Explain to us why you have not given pro forma effect to the
subsequent acquisition of the Offices at Interwood and the
subsequent
sale of Financial Plaza.

45. Explain to us why you have not included a proforma balance
sheet
giving effect to the subsequent acquisition of the Offices at
Interwood and the subsequent sales of Satellite Place and
Financial
Plaza.

*	*	*

      As appropriate, please amend your filing and respond to
these