SecProbe.io

Mail Stop 3233
February 10, 2017

Via E -mail
Jean Ho
Chief Financial Officer
Rich Uncles NNN REIT, Inc.
3080 Bristol Street, Suite 550
Costa Mesa, CA  92626

Re: Rich Uncles NNN REIT, Inc.
 Post-Effective Amendment to Form  S-11
Filed  January 18, 2017
 File No.  333-205684

Dear Ms. Ho :

We have reviewed your  post-effective amendment  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this let ter by amending your registration statement  and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

How will your sponsor and advisor be compensated for their services?, page 9

1. We note your Amended and Res tated Advisory Agreement an d related disclosure
indicating that the Advisor will pay 50% of the pro rata portion of its Asset Management
Fee, Subordinated Participation Fee, and Liquidation Fee on a pro rata basis to Large
Investors.  Please revise to clar ify how the Advisor will make these  payments and to
explain whether the registrant  will be involved in the transactions.  If the payments are to
be made  directly  from the Advisor to the Large Investors, please clarify whether there are
any contractual arra ngements between the parties.

If I buy shares, will I receive distributions and how often?, page 14

2. We note your disclosures on pages 14 and 108 regarding "annualized rate of return,"
which appears to reflect the annualized distribution yield of your  declared distributions

Jean Ho
Rich Uncles NNN REIT, Inc.
February 10, 2017
Page 2

 from September 2016 through December 2016.  As you have not paid distributions at an
annualized distribution yield for two or more quarters, please remove the "Annualized
Rate of Return" column from pages 14 and 108.

3. We note you r disclosures regarding your distributions declared and paid on pages 14, 75,
and 108.   Please revise these disclosures to identify the source(s) of cash used to pay
your distributions .

Estimated Use of Proceeds, page 39

4. We note your revised disclosure i n footnote 2 that you have estimated acquisition fees
based on an assumption that half of your acquisition fees are paid by unaffiliated sellers
of properties you acquire and that half are paid by you.  Please revise your disclosure,
where appropriate, to explain the basis for this assumption.  Please also consistently
disclose the impact of this assumption on your estimated acquisition fees throughout the
filing.

Real Estate Investment, page 61

5. We note your investments in Rich Uncles Real Estate  Invest ment Trust I  in June,
November, and December 2016.  Please revise your disclosure to describe the nature of
your investments in your affiliated entity , including the rights and economic interests
associated with your common stock ownership  in Rich Uncles R eal Estate Investment
Trust I .  Please also tell us why you believe it is appropriate to include property -level data
of Rich Uncles R eal Estate Investment Trust I.

6. Please revise to indicate whether you will continue to invest in Rich Uncles Real Estat e
Investment Trust I and whether there is any limit on the amount you will invest in the
entity.  Please also expand upon your disclosure to explain your strategy as it relates to
investments in securities of other entities, including but not limited to Rich  Uncles Real
Estate Investment Trust I.

7. Please revise your disclosure relating to conflicts of interest to address the conflicts that
arise from your investments in Rich Uncles Real Estate Investment Trust I.  By way of
example only, it appears from this arrangement that your Advisor and Sponsor may be
receiving an asset management fee from both you and Rich Uncles Real Estate
Investment Trust I based on the same underlying assets held by Rich Uncles Real Estate
Investment Trust I.  Please also revise  your disclosure to specify any procedures you have
in place to address the conflicts existing from your investments in Rich Uncles Real
Estate Investment Trust I.

Redeemable Common Stock, page 80

Jean Ho
Rich Uncles NNN REIT, Inc.
February 10, 2017
Page 3

 8. We note your disclosure that 832 shares were tendered  for redemption as of September
30, 2016, and that they were repurchased on October 3, 2016.  Please revise your
disclosure to identify the source of cash used to fund the fulfilled redemption requests
and to state the average price per share for shares re deemed.

Share Repurchase Program, page 113

Post-NAV Calculation, page 115

9. We note your disclosure on page 115 that any determination to repurchase fewer shares
than have been requested to  be repurchased may be made immediately prior to the
applicable dat e of repurchase, and that you will disclose any such determination to your
current and prospective stockholders.  Please revise your disclosure to state the time
frame within which you will disclose such a determination to your current and
prospective stoc kholders and by what means you will do so.  Please also indicate whether
such disclosure will remind shareholders with unsatisfied repurchase requests that their
requests must be resubmitted at the start of the next month or quarter, as applicable.

10. Please file your updated Share Repurchase Program as an exhibit to the registration
statement.

Supplemental Sales Material, page 119

11. Please confirm that you will submit sales material to be used in connection with this
offering to us prior to its use, as r equired by Item 19.D of Industry Guide 5.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please con tact Sandra Hunter, Staff Attorney,  at (202) 551 -3758 or me at  (202) 551 -3466
with any other questions.

Sincerely,

 /s/ Coy Garrison

Coy Garrison
Special Counsel
Office of Real Estate and
Commodities

cc: Gregory W. Preston, Esq.
 Corporate Law Solu tions, P.C.