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[RW HOLDINGS NNN REIT, INC. LETTERHEAD]

3090 Bristol Street, Suite
550

Costa Mesa, CA 92626

March 6, 2018

VIA EDGAR

Mr. Robert F. Telewicz, Jr.

Branch Chief, Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: RW Holdings NNN REIT

Form 10-K for the fiscal year ended
December 31, 2016

Filed April 3, 2017

File No. 000-55776

Dear Mr. Telewicz:

This letter sets forth
the responses of RW Holdings NNN REIT, Inc. (the “Company”) to the comment of the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) contained in your letter dated December 22, 2017 (the “Comment
Letter”), regarding the above-referenced filing with the Commission. For the convenience of the Staff, the Staff’s
comment is restated in italics prior to the response to such comment.

Introductory
Note: To facilitate the Staff’s review of the Company’s response to the comment below, Appendix A
hereto summarizes each of the Company’s real property acquisitions during 2016 and 2017 and the information
needed to calculate the significance of each of those acquisitions at specified points in time.

Further, below is a
general summary of the requirements considered by the Company in connection with its assessment of the significance of each of
its real property acquisitions:

Sections 2305.2 and
2340 of the Staff’s Financial Reporting Manual (“FRM”) generally require a registrant who has acquired a property
subject to a triple net lease to provide full audited financial statements of the lessee or guarantor for the periods required
by Rules 8-02 and 8-03 of Regulation S-X, if the acquisition results in a “significant” asset concentration. In FRM
Section 2340, the Staff has indicated that “[a]n asset concentration is generally considered ‘significant’ if
it exceeds 20% of the registrant’s assets as of its most recent balance sheet.” In FRM Section 2340, the Staff has
instructed that registrants should consider significant asset concentration when preparing, among other filings, registration statements
under the Securities Act of 1933 (“Securities Act registration statement”), an annual report on Form 10-K or a current
report on Form 8-K filed in connection with a property acquisition.

    Mr. Robert F. Telewicz, Jr., March 6, 2018

Where an acquired property
is not subject to a triple-net lease, or where the asset concentration of an acquired property that is subject to a triple net
lease and has a rental history is less than 20%, a company would generally be required to provide financial statements of the property
pursuant to Rule 8-06 (or Rule 3-14, as applicable) if the property represented more than 10% of the company’s total assets
at the time of acquisition. Any such financial statements are generally required to be included in a Form 8-K or an amendment thereto
that is filed with the Commission within the time period specified in Item 9.01 thereof. See FRM Section 2310.3. In addition,
such financial statements are also generally required to be included (or incorporated by reference) in each Securities Act registration
statement filed with the Commission for each completed acquisition made during each year and subsequent interim period presented
in the company’s financial statements included in the Securities Act registration statement. See FRM Section 2310.1.
Notwithstanding the foregoing, where a registrant acquires a property that does not have a leasing history, such as a previously
owner-occupied property, or a property that has a leasing history of less than three months, financial statements of the property
are not required to be provided. See FRM Section 2330.10.

In the case of triple-net
leased properties subject to Section 2340 of the FRM, significance is generally calculated as of the latest balance sheet date.
See FRM Section 2340. For purposes of the acquisition of real estate operations for which financials statements would be
required by Rule 8-06 of Regulation S-X, significance is generally calculated based on a company’s total assets at the latest
audited fiscal year end. See FRM Section 2315.1. However, where a company is in a distribution period for a “blind
pool” offering, significance is instead computed by comparing the company’s investment in the property to its total
assets as of the acquisition date plus the proceeds (net of commissions) that are in good faith expected to be raised during the
next 12 months. See FRM Section 2325.3.

Commencing in July
2016, the Company commenced a “blind pool” offering governed by Section 2325.3 of the FRM. The Company registered on
Form S-11 100,000,000 shares at an initial selling price of $10.00 per share for a maximum of $1,000,000,000. The Company made
projections of the expected raise from this blind pool offering. Since the Company’s sponsor had recently completed a blind
pool intrastate offering of a similar asset class, the actual dollars raised in that offering were one of the factors that was
considered when projecting the expected raise from this blind pool offering. Another factor was that the intrastate offering was
for California residents only and this blind pool offering would be sold, subject to blue sky approvals, in additional states. The
projected raise was revised on a periodic basis as information on actual sales became available. The information about the expected
raise for the next twelve months is included in the Appendix.

Form 10-K for the
year ended December 31, 2016

General

 1. Please tell us how you considered the need to provide audited
financial statements of tenants that occupy properties purchased during 2017 or 2016 or audited financial statements of the operations
of these properties. Please provide us with your significance test for all properties acquired in 2016 or 2017 in your response.
Please refer to Rule 8-06 of Regulation S-X.

 2 of 7

Mr. Robert F. Telewicz, Jr., March 6, 2018

Response:
Appendix A summarizes each of the properties acquired by the Company during 2016 and 2017 and the information needed to
calculate the significance. The calculation of the significance on the acquisition date was calculated using the total assets
at the end of the most recent prior quarterly period. Since the Company’s assets grew during each quarterly period the
percentages disclosed would be greater than the actual percentages if they were calculated on the acquisition date because of
the dollars raised during the period from the end of the most recent prior quarter end and the acquisition date. With respect
to the 2016 and 2017 acquisitions:

Accredo
(6/15/2016): In connection with the acquisition, the Company assumed a triple-net lease with respect to the property. As of
the acquisition date of this property the Company’s total assets were $200,000. Using the significance test applicable to
“blind pool” offerings during the distribution period, this property represented approximately 6.7% of the Company’s
total assets (assuming $160.1 million of total offering proceeds by the end of the next 12 months). Because the property’s
significance did not exceed 10% of the Company’s total assets based on the significance test for “blind pool”
offerings, no Rule 8-06 financial statements or tenant financial statements were required for this acquisition.

Walgreens
(6/21/2016). In connection with the acquisition, the Company assumed a triple-net lease with respect to the property. As of
the acquisition date of this property the Company’s total assets were $200,000. Using the significance test applicable to
“blind pool” offerings during the distribution period, this property represented approximately 3.1% of the Company’s
total assets (assuming $160.1 million of total offering proceeds by the end of the next 12 months). Because the property’s
significance did not exceed 10% of the Company’s total assets based on the significance test for “blind pool”
offerings, no Rule 8-06 financial statements or tenant financial statements were required for this acquisition.

Dollar
General Portfolio (11/4/2016): On November 4, 2016, the Company acquired a portfolio of six Dollar General properties pursuant
to one purchase and sale agreement. Therefore, they are considered one acquisition. In connection with the acquisition, the Company
assumed six triple-net leases with respect to these properties. The properties comprising the Dollar General portfolio represented
approximately 39.3% of the Company’s total assets as of their acquisition date. However, using the significance test applicable
to “blind pool” offerings during the distribution period, the Dollar General portfolio represented approximately 5.2%
of the Company’s total assets (assuming $135.5 million of total offering proceeds by the end of the next 12 months). Because
the property’s significance did not exceed 10% of the Company’s total assets based on the significance test for “blind
pool” offerings, no Rule 8-06 financial statements or tenant financial statements were required for this acquisition.

Dana (12/27/2016):
In connection with the acquisition, the Company assumed a triple-net lease with respect to the property. This property represented
approximately 46.0% of the Company’s total assets as of its acquisition date. Using the significance test applicable to “blind
pool” offerings during the distribution period, this property represented 6.1% of the Company’s total assets (assuming
$135.5 million of total offering proceeds by the end of the next 12 months). Because the property’s significance did not
exceed 10% of the Company’s total assets based on the significance test for “blind pool” offerings, no Rule 8-06
financial statements or tenant financial statements were required for this acquisition.

 3 of 7

Mr. Robert F. Telewicz, Jr., March 6, 2018

Northrup
Grumman (3/7/2017): In connection with the acquisition, the Company assumed a triple-net lease with respect to the property.
This property represented approximately 33.2% of the Company’s total assets as of its acquisition date. Using the significance
test applicable to “blind pool” offerings during the distribution period, this property represented approximately 3.7%
of the Company’s total assets (assuming $326.7 million of total offering proceeds by the end of the next 12 months). Because
the property’s significance did not exceed 10% of the Company’s total assets based on the significance test for “blind
pool” offerings, no Rule 8-06 financial statements or tenant financial statements are required for this acquisition.

exp US
Services (3/27/2017): In connection with the acquisition, the Company assumed a triple-net lease with respect to the property.
This property represented approximately 16.8% of the Company’s total assets as of its acquisition date. Using the significance
test applicable to “blind pool” offerings during the distribution period, this property represented approximately 1.9%
of the Company’s total assets (assuming $326.7 million of total offering proceeds by the end of the next 12 months). Because
the property’s significance did not exceed 10% of the Company’s total assets based on the significance test for “blind
pool” offerings, no Rule 8-06 financial statements or tenant financial statements are required for this acquisition

Harley
(4/13/2017): This property was previously owner-occupied and, therefore, there was no prior rental history at the time of its
acquisition by the Company. In connection with the acquisition, the Company entered into a triple-net lease with the original owner
of the property. This property represented approximately 20.4% of the Company’s total assets as of its acquisition date.
Using the significance test applicable to “blind pool” offerings during the distribution period, this property represented
approximately 7.0% of the Company’s total assets (assuming $123.2 million of total offering proceeds by the end of the next
12 months). Because this property was a sale/leaseback with no prior rental history, no Rule 8-06 financial statements were required.

Wyndham
and Williams Sonoma (6/22/2017): These two properties were purchased pursuant to one purchase and sale agreement. Therefore,
there are considered one acquisition. In connection with the acquisition, the Company assumed the triple-net lease with respect
to each property. The properties comprising this acquisition represented approximately 26.8% of the Company’s total assets
as of their acquisition date. However, using the significance test applicable to “blind pool” offerings during the
distribution period, the properties comprising this acquisition represented approximately 8.0% of the Company’s total assets
(assuming $122.0 million of total offering proceeds by the end of the next 12 months). Because the acquisition’s significance
did not exceed 10% of the Company’s total assets based on the significance test for “blind pool” offerings, no
Rule 8-06 financial statements or tenant financial statements are required for this acquisition.

 4 of 7

Mr. Robert F. Telewicz, Jr., March 6, 2018

Omnicare
(7/20/2017): In connection with the acquisition, the Company assumed a triple-net lease with the respect to the property. At
the time of its acquisition, this property represented approximately 7.7% of the Company’s total assets as of its acquisition
date. However, using the significance test applicable to “blind pool” offerings during the distribution period, this
property represented approximately 3.4% of the Company’s total assets (assuming $122.0 million of total offering proceeds
by the end of the next 12 months). Because the property’s significance did not exceed 10% of the Company’s total assets
based on the significance test for “blind pool” offerings, no Rule 8-06 financial statements or tenant financial statements
are required for this acquisition.

EMCOR (8/29/2017):
In connection with the acquisition, the Company assumed a triple-net lease with the respect to the property. At the time of its
acquisition, this property represented approximately 6.5% of the Company’s total assets as of its acquisition date. However,
using the significance test applicable to “blind pool” offerings during the distribution period, this property represented
approximately 2.8% of the Company’s total assets (assuming $122.0 million of total offering proceeds by the end of the next
12 months). Because the property’s significance did not exceed 10% of the Company’s total assets based on the significance
test for “blind pool” offerings, no Rule 8-06 financial statements or tenant financial statements are required for
this acquisition.

Fujifilm
(9/28/2017): In connection with the acquisition, the Company assumed a triple-net lease with the respect to the property. At
the time of its acquisition, this property represented approximately 31.3% of the Company’s total assets as of its acquisition
date. Using the significance test applicable to “blind pool” offerings during the distribution period, this property
represented approximately 13.7% of the Company’s total assets (assuming $122.0 million of total offering proceeds by the
end of the next 12 months). Because the property’s significance exceeded 10% of the Company’s total assets based on
the significance test for “blind pool” offerings, Rule 8-06 financial statements were required for this acquisition.
A Form 8-K (Items 1.01, 2.01, 2.03 and 9.01) reporting, among other things, completion of this acquisition was filed with the Commission
on October 4, 2017 and an amendment to such Form 8-K was filed with the Commission on December 14, 2017 to include the required
Rule 8-06 financial statements under Item 9.01.

Husqvarna
(11/30/2017): In connection with the acquisition, the Company assumed a triple-net lease with the respect to the property.
At the time of its acquisition, this property represented approximately 9.7% of the Company’