SecProbe.io

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 MODIV INDUSTRIAL, INC.
 2195 South Downing Street
 Denver, CO 80210

 June 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate and Construction
 100 F Street, NE
 Washington, D.C. 20549
 Attn: Ruairi Regan

 Re:

 Modiv Industrial, Inc.
 Registration Statement on Form S-3
 File No. 333-287684

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Modiv Industrial, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the registration statement on Form S-3
 (File No. 333-287684) (the “Registration Statement”), to 4:05 p.m., Eastern Time, on June 27, 2025, or as soon as practicable thereafter.

 We understand that the Staff will consider this request as confirmation by the Registrant of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of
 the securities covered by the Registration Statement. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morrison & Foerster LLP, by calling Andrew P. Campbell at (202) 887-1584.

 Very truly yours,

 Modiv Industrial, Inc.

 /s/ Aaron S. Halfacre

 Name: Aaron S. Halfacre

 Title:   President and Chief Executive Officer

 cc:

 Raymond J. Pacini
 John C. Raney
    Modiv Industrial, Inc.
 Andrew P. Campbell
 Ryan J. Adams
    Morrison & Foerster LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 6, 2025

Aaron S. Halfacre
President and Chief Executive Officer
Modiv Industrial, Inc.
2195 South Downing Street
Denver, CO 80210

 Re: Modiv Industrial, Inc.
 Registration Statement on Form S-3
 Filed May 30, 2025
 File No. 333-287684
Dear Aaron S. Halfacre:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 contact Ruairi Regan at 202-551-3269 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Andrew P. Campbell, Esq.
</TEXT>
</DOCUMENT>

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    Modiv Inc.

      120 Newport Center Drive

      Newport Beach, California 92660

    May 31, 2022

    VIA EDGAR

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    Main Filing Desk

    100 F Street, N.E.

    Washington, D.C.  20549

    Attention:  Catherine De Lorenzo

          Re:

            Modiv Inc.

    Registration Statement on Form S-3

    File No. 333-263985

    Request for Acceleration

    Dear Ms. De Lorenzo:

    Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act
      of 1933, as amended, Modiv Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-3 be accelerated to 12:00 p.m., Eastern Time, on June 2, 2022, or as soon as practicable thereafter.

    Please contact Lauren Prevost of Morris, Manning & Martin, LLP via telephone at (404) 504-7744 or via e-mail at lprevost@mmmlaw.com
      with any questions you may have. In addition, please notify Ms. Prevost when this request for acceleration has been granted.

              Sincerely,

              Modiv Inc.

              /s/ Aaron S. Halfacre

              Name:

              Aaron S. Halfacre

              Title:

              President and Chief Executive Officer

              cc:

              Raymond J. Pacini

    John Raney, Esq.

    Lauren B. Prevost, Esq.

    Seth K. Weiner, Esq.

CORRESP
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    Modiv Inc.

      120 Newport Center Drive

      Newport Beach, California 92660

    May 26, 2022

    VIA EDGAR

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    Main Filing Desk

    100 F Street, N.E.

    Washington, D.C.  20549

            Attention:

            Catherine De Lorenzo

            Re:

            Modiv Inc.

            Registration Statement on Form S-3

            File No. 333-263985

            Request for Acceleration

    Dear Ms. De Lorenzo:

    Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under
      the Securities Act of 1933, as amended, Modiv Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-3 be accelerated to 12:00 p.m., Eastern Time, on May 31, 2022, or as soon as practicable thereafter.

    Please contact Lauren Prevost of Morris, Manning & Martin, LLP via telephone at (404) 504-7744 or via e-mail at
      lprevost@mmmlaw.com with any questions you may have. In addition, please notify Ms. Prevost when this request for acceleration has been granted.

            Sincerely,

            Modiv Inc.

            /s/ Aaron S. Halfacre

            Name:

            Aaron S. Halfacre

            Title:

            President and Chief Executive Officer

            cc:

            Raymond J. Pacini

            John Raney, Esq.

            Lauren B. Prevost, Esq.

            Seth K. Weiner, Esq.

CORRESP
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    Modiv Inc.

      120 Newport Center Drive

      Newport Beach, California 92660

    May 26, 2022

    VIA EDGAR

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    Main Filing Desk

    100 F Street, N.E.

    Washington, D.C.  20549

    Attention:  Catherine De Lorenzo

            Re:

            Modiv Inc.

            Registration Statement on Form S-3

            File No. 333-263985

    Withdrawal of Request for Acceleration

    Dear Ms. De Lorenzo:

    Reference is made to our letter, filed as correspondence via EDGAR on May 26, 2022, in which we requested that the effective date of the
      above-captioned Registration Statement on Form S-3 be accelerated to 12:00 p.m., Eastern Time, on May 31, 2022, or as soon as practicable thereafter. We are no longer requesting that such Registration Statement on Form S-3 be declared effective at
      that time and hereby formally withdraw the request for acceleration pursuant to the May 26, 2022 letter.

    Thank you for your assistance in this matter

            Sincerely,

            Modiv Inc.

            /s/ Aaron S. Halfacre

            Name:

            Aaron S. Halfacre

            Title:

            President and Chief Executive Officer

            cc:

            Raymond J. Pacini

            John Raney, Esq.

            Lauren B. Prevost, Esq.

            Seth K. Weiner, Esq.

United States securities and exchange commission logo
April 5, 2022
Aaron S. Halfacre
Chief Executive Officer, President and Director
MODIV INC.
120 Newport Center Drive
Newport Beach, CA 92660
Re:MODIV INC.
Registration Statement on Form S-3
Filed March 30, 2022
File No. 333-263985
Dear Mr. Halfacre:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Catherine De Lorenzo at 202-551-4079 or Ruairi Regan at 202-551-
3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark D. Stern, Esq.

CORRESP
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    February 9, 2022

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Mr. Joseph Ambrogi

            Re:

            Modiv Inc. (the “Company”)

            Registration Statement on Form S-11 (File No. 333-261529)

            Acceleration Request

            Requested Date: Thursday, February 10, 2022

            Requested Time: 4:00 p.m. Eastern Time

    Dear Mr. Ambrogi:

    As the underwriter of the Company’s proposed public offering, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
      “Act”), we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on February
      10, 2022, or as soon as practicable thereafter.

    Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that
      there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure the
      adequate distribution of the preliminary prospectus.

    The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
      Act of 1934, as amended.

            Very truly yours,

            B. RILEY SECURITIES, INC.

              /s/ JIMMY BAKER

            Name: Jimmy Baker

            Title: President and Head of Capital Markets

CORRESP
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      Modiv Inc.

        120 Newport Center Drive

        Newport Beach, California 92660

      February 9, 2022

      VIA EDGAR

      Division of Corporation Finance

      Office of Real Estate & Construction

      Securities and Exchange Commission

      Main Filing Desk

      100 F Street, N.E.

      Washington, D.C.  20549

      Attention:  Joseph Ambrogi

            Re:

              Modiv Inc.

                Registration Statement on Form S-11

                File No. 333-261529

                Request for Acceleration

      Dear Mr. Ambrogi:

      Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Modiv Inc. hereby
        requests that the effective date of the above-captioned Registration Statement on Form S-11, as amended, be accelerated to 4:00 p.m., Eastern Time, on February 10, 2022, or as soon as practicable thereafter.

      Please contact Seth Weiner of Morris, Manning & Martin, LLP via telephone at (404) 504-7664 or via e-mail at skw@mmmlaw.com with any questions you may have. In addition, please
        notify Mr. Weiner when this request for acceleration has been granted.

              Sincerely,

              Modiv Inc.

              /s/ Aaron S. Halfacre

              Name:

              Aaron S. Halfacre

              Title:

              President and Chief Executive Officer

            cc:

              Raymond J. Pacini

                John Raney, Esq.

                Lauren B. Prevost, Esq.

                Seth K. Weiner, Esq.

United States securities and exchange commission logo
December 16, 2021
Raymond J. Pacini
Chief Financial Officer
MODIV INC.
120 Newport Center Drive
Newport Beach, CA 92660
Re:MODIV INC.
Registration Statement on Form S-11
Filed December 8, 2021
File No. 333-261529
Dear Mr. Pacini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Joseph Ambrogi at 202-551-4821 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Seth K. Weiner

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    Modiv Inc.

      120 Newport Center Drive

      Newport Beach, California 92660

    September 13, 2021

    VIA EDGAR

    Division of Corporation Finance

    Office of Real Estate & Construction

    Securities and Exchange Commission

    Main Filing Desk

    100 F Street, N.E.

    Washington, D.C.  20549

    Attention:  Catherine De Lorenzo

          Re:

            Modiv Inc.

              Registration Statement on Form S-11

              File No. 333-259066

              Request for Acceleration

    Dear Ms. De Lorenzo:

    Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission promulgated under
      the Securities Act of 1933, as amended, Modiv Inc. hereby requests that the effective date of the above-captioned Registration Statement on Form S-11, as amended, be accelerated to 4:00 p.m., Eastern Time, on September 14, 2021, or as soon as
      practicable thereafter.

    Please contact Seth Weiner of Morris, Manning & Martin, LLP via telephone at (404) 504-7664 or via e-mail at
      skw@mmmlaw.com with any questions you may have. In addition, please notify Mr. Weiner when this request for acceleration has been granted.

            Sincerely,

            Modiv Inc.

            /s/ Aaron S. Halfacre

            Name:
            Aaron S. Halfacre

            Title:
            President and Chief Executive Officer

    cc:           Raymond J. Pacini

    John Raney, Esq.

    Lauren B. Prevost, Esq.

    Seth K. Weiner, Esq.

CORRESP
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      September 13, 2021

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Real Estate & Construction

      100 F Street, N.E.

      Washington, D.C. 20549

      Attn: Ms. Catherine De Lorenzo

              Re:

              Modiv Inc. (the “Company”)

              Registration Statement on Form S-11 (File No. 333-259066)

              Acceleration Request

              Requested Date: Tuesday, September 14, 2021

              Requested Time: 4:00 p.m. Eastern Time

      Dear Ms. De Lorenzo:

      On behalf of the several underwriters of the Company’s proposed public offering, and pursuant to Rule 461 under the Securities Act of 1933,
        as amended (the “Act”), we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern
        Time, on September 14, 2021, or as soon as practicable thereafter.

      Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that
        there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure the
        adequate distribution of the preliminary prospectus.

      The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
        and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

                Very truly yours,

                As representative of the several underwriters

                B. RILEY SECURITIES, INC.

                /s/ Patrice McNicoll

                Name: Patrice McNicoll

                Title: Co-Head of Investment Banking

United States securities and exchange commission logo
September 3, 2021
John Raney
Chief Legal Officer, General Counsel
MODIV INC.
120 Newport Center Drive
Newport Beach, CA 92660
Re:MODIV INC.
Registration Statement on Form S-11
Filed August 25, 2021
File No. 333-259066
Dear Mr. Raney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Catherine De Lorenzo at 202-551-4079 with any questions.

Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Seth Weiner

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      August 13, 2021

      VIA EDGAR

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Real Estate & Construction

      100 F Street, NE

      Mail Stop 3233

      Washington, DC  20549

      Attention:          Greg Herbers

              Re:

              Modiv Inc.

              Offering Statement on Form 1-A

              File No. 024-11566

              Qualification Request

              Requested Date:

              August 16, 2021

              Requested Time:

              2:00 p.m. Eastern Daylight Time

      Ladies and Gentlemen:

      Pursuant to Rule 252(e) of Regulation A promulgated under the Securities Act of 1933, as amended, Modiv Inc. (the “Company”) hereby respectfully requests that the
        above-referenced offering statement on Form 1-A, as amended  (the “Offering Statement”), be declared qualified at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as
        practicable, or at such later time as the Company may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission.

      The Company hereby authorizes Lauren Prevost or Seth Weiner of Morris, Manning & Martin, LLP, counsel to the Company, to make such request on its behalf.

      We request that we be notified of the qualification of the Offering Statement by telephone call to Lauren Prevost or Seth Weiner of Morris, Manning & Martin, LLP, at (404) 504-7744 or (404) 504-7664, respectively.

      If you have any questions or comments regarding this qualification request, please direct them to Ms. Prevost.

              Very truly yours,

              /s/ Aaron S. Halfacre

              Aaron S. Halfacre

              Chief Executive Officer and President

              cc:

                Lauren Prevost

                  Seth Weiner

                  Morris, Manning & Martin, LLP

United States securities and exchange commission logo
July 7, 2021
John Raney
Chief Legal Officer, General Counsel
MODIV INC.
120 Newport Center Drive
Newport Beach, CA 92660
Re:MODIV INC.
Offering Statement on Form 1-A
Filed June 29, 2021
File No. 024-11566
Dear Mr. Raney:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Austin Appleby at 202-551-2374 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lauren B. Prevost

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    December 23, 2019

    VIA EDGAR

    Division of Corporation Finance

    Office of Real Estate & Construction

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-3628

    Attention: Ruairi Regan

            Re:

            Request for Effectiveness for RW Holdings NNN REIT, Inc.

            Registration Statement on Form S-11 (File No. 333-231724)

    Dear Mr. Regan:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, RW Holdings NNN REIT, Inc. (the “Registrant”) hereby respectfully requests that the
      effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on Monday, December 23, 2019, or as soon thereafter as practicable. The Registrant respectfully requests that you notify Shelly Heyduk of O’Melveny
      & Myers LLP of such effectiveness by telephone at (949) 823-7968.

    If you have any questions or comments regarding the foregoing, please do not hesitate to contact Ms. Heyduk at the telephone number above.

            Very truly yours,

            RW Holdings NNN REIT, Inc.

            By:

             /s/ Raymond J. Pacini

            Name:

            Raymond J. Pacini

            Title:

            Chief Financial Officer

    cc:          Shelly Heyduk, O’Melveny & Myers LLP

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            October 21, 2019

            Lauren B. Prevost

              404-504-7744

              lbp@mmmlaw.com

              www.mmmlaw.com

    VIA EDGAR

    Securities and Exchange Commission

    Main Filing Desk

    100 F Street, N.E.

    Washington, D.C.  20549

            Re:

            RW Holdings NNN REIT, Inc.

            Request for Acceleration

            File No. 333-233923

    Ladies and Gentlemen:

    On behalf of RW Holdings NNN REIT, Inc. (the “Company”), enclosed for filing is the Company’s request pursuant to Rule 461 promulgated
      by the Commission under the Securities Act of 1933, as amended (the “Act”), for the acceleration of the effectiveness of its Registration Statement on Form S-4 (File No. 333-233923) under the Act to immediate effectiveness on October 22, 2019 at 4:00
      p.m. Eastern Daylight Time or as soon thereafter as is practicable.

    If you have any questions, please do not hesitate to contact the undersigned at (404) 504-7744.

            Sincerely,

            MORRIS, MANNING & MARTIN, LLP

            /s/ Lauren B. Prevost

            Lauren B. Prevost, Esq.

            cc:

            Aaron S. Halfacre

            Raymond J. Pacini

            Seth K. Weiner, Esq.

    Enclosure

    Phone: 404.233.7000| www.mmmlaw.com

    1600 Atlanta Financial Center| 3343 Peachtree Road, NE| Atlanta, GA 30326, USA

    Atlanta • Columbus • Raleigh-Durham • Savannah • Washington, DC

    RW Holdings NNN REIT, Inc.

    3090 Bristol Street, Suite 550

    Costa Mesa, California  92626

    October 21, 2019

    VIA EDGAR

    Securities and Exchange Commission

    Main Filing Desk

    100 F Street, N.E.

    Washington, D.C.  20549

            Re:

            RW Holdings NNN REIT, Inc.

            Request for Acceleration

            File No. 333-233923

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933 (the “Act”), RW Holdings NNN REIT, Inc. (the “Company”) hereby requests
      acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-233923) under the Act to immediate effectiveness on October 22, 2019 at 4:00 p.m. Eastern Daylight Time or as soon thereafter as is practicable.

    If you have any questions, please call me at (855) 742-4862.

            Sincerely,

            RW Holdings NNN REIT, Inc.

            /s/ Aaron S. Halfacre

            Name: Aaron S. Halfacre

            Title: President and Chief Executive Officer

            cc:

            Raymond J. Pacini

            Lauren B. Prevost, Esq.

            Seth K. Weiner, Esq.

October 3, 2019
Aaron Halfacre
Chief Executive Officer
RW HOLDINGS NNN REIT, INC.
3090 Bristol Street, Suite 550
Costa Mesa, California 92626
Re:RW HOLDINGS NNN REIT, INC.
Registration Statement on Form S-4
Filed September 25, 2019
File No. 333-233923
Dear Mr. Halfacre:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Ruairi Regan at (202) 551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lauren B. Prevost, Esq.

May 30, 2019
Raymond J. Pacini
Executive Vice President, Chief Financial Officer and Treasurer
RW Holdings NNN REIT, Inc.
3090 Bristol Street Suite 550
Costa Mesa, CA 92626
Re:RW Holdings NNN REIT, Inc.
Registration Statement on Form S-11
Filed May 24, 2019
File No. 333-231724
Dear Mr. Pacini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 contact Sara von Althann at 202-551-3207 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

Mail Stop 3233
        April 9, 2018

Via E -mail
John H. Davis
Chief Financial Officer
RW Holdings NNN REIT
3090 Bristol Street, Suite 550
Costa Mesa, CA 92626

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. Davis :

 We have completed our review of your filing.  We remind you that the company
and its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Robert F. Telewicz, Jr.

 Robert F. Telewicz , Jr.
Accounting Branch Chief
Off ice of Real Estate and
Commodities

CORRESP
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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’

February 2 7, 2018

Via E -mail
John H. Davis
Chief Financial Officer
RW Holdings NNN REIT
3090 Bristol Street, Suite 550
Costa Mesa, CA 92626

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. Davis :

 We issued comments to you on the above captioned filing on December 22, 2017 .  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments by  March 6, 2018 .

 If you do not respond, we  will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outs tanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating
to the review of your filing, consis tent with the staff’s decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.

 You may contact Eric McPhee  at (202) 551 -3693 or the undersigned  at (202) 551 -
3438 with any questions.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

 Robert F. Telewicz , Jr.
Branch Chief
Off ice of Real Estate and
Commodities

CORRESP
1
filename1.htm

[RW HOLDINGS NNN REIT, INC. LETTERHEAD]

3090 Bristol Street, Suite
550

Costa Mesa, CA 92626

February 16, 2018

VIA EDGAR

Mr. Coy Garrison

Special Counsel, 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, Inc.

Post-Effective Amendment to Form S-11

Filed December 29, 2017

File No. 333-205684

Dear Mr. Garrison:

This letter sets forth
the response of RW Holdings NNN REIT, Inc. (“RW Holdings,” the “Company” “we” or “our”)
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated January 19, 2018 (the “Comment Letter”), regarding the above-referenced Post-Effective
Amendment No. 5 to the Company’s Registration on Form S-11 (the “Registration Statement”). For the convenience
of the Staff, each of the Staff’s comments is restated in italics prior to the response to such comment.

We have concurrently filed
via EDGAR Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement, which includes revisions to
the Registration Statement in response to the Staff’s comments in the Comment Letter as described herein. References to page
numbers (other than in headings taken from the Comment Letter) are to the page numbers in the Amendment.

Compensation, page 56

 1. We note your disclosure in this table regarding the reimbursements and fees paid or incurred
through September 30, 2017. Please revise to provide a separate tabular presentation of each reimbursement and fee paid to the
Sponsor during both the last full fiscal year and the current year to date. Please distinguish between amounts paid and amounts
incurred.

Response:
In response to the Staff’s comment, we have revised the disclosure under the “Compensation” section of the
Prospectus on page 59  of the Amendment to include a separate tabular presentation of each reimbursement and fee paid to our
sponsor during both the last full fiscal year and the current year to date, distinguishing between amounts paid and amounts
incurred.

Mr. Coy Garrison, February 16, 2018

Existing Properties and Investments, page 73

 2. We note your revised disclosure that you intend to inform investors
of new properties and investments by providing periodic updates on your website “and/or by disclosing any such acquisitions
or investments in a supplement to this prospectus.” Please confirm that you will file a prospectus supplement describing
each property not identified in the prospectus at such time as there arises a reasonable probability that such property will be
acquired, consistent with the 20.D undertakings discussed in Industry Guide 5 and included in Part II of your registration statement.

Response:
As disclosed under Part II, Item 37(f) of the Registration Statement and the Amendment, in accordance with the 20.D undertakings
discussed in Industry Guide 5, as modified by the Staff’s CF Disclosure Guidance Topic No. 6, we undertake to file a sticker
supplement pursuant to Rule 424(c) under the Act during the distribution period describing each significant property not identified
in the Prospectus at such time as there arises a reasonable probability that such property will be acquired. We confirm that we
will continue to file prospectus supplements in accordance with such undertaking. With respect to acquisitions of non-significant
properties, we have disclosed their acquisitions under Item 8.01 in a Current Report on Form 8-K and on our website near the time
of closing.

 3. Please revise your disclosure in this section to disclose the average occupancy rate of properties
in your portfolio, as well as individual occupancy rates for any property whose book value represents 10% or more of your total
assets or whose gross revenues for the last fiscal year represented 10% or more of your aggregate gross revenues. Refer to Items
14 and 15 of Form S-11.

Response:
In response to the Staff’s comment, we have revised our disclosure under the “Existing Properties and Investments”
section of the Prospectus on page 75 of the Amendment to include a footnote to our tabular presentation of existing properties,
which explains that each of the properties in our portfolio was 100% occupied by a single tenant at the time of acquisition and
has remained 100% occupied by that tenant through September 30, 2017. In addition, we have added a footnote to our tabular presentation
of subsequent acquisitions on page 76 of the Amendment, which explains that each of the properties acquired subsequent to September
30, 2017 was 100% occupied by a single tenant at the time of acquisition.

Prior Performance, page 85

 4. Please revise your disclosure in this section, including in Tables I and III, to include all
required disclosures for Firewheel, or advise us why it is appropriate to exclude such information from the prior performance tables.

Response:
We respectfully direct the Staff’s attention to our disclosure under the “Prior Performance” section of the Prospectus
on page 85 of the Registration Statement, which states that Firewheel has not made additional sales of securities or investments
in properties since 2008 and its offering of common stock to investors closed in 2008. As a result, we believe that Firewheel is
appropriately excluded from Table I because its offering closed more than three years ago, as well as from Table V because its
offering closed more than five years ago.

      2 of 4

Mr. Coy Garrison, February 16, 2018

Description of Shares

Distributions, page 115

 5. Please revise your tabular disclosure in this section to clarify the amount of each quarterly
distribution that was paid from waivers and deferrals of Advisor Asset Management Fees and offering proceeds. Please also distinguish
the portion of such fees that were waived versus deferred by your Advisor.

Response:
In response to the Staff’s comment, we have revised our tabular disclosure under the “Distributions” section
of the Prospectus on page 114 of the Amendment to include the amount of each quarterly distribution that was paid from waivers
and deferrals of advisor asset management fees and offering proceeds and have distinguished the portion of such fees that were
waived versus deferred by our advisor.

Supplemental Sales Material, page 130

 6. Please tell us whether you are using sales material in connection with this offering.

Response:
We confirm that we use sales material in connection with the offering of shares of our Class C common stock registered pursuant
to the Registration Statement. In accordance with Item 19.B of Industry Guide 5, we will supplementally submit all such material
to the Staff prior to its use.

Incorporation of Certain Information
by Reference, page 132

 7. Please revise to include references to the Forms 8-K filed subsequent to the filing date of
this post-effective amendment.

Response:
In response to the Staff’s comment, we have updated the “Incorporation of Certain Information by Reference” section
of the Prospectus on page 130 of the Amendment to include our Current Reports on Form 8-K filed with the Commission on January
5, 2018 and January 19, 2018 and our Current Report on Form 8-K/A filed with the Commission on January 8, 2018.

Prospectus Supplement filed January 19,
2018

 8. We note that you announced your estimated net asset value per share as of December 31, 2017,
on January 19, 2018 in a prospectus supplement. Please revise this registration statement to include this disclosure and to reflect
the new offering price.

Response:
In response to the Staff’s comment, we have revised our disclosures throughout the Prospectus, as reflected in the Amendment,
to reflect the estimated net asset value and offering price per share of our Class C common stock as of December 31, 2017.

      3 of 4

Mr. Coy Garrison, February 16, 2018

 9. We note that page 3 of the prospectus supplement discusses the income capitalization approach
used by Cushman & Wakefield. Please revise to disclose the material assumptions used and to provide a quantitative illustration
of the sensitivity of the material assumptions.

Response:
In response to the Staff’s comment, we have revised our disclosure under the “Calculation of Estimated Net Asset
Value per Share” section of the Prospectus on page 66 of the Amendment to disclose the material assumptions used in the
income capitalization approach employed by Cushman & Wakefield and provide a quantitative illustration of the sensitivity
of such material assumptions.

 10. We note that page 4 of the prospectus supplement includes the estimated value of your investment in Rich Uncles Real Estate
Investment Trust I. Please revise to describe how you valued this investment and to identify any limitations of such valuation.

Response:
In response to the Staff’s comment, we have revised our tabular disclosure under the “Calculation of Estimated Net Asset Value per
Share” section of the Prospectus on page 67 of the Amendment to add a footnote to describe how we valued our investment
in Rich Uncles Real Estate Investment Trust I. Regarding the limitations of such valuation, we respectfully direct the Commission’s
attention to the “Calculation of Estimated Net Asset Value per Share—Limitations of the Estimated Share Value” section of the
Prospectus on page 67 of the Amendment, which limitations mirror the applicable limitations of the valuation of our investment
in REIT I.

We appreciate the Staff’s
comments and request that the Staff contact the undersigned at (949) 662-1097 or Shelly Heyduk, of O’Melveny & Myers
LLP, at (949) 823-7968 with any questions or comments regarding this letter.

    Very truly yours,

    /s/ John H. Davis

    John H. Davis

    Chief Financial Officer

    cc:
    Harold C. Hofer, President and Chief Executive Officer

    RW Holdings NNN REIT, Inc.

    Shelly A. Heyduk, Esq.

    O’Melveny & Myers LLP

      4 of 4

Mail Stop 3233
January 19, 2018

Via E -mail
Harold Hofer
President and Chief Executive Officer
RW Holdings NNN REIT, Inc.
3090 Bristol Street, Suite 550
Costa Mesa, CA  92626

Re: RW Holdings NNN REIT, Inc.
 Post-Effective Amendment to Form  S-11
Filed  December 29 , 2017
 File No.  333-205684

Dear Mr. Hofer :

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 letter by amending your registration statement  and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

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

Compen sation, page 56

1. We note your disclosure in this table regarding the reimbursements and fees paid or
incurred through September 30, 2017.  Please revise to provide a separate tabular
presentation of each reimbursement and fee paid to the Sponsor during bot h the last full
fiscal year and the current year to date.  Please distinguish between amounts paid and
amounts incurred.

Existing Properties and Investments, page 73

2. We note your revised disclosure that you intend to inform investors of new properties and
investments by providing periodic updates on your website “and/or by disclosing any
such acquisitions or investments in a supplement to this prospectus.”  Please conf irm that
you will file a prospectus supplement describing each property not identified in the

Harold Hofer
RW Holdings NNN REI T, Inc.
January 19, 2018
Page 2

 prospectus at such time as there arises a reasonable probability that such property will be
acquired, consistent with the 20.D undertakings discussed in Industry Guide 5 and
included in Part II of your registration statement.

3. Please revise your disclosure in this section to disclose the average occupancy rate of
properties in your portfolio, as well as individual occupancy rates for any property whose
book value  represents 10% o r more of your total assets or whose gross revenues for the
last fiscal year represented 10% o r more of your aggregate gross revenues.  Refer to
Items 14 and 15 of Form S -11.

Prior Performance, page 85

4. Please revise your disclosure  in this section, including in Tables I and III, to include all
required disclosures for Firewheel, or advise us why it is appropriate to exclude such
information from the prior performance tables.

Description of Shares

Distributions, page 115

5. Please revise your tabular disclosure in this section to clarify the amount of  each
quarterly  distribution that was paid from waivers and deferrals of Advisor Asset
Management Fees  and offering proceeds . Please also distinguish the portion of such fees
that were waived versus deferred by your Advisor.

Supplemental Sales Material, page 130

6. Please tell us whe ther you are usi ng sales material in connection with this offering.

Incorporation of Certain Information by Reference, page 132

7. Please  revise to include references to the Forms 8 -K filed subsequent to the filing date of
this post -effective amendment.

Prospectus Supplement filed January 19, 2018

8. We note that you announced your estimated net asset value per share as of December 31,
2017,  on January 19, 2018 in a prospectus supplement.  Please revise this registration
statement to include this disclosure and to reflect the new offering price.

9. We note that page 3 of the prospectus supplement discusses the income capitalization
approach used by Cushman & Wakefield.  Please revise to disclos e the material
assumptions used  and to provide a quantitative illustration of the sensitivity of the
material assumpti ons.

Harold Hofer
RW Holdings NNN REI T, Inc.
January 19, 2018
Page 3

10. We note that page 4 of the prospectus supplement includes the estimated value of your
investment in Rich Uncles Real Estate Investment Trust 1.  Please revise to describe how
you valued this investment and to identify any limitations of such valuat ion.

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 contact  Sara von Althann, Staff Attorney , at (202) 551 -3207  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: Shelly A. Heyduk, Esq.
 O’Melveny & Myers LLP

Mail Stop 3233
        December 22 , 2017

Via E -mail
Jean Ho
Chief Financial Officer
RW Holdings NNN REIT
3090 Bristol Street , Suite 550
Costa Mesa, CA 92626

Re: RW Holdings NNN REIT
 Form 10-K for the fiscal year ended December 31, 201 6
Filed April 3 , 2017
File No.  000-55776

Dear Ms. Ho:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  I f you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.

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 those properties.  Please provide us with your significan ce
test for all properties acquired in 2016 and 2017 in your response.  Refer to Rule 8 -06 of
Regulation S -X.

Jean Ho
RW Holdings NNN REIT
December 22 , 2017
Page 2

 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.

You may contact Eric McPhee  at (202) 551 -3693 or the undersigned  at (202) 551 -3438
with any questions.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

 Robert F. Telewicz , Jr.
Branch Chief
Off ice of Real Estate and
Commodities

CORRESP
1
filename1.htm

        Corporate
         Law  Solutions

         A Professional Law
        Corporation

    CLS

        Gregory W. Preston, Esq.

        Managing Director

    907 Sandcastle Drive Direct
    Dial: 949.760.0107

    Corona del Mar, CA 92625
    gpreston@corp-law.com

    April
17, 2017

        VIA EDGAR

        and FEDERAL EXPRESS

        Coy Garrison, Esq.

        Special Counsel

        Office of Real Estate and

        Commodities

        Division of Corporation Finance

        Securities and Exchange Commission

        Washington, D.C. 20549

    Re:

        Rich Uncles NNN REIT, Inc. (the “Company”)

        Amendment No. 2 to Post-Effective Amendment No. 2

        to Registration Statement on Form S-11

        File No. 333-205684

Dear Mr. Garrison:

On hehalf of the Company, we are
responding to your comment letter dated March 10, 2017 to Amendment No. 1 to Post-Effective Amendment No. 2 to the Company’s,
Registration Statement on Form S-11 (“Amendment No. 1”). Responses in this letter refer to Amendment No. 2 to Post-Effective
Amendment No. 2 as filed today (“Amendment No. 2”). We also enclose a marked copy of Amendment No. 2 to show changes
from Amendment No. 1.

Your numbered comments and our
corresponding responses are set forth below.

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

 1. We note your response to prior comment 2 and revised disclosure on page 14. Please remove the annualized rate of returns and
refrain from including such disclosure until you have paid distributions at a specific annualized rate for two or more quarters.

Response: Amendment No. 2 now includes disclose
of distributions having been paid at the 7% annualized rate for the quarters ended December 31, 2016 and March 31, 2017.

 2. We note your revised disclosure in response to prior comment 3 that “to date, the sources
of cash used to pay our stockholder distributions have been from net rental income received, and waivers and deferrals of Advisor
Asset Management Fees.” We further note your tabular disclosure on page 75 indicating that cash flow from operations during
the relevant periods were insufficient to cover the distributions paid. Please revise your disclosures to clarify the amount of
distributions that were paid from waivers and deferrals of Advisor Asset Management Fees. Please also distinguish the portion of
such fees that were waived versus deferred by your Advisor.

Response: The requested revision and distinguishment
has been provided.

Existing Properties and Investments, page 61

 3. Please revise this section to better differentiate between the information relating to your properties
as opposed to the properties owned by Rich Uncles Real Estate Investment Trust I. Please also revise your disclosure on page 61
introducing the property-level data of Rich Uncles Real Estate Investment Trust I to clarify that you do not directly own these
properties and that you own 4.34% of the outstanding common stock of Rich Uncles Real Estate Investment Trust I, which owns the
properties.

Response: The requested revision has been made.

 4. We note that your lease expiration table on page 61 appears to be the lease expiration table for
the properties owned by Rich Uncles Real Estate Investment Trust I. Please revise your disclosure to provide a lease expiration
table for your properties and to remove the lease expiration table for properties owned by Rich Uncles Real Estate Investment Trust
I.

Response: The requested revision has been made.

Real Estate Investment, page 61

 5. We note your response to prior comment 6 and revised disclosure that “we have no present
intention of increasing our ownership in the trust.” Please revise your disclosure to state whether there is any limit on
the amount you may invest in Rich Uncles Real Estate Investment Trust I. Please also expand upon your disclosure to explain your
strategy as it relates to investments in securities of other entities.

Response: The requested revisions have been
made.

Share Repurchase Program, page 113

Post-NAV Calculation, page 115

 6. We note your response to prior comment 9, but note that the revised language on page 115 was added to the pre-NAV calculation
section. Please revise to clarify, with respect to the post-NAV calculation procedures, the time frame within which you will disclose
a determination to repurchase fewer shares than have been requested to your current and prospective stockholders 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.

      2

Response: The requested revisions have been
made.

The Company acknowledges that
it 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 do not hessitate to contact
the undersigned with regard to any questions you might have or requests for additional information.

    Sincerely,

    Corporate Law Solutions, PC

    By:
    /s/ GREGORY W.PRESTON

    Gregory W. Preston

    Managing Director

      3

Mail Stop 3233
March 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  February 16, 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 letter 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 amendme nt is appropriate, please tell us why in your
response.

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

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

1. We note your response to prior comment 2 and revised d isclosure  on page 14 .  Please
remove  the annualized rate of returns  and refrain from including such disclosure until you
have paid distributions at a speci fic annualized rate for two or more quarters.

2. We note your revised disclosure in response to prior comment 3 that “to date, the sources
of cash used to pay our stockholder distributions have been from net rental income
received, and waivers and deferral s of Advisor Asset Management Fees.”  We further
note you r tabular disclosure on page 75  indicating that cash flow from operations during
the relevant periods were insufficient to cover the distributions paid.  Please revise your
disclosures to clarify th e amount of distributions that were paid from waivers and
deferrals of Advisor Asset Management Fees.  Please also distinguish the portion of such
fees that were waived versus deferred by your Advisor.

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

 Existing Properties and Investments, page 61

3. Pleas e revise this section to better differentiate between the information  relating to your
properties as opposed to the properties owned by Rich Uncles Real Estate Investment
Trust I.   Please also revise your disclosure on page 61 introducing the property -level data
of Rich Uncles Real Estate Investment  Trust  I to clarify that you do not directly own
these properties and that you own 4.34% of the outstanding common stock of Rich
Uncles Real Estate Investment  Trust  I, which owns the properties.

4. We note that your lease expiration table on page 61 appears to be the lease expiration
table for the properties owned by Rich Uncles Real Estate Investment Trust I.  Please
revise your disclosure to provide a lease expiration table for your prop erties and to
remove the lease expiration table for properties owned by Rich Uncles Real Estate
Investment Trust I.

5. We note your response to prior comment 6 and revised disclosure that “we have no
present intention of increasing our ownership in the tru st.”  Please revise your disclosure
to state whether there is any limit on the amount you may invest in Rich Uncles Real
Estate Investment Trust I.  Please also expand upon your disclosure to explain your
strategy as it relates to investments in securities  of other entities .

Share Repurchase Program, page 113

Post-NAV Calculation, page 115

6. We note your response to prior comment 9, but note that the revised language on page
115 was added to the pre -NAV calculation section.  Please revise to clarify, with respect
to the post -NAV calculation procedures, the time frame within which you will disc lose a
determination to repurchase fewer shares than have been requested to your current and
prospective stockholders and by what means you will do so.  Please also indicate whether
such disclosure will remind shareholders with unsatisfied repurchase reque sts that their
requests must be resubmitted at the start of the next month or quarter, as applicable.

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

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

 Please contact  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 Solutions, P.C.

CORRESP
1
filename1.htm

        Corporate
        Law Solutions

        A Professional Law Corporation

    CLS

        Gregory W. Preston, Esq.

        Managing Director

    907     Sandcastle     Drive
    Direct Dial:  949.760.0107

    Corona del Mar, CA 92625
    gpreston@corp-law.com

    February 16, 2017

        VIA EDGAR

        and FEDERAL EXPRESS

        Coy Garrison, Esq.

        Special Counsel

        Office of Real Estate and

        Commodities

        Division of Corporation Finance

        Securities and Exchange Commission

        Washington, D.C. 20549

    Re:

        Rich Uncles NNN REIT, Inc. (the “Company”)

        Amendment No. 1 to Post-Effective Amendment No. 2

        to Registration Statement on Form S-11

        File No. 333-205684

Dear Mr. Garrison:

On behalf of the Company, we are
responding to your comment letter dated February 10, 2017 to Post-Effective Amendment No. 2 to the Company’s Registration
Statement on Form S-11 (“PEA No. 2”). Responses in this letter refer to PEA No. 2 as filed. We also enclose a copy
of Amendment No. 1 to PEA No. 2 marked to show changes from PEA No. 2.

Your numbered comments and our
corresponding responses are set forth below.

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

1.       We note
your Amended and Restated Advisory Agreement and 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 clarify 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
arrangements between the parties.

Response: The requested clarifications have
been made on page 9 and also on pages 11, 48 and 50.

    1

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 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.

Response: The columns have been removed as
requested with footnote disclosure as to annualized calculations.

3.       We note
your 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.

Response: The sources of cash used have been
identified as requested.

Estimated Use of Proceeds, page 39

4.       We note
your revised disclosure in 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.

Response:
All references to the fee splitting assumption have been deleted as the receipt of one half of the fee from a seller is neither
material to any Company decision to acquire a given property, nor to a property’s income and operations post-acquisition.

Real Estate Investment, page 61

5.       We note
your investments in Rich Uncles Real Estate Investment 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 Real Estate Investment Trust I. Please also tell us why you believe it is appropriate
to include property-level data of Rich Uncles Real Estate Investment Trust I.

Response: The requested disclosure has been
provided. The Company believes that the property level data is appropriate given its 4.34% ownership in Rich Uncles Real Estate
Investment Trust I and that the portfolio of that company is material information for all stockholders to consider.

6.       Please
revise to indicate whether you will continue to invest in Rich Uncles Real Estate 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.

Response: The requested disclosure has been
provided.

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.

Response: The requested disclosure has been
provided.

Redeemable Common Stock, page 80

    2

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 redeemed.

Response:

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 date 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 stockholders 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.

Response: The requested disclosure has been
provided.

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

Response: The Share Repurchase Program was
filed as an exhibit to the Company’s Current Report on Form 8-K dated January 17, 2017. The Exhibit Index of Part II of the
Registration Statement has been revised to reflect that filing.

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 required by
Item 19.D of Industry Guide 5.

Response: On behalf of the Company, we hereby
confirm that the sales material will be submitted.

    3

Thank you for your assistance,
and please do not hesitate to contact the undersigned with regard to any questions you might have or requests for additional information.

    Sincerely,

    Corporate Law Solutions, PC

    By:
    /s/ GREGORY W. PRESTON

    Gregory W. Preston

    Managing Director

    4

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.

CORRESP
1
filename1.htm

    Corporate  Law  Solutions

A Professional Law Corporation

    CLS

        Gregory W. Preston, Esq.

Managing Director

        907 Sandcastle Drive                                       Direct
        Dial: 949.760.0107

        Corona del Mar, CA 92625                              gpreston@corp-law.com

    January 18, 2017

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Senior Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

    Re:

        Rich Uncles NNN REIT, Inc. (the “Company”)

        Post-Effective Amendment No. 2 to Form S-11

        Registration Statement-File No. 33-205684

Dear Ms. Gowetski:

On hehalf of the Company, please
find Post-Effective Amendment No. 2 to the Form S-11 Registration Statement marked to show changes from Post-Effective Amendment
No. 1.

On behalf of the Company we request
immediate effectiveness of this Amendment, or effectiveness on the earliest date that you may determine.

Please do not hessitate to contact
the undersigned with regard to any questions you might have or requests for additional information.

    Sincerely,

    Corporate Law Solutions, PC

    By:
    /s/ GREGORY W.PRESTON

    Gregory W. Preston

    Managing Director

CORRESP
1
filename1.htm

DRAFT April 28, 2016

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Rich Uncles REIT, Inc.

Amendment No. 8 to Registration Statement on Form S-11

Filed April [●], 2016

File No. 333-205684

Dear Ms. Gowetski:

Rich Uncles NNN REIT, Inc. (the “Company”)
provides the following information in response to the comments contained in the correspondence of the staff of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission, dated April 18, 2016, relating to the above-referenced filing.
We have repeated the text of your comments below and followed each with our response. Further, On April [●], 2016, the Company
filed Pre-Effective Amendment No. 8 to its Registration Statement on Form S-11, containing the revisions described below. Our responses
below refer to Amendment No. 8, and we enclose five paper copies of Amendment No. 8, marked to show changes from Amendment No.
7 (filed March 25, 2016).

General

 1. We note your response to comment 2 of our letter, including the line item in your tabular template
indicating that the subordinated participation fee, as determined by the board, is deducted in calculating NAV. However, we also
note your response to comment 5 of our letter and your statement on page 50 that the subordinated participation fee consists of
“(i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined
by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii)
40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares.”
Please advise us how the subordinated participation fee will be deducted in calculating NAV when it is based in part on the calculation
of NAV. As applicable, please revise your disclosure to more specifically explain how the subordinated participation fee will be
deducted in calculating NAV.

Jennifer Gowetski

DRAFT April 28, 2016

Page 2

Response:
We have revised the Form S-11 to provide additional detail concerning the interaction of the calculation of NAV and the calculation
of the subordinated participation fee; please see attached pages 1, 3-5, and 44-46 of Amendment No. 8. As described in Amendment
No. 8, the subordinated participation fee is calculated based on the NAV figure described in the disclosure on page 101 under the
caption “Calculation of Our NAV Per Share”, defined and referred to as the “Preliminary NAV”. As further
noted in that disclosure, if our advisor is entitled to receive a subordinated participation fee for a given annual period, that
fee amount then reduces the Preliminary NAV figure for use in future calculations, including any future offering prices per share
at which shares are offered to the public, because the amounts represented by the fee are paid from and reduce the assets (and
therefore the NAV) of the Company. And, in order to provide additional clarity with respect to this interaction, we further revised
each discussion of the subordinated participation fee to include a specific reference that the fee is calculated from the Preliminary
NAV amount. For example, we revised the language on pages 3-4 of Amendment 8 as follows (emphasis added):

The subordinated participation
fee is an annually measured performance fee subordinated to payment to stockholders of at least a 6.5% cumulative, non-compounded
return on the highest previous offering price to the public for our shares, after adjustment to reflect all return of capital distributions
(such highest previous offering price the “Highest Prior NAV per share”, and such return the “Preferred Return”).
The subordinated participation fee is only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i)
40% of the product of (a) the difference of (x) the Preliminary NAV per share (as defined in Calculation of Our NAV Per Share,
below), minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December
31 of the relevant annual period, but only if this results in a positive number, plus

(ii) 40% of the product
of: (i) the amount by which aggregate cash distributions to stockholders during the annual period, excluding return of capital
distributions, , divided by the weighted average number of shares outstanding for the annual period, calculated on a monthly basis,
exceed the Preferred Return (the “Excess Return”), multiplied by (ii) the weighted average number of shares
outstanding for the annual period, calculated on a monthly basis.

The Preferred
Return is measured by all distributions to shareholders, except for the distribution of sale or financing proceeds which would
act to reduce the shareholders’ investment basis, which are referred to herein as “return of capital” distributions.

We also revised the tabular template
originally contained in our letter dated March 25, 2016. We resubmit the template below (marked to show changes against the prior
response) with additions (i) demonstrating both the assets and liabilities discussed in response to comment 6, infra, and
(ii) including a new interim line item, “Preliminary NAV”:

As of each December 31:

    Gross value of real estate assets (as reported by valuation expert)
    ______________

    Less value of real estate liabilities (as reported by valuation expert) (1)
    ______________

    Plus upward adjustments to individual real estate asset  values made by board
    ______________

    Minus downward adjustments to individual real estate asset values made by board
    ______________

    Plus value of all other non-cash assets as determined by board
    ______________

    Plus cash on hand
    ______________

    Minus all other non-real estate liabilities of the issuer, including any accrued unpaid advisory fees and expenses for services through year end
    ______________

    The interim result is Preliminary NAV
    ______________

    Minus subordinated participation fee
    ______________

    The result is the NAV as of December 31 (2)
    ______________

 (1) Asset valuation provided by valuation expert will quantify be net of mortgage
lending and other liabilities associated with each property.

 (2) The resulting NAV divided by the number of shares of stock issued and outstanding as of December
31 will become the new offering price per share to the public.

Jennifer Gowetski

DRAFT April 28, 2016

Page 3

Prospectus
Cover Page

 2. Please confirm that your cover page will not exceed one page. To that end, we note the second paragraph
states that your total upfront expenses are significantly less than those of other non-exchange listed public REITs that do pay
commissions and fees and the third paragraph states your goal is to generate a relatively predictable and stable current stream
of income. Please remove these statements, which may be more appropriate in the summary. Refer to Item 501 of Regulation S-K.

Response:
We revised the cover page to Amendment No. 8 accordingly; a copy of which is attached to this letter. We further represent that
the final cover page will not exceed one page.

Prospectus
Summary

Who is
our sponsor, and what role will it play?

 3. We note your statement that your sponsor was founded to make direct real estate investment easier
and less expensive for the small investor. Please revise to clarify that your investors are not investing directly in real estate
and will continue to pay significant fees or advise. In this regard and without limitation, we note the organization and offering
expenses to be reimbursed to your sponsor, asset management fee payable to your advisor and subordinated participation fee paid
to your advisor.

Response:
We revised this Q&A as follows:

  Who is our sponsor, and what role will
it play?

  Our sponsor is Rich Uncles, LLC, or Rich Uncles, which was founded by Ray
Wirta and Harold Hofer for a single purpose – to make direct real estate investment easier and less expensive
for the small investor. Typically, the sponsor of a non-exchange listed public REIT, such as our company, has an in-house dealer-manager
that is responsible for marketing shares in its real estate investment trust, or REIT, to broker-dealers licensed with FINRA and
investment advisers or financial planners who are licensed with the SEC or state securities administrators. These fees typically
include:

 · 5% to 7% sales commission paid to a broker dealer or financial planner
for soliciting the REIT investment;

 · 2% to 3% often paid to a dealer manager for managing the sales effort;
and

 · 1% to 2% paid to the dealer manager, broker-dealer or financial planner
to reimburse costs associated with a due diligence review of the offering.

  The broker-dealer or financial planner usually receives 5% to 7%
of his or her clients’ investment in the REIT as a commission. Additionally, the dealer-manager may also receive a commission,
in the 2% to 3% range. Finally, the broker-dealer or financial planner may be reimbursed for costs associated with due diligence
in an amount equal to 1% to 2% of the investment amount.

Jennifer Gowetski

DRAFT April 28, 2016

Page 4

  When one adds up all of these commissions and reimbursements, approximately
10% of the cost of the REIT shares is spent on broker-dealer and dealer-manager costs. Rich Uncles has created an alternate distribution
channel for the sale of non-exchange listed public REITs that excludes payment of commissions and expense reimbursements to advisory
intermediaries. This alternate channel embraces the large scale reach of the internet, and the ease of access to and transparency
of information contained over the internet. Thus, Rich Uncles believes that with this ease and transparency, Rich Uncles can deliver
a real estate product to the market that has roughly 10% more of the investment amount actually being invested in real estate rather
than being paid to others in the form of commissions and reimbursements.

Investment in our shares
still involves substantial fees which may exceed fees paid by other REITs for the same services. These fees include an organization
and offering expense fee if 3% of gross proceeds to be reimbursed to our sponsor, asset management fee payable to our advisor and
subordinated participation fee payable to our advisor.

For example 	On
the other hand, other non-exchange listed public REITs may charge lower performance fees than we will pay to our advisor.
In many cases, non-exchange listed public REITs pay subordinated performance fees equal to 15% to 25% of the amounts by which asset
sale proceeds exceed the amounts paid to purchase shares and a return of their invested capital plus a 6% cumulative, non-compounded
annual return on invested capitalwhile our advisor’s subordinated performance fee equals (i) 40% of the annual increase
in the Net Asset Value, or NAV, of our shares, subordinated to payment of a 6.5% cumulative, non-compounded return on invested
capital, plus (ii) plus 40% of the amount by which annual distributions to stockholders exceed such 6.5% cumulative, non-compounded
return on invested capital. In contrast, our advisor’s performance fee, or the subordinated participation fee,
is a fee calculated as of December 31 of each year which is subordinated to payment to stockholders of at least a 6.5% cumulative,
non-compounded return and equal to the sum of (i) 40% of the amount by which the Net Asset Value, or NAV, per share, as of December
31 exceeds the highest previous public offering price of our shares to the public, adjusted to reflect any returns of capital,
plus (ii) 40% of the amount by which non-return of capital distributions to stockholders for that year exceeds a 6.5% cumulative,
non-compounded return on the highest previous public offering price of our shares to the public, adjusted to reflect any returns
of capital.

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

Subordinated
Participation Fee

 4. We note your response to comment 5 of our letter and your revised disclosure on page 50. Please
revise your disclosure in this section and in the fee table on page 45 to clarify that the advisor is entitled to payment of both
(i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined by the
board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii) 40.0%
of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares for
years in which distributions to shareholders meet or exceed a cumulative, non- compounded 6.5% return on the purchase price of
their shares.

Jennifer Gowetski

DRAFT April 28, 2016

Page 5

Response:
We have revised the Form S-11 to clarify that the advisor will be entitled to a subordinated participation fee equal to the sum
of both individual components of the fee. For example, we revised the language on attached pages 44-46 of Amendment 8 to substantially
the following:

The subordinated participation
fee is an annually measured performance fee subordinated to payment to stockholders of the
Preferred Return. The subordinated participation fee is only due to the advisor if the Preferred Return is achieved and
is equal to the sum of:

(i) 40% of the product
of (a) the difference of (x) the Preliminary NAV, minus (y) the Highest Prior NAV per share, multiplied by (b) the
number of shares outstanding as of December 31 of the relevant annual period, plus

(ii) 40% of the product
of: (i) the Excess Return, multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated
on a monthly basis.

Risk
Factors

Because
we are selling our shares directly to the public, our stockholders will not have the benefit . . . .

 5. We note your statement that stockholders will not have the benefit of an independent review and
investigation of this offering of the type normally performed by an unaffiliated, independent underwriter in a public securities
deal. Please revise to clarify whether an independent due diligence review is customarily performed in other non- listed REIT offerings
or advise. In addition, please more specifically describe how the absence of an independent due diligence review increases the
risks and uncertainties faced by stockholders.

Response:
We revised the risk factor as follows:

Because we are selling
our shares directly to the public, our stockholders will not have the benefit of an independent due diligence review of us, which
is customarily performed in underwritten offerings; the absence of an independent due diligence review increases the risks and
uncertainty our stockholders face.

Because there is no independent
third party underwriter selling our shares or managing the sales effort, there will be no outside independent review of our finances
and operations in connection with the preparation of this offering, other than the attached independent audit of our financial
statements. Other REITs who use a licensed broker-dealer to sell shares are subjected to a due diligence review by the underwriter
or dealer manager to satisfy statutory duties under the Securities Act of 1933 and the rules of FINRA or the national securities
exchange where the REIT securities are listed. Therefore, our stockholders must rely on the information in this prospectus
and will not have the benefit of an independent review and investigation of this offering of the type normally performed by an
unaffiliated, independent underwriter in a public securities offering.

Due diligence reviews typically
include an independent investigation of the background of the sponsor, advisor and their affiliates, review of the o

CORRESP
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filename1.htm

rich
uncles NNN Reit, Inc.

3080 Bristol Street, Suite 550

 Costa Mesa, California 92626

May 27, 2016

VIA EDGAR AND EMAIL

United States Securities and Exchange Commission

Attention: Ms. Jennifer Gowetski

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Rich Uncles NNN REIT, Inc.

    Request for Acceleration

    File No. 333-205684

Dear Ms. Gowetski:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Rich Uncles NNN REIT, Inc. (the “Company”) hereby requests that the United
States Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-captioned Registration
Statement (the “Registration Statement”) in order that the Registration Statement shall become effective at 5:00
p.m. (EDT) on May 31, 2016 or as soon thereafter as practicable.

In connection with the acceleration request,
the Company hereby acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Lee Polson of Strasburger
& Price, LLP (counsel to the Company) at 512-499-3626 with any questions about this acceleration request. Please notify
us when the delegated authority copy of the order of the Commission declaring the Registration Statement effective has been executed.

    Very truly yours,

     Rich Uncles NNN REIT, Inc.

     By:
    /s/ Harold Hofer

     Name:
    Harold Hofer

     Title:
    Chief Executive Officer

CORRESP
1
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rich uncles NNN Reit, INC.

3080 Bristol Street, Suite 550

Costa Mesa, California 92626

May 27, 2016

VIA EDGAR AND EMAIL

United States Securities and Exchange Commission

Attention: Ms. Jennifer Gowetski

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Rich Uncles NNN REIT, Inc.

File No. 333-205684

Dear Ms. Gowetski:

Rich Uncles NNN REIT, Inc. (the “Company”) provides the following information in response to the oral comment of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”), relating to the above-referenced filing.  In response to the Staff’s comment, the Company undertakes to revise Table III for Nexregen Firewheel Real Estate Investment Trust of Pre-Effective Amendment No. 9 to Registration Statement on Form S-11 in a prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as follows: (i) footnote 3 to Table III will be deleted; (ii) the line item “Less: Cash distributions to investors - from return of capital (capital reserves) (3)” will be revised to “Less: Cash distributions to investors - from offering proceeds”; and (iii) the line item “Cash distributions to investors- Source - Return of capital (capital reserves)” will be revised to “Cash distributions to investors - Source - Offering Proceeds”. The complete revised table is copied below:

TABLE III

OPERATING RESULTS OF PRIOR PROGRAMS

 (Unaudited)

Nexregen Firewheel Real Estate Investment Trust (1)

2009

2010

2011

2012

2013

2014

2015

Gross Revenues

$

1,388,832

$

1,216,996

$

1,334,711

$

1,344,148

$

1,380,082

$

1,378,385

$

1,376,769

Profit on sale of properties (2)

—

—

—

—

—

—

—

Net Income – GAAP Basis

(46,079

)

(135,816

)

(66,006

)

(44,404

)

(35,183

)

(18,561

)

(77,081

)

Taxable Income

– from operations

(79,590

)

(230,590

)

(64,194

)

(49,930

)

(34,942

)

(18,500

)

(61,780

)

– from gain on sale

—

—

—

—

—

—

Cash generated from operations

202,114

188,965

200,139

302,343

282,238

270,797

283,838

Cash generated from sales (2)

—

—

—

—

—

—

—

Cash generated from refinancing (2)

—

—

—

—

—

—

—

Cash generated from operations, sales and refinancing

202,114

188,965

200,139

302,343

282,238

270,797

283,838

Less: Cash distributions to investors

– from operating cash flow – current year

202,114

183,571

200,139

302,343

258,019

270,797

262,165

– from sales and refinancing (2)

—

—

—

—

—

—

—

– from offering proceeds

68,767

—

21,450

11,569

—

—

—

– from operating cash flow – prior year

—

—

5,394

—

—

8,465

—

Cash generated (deficiency) after cash distributions

(68,767

)

5,394

(26,844

)

(11,569

)

24,219

(8,465

)

21,673

Less: Special items (not including sales and refinancing)

—

—

—

—

(14,005

)

—

—

Cash generated (deficiency) after cash distributions and special items

(68,767

)

5,394

(26,844

)

(11,569

)

10,214

(8,465

)

21,673

Tax and Distribution Data Per $1000 Invested

Federal Income Tax Results:

Ordinary Income (Loss)

– From operations

—

—

—

—

—

—

—

– from recapture

—

—

—

—

—

—

—

Capital gain (loss)

—

—

—

—

—

—

—

Cash Distributions to Investors – Source

– Investment income (3)

202.114

183.571

205.533

302.343

258.019

279.262

262.165

– Offering Proceeds

68.767

—

21.450

11.569

—

—

—

Amount (in percentage terms) remaining invested in properties at the end of 2015

100

%

(1)

The program’s investment objective is to own and operate a single shopping center in Garland, Texas.

(2)

The program has never sold or refinanced its only property, which it still owns and operates.

(3)

Cash distributions from prior year and current year operating cash flow.

May 27, 2016

Page 2

Please contact Lee Polson of Strasburger & Price, LLP (counsel to the Company) at 512-499-3626 with any questions about this undertaking.

Very truly yours,

 Rich Uncles NNN REIT, Inc.

 By:

/s/ Harold Hofer

 Name:

Harold Hofer

 Title:

Chief Executive Officer

CORRESP
1
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DRAFT
April 28,May 11, 2016

Jennifer Gowetski

Special Counsel

Division of Corporation
Finance

Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Rich Uncles NNN REIT, Inc.

    Amendment No.
8 to Registration Statement on Form S-11

    Filed AprilMay [●], 2016

    File No.  333-205684

Dear Ms. Gowetski:

Rich
Uncles NNN REIT, Inc. (the “Company”) provides the following information in response to the comments contained
in the correspondence of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, dated
April 18, 2016, relating to the above-referenced filing. We have repeated the text of your comments below and followed each with
our response. Further,  On Aprilon May [●], 2016,
the Company filed Pre-Effective Amendment No. 8 to its Registration Statement on Form S-11, containing the revisions described
below. Our responses below refer to Amendment No. 8, and we enclose five paper copies of Amendment No. 8, marked to show changes
from Amendment No. 7 (filed March 25, 2016).

General

 1. We note your response to comment 2 of our letter, including the line item
in your tabular template indicating that the subordinated participation fee, as determined by the board, is deducted in calculating
NAV. However, we also note your response to comment 5 of our letter and your statement on page 50 that the subordinated participation
fee consists of “(i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share
as determined by the board of directors (or $10.00 per share if no such
determination has been made) less any prior return of capital, and (ii) 40.0% of the amount by which distributions to stockholders
for the year exceed a 6.5% return on the purchase price of their shares.” Please advise us how the subordinated participation
fee will be deducted in calculating NAV when it is based in part on the calculation of NAV. As applicable, please revise your disclosure
to more specifically explain how the subordinated participation fee will be deducted in calculating NAV.

Jennifer Gowetski

DRAFT April 28,May
11, 2016

Page 2

Response:
We have revised the Form S-11 to provide additional detail concerning the interaction of the calculation of NAV and the
calculation of the subordinated participation fee; please see attached pages 1, 3-5, and 44-46 of Amendment No. 8. As
described in Amendment No. 8, the subordinated participation fee is calculated based on the NAV figure described in the
disclosure on page 101 under the caption “Calculation of Our NAV Per Share”, defined and referred to as the
“Preliminary NAV”. As further noted in that disclosure, if our advisor is entitled to
receive a subordinated participation fee for a given annual period, that fee amount then reduces the Preliminary NAV figure for
use in future calculations, including any future offering prices per share at which shares are offered to the public, because the
amounts represented by the fee are paid from and reduce the assets (and therefore the NAV) of the Company. And, in order to provide
additional clarity with respect to this interaction, we further revised each discussion of the subordinated participation fee to
include a specific reference that the fee is calculated from the Preliminary NAV amount. For example, we revised the language on
pages 3-4 of Amendment No. 8 as follows (emphasis added):

The subordinated participation fee is an annually
measured performance fee subordinated to payment to stockholders of at least a 6.5% cumulative, non-compounded return on the highest
previous offering price to the public for our shares, after adjustment to reflect all return of capital distributions (such highest
previous offering price the “Highest Prior NAV per share”, and such return the “Preferred Return”). The
subordinated participation fee is only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i) 40% of the product of (a) the difference
of (x) the Preliminary NAV per share (as defined in Calculation of Our NAV Per Share, below), minus (y) the Highest
Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period,
but only if this results in a positive number, plus

(ii) 40% of the product of: (i) the amount by
which aggregate cash distributions to stockholders during the annual period, excluding return of capital distributions, , divided
by the weighted average number of shares outstanding for the annual period, calculated on a monthly basis, exceed the Preferred
Return (the “Excess Return”), multiplied by (ii) the weighted average number of shares outstanding for the annual
period, calculated on a monthly basis.

The Preferred Return is
measured by all distributions to shareholders, except for the distribution of sale or financing proceeds which would act to reduce
the shareholders’ investment basis, which are referred to herein as “return of capital” distributions.

We also revised the tabular
template originally contained in our letter dated March 25, 2016. We resubmit the template below (marked to show changes against
the prior response) with additions (i) demonstrating both the assets and liabilities discussed in response to comment 6, infra,
and (ii) including a new interim line item, “Preliminary NAV”:

Jennifer Gowetski

DRAFT April 28,May
11, 2016

Page 3

As of each December 31:

    Gross value of real estate assets (as reported by valuation expert)

    Less value of real estate liabilities (as reported by valuation expert) (1)

    Plus upward adjustments to individual real estate asset values made by board

    Minus downward adjustments to individual real estate asset values made by board

    Plus value of all other non-cash assets as determined by board

    Plus cash on hand

    Plus value of all other non-cash assets as determined by board

    Plus cash on hand

    Minus
all other non-real estate liabilities of the issuer, including any accrued unpaid advisory
fees and expenses for services through year end:

    Accrued
unpaid advisory fees and expenses

    Dividends and distributions payable

    Any balance due on the acquisition line
of credit

    Other (2)

    The interim result is Preliminary
NAV

    Minus subordinated participation fee

    The result is the NAV as of December 31 (23)

(1)	Asset valuation provided by valuation expert will
quantify  be net of mortgage lending and other liabilities associated with each
property.

(2)	Includes items
such as tenant security deposits, other accounts payable, interest payable and accrued expenses.

(3) 	The
resulting NAV divided by the number of shares of stock issued and outstanding as of December 31 will become the new offering price
per share to the public.

Prospectus Cover Page

 2. Please confirm that your cover page will not exceed one page. To that end,
we note the second paragraph states that your total upfront expenses are significantly less than those of other non-exchange listed
public REITs that do pay commissions and fees and the third paragraph states your goal is to generate a relatively predictable
and stable current stream of income. Please remove these statements, which may be more appropriate in the summary. Refer to Item
501 of Regulation S-K.

Response:
We revised the cover page to Amendment No. 8 accordingly; a copy of which is attached to this letter. We further represent that
the final cover page will not exceed one page.

Prospectus Summary

Who is our sponsor, and what role will it play?

 3. We note your statement that your sponsor was founded to make direct real
estate investment easier and less expensive for the small investor. Please revise to clarify that your investors are not investing
directly in real estate and will continue to pay significant fees or advise. In this regard and without limitation, we note the
organization and offering expenses to be reimbursed to your sponsor, asset management fee payable to your advisor and subordinated
participation fee paid to your advisor.

Jennifer Gowetski

DRAFT April 28,May
11, 2016

Page 4

Response: We revised this Q&A as follows:

Who is our sponsor, and what role will it play?

Our sponsor is Rich Uncles,
LLC, or Rich Uncles, which was founded by Ray Wirta and Harold Hofer for a single purpose – to make direct
real estate investment easier and less expensive for the small investor. Typically, the sponsor of a non-exchange listed public
REIT, such as our company, has an in-house dealer-manager that is responsible for marketing shares in its real estate investment
trust, or REIT, to broker-dealers licensed with FINRA and investment advisers or financial planners who are licensed with the SEC
or state securities administrators. These fees typically include:

 o 5% to 7% sales
commission paid to a broker dealer or financial planner for soliciting the REIT investment;

 o 2% to 3% often
paid to a dealer manager for managing the sales effort; and

 o 1% to 2% paid to the dealer manager,
broker-dealer or financial planner to reimburse costs associated with a due diligence review of the offering.

The broker-dealer
or financial planner usually receives 5% to 7% of his or her clients’ investment in the REIT as a commission. Additionally, the dealer-manager may also receive a commission, in the 2%
to 3% range. Finally, the broker-dealer or financial planner may be reimbursed for costs associated with
due diligence in an amount equal to 1% to 2% of the investment amount.

When one adds up all of
these commissions and reimbursements, approximately 10% of the cost of the REIT shares is spent on broker-dealer and dealer-manager
costs. Rich Uncles has created an alternate distribution channel for the sale of non-exchange listed public REITs that excludes
payment of commissions and expense reimbursements to advisory intermediaries. This alternate channel embraces the large scale reach
of the internet, and the ease of access to and transparency of information contained over the internet. Thus, Rich Uncles believes
that with this ease and transparency, Rich Uncles can deliver a real estate product to the market that has roughly 10% more of
the investment amount actually being invested in real estate rather than being paid to others in the form of commissions and reimbursements.

Investment
in our shares still involves substantial fees which may exceed fees paid by other REITs for the same services. These fees
include an organization and offering expense fee  ifof
3% of gross proceeds to be reimbursed to our sponsor, a monthly asset management fee payable to our advisor  andequal
to 0.1% of the total investment value of the assets and a subordinated participation fee payable to our advisor, as described
below.

For example  On
the other hand, other non-exchange listed public REITs may charge lower performance fees than we will pay to our
advisor. In many cases, non-exchange listed public REITs pay subordinated performance fees equal to 15% to 25% of the amounts
by which asset sale proceeds exceed the amounts paid to purchase shares and a return of their invested capital plus a 6%
cumulative, non-compounded annual return on invested capitalwhile our advisor’s subordinated performance
fee equals (i) 40% of the annual increase in the Net Asset Value, or NAV, of our shares, subordinated
to payment of a 6.5% cumulative, non-compounded return on invested capital, plus (ii) plus 40% of
the amount by which annual distributions to stockholders exceed such 6.5% cumulative,
non-compounded return on invested capital. In contrast, our advisor’s performance fee, or
the subordinated participation fee, is a fee calculated as of December 31 of each year which is subordinated to payment to
stockholders of at least a 6.5% cumulative, non-compounded return and equal to the sum of (i) 40% of the amount by which the
Net Asset Value, or NAV, per share, as of December 31 exceeds the highest previous public offering price of our shares to the
public, adjusted to reflect any returns of capital, plus (ii) 40% of the amount by which non-return of capital
distributions to stockholders for that year exceeds a 6.5% cumulative, non-compounded return on the highest previous public
offering price of our shares to the public, adjusted to reflect any returns of capital.

Jennifer Gowetski

DRAFT April 28,May
11, 2016

Page 5

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

Subordinated Participation Fee

 4. We note your response to comment 5 of our letter and your revised disclosure
on page 50. Please revise your disclosure in this section and in the fee table on page 45 to clarify that the advisor is entitled
to payment of both (i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as
determined by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital,
and (ii) 40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of
their shares for years in which distributions to shareholders meet or exceed a cumulative, non- compounded 6.5% return on the purchase
price of their shares.

Response: We have revised the Form S-11 to clarify that the advisor will be entitled to a subordinated participation fee equal to the sum of both individual components of the fee. For example, we revised the language on attached pages 44-46 of Amendment 8 to substantially the following:

The subordinated participation fee is an annually
measured performance fee subordinated to payment to stockholders of the Preferred Return. The subordinated participation fee is
only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i) 40% of the product of (a) the difference
of (x) the Preliminary NAV, minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding
as of December 31 of the relevant annual period, plus

(ii) 40% of the product of: (i) the Excess Return,
multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

Risk Factors

Because we are selling our shares directly to the
public, our stockholders will not have the benefit . . . .

 5. We note your statement that stockholders will not have the benefit of an
independent review and investigation of this offering of the type normally performed by an unaffiliated, independent underwriter
in a public securities deal. Please revise to clarify whether an independent due diligence review is customarily performed in other
non- listed REIT offerings or advise. In addition, please more specifically describe how the absence of an independent due diligence
review increases the risks and uncertainties faced by stockholders.

Jennifer Gowetski

DRAFT April 28,May
11, 2016

Page 6

Response: We revised the risk factor as follows:

Because we are selling
our shares directly to the public, our stockholders will not have the benefit of an independent due diligence review of us, which
is customarily performed in underwritten offerings; the absence of an independent due diligence review increases the risks and
uncertainty our stockholders face.

Because there is no independent
third party underwriter selling our shares or managing the sales effort, there will be no outside independent review of our finances
and operations in connection with the preparation of this offering, other than the attached independent audit of our financial
statements. Other REITs who use a licensed broker-dealer to sell shares are subjected to a due diligence review by the underwriter
or dealer manager to satisfy statutory duties under the Securities Act of 1933 and the rules of FINRA or the national securities
exchange where the REIT securities are listed. Therefore, our stockholders

CORRESP
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May 26, 2016

LEE POLSON

(512) 499-3626

Lee.Polson@strasburger.com

Via Federal Express

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

Rich Uncles NNN REIT, Inc.

Amendment No. 9 to Registration Statement on Form S-11

Filed May 26, 2016

 File No. 333-205684

Dear Ms. Gowetski:

Rich Uncles NNN REIT, Inc. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, dated May 25, 2016, relating to the above-referenced filing. We have repeated the text of your comments below and followed each with our response. Further, on May 26, 2016, the Company filed Pre-Effective Amendment No. 9 to its Registration Statement on Form S-11 (“Amendment No. 9”), containing the revisions described below. Our responses below refer to Amendment No. 9, and we enclose five paper copies of Amendment No. 9, marked to show changes from Amendment No. 8 (filed May 23, 2016).

Prospectus Cover Page

1.
We note your response to comment 2 of our letter, and we reissue the comment in part. Please remove the statement that your “goal is to generate a relatively predictable and stable current stream of income for investors and the potential for long-term capital appreciation in the value of [y]our properties,” which may be more appropriate in the summary.

Response: We revised the cover page to Amendment No. 9 accordingly.

Jennifer Gowetski

May 26, 2016

Page 2

Management

Executive Officers and Directors, page 41

2.
We note that you have included Jean Ho, as your Chief Financial Officer, in the table on page 41. Please revise your disclosure to provide the biographical disclosures required by Item 401 of Regulation S-K with respect to such officer. Additionally, we note that you have added a signature for Jean Ho as Chief Financial Officer to the signature page of the registration statement, but you continue to identify Harold Hofer as the Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer. Please advise us whether you consider Jean Ho to be your principal financial officer and/or principal accounting officer and, if so, revise your signature page accordingly.

Response: We have revised Amendment No. 9 to include the biographical disclosures required by Item 401 of Regulation S-K with respect to Jean Ho, a copy of which appears below. We have also revised the signature page to Amendment No. 9 to indicate that Ms. Ho is the Company’s Principal Financial Officer and Principal Accounting Officer. See pages 42 and II-5. Ms. Ho’s biographical information states as follows:

“Ms. Jean Ho. Ms. Ho is our Chief Financial Officer, having joined our sponsor in January 2016. Ms. Ho is also an adjunct professor of taxation at California State University, Fullerton’s Graduate School of Accounting. From 2010 through 2015, Ms. Ho served as the Chief Operating Officer and Chief Financial Officer of Soteira Capital, LLC, a southern California-based, registered investment adviser with approximately $250 million under management that serves investment companies, pooled investment vehicles, pension and profit sharing plans, high net worth individuals, private foundations, and charitable organizations. Prior to her service at Soteira Capital, LLC, Ms. Ho served as the Chief Financial Officer of MKA Capital Advisors, LLC, a sponsor and manager of an approximately $750 million private real estate investment fund, and, prior to that, as a Director at BridgeWest, LLC, a $500 million family office. Prior to entering private practice, she was employed by KPMG, specializing in real estate, financial services, and personal financial planning. Ms. Ho has also been a member of the California State Bar since 1996 and a licensed Certified Public Accountant in California since 1992.”

Jennifer Gowetski

May 26, 2016

Page 3

Prior Performance

Table III — Operating Results of Prior Programs, page 82

3.
We note your response to comment 8 of our letter. We continue to believe that you should revise your disclosure in the table on page 82 to identify the source of cash distributions from return of capital (capital reserves). Please revise accordingly.

Response: We have revised Amendment No. 9 to include a footnote to Table III for Nexregen Firewheel Real Estate Investment Trust on page 82, stating that the source of cash distributions from the entries labeled “return of capital (capital reserves)” was Nexregen Firewheel Real Estate Investment Trust’s working capital reserves funded from offering proceeds. See page 83. The new footnote states as follows:

“Cash distributions from working capital reserves funded from offering proceeds.”

We trust that the foregoing information adequately responds to your comments. If you have additional questions or comments, please contact me.

Very truly yours,

/s/ Lee Polson

Strasburger & Price, LLP

Mailstop 3233
May 25 , 2016

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles  NNN  REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles  NNN  REIT, Inc.
Amendment No. 8 to Registration Statement on Form S -11
Filed May 23 , 2016
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  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 d isclosure.

Please respond to this letter 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 no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our April 18 , 2016  letter .

Prospectus Cover Page

1. We note your response to comment 2 of our letter, and we reissue the comment in part.
Please remove the statement that your “ goal is to generate a relatively predictable and
stable current stream of income for investors and the potential for long -term capital
appreciation in the value of [y]our properties ,” which may be more appropriate in the
summary.

Harold Hofer
Rich Uncles  NNN  REIT, Inc.
May 25 , 2016
Page 2

 Management

Executive  Officers and Directors , page 41

2. We note that you have included Jean Ho, as your Chief Financial Officer, in the table on
page 41.  Please revise your disclosure to provide the biographical disclosures required
by Item 401 of Regulation S -K with respect t o such officer.  Additionally, we note that
you have added a signature for Jean Ho as Chief Financial Officer to the signature page
of the registration statement, but you continue to identify Harold Hofer as the Principal
Executive Officer, Principal Finan cial Officer, and Principal Accounting Officer.  Please
advise us whether you consider Jean Ho to be your principal financial officer and/or
principal accounting officer and, if so, revise your signature page accordingly.

Prior Performance

Table III – Operating Results of Prior Programs, page 82

3. We note your response to comment 8 of our letter.  We continue to believe that you
should revise your disclosure in the table on page 82 to identify the source of cash
distributions from return of capital (capital reserves).  Please revise accordingly.

You may contact Paul Cline, Staff Accountant, at 202 -551-3851 or Eric McPhee, Senior
Staff Accounta nt, at 202-551-3693 if you have questions regarding comments on the financial
statements and related matters .  Please contact  Sara von Althann, Attorney -Advisor,  at 202-551-
3207 or me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger &  Price, LLP

Robert T. Plesnarski
O'Melveny & Myers LLP

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May 23, 2016

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
Rich Uncles NNN REIT, Inc.

Amendment No. 8 to Registration Statement on Form S-11

Filed May 23, 2016

File No.  333-205684

Dear Ms. Gowetski:

Rich Uncles NNN REIT, Inc. (the “Company”) provides the following information in response to the comments contained in the correspondence of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, dated April 18, 2016, relating to the above-referenced filing.  We have repeated the text of your comments below and followed each with our response.  Further, on May 23, 2016, the Company filed Pre-Effective Amendment No. 8 to its Registration Statement on Form S-11, containing the revisions described below. Our responses below refer to Amendment No. 8, and we enclose five paper copies of Amendment No. 8, marked to show changes from Amendment No. 7 (filed March 25, 2016).

General

1.

We note your response to comment 2 of our letter, including the line item in your tabular template indicating that the subordinated participation fee, as determined by the board, is deducted in calculating NAV.  However, we also note your response to comment 5 of our letter and your statement on page 50 that the subordinated participation fee consists of “(i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii) 40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares.”  Please advise us how the subordinated participation fee will be deducted in calculating NAV when it is based in part on the calculation of NAV.  As applicable, please revise your disclosure to more specifically explain how the subordinated participation fee will be deducted in calculating NAV.

Jennifer Gowetski

May 23, 2016

Page 2

Response:  We have revised the Form S-11 to provide additional detail concerning the interaction of the calculation of NAV and the calculation of the subordinated participation fee; please see attached pages 1, 5-7, and 50-52 of Amendment No. 8.  As described in Amendment No. 8, the subordinated participation fee is calculated based on the NAV figure described in the disclosure on pages 55-56 under the caption “Calculation of Our NAV Per Share”, defined and referred to as the “Preliminary NAV”.  As further noted in that disclosure, if our advisor is entitled to receive a subordinated participation fee for a given annual period, that fee amount then reduces the Preliminary NAV figure for use in future calculations, including any future offering prices per share at which shares are offered to the public, because the amounts represented by the fee are paid from and reduce the assets (and therefore the NAV) of the Company.  And, in order to provide additional clarity with respect to this interaction, we further revised each discussion of the subordinated participation fee to include a specific reference that the fee is calculated from the Preliminary NAV amount.  For example, we revised the language on pages 6-7 of Amendment No. 8 as follows (emphasis added):

The subordinated participation fee is an annually measured performance fee subordinated to payment to stockholders of at least a 6.5% cumulative, non-compounded return on the highest previous offering price to the public for our shares, after adjustment to reflect all return of capital distributions (such highest previous offering price the “Highest Prior NAV per share”, and such return the “Preferred Return”). The subordinated participation fee is only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i) 40% of the product of (a) the difference of (x) the Preliminary NAV per share (as defined in Calculation of Our NAV Per Share, below), minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, but only if this results in a positive number, plus

(ii) 40% of the product of: (i) the amount by which aggregate cash distributions to stockholders during the annual period, excluding return of capital distributions,  divided by the weighted average number of shares outstanding for the annual period, calculated on a monthly basis, exceed the Preferred Return (the “Excess Return”), multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

The Preferred Return is measured by all distributions to shareholders, except for the distribution of sale or financing proceeds which would act to reduce the shareholders’ investment basis, which are referred to herein as “return of capital” distributions.

Jennifer Gowetski

May 23, 2016

Page 3

We also revised the tabular template originally contained in our letter dated March 25, 2016. We resubmit the template below (marked to show changes against the prior response) with additions (i) demonstrating both the assets and liabilities discussed in response to comment 6, infra, and (ii) including a new interim line item, “Preliminary NAV”:

As of each December 31:

Gross value of real estate assets (as reported by valuation expert)

Less value of real estate liabilities (as reported by valuation expert) (1)

Plus value of all other non-cash assets as determined by board

Plus cash on hand

Minus all other non-real estate liabilities of the issuer:

Accrued unpaid advisory fees and expenses

Dividends and distributions payable

Any balance due on the acquisition line of credit

Other (2)

The interim result is Preliminary NAV

Minus subordinated participation fee

The result is the NAV as of December 31 (3)

(1)
Asset valuation provided by valuation expert will quantify mortgage lending and other liabilities associated with each property.

(2)
Includes items such as tenant security deposits, other accounts payable, interest payable and accrued expenses.

(3)
The resulting NAV divided by the number of shares of stock issued and outstanding as of December 31 will become the new offering price per share to the public.

Prospectus Cover Page

2.
Please confirm that your cover page will not exceed one page.  To that end, we note the second paragraph states that your total upfront expenses are significantly less than those of other non-exchange listed public REITs that do pay commissions and fees and the third paragraph states your goal is to generate a relatively predictable and stable current stream of income.  Please remove these statements, which may be more appropriate in the summary.  Refer to Item 501 of Regulation S-K.

Response:  We revised the cover page to Amendment No. 8 accordingly; a copy of which is attached to this letter.  We further represent that the final cover page will not exceed one page.

Jennifer Gowetski

May 23, 2016

Page 4

Prospectus Summary

Who is our sponsor, and what role will it play?

3.
We note your statement that your sponsor was founded to make direct real estate investment easier and less expensive for the small investor.  Please revise to clarify that your investors are not investing directly in real estate and will continue to pay significant fees or advise.  In this regard and without limitation, we note the organization and offering expenses to be reimbursed to your sponsor, asset management fee payable to your advisor and subordinated participation fee paid to your advisor.

Response:  We revised this Q&A as follows:

Who is our sponsor, and what role will it play?

Our sponsor is Rich Uncles, LLC, or Rich Uncles, which was founded by Ray Wirta and Harold Hofer for a single purpose – to make direct real estate investment easier and less expensive for the small investor. Typically, the sponsor of a non-exchange listed public REIT, such as our company, has an in-house dealer-manager that is responsible for marketing shares in its real estate investment trust, or REIT, to broker-dealers licensed with FINRA and investment advisers or financial planners who are licensed with the SEC or state securities administrators. These fees typically include:

·

5% to 7% sales commission paid to a broker dealer or financial planner for soliciting the REIT investment;

·

2% to 3% often paid to a dealer manager for managing the sales effort; and

·

1% to 2% paid to the dealer manager, broker-dealer or financial planner to reimburse costs associated with a due diligence review of the offering.

The broker-dealer or financial planner usually receives 5% to 7% of his or her clients’ investment in the REIT as a commission. Additionally, the dealer-manager may also receive a commission, in the 2% to 3% range. Finally, the broker-dealer or financial planner may be reimbursed for costs associated with due diligence in an amount equal to 1% to 2% of the investment amount.

Jennifer Gowetski

May 23, 2016

Page 5

When one adds up all of these commissions and reimbursements, approximately 10% of the cost of the REIT shares is spent on broker-dealer and dealer-manager costs. Rich Uncles has created an alternate distribution channel for the sale of non-exchange listed public REITs that excludes payment of commissions and expense reimbursements to advisory intermediaries. This alternate channel embraces the large scale reach of the internet, and the ease of access to and transparency of information contained over the internet. Thus, Rich Uncles believes that with this ease and transparency, Rich Uncles can deliver a real estate product to the market that has roughly 10% more of the investment amount actually being invested in real estate rather than being paid to others in the form of commissions and reimbursements.

Investment in our shares still involves substantial fees which may exceed fees paid by other REITs for the same services.  These fees include an organization and offering expense fee of 3% of gross proceeds to be reimbursed to our sponsor, a monthly asset management fee payable to our advisor equal to 0.1% of the total investment value of the assets and a subordinated participation fee payable to our advisor, as described below.

For example                       On the other hand, other non-exchange listed public REITs may charge lower performance fees than we will pay to our advisor. In many cases, non-exchange listed public REITs pay subordinated performance fees equal to 15% to 25% of the amounts by which asset sale proceeds exceed the amounts paid to purchase shares and a return of their invested capital plus a 6% cumulative, non-compounded annual return on invested capitalwhile our advisor’s subordinated performance fee equals (i) 40% of the annual increase in the Net Asset Value, or NAV, of our shares, subordinated to payment of a 6.5% cumulative, non-compounded return on invested capital, plus (ii) plus 40% of the amount by which annual distributions to stockholders exceed such 6.5% cumulative, non-compounded return on invested capital. In contrast, our advisor’s performance fee, or the subordinated participation fee, is a fee calculated as of December 31 of each year which is subordinated to payment to stockholders of at least a 6.5% cumulative, non-compounded return and equal to the sum of:

(i) 40% of the product of (a) the difference of (x) the Preliminary NAV per share (as defined in Calculation of Our NAV Per Share, below), minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, but only if this results in a positive number, plus

(ii) 40% of the product of: (i) the amount by which aggregate cash distributions to stockholders during the annual period, excluding return of capital distributions, ,divided by the weighted average number of shares outstanding for the annual period, calculated on a monthly basis, exceed the Preferred Return (the “Excess Return”), multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

Jennifer Gowetski

May 23, 2016

Page 6

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

Subordinated Participation Fee

4.
We note your response to comment 5 of our letter and your revised disclosure on page 50.  Please revise your disclosure in this section and in the fee table on page 49 to clarify that the advisor is entitled to payment of both (i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii) 40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares for years in which distributions to shareholders meet or exceed a cumulative, non- compounded 6.5% return on the purchase price of their shares.

Response:  We have revised the Form S-11 to clarify that the advisor will be entitled to a subordinated participation fee equal to the sum of both individual components of the fee. For example, we revised the language on attached pages 49-51 of Amendment 8 to substantially the following:

The subordinated participation fee is an annually measured performance fee subordinated to payment to stockholders of the Preferred Return. The subordinated participation fee is only due to the advisor if the Preferred Return is achieved and is equal to the sum of:

(i) 40% of the product of (a) the difference of (x) the Preliminary NAV, minus (y) the Highest Prior NAV per share, multiplied by (b) the number of shares outstanding as of December 31 of the relevant annual period, plus

(ii) 40% of the product of: (i) the Excess Return, multiplied by (ii) the weighted average number of shares outstanding for the annual period, calculated on a monthly basis.

Risk Factors

Because we are selling our shares directly to the public, our stockholders will not have the benefit . . . .

5.
We note your statement that stockholders will not have the benefit of an independent review and investigation of this offering of the type normally performed by an unaffiliated, independent underwriter in a public securities deal.  Please revise to clarify whether an independent due diligence review is customarily performed in other non- listed REIT offerings or advise.  In addition, please more specifically describe how the absence of an independent due diligence review increases the risks and uncertainties faced by stockholders.

Jennifer Gowetski

May 23, 2016

Page 7

Response:  We revised the risk factor as follows:

Because we are selling our shares directly to the public, our stockholders will not have the benefit of an independent due diligence review of us, which is customarily performed in underwritten offerings; the absence of an independent due diligence review increases the risks and uncertainty our stockholders face.

Because there is no independent third party underwriter selling our shares or managing the sales effort, there will be no outside independent review of our finances and operations in connection with the preparation of this offering, other than the attached independent audit of our financial statements. Other REITs who use a licensed broker-dealer to sell shares are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act of 1933 and the rules of FINRA or the national securities exchange where the REIT securities are listed.  Therefore, our stockholders must rely on the information in this prospectus and will not have the benefit of an independent review and investigation of this offering of the

Mailstop 3233
April 1 8, 2016

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles  NNN  REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles  NNN  REIT, Inc.
Amendment No. 7 to Registration Statement on Form S -11
Filed March 25 , 2016
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  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 d isclosure.

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

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unles s we note
otherwise , our references to prior comments are to comments in our March 17 , 2016  letter .

General

1. We note your response to comment 2 of our letter, including the line item in your tabular
template indicating that the subordinated participation fee, as determined by the board, is
deducted in calculating NAV.  However, we also note your response to comment 5 of our
letter and your statement on page 50 that the subordinated participation fee consists of
“(i) 40.0% of the amount by which the increas e in NAV per share exceeds the highest
previous NAV per share as determined by the board of directors (or $10.00 per share if
no such determination has been made) less any prior return of capital, and (ii) 40.0% of
the amount by which distributions to stoc kholders for the year exceed a 6.5% return on
the purchase price of their shares.”  Please advise us how the subordinated participation
fee will be deducted in calculating NAV when it is based in part on the calculation of
NAV.  As applicable, please revis e your disclosure to more specifically explain how the
subordinated participation fee will be deducted in calculating NAV.

Harold Hofer
Rich Uncles  NNN  REIT, Inc.
April 1 8, 2016
Page 2

Prospectus Cover Page

2. Please confirm that your cover page will not exceed one page.  To that end, we note the
second paragraph stat es that your total upfront expenses are significantly less than those
of other non -exchange listed public REITs that do pay commissions and fees and the
third paragraph states your goal is to generate a relatively predictable and stable current
stream of i ncome.  Please remove these statements, which may be more appropriate in the
summary .  Refer to Item 501 of Regulation S -K.

Prospectus Summary

Who is our sponsor, and what role will it play? , page 1

3. We note your statement that your sponsor was founded to make direct real estate
investment easier and less expensive for the small investor.  Please revise to clarify that
your investors are not investing directly in real estate and will continue to pay significant
fees or advise.  In thi s regard and without limitation, we note the organization and
offering expenses to be reimbursed to your sponsor , asset management fee payable to
your advisor  and subordinated participation fee payable to your advisor .

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

Subordinated Participation Fee, page 4

4. We note your response to comment 5 of our letter and your revised disclosure on page
50.  Please revise your disclosure in this section and in the fee table on page 45 to clarify
that the advisor is entitled to payment of bo th (i) 40.0% of the amount by which the
increase in NAV per share exceeds the highest previous NAV per share as determined by
the board of directors (or $10.00 per share if no such determination has been made) less
any prior return of capital, and (ii) 40. 0% of the amount by which distributions to
stockholders for the year exceed a 6.5% return on the purchase price of their shares for
years in which distributions to shareholders meet or exceed a cumulative, non -
compounded 6.5% return on the purchase price o f their shares.

Risk Factors, page 14

Because we are selling our shares directly to the public, our stockholders will not have the
benefit…, page 15

5. We note your statement that stockholders will not have the benefit of an independent
review and investig ation of this offering of the type normally performed by an
unaffiliated, independent underwriter in a public securities deal.  Please revise to clarify
whether an independent due diligence review is customarily performed in other non -
listed REIT offerings  or advise.  In addition, please more specifically describe how the

Harold Hofer
Rich Uncles  NNN  REIT, Inc.
April 1 8, 2016
Page 3

 absence of an independent due diligence review increases the risks and uncertainties
faced by stockholders.

Valuation Policies, page 47

6. We note your response to comment 2 of our letter.   Please revise your disclosure to
discuss in more detail the basis on which the board may adjust individual real estate asset
values upward or downward.  In addition, please consider revising your tabular template
to provide separately your real estate as sets and real estate liabilities.

Prior Performance, page 71

7. We note your prior performance tables.  Please revise the headers of your tables to be
consistent with the table headers used in Industry Guide 5.

Table 4 – Operating Results of Prior Progr ams, page 75

8. With respect to the source of cash distributions to investors set forth in each Table 4,
please revise to separately quantify, as applicable, the source of distributions from (i)
operations, (ii) the sale of properties, (iii) financing and (i v) offering proceeds.  To the
extent distributions are sourced from a “return of capital,” please clarify, if true,
distributions are sourced from offering proceeds or advise.

You may contact Paul Cline, Staff Accountant, at 202 -551-3851 or Eric McPhee, Senior
Staff Accounta nt, at 202-551-3693 if you have questions regarding comments on the financial
statements and related matters.   Please contact  Sara von Althann, Attorney -Advisor,  at 202-551-
3207 or me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger & Price, LLP

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STRASBURGER & PRICE, LLP

720 Congress Avenue, Suite 700

Austin, Texas 78701

512-499-3600

Lee.Polson@strasburger.com

March 25, 2016

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Rich Uncles REIT, Inc.

Amendment No. 7 to Registration Statement on Form S-11

Filed March 25, 2016

File No.  333-205684

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles NNN REIT, Inc. (formerly known as Rich Uncles REIT, Inc.), we are responding to your letter dated March 17, 2016.  On March 25, 2016, the Company filed Pre-Effective Amendment No. 7 to its Registration Statement on Form S-11. Responses in this letter refer to Amendment No. 7.  We enclose five paper copies of Amendment No. 7, marked to show changes from the Amendment No. 6 to Registration Statement on Form S-11 filing made on February 29, 2016 and keyed to comments.

General

1.

We note your response to comment 4 of our letter.  We continue to consider whether your repurchase program is consistent with relief granted by the Division of Corporation Finance in prior no action letters.

Response: See pages 98-99. Based on our conversations with the Staff, we have revised the repurchase program and the description of the repurchase program in the prospectus to address three points.

·

We revised the limitation on the number of shares that can be repurchased under the repurchase program so that the limitation on shares that can be repurchased during any 12 month period is equal to 5% of the weighted average number of shares outstanding during the prior 12 months.

·

We revised the deadline for submitting a repurchase request and withdrawing a repurchase request to be three business days prior to the end of any given month. In connection with revising the deadline for submitting a repurchase request and withdrawing a repurchase request, we provided that repurchases of shares for which a proper repurchase request has been made and not withdrawn will be made on the third business day following the end of the month in which the repurchase request was received.

·

We clarified that, if a repurchase request is not fulfilled in full, then the remainder of the request shall be treated as a new request for repurchase in the following month, unless the Company receives a timely written request of withdrawal during the following month.

We have revised the relevant portions of the prospectus as follows:

Limitations on Repurchase

There are several limitations on the number of shares we may repurchase under the program:

•

To the extent our board of directors determines that we have sufficient available cash for redemptions, we intend to repurchase shares subject to the limit that, during any 12-month period, redemptions will not exceed 5% of the weighted-average number of shares outstanding during the prior 12 months. to an annual limitation of 5% of our outstanding shares. We will measure such limitation on a trailing 12 calendar months basis, such that the number of shares that we may repurchase during any 12 calendar month period does not exceed 5% of the number of shares outstanding as of the last day of such 12 month period.

•

We may not repurchase shares in an amount that would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

We may, but are not required to, use available cash not otherwise dedicated to a particular use to pay the repurchase price, including cash proceeds generated from the distribution reinvestment plan, securities offerings, operating cash flow not intended for distributions, borrowings and capital transactions, such as asset sales or refinancings. We cannot guarantee that we will have sufficient available cash to accommodate all repurchase requests made in any given month.

Procedures for Repurchase

Qualifying stockholders who desire to have their shares repurchased by us would have to give notice as provided on their personal on-line dashboard at www.RichUncles.com. All requests for repurchase must be received by our advisor at least five three business days prior to the end of a month. You may also withdraw a previously made request to have your shares repurchased. Withdrawal request must also be received by our advisor at least five three business days prior to the end of a month. We will repurchase shares on the fifth third business day after the end of a month in which a request for repurchase was received and not withdrawn.

If we cannot repurchase all shares presented for repurchase in any month because of the limitations on repurchases set forth in our share repurchase program, then we will honor repurchase requests on a pro rata basis.

In addition, if we do not completely satisfy a repurchase request on a repurchase date because our advisor did not receive the request in time, because of the limitations on repurchases set forth in our share repurchase program or because of a suspension of the program, then we will treat the unsatisfied portion of the repurchase request as a new request for repurchase at the next repurchase date that funds are available for repurchase, unless the repurchase request is withdrawn, and such new request will be subject to the same limitations and treated the same as all other new repurchase requests. Any stockholder can withdraw a repurchase request by sending written notice to the program administrator, provided such notice is received at least five three business days before the end of the month.

2.

We note your response to comment 10 of our letter, and we reissue the comment.  Please provide us supplementally with a tabular template for your calculation of future NAV disclosure, rather than a tabular summary of the steps you expect to follow in arriving at such calculation.

Response:  A tabular template follows:

As of each December 31:

Value of real estate assets and liabilities (as reported by valuation expert) (1)

Plus upward adjustments to individual real estate asset  values made by board

Minus downward adjustments to individual real estate asset values made by board

Plus value of all other non-cash assets as determined by board

Plus cash on hand

Minus other accrued liabilities of the issuer, including any unpaid advisory fees and expenses for services through year end

Minus subordinated participation fee, as determined by board

The result is the NAV as of December 31

(1)

Asset valuation provided by valuation expert will be net of mortgage lending and other liabilities associated with each property.

The resulting NAV will be divided by the number of shares of stock issued and outstanding as of December 31 to determine NAV per share.

3.

We note you will reimburse your sponsor for organizational and offering expenses. Please revise to quantify in this section, or elsewhere as appropriate, your organizational and offering expenses to date.

Response:  The Issuer has not paid any organizational and offering expenses to date.  These expenses , which equal $322,437 as of March 17, 2016, have been paid by the sponsor, who may only be reimbursed up to 3% of gross proceeds of the offering.  Of course, the gross proceeds of the offering, at present, are zero.  We have revised the prospectus on page 46 to elaborate this arrangement and provide the amount paid by the sponsor through March 17, 2016.

4.

We note your response to comment 6 of our letter and your revised disclosure.  Please consider revising your disclosure to provide an example detailing how the subordinated participation in distributions will be calculated, as you did in your response dated January 11, 2016 to our letter dated December 15, 2015.

Response:  See our response to Comment 5, below. We have revised Calculation of Subordinated Participation Fee page 50, and we believe that the revision clarifies the way it is calculated.  In particular, we note the deferral of payment of deferred fees and expenses reduces NAV for the period, as follows:

Because payment of the 6.5% cumulative, non-compounded return is a condition that must be satisfied before the advisor can receive the subordinated participation in distributions, deferral by the advisor or sponsor of any fees or reimbursements owed to them may result in the subordinated participation in distributions being paid to the advisor at a time when the subordinated participation would otherwise not be paid, if the deferral results in us having enough cash available to pay the full amount of the 6.5% cumulative, non-compounded return.  However, deferral of such fees or reimbursements will also create a corresponding liability for the deferred payments which will reduce NAV for the period. (Italics added.)

The Company, with the advice of counsel, has considered revising its disclosure to provide a numerical example detailing how the subordinated participation in distributions will be calculated, similar to the example that was provided supplementally by the Company and its response dated January 11, 2016 to your letter dated December 15, 2015. We believe that such an example would not improve the quality of disclosure because an example would involve so many complex and interrelated caveats and assumptions that the disclosure would not be meaningful to investors. For example, the calculation of a potential subordinated participation in distributions at the end of any given year depends upon many different factors, including:

·

the speculative nature of future results, especially whether increases in value are due to increases in operating income (which must be distributed) or asset value appreciation;

·

management decisions about whether cash is required to be distributed, including in order for the Company to meet the qualifications to be classified as a REIT, or is required to maintain adequate reserves;

·

whether any further distribution will be required to provide the stockholders with a 6.5% return on the purchase price of their shares;

·

if a further distribution is required, whether the Company has sufficient income from operations and sufficient cash on hand  to make the distribution;

·

if the Company has sufficient income from operations, but does not have sufficient cash on hand to make the distribution and pay any cash fees due to the advisor and sponsor, whether a deferral by the advisor and sponsor of any cash due to them will allow the Company to make the required distribution; and the value of the Company’s assets and liabilities; and

·

whether such valuations indicate that there has been an increase in NAV per share.

5.

We note your disclosure, in this section and elsewhere, stating “The advisor will not be entitled to receive the subordinated participation in distributions unless there is (i) an increase in NAV per share, or (ii) distributions in excess of an annual 6.5% cumulative, non-compounded return, or (iii) both (i) and (ii).”  We further note your disclosure in the same section, stating “However, even if there is an increase in the NAV per share, the advisor will not be entitled to receive the subordinated participation in distributions unless the stockholders have received distributions in an amount at least equal to the an annual [sic] 6.5% cumulative, non-compounded return.”  Please revise to reconcile these statements and clarify the circumstances under which the advisor will be entitled to receive the subordinated participation in distributions.

Response:  See prospectus page 50.  We have revised this section of the prospectus to reconcile the inconsistent statements, as follows.

Calculation of Subordinated Participation in Distributions

The advisor is entitled to receive a subordinated participation fee in each year in which distributions to stockholders meet or exceed a cumulative, non-compounded 6.5% return on the purchase price of their shares.  For each such year, the sponsor will be entitled to a subordinated participation fee of (i) 40.0% of the amount by which the increase in NAV per share exceeds the highest previous NAV per share as determined by the board of directors (or $10.00 per share if no such determination has been made) less any prior return of capital, and (ii) 40.0% of the amount by which distributions to stockholders for the year exceed a 6.5% return on the purchase price of their shares.

If, based on a December 31 calculation of NAV, there has been an increase in annual NAV per share and we have made distributions to stockholders in an amount equal to or in excess of a 6.5% cumulative, non-compounded return, then the advisor would be entitled to receive its subordinated participation in distributions. We would then pay our advisor 40% of the annual increase in NAV per share, if any, multiplied by the number of outstanding shares as of each December 31, starting with December 31, 2016. NAV per share will initially be $10.00, the offering price per share in this offering. Starting December 31, 2016, NAV per share will be calculated annually as of each December 31 by our independent directors.

In addition, if our distributions to stockholders (from operating cash flow and deferred advisor and sponsor fees, as applicable) in a calendar year exceeds an annual 6.5% cumulative, non-compounded return, then we will pay our advisor 40% of the amount by which our distributions to our stockholders exceeds such annual 6.5% cumulative, non-compounded return. The advisor will not be entitled to receive the subordinated participation in distributions unless there is (i) an increase in NAV per share, or (ii) distributions in excess of an annual 6.5% cumulative, non-compounded return, or (iii) both (i) and (ii).

The subordinated participation in distributions is paid annually, if it is due, based on (i) a determination of NAV made by our directors, including a majority of our independent directors, with the initial NAV per share being set at the $10.00 per share offering price in this offer, and (ii) the amount, if any, by which distributions to stockholders (from operating cash flow and deferred advisor and sponsor fees, as applicable) in a calendar year exceeds an annual 6.5% cumulative, non-compounded return.  The subordinated participation in distributions will paid, if it is due, by January 31 of the subsequent year and will be paid in the form of our shares at the price then being paid by the public to purchase our shares. For the purpose of calculating the subordinated participation in distributions, only increases over the highest previous price per share paid by the public shall be included, reduced by any prior return of capital.

The advisor is eligible to receive the first payment of the subordinated participation in distributions in January 2017, based on the increase in NAV, if any, from the initial $10.00 per share to the NAV per share as of December 31, 2016, and the amount, if any, by which distributions to stockholders (from operating cash flow and deferred advisor and sponsor fees, as applicable) in a calendar year exceeds an annual 6.5% cumulative, non-compounded return.  However, even if there is an increase in the NAV per share, the advisor will not be entitled to receive the subordinated participation in distributions unless the stockholders have received distributions in an amount at least equal to the an annual 6.5% cumulative, non-compounded return.

The advisor and the sponsor, at their sole election, may defer reimbursements and fees otherwise due to them. A deferral of any fees or reimbursements owed to the advisor or sponsor will have the effect of increasing cash flow from operations for the relevant period and increase the cash available to make distributions to our stockholders.  Because payment of the 6.5% cumulative, non-compounded return is a condition that must be satisfied bef

Mailstop 3233
March 17 , 2016

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles  NNN  REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles  NNN  REIT, Inc.
Amendment No. 5 to Registration Statement on Form S -11
Filed January 27, 2016
Amendment No. 6 to Registration Statement on Form S -11
Filed February 29, 2016
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  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 letter by amending your registration statement and providing the
request ed 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 reviewing any amendment to your registration statement and the informatio n you
provide in response to these comments, we may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our February 5, 2016  letter .

General

1. We note your response to comment 4 of our letter.   We continue to consider whether your
repurchase program is consistent with relief granted by the Division of Corporation
Finance in prior no action letters.

2. We note your response to comment 10 of our letter, and we reissue the comment.  Please
provide us  supplementally with a tabular template for your calculation of future NAV
disclosure, rather than a tabular summary of the steps you expect to follow in arriving at
such calculation.

Harold Hofer
Rich Uncles  NNN  REIT, Inc.
March 17 , 2016
Page 2

 Compensation, page 44

3. We note you will reimburse your sponsor for organizational and offering expenses.
Please revise to quantify in this section, or elsewhere as appropriate, your organizational
and offering expenses to date.

Valuation Policies, page 47

4. We note your response to comment 6 of our letter and your revised disclosure.  Please
consider  revising your disclosure to provide  an example detailing how the subordinated
participation in distributions  will be calculated, as you did in your response date d January
11, 2016 to our letter dated December 15, 2015.

Calculation of Subordinated Participation in Distributions , page 50

5. We note your disclosure, in this section and elsewhere, stating “ The advisor will not be
entitled to receive the subordinated p articipation in distributions unless there is (i) an
increase in NAV per share, or (ii) distributions in excess of an annual 6.5% cumulative,
non-compounded return, or (iii) both (i) and (ii). ”  We further note your disclosure in the
same section, stating “However, even if there is an increase in the NAV per share, the
advisor will not be entitled to receive the subordinated participation in distributions
unless the stockholders have received distributions in an amount at least equal to the an
annual  [sic] 6.5% cumulative, non -compounded return. ”  Please revise to reconcile these
statements and clarify the circumstances under which the advisor will be entitled to
receive the subordinated participation in distributions.

Appendix C – Prior Performance

6. We not e your response to comment 3 of our letter.  We further  note that you have
included summary prior p erformance disclosure  in Appendix C .  Please revise to move
this disclosure into the base prospectus, or advise us why you believe it is appropriate to
inclu de it in an appendix .  Additionally, please revise to include in the summary all
disclosures required by Section 8.A.1 of Industry Guide 5, including the number of
properties purchased and location by region, the aggregate dollar amount of property
purchas ed, the percentage (based on purchase prices) of properties that are commercial
(broken out by shopping centers, office buildings and others) and residential, and the
percentage (based on purchase prices) of new, used or construction properties.

7. Please m ove Table VI – Acquisitions of Properties by Program, into the same section as
the other tables provided pursuant to Industry Guide 5 or advise.

Division of Trading and Markets

8. We note your response to comment 14 of our letter, and we continue to conside r your
supplemental responses regarding compensation paid to your officers and affiliates.

Harold Hofer
Rich Uncles  NNN  REIT, Inc.
March 17 , 2016
Page 3

You may contact Paul Cline, Staff Accountant,  at 202-551-3851  or Eric McPhee, Senior
Staff Accountant , at 202-551-3693 if you have questions regarding comments on the financial
statements and related matters.   With respect to questions relating to comments set forth under
the heading “Division of Trading and Markets ,” please contact Brice D. Prince in the Division of
Trading and Markets  at 202 -551-5595.   Please cont act Sara von Althann, Attorney -Advisor,  at
202-551-3207 or me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger & Price, LLP

CORRESP
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    richuncles-corresp022916.htm

STRASBURGER & PRICE, LLP

720 Congress Avenue, Suite 700

Austin, Texas 78701

512-499-3600

Lee.Polson@strasburger.com

February 29, 2016

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Rich Uncles REIT, Inc.

Amendment No. 6 to Registration Statement on Form S-11

Filed February 26, 2016

File No.  333-205684

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles NNN REIT, Inc. (formerly known as Rich Uncles REIT, Inc.), we are responding to your letter dated February 5, 2016.  On February 26, 2016, the Company filed Pre-Effective Amendment No.6 to its Registration Statement on Form S-11. Responses in this letter refer to Amendment No. 6.  We enclose five paper copies of Amendment No. 6, marked to show changes from the Amendment No. 4 to Registration Statement on Form S-11 filing made on January 8, 2016 and keyed to comments.

Please also note that we have updated the financial statements for the issuer to its fiscal year ended December 31, 2015, and we have also updated the MD&A accordingly.

General

1.           We note your response to comment 8 of our letter dated August 11, 2015, and we reissue the comment.  Your existing public website, www.RichUncles.com, does not appear to include disclaimers, restrictive legends or consistent technological measures limiting communications and making it clear that the offering is limited to California residents pursuant to Rule 147 and to non-residents of the United States pursuant to Regulation S.  Please revise accordingly and tell us how your existing public website complies with Section 5 of the Securities Act of 1933. Refer to the Securities Act Rules Compliance and Disclosure Interpretations, including Question 141.05 thereof.  We may have further comment.

Response:  We believe that the technological measures used by the Company assure that only California residents and non-residents of the U.S. are able to review the website in detail and access the subscription pages.  We also believe that given the likely use of the website on “small screen” media such as smart phones and computer notebooks, the disclosures prohibiting sales to non-residents of California provide sufficient protection against use by non-residents.  The Company has been selling its common stock using its website since 2012, and the Company believes that it does not have any investors who are not residents of California.

We are aware that recently, in January, one of the electronic filters used by the Company’s software to screen out non-residents failed to operate for a period of time.  We had this pointed out to us by a member of the New Mexico Securities Division staff who was able to get into the website, though she was unable to fill out a subscription agreement because a second filter identified her as a non-California resident.  The Company immediately contacted its software developer who fixed the problem and turned on the non-resident filter as soon as we found out about it.  The Company does not believe that this failure could have existed for more than a few days.  Despite this failure, no non-California residents invested in the offering.  The Company views this as an unfortunate error, which coincidently demonstrates the effectiveness of its redundant system to filter out non-California residents.

Securities and Exchange Commission

February 29, 2016

Page 2

2.           We further note the proposed website submitted by you as sales literature on January 11, 2016.  The proposed website appears to be substantially identical to your existing public website, www.RichUncles.com, and includes projected cash distributions and returns as well as information regarding properties that you do not own.  Please revise your proposed website to be consistent with the representations in the prospectus and present a balanced discussion of the both the risk and reward of an investment.  Please refer to Industry Guide 5 and CF Disclosure Guidance: Topic No. 3 at http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic3.htm.  We may have further comment.

Response:  The Company will revise and resubmit the proposed website presentation.  Until the Company has submitted the revised website material and it has been reviewed by the staff, we will not use the website to sell securities or make it available for review by investors.

3.           Please provide a narrative summary of the prior performance of programs sponsored by your sponsor that invested primarily in real estate.  In your response, please include all relevant disclosure required by Section 8.A of Industry Guide 5.  Additionally, please balance your disclosure in this section by including a discussion of the major adverse business developments experienced by any prior program of your sponsor.  Refer to Section 8.A(2) of Industry Guide 5.

Response:  We have included a narrative summary of prior performance in Appendix C of Amendment Number 6 to the Form S-11.  A copy of Appendix C is attached to this letter for ease of reference.  The Sponsor and Advisor do not believe that there have been major adverse business developments experienced by either prior program.

4.           We note your response to comment 4 of our letter.  We disagree that your repurchase program is similar to those granted relief in the letters you referenced in your response.  We note, among other things, that your program appears to have no limit on the number of shares that could be repurchased other than by reference to the funds available to you, that you intend to purchase more shares than those requested to be purchased by holders who would have fewer than 500 shares subsequent to the repurchase requested, and that it is unclear what the periods are for making a request and withdrawing a request for repurchase.  Please advise or revise.

Response:  See pages 98 and 99 and Exhibit 4.3. We have revised the terms of the repurchase program and the description of the repurchase program in the prospectus to reflect the Staff’s comment number 4 and our discussions with the Staff. We have added a limit to the number of shares that may be repurchased. The limit is an annual limitation of 5% of our outstanding shares. The Company will measure such limitation on a trailing 12 calendar months basis, such that the number of shares that the Company may repurchase during any 12 calendar month period does not exceed 5% of the number of shares outstanding as of the last day of such 12 month period. We have eliminated the provisions that would allow the Company to purchase more shares than those requested to be purchased by holders who would own fewer than 500 shares subsequent to the repurchase request. In addition, we have more clearly provided that a request for repurchase in any particular month must be received at least five business days prior to the end of the month, and that a request to withdraw a previously submitted request for repurchase must be received at least five business days prior to the end of the month.

Estimated Use of Proceeds, page 35

5.           We note your response to comment 5 of our letter. We further note the disclosure in the fee tables starting on pages 3 and 44 relating to “Estimated Amount Paid in First Year of Operations (Assuming 5,000,000 Shares Are Sold).”  Please note that Industry Guide 5 references the inclusion of the maximum and minimum proceeds of the offering.  Calculations that show the amount of fees or other benefits to be paid to the advisor and its affiliates should be based on the total amount registered.  Please revise accordingly.

Response:  We deleted columns presenting the estimated sales amounts in the first year from the Estimated Use of Proceeds section (see page 35) and from the estimated fee tables (see pages 3-5 and 44-46).

Compensation, page 44

6.           We note your response to comment 7 of our letter.  Please revise your disclosure to include the information set forth in your supplemental response.  Please also tell us with a view toward disclosure how you considered any conflicts of interest relating to the board’s ability to make the final determination on your net asset value in light of the subordinated participation in distributions.

Response: See pages 49 and 50. Your prior comment 7 indicated that we should revise the prospectus to clarify how distributions to the shareholders may impact the calculation of the subordinated participation interest as it appears fees and reimbursements could be deferred to increase cash flow from operations. We have revised the prospectus to include the requested disclosure.

Securities and Exchange Commission

February 29, 2016

Page 3

In addition, we advise you that we have considered the potential for a conflict of interest relating to the board’s ability to make the final determination regarding the Company’s NAV in light of the subordinated participation in distributions that may be paid to the advisor. In order to address the risks related to the potential for a conflict of interest, we have provided that our conflicts committee, which is comprised of the independent members of our board of directors, must approve the terms of the advisory agreement. See pages 54 and 55. In order to be considered independent under our articles of incorporation, a director may not own an interest in the sponsor, advisor or any of their affiliates; be employed by the sponsor, advisor or any of their affiliates; be an officer or director of the sponsor, advisor or any of their affiliates; or have any material business or professional relationship with the sponsor, advisor or any of their affiliates. See pages 36 and 54 and Section 3.1.11 of the Company’s Articles of Incorporation filed as Exhibit 3.1. Four out of seven of the Company’s directors are independent. See pages 36, 37, 38 and 39.

Further, our articles of incorporation provide that the advisory agreement may not have a term that is longer than one year term, any renewal of the advisory agreement must be approved by the independent directors and the independent directors must evaluate the performance of the advisor before renewing the advisory agreement. See pages 43, 54 and 55 and Section 5.11.4 of the Company’s Articles of Incorporation filed as Exhibit 3.1. Finally, our NAV and NAV per share calculations must be approved by our board of directors, including a majority of our independent directors. See pages 4, 45 and 47 – 50.   We believe that by requiring these independent director approvals we have eliminated  the potential for a conflict of interest with respect to the terms of the advisory agreement, including the terms of the subordinated participation in distributions that may be payable to the advisor.

The amount of the subordinated participation is related to calculations of NAV. Our board of directors, including the majority of our independent directors, will calculate NAV. See pages 47 and 49. In calculating NAV, the board of directors will rely on valuations of its assets prepared by a valuation firm that will be independent from the advisor. See pages 47 – 49. We believe that using a valuation firm that is independent from the advisor to assist with valuing the assets that will be included in the calculation of NAV and placing the ultimate responsibility for calculation of NAV with the board of directors, including the majority of our four independent directors, eliminates the potential for a conflict of interest relating to the board’s determination of NAV and the effect of that determination upon the subordinated participation in distributions that may be paid to the advisor.

7.           Please disclose whether you may increase the compensation and fees payable to your advisor and its affiliates, including your sponsor, without the consent of your stockholders.

Response:  We have added the requested disclosure on pages 4 and 45.

Calculation of Net Asset Value Per Share, page 47

In response to the following comments 8 – 10, we have completely revised the section on Calculation of Net Asset Value Per Share and renamed it Valuation Policies.  Our responses should be read in conjunction with the Valuation Policies, which we reproduce here in its entirety for ease of reference.  In the section reproduced below, we have numbered the paragraphs in order to refer to specific disclosures in answering comments 8 – 10.

Valuation Policies

1.  Our board of directors, including a majority of our independent directors, will calculate NAV annually in January as of December 31 of the prior year, beginning with the year ending December 31, 2016.  The NAV calculation will reflect the total value of all of our assets minus the total value of all our liabilities. Prior to year-end 2016 and annually thereafter, our board of directors will retain a nationally or regionally recognized independent valuation firm. The valuation firm will be provided with access to all of the information in our possession about our commercial real estate investments and other financial information that it may deem relevant to the discharge of its responsibilities. The compensation we pay to the valuation firm will not be based on the estimated values of our assets and our liabilities. Our valuation firm will not be affiliated with us, or with our advisor or its affiliates. The valuation firm will discharge its responsibilities under the oversight of our board of directors and in accordance with valuation guidelines to be adopted by our board of directors prior to the engagement of the valuation firm. Our board of directors may change the valuation firm at any time by majority vote (including a majority vote of our independent directors).

2. Our board of directors, including a majority of our independent directors, will adopt valuation guidelines to be used by our valuation firm in connection with estimating the values of our real estate assets and liabilities. These valuations will be one of several components to be used by our valuation firm in its calculation of our NAV per share.  Our valuation firm will periodically review our valuation guidelines and methodologies with our advisor and our board of directors. Any changes to our valuation guidelines will require the approval of our board of directors, including a majority of our independent directors. We will publicly announce any changes to the identity or role of the valuation firm or material changes to our valuation guidelines in reports we file with the SEC and/or via our website.

Securities and Exchange Commission

February 29, 2016

Page 4

3. In conducting its investigation and analyses, our valuation firm will take into account such accepted financial and commercial procedures and considerations as it deems relevant, which may include, without limitation, the review of documents, materials and information provided by us to the valuation firm.  In connection with its review, while the valuation firm may review the information supplied or otherwise made available to it by us for reasonableness, the valuation firm will assume and rely upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party, and will not undertake any duty or responsibility to verify independently any of such information. With respect to operating or financial information and data to be provided to or otherwise to be reviewed by or discussed with our valuation firm, our valuation firm will assume that such information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of our management, board of directors and advisor, and will rely upon us to advise our valuation firm promptly if any information previously provided becomes inaccurate or was required to

Mailstop 3233
February 5, 2016

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles NNN REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles NNN REIT, Inc.
Amendment No. 3 to Re gistration Statement on Form S -11
Filed December 11 , 2015
Amendment No. 4 to Re gistration Statement on Form S -11
Filed January 11, 2016
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  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 letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our December 15 , 2015  letter .

General

1. We note your response to comment 8 of our letter dated August 11, 2015, and we reissue
the comment.  Your existing pub lic website, www.RichUncles.com, does not appear to
include disclaimers, restrictive legends  or consistent technological measures limiting
communications and making it clear that the offering is limited to California residents
pursuant to Rule 147 and t o non -residents of the United States pursuant to Regulation S.
Please revise accordingly and tell us how your existing public  website  compl ies with
Section  5 of the Securities Act of 1933.  Refer to  the Securities Act Rules Compliance
and Disclosure Interpretations, including Question 141.05 thereof.  We may have further
comment.

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 2

 2. We further note the proposed website submitted by you as sales literature on January 11,
2016.  The proposed website appears to be substantially identical to your existing p ublic
website, www.RichUncles.com , and includes projected cash di stribution s and returns as
well as information regarding properties that you do not own.  Please revise your
proposed website to be consistent with the representations in the prospectus and prese nt a
balanced discussion of the both the risk and reward of an investment.  Please refer to
Industry Guide 5 and CF Disclosure Guidance: Topic No. 3 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic3.htm .  We may have
further comment.

3. Please provide a narrative summary of the prior performance of programs sponsored by
your sponsor that invested primarily in real estate.   In your response, please include all
relevant disclosure required by Section 8.A of Industry Guide 5.  Additionally, p lease
balance your disclosure in this section by including a discussion of the major adverse
business developments experienced by any prior program of your sponsor. Refer to
Section 8.A (2) of Industry Guide 5.

4. We note your response to comment 4 of our letter .  We disagree that your repurchase
program is similar to those granted relief in the letters you referenced in your response.
We note, among other things, that your program appears to have no limit on the number
of shares that could be repurchased other than by reference to the funds available to you,
that you intend to purchase more shares than those requested to be purchased by holders
who would have fewer than 500 shares subsequent to the repurchase requested, and that it
is unclear what the periods ar e for making a request and withdrawing a request for
repurchase.  Please advise or revise.

Estimated Use of Proceeds, page 35

5. We note your response to comment 5 of our letter.  We further note the disclosure in the
fee tables starting on pages 3 and 44 relating to “Estimated Amount Paid in First Year of
Operations (Assuming 5,000,000 Shares Are Sold).”  Please note that Industry Guide 5
references the inclusion of the maximum and minimum proceeds of the offering.
Calculations that show the amount of fees or other benefits to be paid to the advisor and
its affiliates should be based on the total amount registered .  Please revise accordingly.

Compensation, page 44

6. We note your response to comment 7 of our letter.  Please revise your disclosure to
include the informatio n set forth in your supplemental response.  Please also tell us with a
view toward disclosure how you considered any conflicts of interest relating to  the
board ’s ability  to make the final determination on your net asset value in light of the
subordinated particip ation in distributions.

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 3

 7. Please disclose whether you may increase the compensation and fees payable to your
advisor and its affiliates, including your sponsor, without the consent of your
stockholders.

Calculation of Net Asset Value Per Share, page 47

8. Please confirm whether you intend your quantitative NAV disclosures , or any component
thereof (including, by way of example only, the values of your commercial real estate
properties , real estate assets , and related liabilities)  to be expertised.   To the extent your
NAV disclosures will be expertised, please confirm that you will file the third party
consent and revise your expert section to identify the expert and the disclosures being
expertised.

9. Please explain to us in detail how you intend to u pdate the prospectus to reflect
significant events that will have a material impact on NAV before such impact is
reflected in the NAV calculation .

10. Please provide us, on a supplemental basis, with your template for future NAV
disclosures, including any key  assumptions or methodologies that wi ll be used in such
calculations.  We may have further comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
63

11. We note your response to comment 10 of our letter and your disclosure that you “intend
to solicit the shareholders of Rich Uncles I.”  We continue to believe that you should tell
us how you intend to solicit shareholders and limited partners of Rich Uncles I in
compliance with the registration requirements of the Securities Act or pursuant to an
exemption.  We may have further comment.

Appendix C: Prior Performance, page C -1

12. Please provide us with a detailed explanation of why you have not provided the
disclosures  required by Table III – Operating Results of Pr ior Programs,  Table IV –
Results of Completed Programs , and Table V – Sales or Disposals of Properties,
respectively, of Industry Guide 5.   Refer to Industry Guide 5 and CF Disclosure
Guidance: Topic No. 6 .  We may have further comment.

Division of Trading and Markets

13. We note your response to comment 12 of our letter.  Please confirm that there is no
secondary trading market (public or private, including on any online auction platforms)
for the company’s common stock and that the company will termin ate its share
repurchase program during the distribution of its common stock in the event that such a
trading market for the company’s common stock develops.

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 4

Harold Hofer
Rich Uncles NNN REIT, Inc.
February 5, 2016
Page 5

 14. We note your response to comment 13 of our letter.  Please supplementally provide us,
separately  for each officer and affiliate of the Company, including Hofer, Mackler, Wirta,
the Company’s Sponsor, Advisor, and Operating Partnership, and all subsidiaries, parent
companies, and officers and owners of the Company's Sponsor, Advisor, and Operating
Partnership, estimates of the total amount of compensation, administrative charges, fees,
participations in distributions, and any other remuneration expected to be received by
such person and entity in connection with the Company's (i) organization and propo sed
public offering, (ii) operation, and (iii) liquidation, assuming 5 million shares of the
Company's common stock are sold, the Company uses its target leverage of 50%, the
annual increase in the Net Asset Value per share of the Company's common stock is
sufficient for the Company to be able to pay its investors an annual 7.5% cumulative,
non-compounded return, and the company is liquidated after five years of operation.  For
each such person and entity, please provide a breakdown of each type of remunera tion,
and the amount of each type of remuneration, expected to be received in connection with
the Company's (i) organization and proposed public offering, (ii) operation, and (iii)
liquidation.

You may contact Paul Cline, Staff Accountant,  at 202-551-3851 or Eric McPhee, Staff
Accountant , at 202-551-3693 if you have questions regarding comments on the financial
statements and related matters.   With respect to questions relating to  comments set forth under
the heading “Division of Trading and Markets ,” please contact Brice D. Prince  in the Division of
Trading and Markets  at 202 -551-5595.  Please contact Sara von Althann, Attorney -Advisor,  at
202-551-3207 or me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger & Price, LLP

CORRESP
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    ru11316corr.htm

STRASBURGER & PRICE, LLP

720 Congress Avenue, Suite 700

Austin, Texas 78701

512-499-3600

Lee.Polson@strasburger.com

January 13, 2016

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Rich Uncles REIT, Inc.

Amendment No. 4 to Registration Statement on Form S-11

Filed January 8, 2016

File No.  333-205684

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles NNN REIT, Inc., we are submitting this supplemental response to your letter dated December 15, 2015, regarding Amendment No. 2 to Registration Statement on Form S-11.  On January 12, 2105, we filed a letter responding to comments 1 through 12 of your December 15 letter.  Today’s letter relates solely to comment 13 of your December 15 letter.

13.

Please supplementally provide us with detailed explanations of (1) each type of remuneration or reimbursement, and its amount and source, received or to be received by the Company and each associated person and affiliate of the Company, including Hofer, Wirta, the Company’s sponsor and advisor, and each parent company, direct and indirect owner, affiliate, officer, director and employee of the Company’s sponsor and advisor, in connection with the offering, purchases and sales of the Company’s securities, the operation of the Company and its sponsor and advisor, the acquisition, transfer and liquidation of assets and securities held by the Company, and the dissolution and any restructuring of the Company, and (2) the reasons for the receipt of each such type of remuneration or reimbursement, including ownership interests, contracts, arrangements and understandings, and services performed or to be performed. We may have further comment.

RESPONSE:

As a general matter, the prospectus contains a summary of remuneration received by the Company and its affiliates for operation of the Company, beginning on page 3.  We repeat that summary here, followed by a discussion of the specific information requested by comment 13.

Type of Compensation

Determination of Amount

Estimated Amount Paid in First Year of Operations

(Assuming 5,000,000 Shares Are Sold)

Estimated Amount for Maximum Offering (100,000,000 Shares)

Organization and Offering Stage

Organization and Offering Expenses

We will reimburse our Sponsor for actual organizational and offering expenses up to 3.0% of gross offering proceeds.

$1,500,000

The actual amount will depend on the number of shares sold.

$30,000,000

The actual amount will depend on the number of shares sold.

Jennifer Gowetski

January 13, 2016

Page 2

Acquisition and Operations Stage

Acquisition Fee

For each acquisition, we will pay our advisor 3.0% of the cost of the investment.  The total of all acquisition fees and acquisition expenses shall be reasonable, and shall not exceed 6.0% of the contract price of the property.  However, a majority of the directors (including a majority of the independent directors) not otherwise interested in the transaction may approve fees in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the Company.

$2,910,000, assuming use of our target leverage of 50%

The actual amount will depend on the number of shares sold.

$58,200,000, assuming use of our target leverage of 50%

The actual amount will depend on the number of shares sold.

Asset Management Fee

We will pay our advisor and its affiliates 0.1% of the total investment value of the assets monthly. For purposes of this fee, “total investment value” means, for any period, the total of the aggregate book value of all of our assets, including assets invested, directly or indirectly, in Properties, before reserves for depreciation or bad debts or other similar non-cash reserves.

$582,000

The actual amount will depend on the number of shares sold.

Not determinable at this time.

Financing Coordination Fee

Other than with respect to any mortgage or other financing related to a Property concurrent with its acquisition, if our advisor provides services in connection with the post-acquisition financing or refinancing of any debt that we obtain relative to Properties or the REIT, we will pay the advisor or its assignees a financing coordination fee equal to 1.0% of the amount of such financing.

Not determinable at this time.

Not determinable at this time.

Property Management Fee

Our Properties are intended to be triple-net single tenant properties with limited, if any, property management responsibilities.  However, if our advisor or its affiliates provides property management services for our Properties, we will pay fees equal to 1.5% of gross revenues from the Properties managed. We also will reimburse our advisor or its affiliates for property-level expenses that it pays or incurs on our behalf, including salaries, bonuses and benefits of persons employed by our advisor or affiliates except for the salaries, bonuses and benefits of persons who also serve as one of our executive officers. Our advisor or its affiliates may subcontract the performance of its property management duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services.

Not determinable at this time.

Not determinable at this time.

Operating Expenses

We reimburse the expenses incurred by our advisor and its affiliates in connection with its provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs (including salaries and benefits), utilities and IT costs. We do not reimburse our advisor or its affiliates for employee costs in connection with services for which our advisor earns acquisition fees or disposition fees (other than reimbursement of travel, due diligence and other costs associated with potential investments, including investments that we do not purchase, and communication expenses) or for the salaries and benefits our advisor or its affiliates may pay to our executive officers.

Not determinable at this time.

Not determinable at this time.

Jennifer Gowetski

January 13, 2016

Page 3

Unless our directors make a finding, based on nonrecurring and unusual factors which they deem sufficient, that a higher level of expenses is justified for a period, we will not reimburse our advisor and its affiliates for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the  greater of (i) 2% of average invested assets or (ii) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar noncash reserves and excluding any gain from the sale of assets for that period. In the event that  annual operating expenses exceed these limits as of the end of  any fiscal quarter (for the 12 months then ended) the directors must within 60 days after the end of such quarter inform the shareholders of the factors the directors considered in arriving at the conclusion that such higher operating expenses were justified. If the directors do not determine the higher expenses were justified for the period, they must cause our advisor, sponsor and affiliates (as applicable) to reimburse us to the extent these limitations were exceeded. Additionally, we will not reimburse our advisor, sponsor and affiliates for personnel costs in connection with services for which any of them receives acquisition fees or disposition fees.

Independent Director Compensation

We pay each of our independent directors for attending meetings as follows: (i) 500 shares for each board meeting attended; and (ii) 500 shares for each committee meeting attended. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

$90,000

Assumes 3 board meetings and 3 committee meetings and a value of $10 per share for each share awarded as compensation.

Not determinable at this time.

Disposition Fee

For substantial assistance in connection with the sale of properties, we will pay our advisor or one of its affiliates 3.0% of the contract sales price of each property sold; provided, however, that if, in connection with such disposition, commissions are paid to third parties unaffiliated with our advisor or its affiliates, the disposition fees paid to our advisor, our sponsors, their affiliates and unaffiliated third parties may not exceed 6% of the contract sales price. Substantial assistance in connection with the sale of a property includes our advisor’s preparation of an investment package for the property (including a new investment analysis, rent rolls, tenant information regarding credit, a property title report, and exhibits) or such other substantial services performed by our advisor in connection with a sale.  We do not intend to sell properties or other assets to affiliates. However, if we do sell an asset to an affiliate, our organizational documents would not prohibit us from paying our advisor a disposition fee. Before we sold an asset to an affiliate, our charter would require that a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction conclude that the transaction is fair and reasonable to us.

None

Not determinable at this time

Jennifer Gowetski

January 13, 2016

Page 4

Subordinated Participation in Distributions

We will pay our advisor 40% of the annual increase in NAV per share, if any, multiplied by the number of outstanding shares as of each December 31, starting with December 31, 2016. NAV per share will initially be $10.00, the offering price per share in this offering. Starting December 31, 2016, NAV per share will be calculated annually as of each December 31 by an independent valuation firm.

The subordinated participation in distributions will be subordinated to payment to investors (from operating cash flow1) of an annual 6.5% cumulative, non-compounded return. In addition, if our distributions to investors (from operating cash flow and deferred Advisor fees, as applicable) in a calendar year exceeds such annual 6.5% cumulative, non-compounded return, then we will pay our advisor 40% of the amount by which our distributions to investors exceeds such annual 6.5% cumulative, non-compounded return.

The subordinated participation in distributions is paid annually, if it is due, based on a determination of NAV made by an independent valuation firm selected by the board of directors, with the initial NAV per share being set at the $10.00 per share offering price in this offer.  The subordinated participation in distributions will paid by January 31 of the subsequent year and will be paid in the form of our shares at the price then being paid by the public to purchase our shares. For the purpose of calculating the subordinated participation, only increases over the highest previous price per share paid by the public shall be included, reduced by any prior return of capital.

The advisor is eligible to receive the first payment of the subordinated participation in January 2017, based on the increase in NAV, if any, from the initial $10.00 per share to the NAV per share as of December 31, 2016, determined by the independent valuation firm. Our management does not have role in calculating the NAV, except that two members of management, Ray Wirta and Harold Hofer, are members of the board and will participate in selection of the valuation firm.

Not determinable at this time.

Not determinable at this time.

___________________________

1 Payments may also be made from deferred Advisor fees, in addition to payments from operating cash flow.  In the next amendment to the prospectus, this sentence will be corrected to read, “The subordinated participation in distributions will be subordinated to payment to investors (from operating cash flow and deferred Advisor fees, as applicable) of an annual 6.5% cumulative, non-compounded return.”

Jennifer Gowetski

January 13, 2016

Page 5

Disposition Fee

For substantial assistance in connection with the sale of properties, we will pay our advisor or one of its affiliates 3.0% of the contract sales price of each property sold; provided, however, that if, in connection with such disposition, commissions are paid to third parties unaffiliated with our advisor or its affiliates, the disposition fees paid to our advisor, our sponsors, their affiliates and unaffiliated third parties may not exceed 6% of the contract sales price. Substantial assistance in connection with the sale of a property includes our advisor’s preparation of an investment package for the property (including a new investment analysis, rent rolls, tenant information regarding credit, a property title report,  and exhibits) or such other substantial services performed by our advisor in connection with a sale.  We do not intend to sell properties or other assets to affiliates. However, if we do sell an asset to an affiliate, our organizational documents would not prohibit us from paying our advisor a disposition fee. Before we sold an asset to an affiliate, our charter would require that a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction conclude that the transaction is fair and reasonable to us.

None

Not determinable at this time.

Liquidation Fee

We will pay our advisor a Liquidation Fee calculated from the value per share resulting from a liquidation event, including but not limited to a sale of all of the properties, a public listing, or a merger with a public or non-public company, equal to 40% of the increase in the resultant value per share as compared to the highest previously calculated NAV per share, if any, reduced by any prior return of capital, multiplied by the number of outstanding shares as of the liquidation date, subordinated to payment to investors of an annual 6.5% cumulative, non-compounded return on their invested capital from all sources including operating cash flow.

None

Not determinable at this time.

As reflected in the Company’s prospectus, the Company will  sell the offering itself without the assistance of an underwriter.  The Company will avoid the up-front transactional costs associated with an underwriting and devote more offering proceeds to investment in properties.  The Company and its promoters do not intend to recoup the transactional costs which are being foregone in later fees or reimbursements.  Therefore, the Company will charge no fees during the operational stage which would not be charged by any other operating real estate investment trust, for the same operational services.

Jennifer Gowetski

January 13, 2016

Page 6

The table below sets forth the compensation received by the officers, directors, employees and agents of the Company and the reason for such compensation.

Recipient

Reason for Remuneration

Advisor (Rich Uncles NNN REIT Operator, LLC)

As with other REITs, the advisor is responsible for implementing the investment policies of the Company, including selection, acquisition, management and disposition of properties.  The advisor receives the Acquisition Fees, Asset Management Fee, Financing Coordination Fee, Disposition Fee, Subordinated Participation Fee and Liquidation Fee described above and in the prospectus.  The Advisor is also reimbursed for the Company’s operating expenses incurred by the advisor on the Company’s behalf.

Please note that, as described in the prospectus, the advisor is not reimbursed for employee costs (other than direct expenses of travel, due diligence and other costs including communication expenses related to potential investments by the Company) or for salaries and benefits paid by the advi

CORRESP
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STRASBURGER & PRICE, LLP

720 Congress Avenue, Suite 700

Austin, Texas 78701

512-499-3600

Lee.Polson@strasburger.com

January 11, 2016

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Rich Uncles REIT, Inc.

Amendment No. 4 to Registration Statement on Form S-11

Filed January 8, 2016

File No.  333-205684

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles NNN REIT, Inc. (formerly known as Rich Uncles REIT, Inc.), we are responding to your letter dated December 15, 2015, regarding the referenced Amendment No. 2 to Registration Statement on Form S-11.  On December 11, 2015, the Company filed Pre-Effective Amendment No. 3 to its Registration Statement on Form S-1. Amendment No. 3 was not filed in response to any specific comments from the Commission and instead contained changes based on some adjustments to the Company’s plans and contained other revisions to correct some typographical errors and inconsistencies and generally clarify some of the disclosure in the Form S-11.  On January 8, 2016, the Company filed Pre-Effective Amendment No.4 to its Registration Statement on Form S-11. Responses in this letter refer to Amendment No. 4.  We enclose five paper copies of Amendment No. 4, marked to show changes from the Amendment No. 2 to Registration Statement on Form S-11 filing made on November 23, 2015 and keyed to comments.

General

1.

Please revise your filing to include financial statements for the fiscal quarter ended September 30, 2015.

RESPONSE: See Index to Financial Statements. Audited Financial statements for the fiscal quarter ended September 30, 2015 have been included in the prospectus.

Jennifer Gowetski

January 11, 2016

Page 2

2.

We note your response to comment 1 of our letter dated August 11, 2015. We will continue to monitor your filing for disclosure required by Industry Guide 5.

        RESPONSE: The prior performance table is included as Appendix C to the prospectus.

3.

We note your response to comment 1 of our letter, and your revised disclosure on the cover page under the heading “Suitability Standards.” We further note that your risk factor disclosures state that you are not required to pursue a liquidity event “by a specified date.” Please revise your risk factor disclosures throughout to state that you are not ever required to provide a liquidity event. In addition, please clarify, if true, that there is no public market for your shares.

RESPONSE:  See prospectus cover page and pages i, 2 and 10.  We revised our risk factor disclosures to explicitly state that we are not ever required to provide a liquidity event. We also clarified that there is no public market for our shares.

4.

We note your response to comment 6 of our letter dated August 11, 2015, and your statement that you believe the Repurchase Program is consistent with the relief granted by the Division of Corporate Finance in prior no-action letters. Please advise us supplementally of the specific letter(s) that you believe support your conclusion. We may have further comment.

RESPONSE:  The specific no-action letters that support our conclusion that the Repurchase Program is consistent with the relief granted by the Division of Corporate Finance in prior no-action letters are T REIT Inc. (Letter dated June 4, 2001), Hines Real Estate Investment Trust, Inc. (Letter dated September 7, 2006) and RREEF Property Trust, Inc. (Letter dated January 4, 2013). We believe that the Repurchase Program is consistent with the relief granted by the Division of Corporate Finance in prior no-action letters because of the following facts:

●

Repurchases under the Repurchase Program are limited to the number of shares that may be purchased using the Company’s cash reserves, with funds available under the Company’s lines of credit if any and if any availability, from shares sold during the month shares are submitted for repurchase, and with the amount of net proceeds from the sale of shares under the Company’s dividend reinvestment plan. At the Company’s option, any amount of such funds that are not used to repurchase shares in any given month may be carried over and made available for repurchases in a later month.

●

The terms of the Repurchase Program are disclosed the Prospectus included in the Registration Statement and will be disclosed in any prospectus used for subsequent offerings so long as the Repurchase Program is in existence and will be fully disclosed on the Company’s website.

Jennifer Gowetski

January 11, 2016

Page 3

●

The Company will report the NAV per share of common stock, which will allow a stockholder to determine the repurchase price per share, in a Current Report on Form 8-K or in its annual or quarterly reports, all publicly filed with the SEC. The Company will also provide information about the NAV per share on the Company’s website (such information may be provided by means of a link to the Company’s public filings on the SEC’s website, www.sec.gov).

●

Shares held less than three years will be repurchased at a discount to the most-recently published NAV or, if none,, then $10.00 per share, and may not be repurchased at a price greater than the then-current public offering price of the shares.

●

Purchases will be made on a monthly basis and will be paid in cash on the fifth business day of each month.

●

The Company will not engage in active or widespread solicitation for its shares under the Repurchase Program.

●

Stockholders can tender shares at any time and can withdraw tendered shares at any time prior to the date that is five business day before the repurchase date.

●

The Company will repurchase shares on a pro rata basis each month if the amount of funds available for repurchases is insufficient to satisfy all of the current repurchase requests.

●

The Company does not expect that there will be a trading market for the Company’s common stock, and the Repurchase Program will be terminated if a trading market for the common stock develops.

●

The Company will operate as an open-end investment entity with no pre-established liquidation date, no other established liquidity event and no set timeframe for the listing of its shares on a national securities exchange or for including its shares for quotation in a national securities market.

5.

We note your response to comment 7 of our letter. We further note that your disclosure, including on the cover page and pages 35 and 99, indicates that there is no minimum offering size applicable to this offering. Please revise your disclosure to remove references to a minimum offering size, including on pages 12, 35, 62, and A-10, and in the fee tables starting on pages 3 and 44, or advise us why you believe such disclosure is appropriate.

RESPONSE:  See prospectus pages 12, 35, 63, 99 and F-10.  We revised our disclosures to remove references to a minimum offering size.  The reference to the sale of 5 million shares being sold in the fee tables is not in reference to a minimum offering, but was drafted in response to a prior comment number 15 in a letter dated from you dated August 11, 2015, requesting that the fee table be revised to provide an estimate on the fees expected to be paid in the first year based on our targeted leverage. The current tables reflect our estimate of the fees expected to be paid in the first year based on our targeted leverage.

Jennifer Gowetski

January 11, 2016

Page 4

Prospectus Summary

Sponsor and Advisor Compensation, page 3

6.

We note your response to comment 5 of our letter. Please revise your disclosure in the fee tables starting on pages 3 and 44 to clarify, if true, that you are presenting the estimated acquisition fees assuming use of your target leverage, or revise your disclosure in these sections to present the estimated acquisition fees assuming you utilize your target leverage.

RESPONSE:  See prospectus pages 3 and 44. The tables on pages 3 and 44 for the heading “Acquisition Fee” have been revised to clarify that the estimated acquisition fees are presented assuming use of our target leverage of 50%.

7.

We note your response to comment 6 of our letter. We continue to believe that you should revise to clarify how distributions to the shareholders may impact the calculation of the subordinated participation interests as it appears fees and reimbursements could be deferred to increase cash flow from operations. Please consider providing an example detailing how this fee will be calculated.

RESPONSE:  See prospectus pages 4 and 45.  Based on a conversation with the Staff, we have revised the prospectus to clarify that the Company will not use the proceeds from sales of the Company’s common stock or borrowed money to pay distributions to its stockholders, including any payment of the 6.5% cumulative, non-compounded return to stockholders (the “Stockholders’ Preferred Return”).

Because Comment 7 addresses the impact that distributions to the stockholders may have on the calculation of the subordinated participation in distributions that may become due to the Advisor (the “Subordinated Participation”), and how fees and reimbursements could be deferred to increase cash flow from operations, we have set forth below a supplemental explanation of the interplay between the Stockholders’ Preferred Return, the Subordinated Participation and any deferral of cash fees owed to the Advisor and Sponsor. We have also included a sample calculation of the Subordinated Participation that would be due to the Advisor if there is an annual increase in NAV per share and the Company makes distributions to its stockholders equal to the Stockholders’ Preferred Return.

As described in the prospectus, the Subordinated Participation is equal to 40% of the annual increase in the Company’s net asset value, or “NAV”, per share calculated annually, each December 31, starting with December 31, 2016, plus 40% of the amount by which distributions to stockholders for the calendar year ending on the calculation date exceed the Stockholders’ Preferred Return (“Excess Distributions”). The Advisor will not be entitled to receive the Subordinated Participation unless there is an increase in NAV per share or Excess Distributions, or both.

Jennifer Gowetski

January 11, 2016

Page 5

Even if there is an increase in the NAV per share, the Advisor will not be entitled to receive the Subordinated Participation unless the Stockholders’ Preferred Return has been paid. The Stockholders’ Preferred Return will be paid in cash and will be paid only from income from operations (including proceeds of sales of properties).

There may be times when there has been an annual increase in NAV per share and the Company has income from operations that exceeds the Stockholders’ Preferred Return, but, if the Company used its cash to pay fees due to the Advisor and/or Sponsor1, the Company would not have sufficient cash left to make distribution to Stockholders in an amount that equals or exceeds the Stockholders’ Preferred Return.

The Company’s Advisor and Sponsor, at their sole election, may defer reimbursements and fees otherwise due to them. A deferral of any fees or reimbursements owed to the Advisor or Sponsor will have the effect of increasing cash flow from operations for the relevant period and increase the cash available to make distributions to the Company’s stockholders.

As a result of any such deferral, the Company may be able to make distributions to its stockholders in an amount that would equal or exceed the Stockholders’ Preferred Return at a time when, absent such deferral, the Company would not have enough cash available to pay the full amount of the Stockholders’ Preferred Return.

Because payment of the Stockholders’ Preferred Return is a condition that must be satisfied before the Advisor can receive the Subordinated Participation, deferral by the Advisor or Sponsor of any fees or reimbursements owed to them may result in the Subordinated Participation being paid to the Advisor at a time when the Subordinated Participation would otherwise not be paid, if the deferral results in the Company having enough cash available to pay the full amount of the Stockholders’ Preferred Return.

If, based on a December 31 calculation of an increase in annual NAV per share and the making of distributions to stockholders in an amount equal to or in excess of the Stockholders’ Preferred Return, the Advisor would be entitled to receive the Subordinated Participation, then the Subordinated Participation will be paid by January 31 of the subsequent year, and will be paid in the form of the Company’s common stock at the price then being paid by the public to purchase the Company’s common stock (the most recent calculated NAV).

_______________________

1 References to using cash to pay fees due the Advisor and/or Sponsor and deferral of fees by the Advisor and/or Sponsor refer to fees other than the Subordinated Participation, which will be paid, if due, in shares of the Company’s common stock.

Jennifer Gowetski

January 11, 2016

Page 6

Set forth below is an example hypothetical calculation of the Subordinated Participation as of December 31, 2016. The example is solely for purposes of illustrating the mechanics of how NAV per share will be calculated, the impact of a fee deferral by the Advisor on the NAV per share calculation and, consequently, the ability of the Company to make distributions in an amount necessary to satisfy the Stockholders’ Preferred Return, and the calculation of the Subordinated Participation. The example is not based on the Company’s expectations or projections of actual expected results and is based on implicit assumptions that are not detailed in full in the example.

For the purpose of calculating the Subordinated Participation, the initial NAV per share will be the offering price of $10.00 in the prospectus. Further, for the purpose of calculating any increase in NAV per share used in determining the amount of the Subordinated Participation, only the highest previous price per share at which shares are offered for sale to the public will be used.

Per Share

Initial NAV

$10.00

Stockholders’ Preferred Return

$0.65

(6.5% of $10.00 Offering Price)

Assume that there is an increase in 2016 of the Company’s NAV, such that the NAV per share as of December 31, 2016 is $10.25, before taking into account any fees that may have been deferred by the Advisor and any payment of the Subordinated Participation, and that fees due to the Advisor as of December 31, 2016 are equal to $0.05 per share. The Company would deduct as a liability against NAV the fees due to the Advisor (but not any Subordinated Participation that may become payable) to get a preliminary NAV per share, which would be used to calculate the amount of the Subordinated Participation.

Per Share

NAV as of December 31, 2016

$10.25

  (disregarding any deferred fees due the Advisor)

Minus: Deferred Fees due Advisor

($0.05)

Subtotal (Preliminary NAV per Share)

$10.20

Minus: Subordinated Participation (40% of $0.20)

($0.08)

NAV as of December 31, 2016

$10.12

Next, assume that the Company has previously distributed to its stockholders during the course of the year $0.60 per share, such that, if the Company distributes an additional $0.05 per share to its stockholders, it will have distributed to the stockholders an amount equal to the Stockholders’ Preferred Return.

Jennifer Gowetski

January 11, 2016

Page 7

Assume that the Advisor determines to defer payment of the fees due to the Advisor. By deferring the Company’s need to use its cash to pay the fees due to the Advisor, the Company would have more cash available to distribute to its stockholders, as follows:

Per Share

Cash Previously Distributed to Stockholders

$0.60

(before taking into account the fee deferral)

Cash Ava

Mailstop 3233
December 15, 2015

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles REIT, Inc.
Amendment No. 2  to Re gistration Statement on Form S -11
Filed November 23 , 2015
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  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 letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our October 2 , 2015  letter .

General

1. Please revise your filing to include financial statements for the fiscal quarter ended
September 30, 2015.

2. We note your response to comment 1 of our letter dated August 11, 2015.  We will
continue to monitor your filing for disclosure required by Industry Guide 5.

3. We note your response to comment 1 of our letter, and your revised disclosure on the
cover page under the heading “Suitability Standards. ”  We further note that your risk
factor disclosures state that you are not required to pursue a liquidity event “by a
specified date. ”  Please revise your risk factor disclosures throughout to state that you are
not ever required to provide a liquidity event.  In addition, please clarify , if true, that
there is no public market for your shares.

Harold Hofer
Rich Uncles REIT, Inc.
December 1 5, 2015
Page 2

4. We note your response to comment 6 of our letter dated August 11, 2015, and your
statement that you believe the Repurchase Program i s consistent with the relief granted
by the Division of Corporate Finance in prior no -action letters.   Please advise us
supplementally of the specific letter(s) that you believe support your conclusion.   We
may have further comment.

5. We note your response to comment 7 of our letter.  We further note that your disclosure,
including on the cover page and pages 35 and 99, indicates that there is no minimum
offering size applicable to this offering.  Please revise your disclosure to remove
references to a minim um offering size, including on pages 12, 35, 62, and A -10, and in
the fee tables starting on pages 3 and 44, or advise us why you believe such disclosure is
appropriate.

Prospectus Summary

How will your sponsor and advisor be compensated for their servic es?, page 3

6. We note your response to comment 5 of our letter.  Please revise your disclosure in the
fee tables starting on pages 3 and 44 to clarify, if true, that you are presenting the
estimated acquisition fees assuming use of your target leverage, or revise your disclosure
in these sections to present the estimated acquisition fees assuming you utilize your target
leverage.

7. We note your response to comment 6 of our letter.  We continue to believe that you
should revise to clarify how distributions to the shareholders may impact the calculation
of the subordinated participation interests as it appears fees and reimbursements could be
deferred to increase cash flow from operations.  Please consider providing an example
detailing how this fee will be calc ulated.

Estimated Use of Proceeds, page 35

8. We note your statement in footnote 1 to the table on page 35 that you will reimburse your
sponsor for all organization and offering expenses to be paid in connection with this
offering, including charges of yo ur escrow holder.  Please advise us of the role the
escrow holder will play in this offering, in light of your disclosure, including on the cover
page and pages 35 and 99, indicating that there is no minimum offering size applicable to
this offering.

Harold Hofer
Rich Uncles REIT, Inc.
December 1 5, 2015
Page 3

 Management

Executive Officers and Directors, page 37

9. We note your response to comment 9 of our letter.  We continue to believe you should
revise your disclosure in this section to state each executive officer ’s term of office as
officer and the period duri ng which he has served as such.  Refer to Item 401(b) of
Regulation S -K.  Additionally, please revise your disclosure to identify the dates during
which each such person held each of the positions described in his respective biography.
By way of example o nly, please identify the positions held by Mr. Desai at Monster
Energy and TransWorld Media during the past five years and the dates during which he
held such positions.  Refer to Item 401(e) of Regulation S -K.

Management ’s Discussion and Analysis of Fin ancial Condition and Results of Operations, page
62

10. We note your disclosure stating that you intend to solicit the shareholders and limited
partners of Rich Uncles I to become limited partners in the Operating Partnership in
exchange for their ownership i nterests in Rich Uncles I.  Please tell us what, if any, steps
you have taken to date to solicit interest or engage the shareholders and limited partners
of Rich Uncles I.  In addition, p lease advise us of the exemption from registration
applicable to this  transaction, and please describe briefly the facts relied upon to conclude
that such exemption is available.  We may have further comment.

11. We note your disclosure in this section indicating that you may use proceeds from this
offering to pay down principal indebtedness, “including [y]our acquisition line of credit. ”
Please revise your disclosure to clarify whether you are currently a party t o any line of
credit.

Division of Trading and Markets

12. We note your response to comment 7 of our letter dated August 11, 2015.  Please tell us
whether Rich Uncle ’s REIT intends to participate in any online auction platforms that
match buyers and sellers of shares in non -traded public REITs.  If so, please explain to us
how such participation is consistent with the Oct. 22, 2007 class exemptive letter.

13. Please supplementally provide us with  detailed explanations of (1) each type of
remuneration  or reimburs ement , and its amount and source, received or to be received by
the Company and each associated person and affiliate of the Company, including Hofer,
Wirta, the Company ’s sponsor and advisor, and each parent company, direct and indirect
owner, affiliate, o fficer, director and employee of the Company ’s sponsor and advisor, in
connection with the offering, purchases and sales of the Company ’s securities, the
operation of the Company and its sponsor and advisor, the acquisition, transfer and
liquidation of ass ets and securities held by the Company, and the dissolution and any
restructuring of the Company, and (2) the reasons for the receipt of each such type of

Harold Hofer
Rich Uncles REIT, Inc.
December 1 5, 2015
Page 4

 remuneration  or reimbursement , including ownership interests, contracts, arrangements
and und erstandi ngs, and services performed or to be performed.   We may have further
comment.

You may contact Paul Cline, Staff Accountant,  at 202-551-3851 or Eric McPhee, Staff
Accountant , at 202-551-3693 if you have questions regarding comments on the financial
stateme nts and related matters.   With respect to questions relating to  comments set forth under
the heading “Division of Trading and Markets ,” please contact Brice D. Prince  in the Division of
Trading and Markets  at 202 -551-5595.  Please contact Sara von Althann,  Attorney -Advisor,  at
202-551-3207 or me at 202-551-3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger & Price, LLP

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STRASBURGER & PRICE, LLP

720 Brazos Street, Suite 720

Austin, Texas 78701

512.499.3600

www.strasburger.com

December 8, 2015

LEE POLSON

(512) 499-3626

Direct Fax (512) 536-5719

Lee.Polson@strasburger.com

VIA EDGAR

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

RE:

Rich Uncles REIT, Inc.

Registration Statement on Form S-11/A

Filed November 23, 2015

File No. 333-205684

CIK No. 0001645873

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles REIT, Inc., we are filing draft sales literature via the Commission’s email address, 88salesmaterial@sec.gov, for use with the Company’s registration statement on Form S-11/A after the registration statement become effective.  Please contact me with any questions or comments regarding the filed sales literature.

Very truly yours,

/s/ Lee Polson

Lee Polson

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STRASBURGER & PRICE, LLP

720 Brazos Street, Suite 700

Austin, Texas 78701

512.499.3600

November 23, 2015

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Rich Uncles REIT, Inc.

Amendment No. 1 to Registration Statement on Form S-11

Filed September 9, 2015

File No.  333-205684

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles REIT, Inc., we are responding to your letter dated October 2, 2015, regarding the referenced Amendment No. 1 to Registration Statement on Form S-11.  On November 17, 2015, the Company filed Pre-Effective Amendment No.2 to its Registration Statement on Form S-11 containing revisions responding to your comments.  Responses in this letter refer to that amendment.  We enclose five paper copies of Amendment No. 2, marked to show changes from the Amendment No. 1 to Registration Statement on Form S-11 filing made on November 17, 2015 and keyed to comments.

General

1.

We note your response to comment 2 of our letter.  We further note your disclosure indicating that your articles of incorporation do not require you to liquidate your assets and dissolve, or to list your shares for trading, by a specified date.  Please revise your disclosure throughout, including in the cover page risk factor, to clarify, if true, that you are not ever required to provide a liquidity event.

Response:  See prospectus cover page and pages 8 and 17.  We added the requested disclosure.

2.

We note your response to comment 10 of our letter.  We further note you were formed in May 2015, and it appears you sold 10,000 shares of common stock to your sponsor in June 2015.  We continue to believe you should revise to provide the disclosure required by Item 303 of Regulation S-K, including a discussion of your expenses to date and your cash requirements.

Response: See prospectus pages 73 - 77.  We added a Management’s Discussion and Analysis of Financial Condition and Results of Operations section that contains the disclosure required by Item 303 of Regulation S-K.

Cover

3.

We note your response to comment 2 of our letter.  Please revise your cover to state the date the offering will end.  Refer to Item 501 of Regulation S-K.

Response:  See prospectus pages 4, 16 and 110.  We added the requested disclosure.

Jennifer Gowetski

November 23, 2015

Page 2

4.

We note your disclosure on the cover that “it may be difficult to resell your shares unless you sell them back to us pursuant to our share redemption program.” Please revise to clarify here and throughout the prospectus that your shares are illiquid and the significant restrictions on your share repurchase program.

Response:  See Cover page and pages 4, 8 and 17. We revised the prospectus to clarify that the Company is not required to pursue a transaction to provide liquidity to its stockholders by any particular date, that there are significant restrictions on the ability of the Company’s stockholders to have shares repurchased by the Company pursuant to the Company’s share repurchase program.

Prospectus Summary

How will your sponsor and advisor be compensated or their services?

5.

We note your response to comment 15 of our letter and your revised disclosure regarding compensation and fees that you pay to your advisor and its affiliates.  Please revise your disclosure to present the estimated acquisition fees assuming you utilize your target leverage.

Response:  See prospectus pages 9 and 53.  We disclosed the estimated acquisition fees after the first year and assuming the maximum offering amount is sold.

6

We note your response to comment 17 of our letter and the revised disclosure regarding your advisor’s subordinated participation distributions.  Please revise here and in the compensation table to more specifically describe this fee and how it will be calculated and paid.  In particular, please clarify whether (i) this fee is paid annually, (ii) how NAV is determined, (iii) whether management has any role in calculating or determining NAV and (iv) whether the fee will be paid if distributions are funded from any source other than operating cash flow, such as offering proceeds or financings.

Response:  See prospectus pages 11 and 56. We  revised the table contained on page __ and in the compensation section, page __, to include the details of payment of the subordinated participation in distributions.  The subordinated participation in distributions may be paid annually (if the fee has been earned), based on a determination of NAV made by an independent valuation firm selected by the board of directors.  The management does not have role in calculating the NAV except that two members of management, Ray Wirta and Harold Hofer, are members of the board and will participate in selection of the valuation firm.  The subordinated participation fee will be paid in shares issued by the REIT at the NAV per share, and not in cash, so payment of the subordinated participation fee will not be made from sources other than cash flow, such as offering proceeds or financings.

Estimated Use of Proceeds

7.

We note your response to comment 18 of our letter.  We further note that the compensation tables starting on pages 3 and 43 assume a minimum of 5,000,000 shares sold, and that the use of proceeds table on page 34 assumes a minimum offering size of $100,000,000.  Please revise your disclosure throughout for consistency and more specifically describe on page 47 how management determined its best estimate for the amounts on the Use of Proceeds table.  Additionally, please revise your disclosures throughout to clarify, if true, that your sponsor’s investment of $100,000 for 10,000 shares was completed prior to, and is not part of, this offering.

Response:  See prospectus page 44. We revised the minimum offering size assumption of $100,000,000, because the Company believes that is the amount it can reasonably expect to sell within one year of the commencement of the offering.

Jennifer Gowetski

November 23, 2015

Page 3

8.

We note your disclosure that your sponsor may pay a fee of up to 0.35% of the price of shares sold in certain states to Fund America Securities, Inc., for distribution services including compliance with state securities dealer registration laws.  Please revise your disclosure to clarify whether these fees are included in organization and offering expenses in the table.  Additionally, please revise your disclosure to clarify whether you will reimburse your sponsor for these fees.

Response: See prospectus page 44.  The distribution services fee will be paid by the sponsor, who will not be separately reimbursed for these fees, though the distribution services fee may be considered part of the organization and offering expenses for which the sponsor is reimbursed up to 3% of gross offering proceeds.   We revised Note 1 under the Use of Proceeds table to clarify that the sponsor pays offering expenses and receives reimbursement up to 3% of gross proceeds.

Management

Executive Officers and Directors

9.

We note your response to comment 21 of our letter.  Please revise your disclosure to clarify the respective terms of office of each of your officers and directors, as well as the dates during which each such person held each of the positions described in his respective biography or advise.  Refer to Item 401 of Regulation S-K.

Response: See prospectus page 45 – 48. We added a statement that directors serve for one year terms.  We believe that all of the relevant service dates are contained in the directors’ biographies.

Committees of Our Board of Directors

10.

We note your response to comment 22 of our letter and your disclosure regarding your newly appointed audit committee.  We further note the following statement on page 38: “Our board does not have a separately designated audit committee or other committee that performs similar functions.” Please revise your disclosure for consistency.

Response:   See prospectus page 48.  We corrected the incorrect statement regarding an audit committee.

Item 33.  Recent Sales of Unregistered Securities

11.

We note your response to comment 12 of our letter.  Please revise your disclosure in this section to provide the information required by Item 701 of Regulation S-K with respect to your sale of shares to your sponsor, including the section of the Securities Act or the rule under which exemption from registration was claimed and a brief statement of the facts relied upon to make the exemption available.

Response:  See page 110 and Item 33. We revised the prospectus to delete the information required in Item 33 of Part –II and included the required information in Item 33 instead. We also revised the information regarding recent sales of unregistered securities to provide the information required by Item 701 of Regulation S-K with respect to the sale of shares to the Company’s sponsor.

Jennifer Gowetski

November 23, 2015

Page 4

Division of Trading and Markets

12.

Please supplementally describe any arrangement between any broker-dealer registered with the Commission, including JRL Capital Corporation, and any of the Executive Officers and Directors of the registrant listed on page 36 of the amended filing, and any entity affiliated with or under common control, management, or ownership with the registrant, including Harold Hofer, Raymond Wirta, Howard Makler, Nexregen, REITbid, and Rich Uncles REIT Operator, LLC.  For any such arrangement, please supplementally describe the nature of any compensation payable to the registrant or any of its affiliates or associated persons by JRL Capital Corporation or any of its affiliates, associated persons, or business partners.

Response:  Messrs. Hofer and Wirta are investors in JRL Capital Corporation but do not actively participate in the business.  JRL Capital Corporation has no role with respect to the Company and neither it nor its affiliates, associated persons or business partners will receive compensation with respect to any aspect of the Company’s operations, except for Messrs. Hofer and Wirta.  Messrs. Hofer and Wirta are, of course, managers of the sponsor and the advisor of the Company and directors of the Company, and they will receive the compensation described in the prospectus for their services.

13.

Please supplementally identify each natural person and each entity expected to participate in selling the registrant’s shares in connection with the offering, and explain whether and how each is associated or affiliated with the registrant.  Also, please advise us how each such natural person, if not registered with the Commission as a broker-dealer or a licensed associated person of a registered broker-dealer, intends to meet the conditions of Rule 3a4-1 under the Securities Exchange Act of 1934 (17 CFR 240.3a4-1) or otherwise avoid being required to register with the Commission as a broker-dealer.  In addition, please advise us how each such entity, if not registered with the Commission as a broker-dealer, intends to avoid being required to register with the Commission as a broker- dealer.

Response:  The Company expects that its shares will be distributed only over the Internet by means of a website which is under development.  Other than designers and operators of the website, no individuals or entities are expected to be involved in offering securities to investors.  The persons who are involved in website operations are salaried employees of the Company who receive no commission or other remuneration based upon sales of securities.

14.

We note your disclosure stating, at the bottom of page 93, “Although no selling commissions and fees will be paid by us, our sponsor may pay a fee of up to 0.35% of the purchase price of shares in sold (sic) certain states to Fund America Securities, Inc., for distribution services including compliance with state securities dealer registration laws.  “ Please advise us why you believe the payment of transaction-related compensation to an entity not registered with the Commission as a broker-dealer for the distribution of the Company’s shares in multiple states would be permissible under Section 15(a) of the Exchange Act, which generally makes it illegal for an unregistered broker or dealer to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security.

Response:  FundAmerica Securities is a FINRA member and is currently registered with the Commission, CRD No. _____.  We do not contend that unregistered broker-dealers may participate in distributing the Company’s securities.

Jennifer Gowetski

November 23, 2015

Page 5

15.

Please supplementally explain each type of payment characterized as a “marketing support fee,” “costs related to investor and broker-dealer sales meetings,” or “selling commissions and fees” referred to in the explanation of “Organizational and Offering Expenses” on page 4 of the amended Advisory Agreement attached as Exhibit 10.1 to the filing.  In your supplemental response, please identify each entity and natural person associated or affiliated with or under common control, management, or ownership with the registrant expected to receive such payments.  Also please identify each natural person associated with the registrant expected to participate in investor and broker-dealer sales meetings.  In addition, please describe the marketing services expected to be performed for the registrant in connection with the offering by the registrant’s President and Chief Marketing Officer Howard Makler, and any compensation he is expected to receive related to the offering.

Response:  The advisor will not perform any services related to marketing the Company’s securities and will not be compensated for any such services.  The advisor is, of course, expected to supply reports and information on the performance of the Company’s real estate portfolio which will be supplied to investors in the normal course of operations.  Mr. Makler is in charge of website design and implementation, but he is not separately compensated for sales of securities.

16.

Paragraph 3 beginning on page 7 of the amended Advisory Agreement states that the Advisor shall “provide the Directors with periodic reports regarding prospective investments in ... Permitted Investments,” “negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities ...” and potentially prepare reports “concerning the value of investments or contemplated investments of the Company,” but that the Advisor shall not act “in such a way so that the Advisor shall be acting as broker-dealer or underwriter ....” Paragraph 9 of the amended Advisory Agreement seems to indicate, on page 11, that the Advisor or one or more of its affiliates may receive disposition fees or liquidation fees in connection with the sale of investments other than Properties, including the Company’s shares.  Please advise us how the Advisor intends to perform its duties and receive compensation as described in the Advisory Agreement without acting as a broker-dealer or underwriter.

Response: We revised the Advisory Agreement to delete references to providing services that may be considered investment advice under the Investment Advisers Act.  We also deleted reference to payment of disposition or liquidation fees in connection with other investments in the prospectus.  See prospectus pages 12 and __.  These fees will only be paid on sales of the Company’s real property investments.

On behalf of the company, we acknowledge that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking

Mailstop 3233
October 2, 2015

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles REIT, Inc.
Amendment No. 1  to Re gistration Statement on Form S -11
Filed September 9, 2015
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your amended registration statement  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 letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our August 11, 2015  letter .

General

1. We note your response to comment 2 of our letter.  We further note your disclosure
indicating that your  articles of incorporation do not require you to liq uidate your assets
and dissolve , or to list your shares for trading,  by a specified date .  Please revise your
disclosure throughout, including in the cover page risk factor, to clarify, if true, that you
are not ever required to provide a liquidity event.

2. We note your response to comment 10 of our letter.  We further note you were formed in
May 2015, and it appears you sold 10,000 shares of common stock to your sponsor in
June 2015.  We continue to believe you should revise to provide the disclosure requ ired
by Item 303 of Regulation S -K, including a discussion of your expenses to da te and your
cash requirements.

Harold Hofer
Rich Uncles REIT, Inc.
October 2, 2015
Page 2

 Cover

3. We note your response to comment 2 of our letter.  Please revise your cover to state the
date the offering will end.  Refer to Item 501 of Regulation S -K.

4. We note your disclosure on the cover that “it may be difficult to resell your shares unless
you sell them back to us pursuant to our share redemption program.”  Please revise to
clarify here and throughout the prospectus that your shares are illiquid and the significant
restrictions on your share repurchase program.

Prospectus Summary

How will your sponsor and advisor be compensated o r their services?, page 3

5. We note your  response to comment 15 of our letter and  your revised disclosure regarding
compensation and fees that you pay to your advisor and its affiliates.   Please  revise your
disclosure to present  the estimated acquisition fe es assuming you utilize your target
leverage.

6. We note your response to comment 17 of our letter and the revised disclosure regarding
your advisor’s subordinated participation distributions .  Please revise here and in the
compensation table to more specifically descri be this fee and how it will be calculated
and paid.  In particular, please clarify whether (i) this fee is paid annually, (ii) how NAV
is determined,  (iii) whether management has any role in calculating or determining NAV
and (iv) whether the fee will be paid if distributions are funded from any source other
than o perating cash flow, such as offering proceeds or financing s.

Estimated Use of Proceeds, page 34

7. We note your response to comment 18 of our letter.  We further note that the
compensation tables starting on pages 3 and 43 assume a minimum of 5,000,000 shares
sold, and that the use of proceeds table on page 34 assumes a minimum offering size of
$100,000,000.   Please revise your disclosure  throughout for consistency and more
specifically describe on page 47 how management determined its best estimate  for the
amounts on the Use of Proceeds table .  Additionally, please revise your disclosures
throughout to clarify, if true, that your sponsor’s investment of $100,000 for 10,000
shares was complet ed prior to, and is not part of, this offering.

8. We note your disclosure that your sponsor may pay a fee of up to 0.35% of the price of
shares sold in certain states to Fund America Securities, Inc., for distribution services
including compliance with stat e securities dealer registration laws .  Please revise your
disclosure to clarify whether these fees are included in organization and offering
expenses in the table.  Additionally, please revise your disclosure to clarify whether you
will reimburse your spo nsor for these fees.

Harold Hofer
Rich Uncles REIT, Inc.
October 2, 2015
Page 3

 Management

Executive Officers and Directors , page 36

9. We note your response to comment 21 of our letter.  Please revise your disclosure to
clarify the respective terms of office of each of your officers and directors, as well as the
dates during which each such person held each of the positions described in his respective
biography or advise.  Refer to Item 401 of Regulation S -K.

Committees of Our Board of Directors , page 38

10. We note your response to comment 22 of our letter and your  disclosure regarding your
newly appointed audit committee.  We further note the following statement on page 38:
“Our board does not have a separately designated audit committee or other committee
that performs similar functions. ”  Please revise your discl osure for consistency.

Item 33.  Recent Sales of Unregistered Securities, page II -1

11. We note your response to comment 12 of our letter.  Please revise your disclosure in this
section to provide the information required by Item 701 of Regulation S -K with respect to
your sale of shares to your sponsor, including t he section of the Securities Act or the rule
under which exemption from registration was claimed and a brief statement of  the facts
relied upon to make the exemption available .

Division of Trading and Markets

12. Please  supplementally  describe any arrangement between any broker -dealer registered
with the Commission, including JRL Capital Corporation, and  any of the Executive
Officers and Directors of the registrant listed on page 36 of the amended filing, and any
entity affiliated with or under common control, management, or ownership with the
registrant, including Harold Hofer, Raymond Wirta, Howard Makl er, Nexregen,
REITbid, and Rich Uncles REIT Operator, LLC.  For any such arrangement, please
supplementally  describe the nature of any compensation payable to the registrant or any
of its affiliates or associated persons by JRL Capital Corporation or any o f its affiliates,
associated persons, or business partners.

13. Please  supplementally  identify each natural person and each entity expected to participate
in selling the registrant ’s shares in connection with the offering, and explain whether and
how each is  associated or affiliated with the registrant.  Also, please advise us  how each
such natural person, if not registered with the Commission as a broker -dealer or a
licensed associated person of a registered broker -dealer, intends to meet the conditions of
Rule 3a4 -1 under the Securities Exchange Act of 1934 (17 CFR 240.3a4 -1) or otherwise
avoid being required to register with the Commission as a broker -dealer.  In addition,
please advise us  how each such entity, if not registered with the Commission as a bro ker-

Harold Hofer
Rich Uncles REIT, Inc.
October 2, 2015
Page 4

 dealer, intends to avoid being required to register with the Commission as a broker -
dealer.

14. We note your disclosure stating , at the bottom of page 93, “Although no selling
commissions and fees will be paid by us, our sponsor may pay a fee of up to 0.35% of the
purchase price of shares in sold (sic) certain states to Fund America Securities, Inc., for
distribution services including compliance with state securities dealer registration laws. ”
Please advise us  why you believe the payment of transactio n-related compensation to an
entity not registered with the Commission as a broker -dealer for the distribution of the
Company ’s shares in multiple states would be permissible under Section 15(a) of the
Exchange Act, which generally makes it illegal for an unregistered broker or dealer to
make use of the mails or any means or instrumentality of interstate commerce to effect
any transactions in, or to induce or attempt to induce the purchase or sale of, any security.

15. Please  supplementally  explain each type of payment characterized as a “marketing
support fee, ” “costs related to investor and broker -dealer sales meetings, ” or “selling
commissions and fees ” referred to in the explanation of “Organizational and Offering
Expenses ” on page 4 of the amended Advisory Agreement attached as Exhibit 10.1 to the
filing.  In your supplemental response, please  identify each entity and natural person
associated or affiliated with or under common control, management, or ownership with
the registrant expect ed to receive such payments.  Also please identify each natural
person associated with the registrant expected to participate in investor and broker -dealer
sales meetings.  In addition, please describe the marketing services expected to be
performed for th e registrant in connection with the offering by the registrant ’s President
and Chief Marketing Officer Howard Makler, and any compensation he is expected to
receive related to the offering.

16. Paragraph 3 beginning on page 7 of the amended Advisory Agreemen t states that the
Advisor shall “provide the Directors with periodic reports regarding prospective
investments in . . . Permitted Investments, ” “negotiate on behalf of the Company with
investment banking firms and broker -dealers or negotiate private sales of Shares and
Securities . . . ” and potentially prepare reports “concerning the value of investments or
contemplated investments of the Company, ” but that the Advisor shall not act “in such a
way so that the Advisor shall be acting as broker -dealer or unde rwriter . . . . ”  Paragraph 9
of the amended Advisory Agreement seems to indicate, on page 11, that the Advisor or
one or more of its affiliates may receive disposition fees or liquidation fees in connection
with the sale of investments other than Properti es, including the Company ’s shares.
Please advise us  how the Advisor intends to perform its duties and receive compensation
as described in the Advisory Agreement without acting as a broker -dealer or underwriter.

Harold Hofer
Rich Uncles REIT, Inc.
October 2, 2015
Page 5

 With respect to questions regarding comments from the Division of Trading and Markets,
please contact Brice Prince at 202 -551-5595 in the Division of Trading and Markets .  You may
contact Paul Cline, Staff Accountant,  at 202-551-3851 or Eric McPhee, Staff Accountant , at 202-
551-3693 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sara von Althann, Attorney -Advisor,  at 202-551-3207 or me at 202-551-
3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
Office of Real Estate and
Commodities
cc: Lee Polson, Partner
Strasburger & Price, LLP

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STRASBURGER & PRICE, LLP

720 Brazos Street, Suite 700

Austin, Texas 78701

512-499-3600

www.strasburger.com

September 23, 2015

VIA EDGAR

and FEDERAL EXPRESS

Jennifer Gowetski

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

 Re:
 Rich Uncles REIT, Inc.

 Registration Statement on Form S-11

 Filed July 15, 2015

 File No. 333-205684

Dear Ms. Gowetski:

On behalf of our client, Rich Uncles REIT, Inc., we are responding to your letter dated August 11, 2015, regarding the referenced registration statement.  On September 9, 2015, the Company filed Pre-Effective Amendment No. 1 to its Form S-11 containing revisions responding to your comments.  Responses in this letter refer to that amendment.  We enclose five copies of Amendment No. 1, marked to show changes from the original S-11 filing made on July 15, 2015 and keyed to comments.

The following numbered responses in this letter correspond to the numbered comments in your August 11 letter.  Page references are to the Form S-11/A as filed with the Commission on September 9 via EDGAR.

General

1.

We note your disclosure on the cover page and under “Risk Factors” that you are a blind pool as you have not identified any properties to acquire with the net proceeds of this offering.  Accordingly, please provide the disclosure required by Industry Guide 5, as applicable.  See Securities Act Release 33-6900 (June 17, 1991).  In particular, please provide appropriate disclosure relating to prior performance, including prior performance tables and narrative disclosure regarding material adverse business developments.

Response:  We will file the Company’s track record disclosure in a separate amendment on Form S-11/A.

Page 2

2.

We note your disclosure on the cover page that you will offer these shares indefinitely.  We further note that you are offering the securities on a continuous basis pursuant to Rule 415 under the Securities Act of 1933.  Please tell us how your intention to offer these shares indefinitely complies with Rule 415(a)(5) or revise to provide the date on which your offering will terminate.  In addition, please revise your disclosure throughout, including a cover page risk factor, to state that you are not required to ever provide a liquidity event and does not intend to provide a liquidity event or advise.

Response:  See Cover page and pages 2 and 9.  We revised the prospectus to include a termination date of the offering two years from the commencement of the offering. See Cover page.  We have also revised the prospectus to include the risk that the Company is not required to provide a liquidity event and do not intend to provide one.

3.

Please note that any sales literature that is to be used in connection with this offering must be submitted to us prior to use, including, if applicable, sales literature intended for broker-dealer use only.  Please be aware that we will need time to review these materials.  In addition, note that sales materials must set forth a balanced presentation of the risks and rewards to investors and should not contain any information or disclosure that is inconsistent with or not also provided in the prospectus.  For guidance, refer to Item 19.D of Industry Guide 5 and CF Disclosure Guidance Topic No. 3.

Response:  We will provide this material supplementally as it is prepared.

4.

Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response:  We will provide this material supplementally as it is prepared.

5.

Please provide us with copies of any graphics, maps, photographs, and related captions or other artwork including logos that you intend to use in the prospectus.  Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to our review.

Response:  We will provide this material supplementally as it is prepared.

6.

Please be advised that you are responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase program.  We urge you to consider all the elements of your share repurchase program in determining whether the program is consistent with relief granted by the Division of Corporation Finance in prior no action letters.  See, for example, T REIT Inc.  (Letter dated June 4, 2001) and Wells Real Estate Investment Trust II, Inc.  (Letter dated December 3, 2003).  To the extent you have questions as to whether the program is entirely consistent with the relief previously granted by the Division of Corporation Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.

Page 3

Response:  The terms of the Company’s share repurchase program (the “Repurchase Program”) are disclosed in the Registration Statement, as revised in connection with this response to the Commission’s Letter dated August 11, 2015. The Company, with the assistance of counsel, has analyzed the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to its Repurchase Program. The Company believes that the Repurchase Program is consistent with the relief granted by the Division of Corporate Finance in prior no-action letters and that its purchases of common stock from stockholders under its Repurchase Program would not constitute an issuer tender offer within the meaning of Rule 13e-4 or Regulation 14E.

The Commission’s Division of Corporate Finance has previously not recommended that the Commission take enforcement action under Rule 13e-4 and Regulation 14E with respect to repurchases made under the repurchase programs of non-listed REITs programs that allow investors to make repurchase requests on a periodic (such as monthly or quarterly) basis.  The Company believes that its share Repurchase Program is similar to programs of other companies for which the Commission has granted no-action relief regarding the issuer tender offer rules of Rule 13e-4 and the rules regarding the conduct of tender offers in Regulation 14E.

Pursuant to Rule 13e-4 under the Securities Exchange Act of 1934 (the “Exchange Act”), an issuer with equity securities registered under Section 12 of the Exchange Act or that is required to file periodic reports with the Commission pursuant to Section 15(d) of the Exchange Act is required, in connection with any tender offer for its own equity securities, to make certain disclosures with respect to such offers. The provisions of Rule 13e-4 are intended to prevent fraudulent, deceptive or manipulative acts in connection with issuer tender offers.  Regulation 14E provides for rules regarding the conduct of tender offers, if a purchaser is engaged in a tender offer.

As provided in SEC v. Carter Hawley Hale Stores, Inc., 760 F.2d 945, 950 (9th Cir. 1985),  the following eight factors are applied to determine whether a purchase of shares constitutes a “tender offer”: (i) the presence of active and widespread solicitation of public stockholders for the shares of an issuer; (ii) the solicitation is made for a substantial percentage of the issuer’s stock; (iii) the offer to purchase is made at a premium over the prevailing market price; (iv) the terms of the offer are firm, rather than negotiable; (v) the offer is contingent on the tender of a fixed number of shares; (vi) the offer is open only for a limited period of time; (vii) the offeree is subjected to pressure to sell; and (viii) there is a public announcement of an acquisition program prior to the accumulation of stock by a purchaser followed by a rapid accumulation of a large amount of securities.  These factors are generally attributable to Wellman v. Dickinson, 475 F. Supp. 783 (C.D. Cal. 1979).

(i)  The presence of active and widespread solicitation of public stockholders for the shares of an issuer:

The Company will not engage in active and widespread solicitation for stockholders to participate in the Repurchase Program.  Information regarding the Repurchase Program is provided in the Registration Statement, as required by the Securities Act of 1933, to make stockholders aware of the existence of the Repurchase Program. However, the Company will not solicit or encourage stockholders to participate in the Repurchase Program.

Page 4

(ii)  The solicitation is made for a substantial percentage of the issuer’s stock:

This factor is often addressed through the first and eighth factors. The Company will not solicit or encourage the participation of any stockholder in the Repurchase Program, and there is no particular percentage of stock that the Company is expected to purchase through the Repurchase Program. There are limits in the Repurchase Program on the Company’s ability to repurchase shares. Specifically, the Company may not purchase shares in an amount that would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. In addition, purchases made under the Repurchase Program will be limited by the Company’s sources of capital. Finally, the purpose of the Repurchase Program is not for the Company to acquire a substantial percentage of its own securities. The Company intends to raise capital through public offerings and invest the net proceeds in real estate assets. The Repurchase Program is being instituted solely to provide stockholders of the Company with a vehicle through which they can liquidate a portion of their investment in the Company’s common stock, in light of the fact that there is no public secondary trading market for the shares and the Company does not anticipate that a secondary trading market will develop.

(iii)  The offer to purchase is made at a premium over the prevailing market price:

There is no public secondary trading market for the Company’s shares and the Company does not anticipate that a secondary trading market will develop.  The Repurchase Program will be terminated if the Company’s shares are listed on a national securities exchange, included for quotation on a national securities market or if a secondary trading market otherwise develops. The Company will utilize an independent valuation firm to calculate the NAV per share of the Company’s shares on an annual basis commencing December 31, 2016.  The Company will report the NAV per share of the common stock in a Current Report on Form 8-K or in the Company’s annual or quarterly reports, in each case as filed with the Commission. The Company will also provide information about its NAV per share on its website (such information may be provided by means of a link to the Company’s public filings on the Commission’s website, www.sec.gov). Shares will be repurchased at a discount to the most recently published NAV (or, if there is no published NAV, $10.00 per share), unless the shares have been held for at least three years, in which case they will be repurchased at a price equal to the most-recently published NAV (or, if there is no published NAV, $10.00 per share). In addition, the Repurchase Program will not purchase shares at a price greater than the then-current public offering price of the common stock at any time that the Company is engaged in a distribution of its common stock (other than a distribution under the Company’s dividend reinvestment program).

(iv)  The terms of the offer are firm, rather than negotiable:

The terms of the Repurchase Program are firm.

Page 5

(v)  The offer is contingent on the tender of a fixed number of shares:

The Repurchase Program is not contingent on the tender of a fixed number of shares. If the Company cannot repurchase all shares presented for repurchase in any month because of the limitations on repurchases set forth in the Repurchase Program, then the Company will honor repurchase requests on a pro rata basis, except that if a stockholder has requested that the Company repurchase all of the shares hold by such stockholder and a pro rata repurchase would result in such stockholder owning less than 500 shares, then the Company would repurchase all of such stockholder’s shares.

(vi)  The offer is open only for a limited period of time:

The Repurchase Program is open for an indefinite period. The risk of manipulation and pressure to sell associated with tender offers subject to limited time frames are not present in the Repurchase Program.

(vii)  The offeree is subjected to pressure to sell:

As noted above, the Company will not solicit or encourage stockholders to participate in the Repurchase Program. The Company will not place upon stockholders any pressure to participate in the Repurchase Program.  The role of the Company in effectuating purchases under the Repurchase Program will be purely ministerial. The Company acknowledges that some features of the Repurchase Program may to a limited extent encourage or pressure a stockholder to tender shares at a particular time. Stockholders must submit a repurchase request no later than the fifth day of a month in order for their shares to be eligible for purchase during the following month. In addition, if the Company cannot repurchase all shares presented for repurchase in any month because of the limitations on repurchases set forth in the Company’s Repurchase Program, the repurchase of any such shares will be delayed until the purchases may be made in compliance with the limitations.  The Company does not believe that these pressures are the types of pressures placed on offerees in a tender offer as contemplated by the Wellman test or for which the Williams Act was intended to address. The limitations in the Repurchase Program may delay the purchase of shares from a stockholder, but will not result in the stockholder being pressured to accept an inadequate price for their shares to avoid the risk of being forced to accept an even lower price at a later date, which is how the pressure to sell arises in connection with a coercive, two-tier tender offer. In addition, the features of the Repurchase Program will be first disclosed to stockholders when they make their initial decision to invest in the Company, rather than at the time of their decision to participate in the Repurchase Program, and any stockholder can withdraw a repurchase request by sending written notice to the administrator of the Repurchase Program, provided such notice is received at least five business days before the repurchase date.

Page 6

(viii)

There is a public announcement of an acquisition program prior to the accumulation of stock by a purchaser followed by a rapid accumulation of a large amount of securities:

The Company has described the Repurchase Program in the Registration Statement, and the Repurchase Program will be described in registration statements and offering materials for future offerings (if any), and when required in filings with the Commission made pursuant to the Exchange Act. The Company will give notice to the stockholders of any amendments to the Repurchase Program by including such information regarding any amendment  in a Current Report on Form 8-K or in the Company’s annual or quarterly reports, in each case, as publicly filed with the Commission, or in a separate written notice to its stockholders. As noted above, the purpose of the Repurchase Program is not for the Company to rapidly acquire a large amount of its own securities. The Company has no desire to accumulate a large amount of its securities, as the Company’s purpose is to invest in real estate assets. In addition, the Company is restricted from acquiring shares in an amount that would violate the restrictions on dist

August 11, 2015

Via E -mail
Harold Hofer
Chief Executive Officer
Rich Uncles REIT, Inc.
3080 Bristol Street Suite 550
Costa Mesa, CA 92626

Re: Rich Uncles REIT, Inc.
Registration Statement on Form S -11
Filed July 15, 2015
  File No. 333-205684

Dear Mr. Hofer :

We have reviewed your registration statement  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 letter 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 appropri ate, please tell us why in your
response.

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

General

1. We note your disclosure on the cover page and under “Risk Factors” that you are a blind
pool as you have not identified any properties to acquire with the net proceeds of this
offering.  Accordingly, please provide the disclosure required by Industry Guide 5, as
applicable.  See Securities Act Rel ease 33 -6900 (June 17, 1991).  In particular, please
provide appropriate disclosure relating to prior performance, including prior performance
tables and narrative disclosure regarding material adverse business developments.

2. We note your disclosure on th e cover page that you will offer these shares indefinitely.
We further note that you are offering the securities on a continuous basis pursuant to Rule
415 under the Securities Act of 1933.  Please tell us how your intention to offer these
shares indefini tely complies with Rule 415(a)(5) or revise to provide the date on which
your offering will terminate.  In addition, please revise your disclosure throughout,

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 2

 including a cover page risk factor, to state that you are not required to ever provide a
liquidit y event and do not intend to provide a liquidity event or advise.

3. Please note that any sales literature that is to be used in connection with this offering
must be submitted to us prior to use, including, if applicable, sales literature intended for
broke r-dealer use only. Please be aware that we will need time to review these materials.
In addition, note that sales materials must set forth a balanced presentation of the risks
and rewards to investors and should not contain any information or disclosure th at is
inconsistent with or not also provided in the prospectus. For guidance, refer to Item 19.D
of Industry Guide 5 and CF Disclosure Guidance Topic No. 3.

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405  under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

5. Please provide us with copies o f any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective i nvestors prior to our review.

6. Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e -4 and Regulation 14E, to your share repurchase program.
We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with relief granted by the Division of
Corporation Finance in prior no action letters. See, for example, T REIT Inc. (Letter
dated June 4, 2001) and Wells Real Estate Investment Trust II, Inc. (Letter dated
Decem ber 3, 2003). To the extent you have questions as to whether the program is
entirely consistent with the relief previously granted by the Division of Corporation
Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202 -551-
3440.

7. We note that you may conduct the share repurchase program during the offering period of
the shares being registered under this registration statement. Please be advised that you
are responsible for analyzing the applicability of Regulation M to your share repurchase
program. We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with the class relief granted by the
Division of Market Regulation in the class exemptive letter granted Alston &  Bird LLP
dated October 22, 2007. To the extent you have questions as to whether the program is
entirely consistent with that class exemption , you may contact the Division of Trading
and Markets at 202 -551-5777.

8. We note that your website, www.RichUncles.co m, contains several disclosures that
appear to relate to an ongoing offering.  Please tell us how your website complies with

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 3

 Section 5 of the Securities Act of 1933.  Please also re fer to the Securities Act Rules
C&DIs at https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules -interps.htm .
Please revise your website accordingly.

9. Please revise to include in your registration statement disclosure the various factors
considered in determining the offering price of your common stock.  Refer to Item 505 of
Regulation S -K.

10. Please revise to provide the disclosure required by Item 303 of Regulation S -K or advise.

11. We were unable to locate the disclosures required by Items 103 and 509 of Regulation S -
K.  Please revise your registration statement to include such disclosures or advise.

12. We note that your disclosure throughout the registration statement appears inconsistent
regarding the number of shares of y our common stock that are currently outstanding, the
timing of your advisor’s purchase of shares of your common stock, the amount of
common stock purchased by your advisor and the price paid therefor.  By way of
example only, we note the following statemen ts:

 “Our sponsor, Rich Uncles, LLC, has invested $100,000 to purchase 10,000
shares at the commencement of our primary offering.” Prospectus cover page.
 “Our sponsor has invested $100,000 in us by purchasing 10,000 shares of our
common stock at $10.00 per  share.” Page 39
 “No shares of our common stock are currently issued and outstanding.  Upon the
commencement of the offering, our sponsor has agreed to purchase 10,000 shares
of our common stock for $10.00 ($100,000.00 total).” Page 39

Please revise your disclosure throughout the registration statement, including without
limitation pages 5, 39 and 75, to be consistent with your financial statements and
reconcile these statements.  Additionally, to the extent that your sponsor has already
purchased shares o f your common stock, please revise your disclosure under “Item 33.
Recent Sales of Unregistered Securities” to disclose this fact and provide the disclosures
required by Item 701 of Regulation S -K, including the exemption from registration relied
upon for such transaction.

Prospectus Cover Page

13. Please revise the disclosure on your cover page to include the Commission legend and
any applicable state legends required by Item 501(b)(6) and (7) of Regulation S -K.

14. Please include a statement on your cover page  indicating that there is no market for your
common stock.  Refer to Item 1(b) of Form S -11.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 4

 Prospectus Summary, page 1

15. Please revise to provide tabular disclosure in the summary of each fee or compensation
amount payable to your advisor and its affili ates.  To the extent determinable, please
provide separately each fee expected to be paid in the first year based on your targeted
leverage.  In future filings that require disclosure pursuant to Item 404 of Regulation S -K,
please disclose the amount of fe es paid to the advisor by type of fee.

16. Please balance your disclosure in this section with a discussion of the most significant
risk factors associated with this offering.  Refer to Item 503(c) of Regulation S -K.

Who is our sponsor, and, what role will i t play?, page 1

17. We note your disclosure on the cover page stating, “our total up -front expenses are
significantly less than those of other non -exchange listed public REITs that do pay
commissions and fees and, as a consequence, we will be able to invest a  significantly
higher percentage of the proceeds generated from the sale of our shares into properties,
compared to such other non -exchange listed public REITs.”  Please balance your
disclosure comparing your up -front expenses to those of other non -exchang e listed public
REITs with a discussion comparing your operating stage and disposition stage expenses
to those of other non -exchange listed public REITs, or advise.

Estimated Use of Proceeds, page 31

18. Please revise to quantify in the table the amount of acquisition fees and expenses for both
the assumed minimum and maximum amount, identify the different amounts presented
and clarify the basis for the minimum amount to be raised in this offering.

Management, page 31

19. Please provide separate disclosure regarding the significant employees of your advisor.
Refer to Item 401(c) of Regulation S -K.

Board of Directors

Selection of Our Board of Directors; Independent Directors, page 32

20. We note your disclosure on page 32 that you will have five independent d irectors,
including Mr. Wang.  We further note Mr. Wang is not described as independent in the
table on page 33 or in his biography on page 34.  You also state on page 35 under
“Director Independence” that you have four independent directors.  Please revis e your
disclosures to reconcile these statements and clarify whether Mr. Wang is independent.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 5

 Executive Officers and Directors, page 33

21. Please revise your disclosure for each director and executive officer to provide the dates
of employment for the p ast five years.  Refer to Item 401(e) of Regulation S -K.

Committees of Our Board of Directors, page 35

22. We note your disclosure that your board does not have a separately designated audit
committee or other committee that performs similar functions.  Plea se revise your
disclosure to describe who will be responsible for performing the duties that would
otherwise be performed by an audit committee, to clarify whether the persons performing
such duties will be independent, and to describe such duties.  Refer to Item 407(a) of
Regulation S -K.  Additionally, we note your statement on page 35 under “Compensation
of Directors” that you “will pay independent directors 100 Company shares for attending
each board and audit or conflicts committee meeting.”  Please rev ise your disclosure to
reconcile this statement with your previous statement that you will not have an audit
committee.

Compensation of Directors, page 35

23. We note that you plan to pay independent directors 100 shares of your common stock for
attending each board and committee meeting.  Please advise us whether you expect to
pay these shares pursuant to an equity compensation plan and provide disclosure
regarding such plan, as applicable.

Conflicts of Interest

Certain Conflict Resolution Measures

Term  of Advisory Agreement, page 46

24. It appears that your advisor may be entitled to a termination fee even if the advisory
agreement is terminated by you for cause.  Please revise your disclosure to clarify.
Additionally, please include a risk factor specifi cally discussing this risk  and revise your
cover page and summary risk factors as applicable.

Investment Objectives and Criteria, page 49

25. You state that one of your investment objectives is to provide attractive and stable cash
dividends.  W e note the term ‘dividend’ indicates that the distributions come from
income or profits.  As applicable, please revise throughout to refer to distributions and
balance such disclosure to clarify , if true, that distributions are not guaranteed and you
may pay distributions in excess of earnings and cash flow from operations, including
paying distributions from offer ing proceeds.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 6

26. Please revise your disclosure to state your policy as to the amount or percentage of assets
that will be invested in any specific property.  Refer to Item 13(a)(6) of Form S -11.

27. We note that you intend to invest primarily in single tenant  income -producing corporate
properties which are leased to creditworthy tenants under long -term net leases.  Please
revise your disclosure to clarify how you intend to assess the creditworthiness of your
prospective tenants and how you intend to monitor yo ur tenants’ creditworthiness on an
ongoing basis subsequent to your entry into net leases.

Financial Statements, page F -1

28. Please have Anton & Chia, LLP revise its report on the financial statements to identify
the state in which it was issued.

Item 36. Financial statements and Exhibits, page II -2

29. Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal and tax opinions with the next amendment, please provide a draft copy for us
to review.  The draft opi nions should be filed as EDGAR correspondence.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Secur ities Act rules require .  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from  its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Harold Hofer
Rich Uncles REIT, Inc.
August 11, 2015
Page 7

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Paul Cline, Staff Accountant,  at 202-551-3851  or Eric McPhee, Staff
Accountant , at 202-551-3693  if you have questions regarding comments on the financial
statements and related matters.  Please contact Sara von Althann, Attorney -Advisor,  at 202-551-
3207  or me at 202-551-3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Special Counsel
cc: Lee Polson, Partner
Strasburger & Price, LLP