SecProbe.io

November 8, 2011
 Via E-mail

Jon S. Wheeler President and Chairman of the Board of Directors Wheeler Real Estate Investment Trust, Inc. Riversedge North, 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia  23452
Re: Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11 Filed October 12, 2011
  File No. 333-177262

Dear Mr. Wheeler:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 appropriate, please tell us why in your
response.

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

 1. Please provide us with copies of any graphi cs, maps, photographs, and related captions or
other artwork including logos th at you intend to use in the pr ospectus.  Such graphics and
pictorial representations should not be included in any prelim inary prospectus distributed
to prospective investor s prior to our review.

2. Please provide us with support for all quant itative and qualitative business and industry
data used in the registration st atement.  For example, we not e your disclosure and charts
on pages 62-64.  The requested information should be filed as EDGAR correspondence
or, alternatively, should be se nt in paper form accompanied by a cover letter indicating
that the material is being provided pursuant  to Securities Act Ru le 418 and that such
material should be returned to the registrant  upon completion of the staff review process.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 2

 Summary Risk Factors, page 3

3. Please revise your summary risk factors sect ion to include the principal factors which
make this particular offering risky.  For exam ple, please consider addressing risks related
to your external management structure, the c ontribution transactions, your debt levels and
your geographic concentration.
Formation Transactions, page 5
4. Please provide us a copy of the Amsco t/Monarch/Riversedge North contribution
agreement.
5. Please disclose how you will account for the formation transactions.  Please tell us
whether any of the Ownership Entities will be ac counted for at historical cost subsequent
to the formation transactions, and if so, pl ease tell us how you determined this was the
appropriate accounting treatment.  Additionall y, please disclose how you will account for
the contingent consideration to be paid  for the Amscot Building, Monarch Bank and
Riversedge North properties.  Please refer to the applic able accounting literature you
relied on in coming to this determination.
Our Structure, page 8
6. Please revise the diagrams to reflect the cont ractual relationship of the external manager
and the fact that insiders and prior investors will own OP units.
Use of Proceeds, page 39
7. We note that a substantial portion of the offering proceeds are not dedicated to any
specified purpose, and thus the offering appear s to be a blind pool offering.  Please revise
the registration statement to comply with a pplicable provisions of Industry Guide 5.
Refer to Securities Act Release 33-6900.
8. Please revise your disclosure to include cash amounts to be paid to the Prior Owners.
Distribution Policy, page 40
9. We note that you intend to disclose your es timated dividend payments.  Please provide
quantitative disclosure that demonstrates that  you have a reasonable basis for your belief
that you will have available cash flows su fficient to cover the estimated dividend.
 10. Please expand the discussion of the subordinate d distribution to clarify whether this will
be a contractual arrangement or if Mr. Wheel er will hold a special class of common units.

11. We note you indicate on page 35 that you may fu nd distributions out of the net proceeds
of this offering.  Please revise your disclo sure in this section and on page 10 to
affirmatively state that you ma y pay distributions out of the net proceeds of this offering.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 3

12. Please advise us why you have included a desc ription of funds from  operations in this
section.
Dilution, page 43

13. Please provide the relative contribution disc losure required by Item 506 of Regulation S-
K, or advise us why you be lieve it is not necessary.
14. Please advise us how the earn-out provision in the Amscot/Monarc h/Riversedge North
contribution agreement is reflected in the dilution disclosures.
Management’s Discussion and Analys is of Financial Condition…, page 46
 15. Please include the table of contractual obligat ions required by Item 303(a)(5), or advise
us why you believe it is not required.
 Overall Company Trends, page 47

 16. Please expand your disclosure to discuss portf olio same store occupancy and rent psf
trends.

17. We note your disclosure regarding your su ccess in navigating the recent recession.  For
each of the properties mentioned, please pr ovide us information on the percentage
changes in same store NOI over the past thr ee years.  We may have further comment.

Results of Operations, page 54

 18. Please expand your disclosure to provide an analysis on the relative contribution of
changes in same store occupancy, base rent and percentage rent to overall changes in
revenues.
 Liquidity and Capital Resources, page 56

19. Please revise your discussion of  Liquidity and Capital Resources in your next amendment
to provide a more comprehensive discussi on of your liquidity needs over the next 12
months.  Additionally, please provide additional details about any conditions that must be
met in order for you to extend the debt maturing in April 2012, and whether you are currently in compliance with those conditions.
 Description of Our Properties, page 65

20. Please confirm to us that annualized rent reflects the impact of tenant concessions.
 Outstanding Indebtedness, page 77

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 4

 21. We note from your disclosure that you have not yet received consents from any of the
lenders related to your assumption of the out standing debt of the Ownership Entities.
Please provide disclosure related to this in your discussion of Liquidity and Capital
Resources, and additionally, disc lose what the potential ramifi cations would be if you are
not able to obtain consents from all of the lenders.
Proprietary Management a nd Leasing Strategy, page 78

22. Please provide a summary of your leasing activ ity for the last year, including the number
and square footage of both new leases and renewed leases, the cost psf of tenant
improvements and leasing commissions on new and renewed leases, and, with respect to
renewed leases, the relationship be tween the new and old rent rate.
 Biographical Summaries of Director s and Executive Officers, page 83

 23. We note you indicate that Steven M. Belote has been affiliates with and held various
roles in many organizations, including the Eastern Shore of Virginia United Way, the
Virginia Bankers Association, Maryland Financial Bank and Bay Beyond, Inc. (Blue
Crab Bay Co.), among others.  Please revise you r disclosure to iden tify the positions and
the dates during which Mr. Belote served  in those positions for each organization
identified.

Release of Guarantees, page 94

 24. Please provide disclosure in the summary s ection about the releas e of Mr. Wheeler’s
guarantees.
 Other Related Party Transactions, page 95

 25. We note your disclosure about the loans ma de by Mr. Wheeler to the company that
allowed the company to address LTV and pr incipal curtailment requirements of a
mortgage lender.  In your MD&A section, pl ease provide a discussion of the potential
liquidity impacts of th ese types of provisions in your mo rtgages, the percentage of your
mortgages that have these t ypes of provisions and the frequency with which they have
triggered capital requirements.
 Investment Policies, page 96

 26. You disclose on page 29 that your board of directors may change your investment
policies without stockholder approval.  Plea se disclose how and when you will inform
your stockholders of such alterati ons to your investment policies.
 Principal Stockholders, page 118

27. Please identify, in a footnote to the table, any individuals who c ontrol the voting and

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 5

 dispositive powers of the shares held by Argosy Real Estate VI, LP.
 Plan of Distribution, page 153

 28. Please disclose any historical banking and co mmercial dealings between the underwriters
and the company or its affiliates.
 Legal Matters, page 155

 29. Please reference the tax opinion.
 Index to Financial Statements, page F-1

 30. Please tell us how you determined pro forma fi nancial statements we re not required for
this transaction.  Please refer to a ny accounting literature you relied upon.
 31. Please tell us how you determined it was a ppropriate to present combined financial
statements for the Ownership Entities in lieu  of separate financia l statements. If these
entities are under common control, please cl arify whose control they are under.  In
addition, please tell us how control was determ ined prior to the fo rmation transactions,
referencing the appropria te accounting literature.
 32. Please revise your financial statements in your next amendment to provide comparable
prior year financial statements for the six months ended June 30, 2011, or tell us why you
believe these are not required.

Organization and Basis of Presenta tion and Consolidation, page F-8

 33. We note the disclosure that  the entities are largely under common ownership.  Please
revise this disclosure to make it clear wh ich entities are under common control and which
are not and how these determinations were made.
 Investment Properties, page F-9

 34. We note from your disclosure in Note 10 th at over $1.3 million has been paid to the
lender of the mortgage on The Shoppes at Ea gle Harbor to satisfy loan-to-value and
principal curtailment requirements.  Please te ll us what the current book value of this
property is, and tell us how you determined  it was not impaired as of June 30, 2011.
 10. Related Party Tran sactions, page F-19

 35. We note your disclosure that you consider the terms of the lease agreement with Wheeler
Interests to be comparable to those received  by other nonrelated thir d parties.  We also
note in your table on page 77 that the rent paid  by Wheeler Interests,  on a per square foot

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 6

 basis, significantly exceeds the average per square foot rent at any of your other
significant tenants.  Please te ll us how you determined that the terms of this related party
transaction are comparable to those recei ved by other nonrelated third parties, and
include any specific data used in arriving at that determination.
 10. Related Party Tran sactions, page F-19

 36. You disclose that the amounts owed to rela ted parties by The Shoppes at Eagle Harbor
will be satisfied as a result of  the transactions occurring in conjunction with the Offering.
Please clarify how these amounts will be satisfied, and if any of the proceeds of the
offering will be used to repay these amounts.
 Undertakings, page II-2

 37. Please include the undertakings required by Item  512(a) of Regulation S-K, or advise us
why you believe they are not required.

Exhibit Index

 38. We note you indicate that a number of your e xhibits are to be filed by amendment.
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 am endment, please file a draft copy on EDGAR
as correspondence.
39. We note the exhibit list includes “form of” agreements.  Please advise us if you do not
intend on filing final, executed agreements pr ior to effectiveness of the registration
statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 7

  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 a nd 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 refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Eric McPhee, Staff A ccountant, at 202-551-3693 or Daniel Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Sandra B. Hunt er, Staff Attorney, at
202-551-3758 or me at 202-551-3852 with any other questions.

Sincerely,
   /s/ Michael McTiernan     Michael McTiernan
Assistant Director
 cc: Bradley A. Haneberg, Esq.  Kaufman & Canoles, P.C.  Via E-mail