SecProbe.io

January 24, 2012
 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.
Amendment No. 1 to Registrati on Statement on Form S-11
  Filed January 10, 2012   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. We note your response to comment 1 of our letter dated November 8, 2011 in which you
indicate that you have submitted copies of various graphics and photographs in .jpg format.  We are unable to locate this mate rial and we therefore reissue our prior
comment.  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 repr esentations should not be in cluded in any preliminary
prospectus distributed to prospect ive investors prior to our review.
2. We note your response to comment 7 and your an alysis regarding prior programs.  Please
provide us a summary of any equity financi ng used by Wheeler Interests in the last 10
years to fund property investments.  The an alysis should address, among other things, the
investment rights of any third- party equity investors.  We may have further comment.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 2

3. We note your response to comment 20 of our letter dated November 8, 2011 in which
you indicate that the annualized  rent does not reflect the impa ct of tenant concessions.
Please replace or accompany your rent per leased  square foot data w ith effective rent per
leased square foot.
Formation Transactions, page 5

 4. We have reviewed your response to comment 5.  Please tell us, and disclose in your next
amendment, how you determined that each  of the 9 properties you will own after
completion of the formation transactions is  currently controlled by Jon Wheeler.  The
method by which Jon Wheeler controls each prope rty is not clear.  In your response,
please provide additional details about the agreements referenced in your response,
between Jon Wheeler and the Ownership Entitie s.  Additionally, if there is a written
agreement between the members obligating them to act together, please provide us with a
copy of that agreement.

5. We have reviewed your response to comment 5.  Please tell us how you have determined
that the contingent considerat ion be paid or received for the Amscot Building, Monarch
Bank and Riversedge North properties should be  accounted for as equity, rather than a
liability.  We note that it appears the vari able the contingent consideration will be
determined by is the value of the asset, not the value of the units to be exchanged.  Refer
to ASC 805-30-35-1B and 480-10-25-14B.

Distribution Policy, page 40

 6. Please provide us a copy of the contract pur suant to which Mr. Wh eeler has agreed to
subordinate his rights to dist ributions.  Please advise us why you determined that the
contract should not be filed as an exhibit.
 7. Please substantially revise the distribution tabl e to reflect the estimat ed cash available for
distribution for the 12 month peri od after the date of the fina ncial statements included in
the registration statement.  The table shoul d be anchored by historical pro forma net
income and should only include adjustments for which you are able to demonstrate a
reasonable basis.  In addition, please confirm the projected in itial distribution includes the
subordinated distribution, a nd please disclose that it assumes a 7% yield.
 Selected Financial Data, page 45

 8. Please include a cross-reference in footnot e two to the discussion of FFO on page 52.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 3

 Management’s Discussion and Analys is of Financial Condition…, page 46

 Liquidity and Capital Resources, page 56

 9. Please provide all disclosures required by Item 10(b) of Regulation S-K for any
projections.  Additionally, pleas e revise the name of the m easure projected net operating
income, as the measure excludes many items th at are included in net operating income.
 If you choose to project a non-GAAP financ ial measure, please also include the
disclosures required by Item 10(e) of Regulation S-K.
 Future Liquidity Needs, page 58

 10. Please remove the duplicated disclosure rega rding your estimated distribution and include
disclosure regarding your anticipated liquid ity needs based on your acquisition strategy,
existing property capital expenditure plans,  anticipated debt principal and interest
payments, and other anticipated cash needs.
 Recent Leasing Activity, page 79

 11. Please quantify the weighted average lease spreads on renewals.

1. Basis of Presentation, page F-4

 12. Please revise your pro forma financial statem ents to reflect only the minimum offering
scenario, as you are conducti ng a best-efforts offering.
 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2011, page F-4

13. Please tell us why the conversion of 126,250 sh ares of preferred stock to common stock
will generate $505,000 in cash.  We note from page 57 that you received $505,000 on September 4, 2011, from the sale of these preferred shares.
 Item 33. Recent Sales of Unregistered Securities, page II-1

 14. Please include the private placement of warrants that will occur in connection with this
offering.
 Exhibit 5

 15. Assumption #5 in both the legal and tax opinions is too broad.  Please direct counsel to
revise the assumption to specify a par ticular provision(s) of the charter.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 4

 Exhibit 8

 16. Please direct counsel to revise the penultimat e paragraph to remove  the language stating
that the opinion is “solely” for the use of the a ddressee, as this suggest s that it may not be
relied upon by investors in the offering.

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;

 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.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 5

 You may contact Eric McPhee, Staff Acc ountant, at 202-551-3693 or Daniel Gordan,
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