SecProbe.io

February 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. 2 to Registrati on Statement on Form S-11
  Filed February 14, 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. In your next amendment, please provide upda ted operating data and audited financial
statements for the year ended December 31, 2011.
 2. We note your response to comment 3 of our letter dated January 24, 2012.  We are unable
to locate the requested revision and we therefore reissue our prior comment.
 Prospectus Cover Page

 3. Please include the risk that your estimate d dividend will significantly exceed your
estimated cash available for distributions fo r the twelve months following the offering
and is expected to be paid with offering proceeds.  Please include a similar summary
section risk factor.

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

 Formation Transactions, page 5

 4. We have reviewed your response to comment 4.  Please tell us how you determined the 3
properties 50% owned and 50% managed by J on Wheeler through his interest in Plume
Street Financial, are cont rolled by Jon Wheeler.
 Distribution Policy, page 40

 5. Please revise the third paragraph to address whether any subordinated dividends that are
unpaid will accrue.
 6. Given the significant coverage shortfall, plea se revise the table to include line items
showing the cash shortfall th at is expected to be paid with offering proceeds.
 7. We note your estimated increase due to filled va cancies and other adjustments in footnote
three.  We do not believe you have a reasona ble basis to assume new leases on vacant
space.  With respect to assumed renewals, please provide us with your reasonable basis
for this assumption.  In addition, please advise us how this assumption compares to your three-year historical average for renewals.  Please also confirm that the table reflects
assumed tenant improvements and leasi ng commissions that you believe would be
incurred with any assumed renewals.
 8. Please revise the first sentence of footnote 4 to add the inadvertently omitted word.  In
addition, please remove the adjustments for assumed expense reductions or provide us a
detailed analysis of why you believe you have a reasonable basis for these adjustments.
 9. Please advise us how your estimated capital improvements in footnote 6 compare to your
historical three year averag e of capital improvements from 2009 to 2010.  Please provide
a table that supports your estimated cap ital improvements within the footnote.
 10. We note your assumption in footnote 7 that you will refinance maturing indebtedness.
Please quantify the amount of assumed refinancing.
 11. In the last paragraph, you indi cate that the table does not reflect revenue from renewed
leases.  This seems to conflict with footnote 3.  Please revise or advise.

Future Liquidity Needs, page 58

 12. We note that you have included a table of Mr . Wheeler’s property acquisitions.  Please
relocate this disclosure to the prior performan ce section or advise why this is relevant to
liquidity.

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

 Environmental Matters, page 82

 13. We note your revised disclosure.  Please confir m to us that you continue to believe that
your properties comply in all material respec ts with all federal and state regulations
regarding hazardous or toxic substan ces and other environmental matters.

Appendix A

 Prior Performance Tables, page A-1

 14. Please revise your narrative introduction to incl ude a page cross-refere nce to the narrative
summary in the registration statement.  Pleas e refer to Instructions to Appendix II to
Guide 5
 15. Please revise your introduction to include a discussion of the factors considered in
determining which previous programs had “s imilar investment objectives” to yours.
Please refer to Instructions  to Appendix II in Guide 5.

Table I

Experience in Raising and Investing Funds, page A-2

16. Please revise the “percent available for invest ment column” to reflect 100%.  In addition,
please advise why the last column is “N/A.”
 17. Please revise to clarify in Table I on page A- 2 the “other (explain)” acquisition cost of
$124,997.01 for the Shops at Liberty Square.
 Table III

 Operating Results of Prior Programs, page A-4

 18. It does not appear that all your  tax and distribution data in  Table III and Table IV is
presented per $1000 invested.  Please revise or advise.
 19. Please revise to include the amount (in percen tage terms) remaining invested in program
properties at the end of the last year reporte d in the Table (origina l total acquisition cost
of properties retained divided by original to tal acquisition cost of all properties in
program).  Please refer to Table III in Guide 5.
 Table IV

 20. Table IV should be presented on an aggregate ba sis rather than a per year basis.  Please
revise accordingly.

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

 Table V

 21. Please include a “total” cost column that sums  up the original mortga ge financing column
and total acquisition cost column.
 22. Please advise us why the Brandy Hill Plaza and Goldenrod Plaza investments are not
described in the “Adverse Business Developments” section on page 63.

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. February 24, 2012 Page 5

 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