SecProbe.io

March 28, 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. 3 to Registrati on Statement on Form S-11
  Filed March 19, 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.
 Formation Transactions, page 5

 1. We have reviewed your response to commen t 4 and we note that written agreements
entered into to effect a certain accounting tr eatment have not been accepted as evidence
of common control.  Additionally, a voti ng agreement limited only to a certain
transaction, or contingent on any other ev ents is not acceptable evidence of common
control.  Please revise your pro forma financ ial statements to account for the purchases of
the entities 50% owned and managed by Jon Wh eeler through his intere st in Plume Street
Financial as business combinations accounted fo r at fair value, and revise your combined
financial statements to exclude these entities,  and present separate historical financial
statements. For reference see Issue Summary No. 1 of EITF 02-05.
 Distribution Policy, page 40

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. March 28, 2012 Page 2

 2. We note that in your calculation of estimated  cash provided by operating activities for the
twelve months ended December 31, 2012, you have included an adjustment for the Net increase in CAM, taxes and insurance rec overies.  Given that recovery income is
typically offset by recovery expense, please tell us why you believe this adjustment is
appropriate.

3. We have reviewed your response to comment 8, and your revised footnote (7).  With the
exception of the marketing and advertising co sts discussed in note (e) and the utility
expenses discussed in note (f), and possibl y the audit and accounti ng fees discussed in
note (c) if those amounts are contractually s upportable, it does not appear that you have a
reasonable basis for the expense adjust ments you are making.  Please remove the
remaining assumed expense reduct ions from your calculation.

4. We have reviewed your response to comment 9, and your revised footnote (8).  Please
revise your calculation in your next amendm ent to include either your three-year
historical average capital and tenant improvements, as shown on your statements of cash
flows, or the amount you anticipate spending over the 12 month period, whichever is greater.
 Appendix A

Table I
 Experience Raising and I nvesting Funds, page A-2

 5. We note your response to comment 16 in our  letter dated February 24, 2012.  We
continue to believe that the “percent availa ble for investment” line item should reflect the
percentage of proceeds raised that are available for investment after expenses and reserves.  Since none of the prior programs incurred offering expenses or maintained
reserves, please revise the next line item in each column to reflect that 100% of the
offering proceeds raised was available for investment.
 Table III

 Operating Results of Prior Programs, page A-4

 6. We note your response to comment 18 of our letter dated February 24, 2012 in which you
appear to have revised to present the in formation in Table III on a per $1,000 invested
basis in its entirety.  Please revise Table II I to present only the federal income tax and
distribution data per $1000 i nvested.  Please make similar changes to Table IV.

Table IV, page A-17

7. We note you have not revised your disclosure to present Table IV on an aggregate basis

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. March 28, 2012 Page 3

 rather than a per year basis.  We theref ore reissue our prior co mment 20.  Please also
revise to provide complete information, incl uding the dollar amount raised, the number of
properties purchased, the date of closing of the offering and the date of first and final
sales of property.  Please refer to  Table IV in Industry Guide 5.
 Table V, page A-23

8. We note your response to comment 21 of our  letter dated February 24, 2012.  Please
revise Table V so that it is in the format prescribed in Industry Guide 5.

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. March 28, 2012 Page 4

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