SecProbe.io

May 8, 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. 4 to Registrati on Statement on Form S-11
  Filed April 18, 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. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups  Act (“the Act”), please di sclose on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:
 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. May 8, 2012 Page 2

  Your election under Secti on 107(b) of the Act:
o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pursu ant to Section 107(b) of the Act,
include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Secti on 102(b)(1) of the Act, provide a risk
factor explaining that this election allo ws you to delay the adoption of new or
revised accounting standards that have di fferent effective dates for public and
private companies until those standards appl y to private companies.  Please state
in your risk factor that, as a result of th is election, your financial statements may
not be comparable to companies that comp ly with public company effective dates.
 Include a similar statement in your cr itical accounting policy disclosures in
MD&A.
You may disclose the extent to which you woul d be exempt in any event as a result of
your status as a Smaller Reporting Company.
Overview, page 1

2. We note your disclosure that Jon S. Wheeler, when combined with his affiliates, is now
your largest stockholder.  Pleas e tell us what transacti ons occurred since your last
amendment to increase Mr. Wheeler’s share ownership.
Formation Transactions, page 5

 3. We have reviewed your response to comment 1.  We note that the voting agreement you
have provided us is limited only to the form ation transactions, and does not continue in
perpetuity.  As such, this agreement does not provide sufficient evidence that common
control exists.  To the extent that Mr. Wh eeler and Mr. Perrine enter into a written
agreement whereby Mr. Wheeler gains control of Plume Street Financial or Mr. Wheeler
acquires a controlling interest from Mr. Perr ine in exchange for consideration, a change
of control, and thus a business combinat ion, will have occurred, and the assets and
liabilities of Plume Street Financial will need to be recorded at fair value in accordance
with ASC 805.   Please revise your pro form a financial statements to account for the
acquisitions of the entities 50% owned and managed by Mr. Wheeler through his interest in Plume Street Financial as business combina tions accounted for at fa ir value, and revise
your combined financial statements to excl ude these entities, a nd present separate
historical financial statem ents for those entities.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. May 8, 2012 Page 3

 Distribution Policy, page 40

 4. We have reviewed your response to comm ent 3, and your revised footnote (7).  For
purposes of this calculation, we do not believe it is appropriate, gi ven the vari ability and
unanticipated nature of some expense items , to adjust your historical operating and
administrative costs as you’ve proposed.  Pleas e revise your calculati on of estimated cash
available for distribution in your  next amendment to eliminate these expense adjustments.

5. We have reviewed your response to commen t 4, and your revised footnote (8), and we
reissue our prior comment.  Given the vari ability in capital ex penditures and tenant
improvements, as well as the potential for fu ture acquisitions, we do not believe it would
be appropriate for you to assume that significant renovations will not occur in the next 12 months.  Please revise your calculation in your next amendment to  include either your
three-year historical aver age capital and tenant impr ovements, as shown on your
statements of cash flows, or the amount you anticipate spending over the 12 month
period, whichever is greater.

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.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. May 8, 2012 Page 4

 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 /  M i c h a e l  M c T i e r n a n           M i c h a e l  M c T i e r n a n
Assistant Director

cc: Bradley A. Haneberg, Esq.
 Kaufman & Canoles, P.C.  Via E-mail