SecProbe.io

June 18 , 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. 5 to Registration Statement on Form S -11
  Filed June 6 , 2012
  File No. 333 -177262

Dear Mr. Wheeler :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informati on.  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 registration statement and the information you
provid e in response to these  comments, we may have  additional comments.

Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -2

1. Please revise to present separate columns for the formation transactions and the offering
transactions.  In a ddition please revise your pro forma financial statements to footnote
each pro forma adjustment which clearly explains the assumptions involved and how the
amounts are calculated.  Each adjustment should be footnoted with a detailed explanation
of how the amount was derived.

2. Please revise to provide detailed disclosure on how you determined the $1.65 million
impairment charge which appears to be related to the purchase of the PSF entities.

3. We note your disclosure that you have determined that Wheele r Real Estate Investment
Trust, Inc. is the acquirer for accounting purposes.  Please tell us how you determined the
REIT is the accounting acquirer.  Refer to  ASC 805 -10-55-15.  Please note  if you

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 18, 2012
Page 2

 determine the REIT is not the accounting acquirer, one of the combining entities that
existed before the business combination shall be identified as the acquirer by applying the
guidance in paragraphs 805 -10-55-10 through 55 -14.  As the predecessor is not a legal
entity, the acquirer should be one of the combinin g entities.

4. Please clarify how you determined the fair values of the assets and liabilities of the PSF
entities, identifying the specific method used for each type of asset and liability.
Additionally, please further clarify how you determined the pu rchase price of the PSF
entities.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
49

5. Please revise your MD&A in your next amendment to discuss your historical results, as
opposed to the combined discussion y ou’ve presented which is no longer applicable.  To
the extent you present pro forma financial statements for the comparable prior year in
your next amendment, you may present a discussion of pro forma financial results.
Please note  the pro forma discussio n may only be for one year and the immediately
preceding year.  Please also note that under the requirements of the JOBS Act, your
MD&A may be limited to the periods for which you have presented financial statements.

We urge all persons who are respons ible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of  all facts relating to a company’s disclosure, 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 regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with re spect
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 fi ling; and

 the company may not assert staff comments and 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.
June 18, 2012
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities unde r
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the req uested effective date of the
registration statement.

You may contact Eric McPhee, Staff Accountant,  at 202-551-3693  or Daniel Gord on,
Accounting Branch Chief, at 202 -551-3486  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Sandra B. Hunter, 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