SecProbe.io

June 29 , 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. 6 to Registration Statement on Form S -11
  Filed June 25 , 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.

Risk Factors, page 15

“We did not conduct arm’s -length negotiations with Mr. Wheeler with respect to the terms of the
formation transactions…,” page 22

1. Please expand this risk factor to  clarify that you will purchase assets from Prior Investors
for greater than fair value .

“The value of common units and cash to be issued as consideration for the properties and
assets…,” page 22

2. It appears that the interests in the prior entiti es will be purchased for fixed prices.  As
such, please revise this risk factor to clarify.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 29, 2012
Page 2

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

3. Please revise your MD&A in your next amendment to include an introd uctory discussion
of the entities you are purchasing, describing the Controlled Entities and the
Noncontrolled Entities so that it is clear what entities are being discussed in your MD&A.
Additionally, please ensure that all references to the Predecessor throughout your filing
refer only to the Controlled Entities.

Liquidity and Capital Resources, page 58

4. Please revise your discussion of Liquidity and Capital Resources to include a discussion
of the status of your current debt situation, specifically d escribing the status of your past
due debt related to the Shoppes at Eagle Harbor, and the status of obtaining all required
consents to the transaction from your lenders.

5. Please revise your reference to the pro forma cash flow illustrated in the Distribution
Policy section to properly characterize the measure, as this is not a pro forma measure.

6. Please discuss the amounts of cash expected to be paid to prior investors in  conjunction
with the formation transactions within your discussion of Liquidity and Capital
Resources.  Please describe how these amounts are calculated, and include a discussion
of the certainty and likely range of these amounts.

Unaudited Pro Forma C ondensed Consolidated Financial Statements, page F -2

7. Please revise your Pro Forma Balance Sheet to eliminate the historical results of the PSF
entities and the adjustments required to record those entities at fair value from the face of
the statement, and  instead present the fair value of the PSF Entities in a single column.

8. Please revise your Pro Forma Statements of Operations to remove adjustments which are
not directly attributable to the transaction, expected to have a continuing impact and
factuall y supportable.  This should include any impairment charge recognized in
conjunction with the transaction, estimated increases in general and administrative
expenses and estimated interest income to be earned on cash proceeds of the offering,
although discl osure of any significant items should be included in the notes to the pro
forma financial statements.

9. We note in your table in note (2) that as a result of recording the acquisition of the PSF
entities you recorded Goodwill as well as a Gain on bargain purchase.  Please provide us
with a detailed calculation of each of these amounts, and tell us how you determined it
was appropriate to record Goodwill on the acquisition of real estate.  In your response,
please address how you determined the amount paid for these properties in excess of fair

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 29, 2012
Page 3

 value was not a distribution to the prior investors, some form of compensation or an
additional amount that should have been allocated to a tangible or intangible asset.

10. Please tell us, and explain in detail in you r next amendment, the business purpose for
paying an amount significantly in excess of fair value for the PSF Entities.  We note that
the higher compensation amount was determined by an NOI based valuation
methodology, but we also note that you intend to r ecord a $2.8 million liability for
below -market leases.  Please provide us with your calculations of the compensation
amounts for these properties, and address this apparent discrepancy, including a
comparison of the estimated NOI used in the calculations to the actual NOI for that
period and for the most recent interim periods.

11. We note your disclosure in note (2)a.ii that you used a combination of valuation
methodologies including the cost approach.  Please provide us with a detailed analysis of
your valu ation of the buildings, and tell us specifically how and why you utilized a cost
approach in your valuation.

We urge all persons who are responsible 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 disc losures 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 respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 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 29, 2012
Page 4

 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 under
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 requested effective date of the
registration statement.

You may conta ct 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 related 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