SecProbe.io

July 1, 2013

Via E -mail
Jon S. Wheeler
Chairman and President
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Registration Statement on Form S -11
 Filed June 14, 2013
 File No. 333 -189363

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 information .  If you do not believe our com ments 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
provide in response to these  comments, w e may have  additional comments.

Appendix A

1. Please revise your financial statements and pro forma financial statements for each
property acquired subsequent to the most recent balance sheet date, or to be acquired, to
include financial statements and pro forma fi nancial statements as of and for the period
ended March 31, 2013.  Additionally, please note that financial statements as
contemplated by Rule 3 -14 of Regulation S -X are required for Bixby Commons, as well
as pro forma financial statements for December 31,  2012 and March 31, 2013 .

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

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
July 1, 2013
Page 2

 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 ef fective, 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 to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull 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 federa l
securities laws of the United States.

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 contact Eric McPhee, Staff Accountant, 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. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3852  with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assis tant Director

cc: Brad ley A.  Haneberg
 Steven M. Belote
 Via E -mail