SecProbe.io

July 18, 2013

Via E -mail
Jon S. Wheeler
Chairman and Chief Executive Officer
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 -3
 Filed July 10, 2013
 File No. 333 -189887

Dear Mr. Wheeler:

We have limited our review of your registration statement to th e issue w e have addressed
in our comment .  Please respond to this letter by amending your registration statement and
providing the requested information .  Where you do not believe our comment  applies  to your
facts and circumstances or do not believe an amendment is appropriate, pleas e tell us why in
your response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. You do not appear to meet the eligibility require ments  of General Instruction I.A.3  to
Form S -3.  Please refer to Compliance and Disclosure Interpretations, Securities Act
Forms, Question 115.14.  Please advise or choose an appropriate form for your
registration statement.

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.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
July 18, 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration s tatement 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 res pect
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 fil ing; 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.

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.

Please contact Sandra B. Hunter, Staff Attorney,  at (202) 551 -3758 with any other
questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director

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