SecProbe.io

July 23, 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.
 Amendment No. 1 to Form S -11
 Filed July 12 , 2013
 File No. 333 -189363

Dear Mr. Wheeler:

We have reviewed your registration statement  and have the following comment.  Please
respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our com ment applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

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

Unaudited Condensed Consolidated Financial Statements, page 11

1. It appears that your acquisitions of t he Bixby Commons Shopping Center and the Jenks
Reasor’s Shopping Center may each create a significant asset concentration  such that
financial information for each tenant may be necessary.  Please advise.  Refer to Section
2340 of the Financial Reporting Manual of the Division of Corporation Finance.

We urge all persons w ho 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 disclosures they have made.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
July 23, 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pendi ng 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 an y 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 disc losure 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.

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 res ponsibilities 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 amendmen t 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
finan cial 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: Brad ley A.  Haneberg
 Steven M. Belote
 Via E -mail