SecProbe.io

February 11, 2014

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, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S-3
Filed January 24, 2014
  File No. 333 -193563

Dear Mr. Wheeler:

We have limited our review of your registration statement to those issues we have
addressed in our 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 infor mation .  Where 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
provide in response to these  comments, we may have  additional comments.

Selling Stockholders, page 3

1. Please tell us whether any of the selling stockholders is a broker -dealer or an
affiliate of a broker -dealer.  Please note that any selling stockholder who is a broker -
dealer must be identified in the prospectus as an underwriter unless all of the securities
being registered on behalf of that broker -dealer were received as compensation for
underwriting activities.  In addition, be advised that  a selling stockholder who is an
affiliate of a broker -dealer must be identified in the prospectus as an underwriter, unless
the prospectus states, if true, that:

 the selling stockholder purchased the shares being registered for resale in the
ordinary cou rse of business, and

Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
February 11, 2014
Page 2

  at the time of the purchase, the selling stockholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.

Please revise or advise.

Incorporation of Certain Documents by Reference, page 31

2. We note the disclosure on page 31.  It appears you may not have incorporated all future
filings made prior to the effective date of your registration statement.   To the extent any
reports are filed after the initial registration stateme nt was filed but prior to its
effectiveness, please revise to specifically incorporate such reports.   Please refer to
Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05.

We urge all persons who are responsible for the accura cy 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 registration statement please prov ide 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 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 filing; and

 the compa ny 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 under
the Securities Act o f 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.

Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
February 11, 2014
Page 3

 Please contact Folake Ayoola, Attorney Advisor, at (202) 551 -3673 or me at (202) 551 -
3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel

cc: Bradley A. Haneburg, Esq.