SecProbe.io

May 11, 2015

Via E -mail
Steven  Belote
Chief Financial 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  April 22, 2015
  File No.  333-203563

Dear Mr. Belote :

We have limited our review of your registration  statement to the issue  we have addressed
in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell u s 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. We note that you have filed this registration statement on For m S-3.  We further note that
your Form 8 -K filed on September 3, 2014 reported an amendment to your articles of
incorporation on August 19, 2014.  It appears that the Form 8 -K was not timely filed and
that you are not eligible to use Form S -3 pursuant to I nstruction I.A.  Please explain to us
why you believe you are eligible to use this form.  Alternatively, please amend your
registration statement on an appropriate form.

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
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, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

Steven Belote
Wheeler Real Estate Investment Trust, Inc.
May 11, 2015
Page 2

 Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from th e 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 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 reques ts 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.

Please contact Rahul Patel, Staff Attorney,  at (202) 551 -3799  or me at (202) 551 -3391
with any questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Senior Counsel

cc: Bradley A. Haneberg, Esq. (via E -mail)