SecProbe.io

Mail Stop 3233
May 25, 2016

Via E -mail
Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
c/o CT Corporation System
111 Eighth Avenue
New York, NY 10011

Re: Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S -3
Filed May 20, 2016
  File No. 333 -211506

Dear Mr. Wheeler :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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
and adequacy of the disclosures they have made.

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 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 i n 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.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
May 25, 2016
Page 2

 Please refer to Rules 460 a nd 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 responsibiliti es under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact me at (202) 551 -3799 with any questions.

Sincerely,

 /s/ Rahul K. Patel

 Rahul K.  Patel
Staff Attorney
Office of Real Estate and
Commodities

cc: Bradley Haneberg, Esq.