SecProbe.io

Mail Stop 3233
December 20, 2017

Via E -mail
Wilkes J. Graham
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 V irginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S-3
Filed  December 1, 2017
  File No.  333-221877

Dear Mr. Graham :

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 .  If 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.

General

1. We refer to our comment letter dated December 4, 2017  concerning your Form 10 -K for
the fiscal year ended December 31, 20 16 and your Form 8 -K filed November 9, 2017 .
Please resolve all Form 10 -K and Form 8 -K comments prior to requesting effectiveness
of this registration statement.

Incorporation of Certain Documents by Reference, page 39

2. We note your disclosure in this section that you “ are also incorporating by reference i n
this prospectus supplement and the accompanying prospectus information that [you]  file
with the SEC after this date .”  Please revise to clarify that all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior  to the

Wilkes J. Graham
Wheeler Real Estate Investment Trust, Inc.
December 20, 2017
Page 2

 termination of the offering shall be deemed to be incorporated by reference into the
prospectus.  Refer to Item 12(b) of Form S -3.

3. We n ote that you did not properly incorporate future filings prior to the effective date of
your registration statem ent. See Compliance and Disclosure Interpretations, Securities
Act Forms, Question 123.05.   Please amend your registration statement, as necessary, to
specifically incorporate by ref erence any applicable current reports that are filed after
your initial re gistration statement and prior to effectiveness.

4. We note that a reference in this section to a Form 8 -K filed July 7, 2017 appears to
contain a typographical error, as you did not file a Form 8 -K on that date but did file one
on July 17, 2017.

5. Please revise this section to incorporate by reference the filed portions of the Forms 8 -K
that were filed on January 31, 2017, February 28, 2017, and June 29, 2017 or advise.

We remind you that the company and its management are responsible for the accur acy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to th e requested effective date of the registration
statement.

Please contact Sara von Althann, Attorney -Advisor,  at (202) 551 -3207  or me at (202)
551-3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities
cc: Matthew B. Chmiel, Esq.
Haneberg Hurlbert PLC