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SEC Company Response from Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Mar 21, 2014

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: March 21, 2014 · CIK: 0001527541 · Accession: 0001193125-14-110353

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File numbers found in text: 333-193563

Date
March 21, 2014
Author
Assistant Director
Form
CORRESP
Company
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)

Letter

VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Wheeler Real Estate Investment Trust, Inc. Withdrawal of Acceleration Request - Registration Statement on Form S-3 File Number 333-193563

Dear Mr. McTiernan:

Reference is made to our letter, filed as correspondence via EDGAR on March 19, 2014, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, March 20, 2014, at 4:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. Pursuant to our conversations, we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,
Wheeler Real Estate Investment Trust, Inc.

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CORRESP
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Correspondence

 Wheeler Real Estate Investment Trust, Inc.

March 21, 2014

 VIA EDGAR

 Mr. Michael McTiernan

 Assistant Director

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

 Withdrawal of Acceleration Request - Registration
Statement on Form S-3

 File Number 333-193563

Dear Mr. McTiernan:

 Reference is made to
our letter, filed as correspondence via EDGAR on March 19, 2014, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, March 20, 2014, at 4:30 p.m. Eastern Time, in
accordance with Rule 461 under the Securities Act of 1933, as amended. Pursuant to our conversations, we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer