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SEC Company Response from Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Jan 5, 2018

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Jan. 5, 2018 · CIK: 0001527541 · Accession: 0001193125-18-004562

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File numbers found in text: 333-221877

Date
January 5, 2018
Author
Jon S. Wheeler
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. Registration Statement on Form S-3 File No. 333-221877

Re: Wheeler Real Estate Investment Trust, Inc.

Dear Mr. Ladies and Gentlemen:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for January 9, 2018 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please confirm the date and time of effectiveness of the registration statement to Matthew Chmiel at Haneberg Hurlbert PLC, our counsel, who can be reached by phone at (804) 554-4803 or by email at matt@hbhblaw.com.

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

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CORRESP
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CORRESP

 Wheeler Real Estate Investment Trust, Inc.

January 5, 2018

 VIA EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Wheeler Real Estate Investment Trust, Inc.

 Registration Statement on Form S-3

 File No. 333-221877

Dear Mr. Ladies and Gentlemen:

 On behalf
of Wheeler Real Estate Investment Trust, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for
January 9, 2018 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

 Please confirm the date and time of effectiveness
of the registration statement to Matthew Chmiel at Haneberg Hurlbert PLC, our counsel, who can be reached by phone at (804) 554-4803 or by email at matt@hbhblaw.com.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer