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SEC Company Response from Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Feb 23, 2018

Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Feb. 23, 2018 · CIK: 0001527541 · Accession: 0001193125-18-055271

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File numbers found in text: 333-222971

Date
February 23, 2018
Author
David Kelly
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. Withdrawal of Acceleration Request - Registration Statement on Form S-3 File No. 333-222971

Re: Wheeler Real Estate Investment Trust, Inc.

Dear Mr. Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on February 20, 2018, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, February 22, 2018, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. 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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CORRESP

 Wheeler Real Estate Investment Trust, Inc.

February 23, 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.

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

 File No. 333-222971

Dear Mr. Ladies and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on February 20, 2018, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Thursday, February 22, 2018, at 4:00 p.m.
Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ David Kelly

David Kelly

President and Chief Executive Officer