SecProbe.io

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 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

 2529 Virginia Beach Blvd.

 Virginia Beach, Virginia 23452

 (757) 627-9088

 June 17, 2025

 BY EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Stacie Gorman, Esq.

 Office of Real Estate & Construction

 Re:
 Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust, Inc.'s Registration Statement on Form S-11 (File No. 333-287930) filed on June 10, 2025.

 Dear Ms. Gorman:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Wheeler Real Estate Investment Trust, Inc. hereby requests that the effectiveness of the
Registration Statement on Form S-11 (File No. 333-287930) (the " Registration Statement ") be accelerated so that the
Registration Statement will become effective on June 20, 2025 at 9:00 a.m., Eastern Time, or as soon thereafter as practicable.

 Please call Daniel P. Raglan
of Cadwalader, Wickersham & Taft LLP at (212) 504-6790 if you have any questions regarding this request, and please notify him when
this request for acceleration has been granted.

 Very truly yours,

 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

 By:
 /s/ Crystal Plum

 Crystal Plum
 Chief Financial Officer

 cc:
 Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

M. Andrew Franklin
Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, VA 23452

 Re: Wheeler Real Estate Investment Trust, Inc.
 Registration Statement on Form S-11
 Filed June 10, 2025
 File No. 333-287930
Dear M. Andrew Franklin:

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

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Stacie Gorman at 202-551-3585 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Daniel P. Raglan, Esq.
</TEXT>
</DOCUMENT>

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WHEELER REAL ESTATE INVESTMENT TRUST, INC.

2529 Virginia Beach Blvd.

Virginia Beach, Virginia 23452

(757) 627-9088

March 4, 2025

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Catherine De Lorenzo

    Office of Real Estate & Construction

 Re: Request for Acceleration of Effectiveness of Wheeler Real Estate
Investment Trust, Inc.’s Registration Statement on Form S-11 (File No. 333-284585)
initially filed on January 29, 2025.

Dear Ms. De Lorenzo:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Wheeler Real Estate Investment Trust, Inc. hereby requests that the effectiveness of the
Registration Statement on Form S-11 (File No. 333-284585) (the “Registration Statement”)
be accelerated so that the Registration Statement will become effective on March 5, 2025 at 9:00 a.m., Eastern Time, or as soon thereafter
as practicable.

Please call Daniel P. Raglan
of Cadwalader, Wickersham & Taft LLP at (212) 504-6790 if you have any questions regarding this request, and please notify him when
this request for acceleration has been granted.

    Very truly yours,

    WHEELER REAL ESTATE INVESTMENT TRUST, INC.

    By:
    /s/ Ross Barr

    Ross Barr, General Counsel

    cc:
    Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP

February 5, 2025
M. Andrew Franklin
Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, VA 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed January 29, 2025
File No. 333-284585
Dear M. Andrew Franklin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Daniel P. Raglan, Esq.

July 8, 2024
M. Andrew Franklin
Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, VA 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed July 1, 2024
File No. 333-280643
Dear M. Andrew Franklin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Catherine De Lorenzo at 202-551-3772 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Daniel P. Raglan, Esq.

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WHEELER REAL ESTATE INVESTMENT TRUST, INC.

2529 Virginia Beach Blvd.

Virginia Beach, Virginia 23452

(757) 627-9088

July 8, 2024

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Catherine De Lorenzo

    Office of Real Estate & Construction

    Re:
    Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust, Inc.’s Registration Statement on Form S-11 (File No. 333-280643) initially filed on July 1, 2024.

Dear Ms. De Lorenzo:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Wheeler Real Estate Investment Trust, Inc. hereby requests that the effectiveness of the
Registration Statement on Form S-11 (File No. 333-280643) (the “Registration Statement”) be accelerated so that the
Registration Statement will become effective on July 9, 2024 at 9:00 a.m., Eastern Time, or as soon thereafter as practicable.

Please call Daniel P. Raglan of
Cadwalader, Wickersham & Taft LLP at (212) 504-6790 if you have any questions regarding this request, and please notify him when this
request for acceleration has been granted.

    Very truly yours,

    WHEELER REAL ESTATE INVESTMENT TRUST, INC.

    By:
    /s/ Ross Barr

    Ross Barr, General Counsel

    cc:
    Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP

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WHEELER REAL
ESTATE INVESTMENT TRUST, INC.

2529 Virginia
Beach Blvd.

Virginia
Beach, Virginia 23452

(757) 627-9088

September 28, 2023

BY EDGAR

U.S. Securities and Exchange Commission

Division of
Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Pearlyne Paulemon

  Office of Real Estate & Construction

 Re: Request for Acceleration of Effectiveness of Wheeler Real
Estate Investment Trust, Inc.’s Registration Statement on Form S-11 (File No. 333-274329) initially filed on September 1, 2023,
as amended by Amendment No. 1 thereto filed on September 28, 2023

Dear Ms. Paulemon:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Wheeler Real Estate Investment Trust, Inc. hereby requests that the effectiveness of the Registration Statement
on Form S-11 (File No. 333-274329) (the “Registration Statement”) be accelerated so that the Registration Statement
will become effective on September 29, 2023 at 9:00 a.m., Eastern Time, or as soon thereafter as practicable.

Please call Daniel P. Raglan of Cadwalader,
Wickersham & Taft LLP at (212) 504-6790 if you have any questions regarding this request, and please notify him when this request
for acceleration has been granted.

    Very truly yours,

    WHEELER REAL ESTATE INVESTMENT TRUST, INC.

    By:
    /s/ Ross Barr

    Ross Barr, General Counsel

cc: Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP

CORRESP
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September
15, 2023

Via
EDGAR

Office
of Real Estate & Construction

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Wheeler
    Real Estate Investment Trust, Inc.

    Registration
    Statement on Form S-11

    Filed
    September 1, 2023

    File
    No. 333-274329

Dear
Ms. Paulemon and Mr. Gabor:

On
behalf of our client, Wheeler Real Estate Investment Trust, Inc. (the “Company”), set forth below is our response
to the comment of the Staff of the Division of Corporation Finance (the “Staff”) contained in your letter dated September
11, 2023 regarding the Company’s registration statement on Form S-11 (the “Form S-11”) filed with the Securities
and Exchange Commission (the “SEC”) on September 1, 2023.

For
your convenience, the text of the Staff’s comment is set forth in italics below, followed by our response to the comment.

******

We
note that the Company intends to settle redemptions of Series D Preferred Stock in shares of Common Stock based on the market price.
Because you are not eligible to conduct an offering under Rule 415(a)(1)(x), you are ineligible to conduct an at-the market offering
under Rule 415(a)(4). Please provide your analysis as to how you are able to conduct an at-the-market offering or revise accordingly.

We
respectfully submit that the registration of the Company’s common stock (the “Common Stock”) pursuant to Form
S-11 (the “Registration”) is not, and should not be considered, an “at the market” offering under Rule
415(a)(4) under the Securities Act of 1933 (the “Securities Act”).

Definition
of an “At the Market Offering”.

Rule
415(a)(4) defines the term “at the market offering” as an offering of equity securities
into an existing trading market for outstanding shares of the same class at other than a fixed price. Further, SEC Administrative
Proceeding File No. 3-19957 states that “[i]n an “at-the-market” offering, an issuer sells shares of its securities
directly into the market at the prevailing market price, as opposed to selling a fixed number of shares at a fixed price all at once.”

Therefore,
for an offering of securities to be “at the market”, it must consist of the following elements:

 ● a
                                            sale of securities by an issuer;

 ● directly
                                            into the market; and

 ● at
                                            the prevailing market price and not at a fixed price.

The
issuance of Common Stock to cover redemptions will not constitute a sale of securities for the purposes of the definition of “at
the market offering”.

The issuance of Common Stock to cover
redemptions of the Series D Cumulative Convertible Preferred Stock (the “Series D Preferred
Stock”) will not constitute a sale or disposition of those securities because the Common Stock is not being sold or disposed
of “for value”. Section 2(a)(3) of the Securities Act defines “sale” as including every contract of sale or disposition
of a security or interest in a security, for value. (emphasis added). The Company will satisfy its obligation to deliver
the redemption price of $25.00 per share of Series D Preferred Stock, plus the amount of all accrued but unpaid dividends to and including
the redemption date (the “Redemption Price”) by delivering shares of Common Stock that equate to the Redemption Price.
Notably, the Company will not receive any proceeds from this issuance.

This view is consistent with the principle that stock dividends “do not constitute a sale, not being given for value.” (H.R.
Rep. No. 152, 73rd Cong. 1st Sess. (1933) 25). Similarly to the stockholders receiving a stock dividend, the redeeming holders will not
part with any “value” in exchange for Common Stock. The only value given by
the holders to the Company was at the time of their original purchase of the Series D Preferred Stock, and they will not invest any additional
funds into the Company in connection with their redemption decision.

    Page 2

The Common Stock is
not being issued directly into the market.

The redemption exchange does not involve
sales on or through the facilities of an exchange or through some other market maker. In Securities Act Release No. 33-6383 (March 3,
1982), the SEC described an “at the market offering” as an offering conducted on or through the facilities of a national
securities exchange or to a market maker otherwise than on an exchange. Even though Common Stock is currently listed for trading on Nasdaq
Capital Market, the issuance of Common Stock to cover redemptions will not involve sales on or through the facilities of a national securities
exchange; instead, shares of Common Stock will be issued directly, and exclusively, to the existing holders in exchange for their Series
D Preferred Stock.

The
Common Stock is not being issued at prevailing market prices.

The value of the Common Stock is
measured at a fixed point in time similar to typical firm commitment underwritings that are clearly not “at the market
offerings”. The Articles Supplementary mandate that the value of Common Stock be fixed as of the date immediately preceding,
but not including, each redemption date (i.e., the 4th day of each month). Accordingly, holders receiving Common
Stock in each redemption cycle will have their Redemption Price calculated based on the same fixed Common Stock value as the other
holders in that cycle even if such holders redeem their Series D Preferred Stock on different dates in the same cycle. This is
consistent with the Staff’s analysis and interpretive position set forth in Compliance and Disclosure Interpretation
(“C&DI”) 612.13. The guidance provided in such C&DI states: “Pursuant to a shelf registration statement, from
time to time a company issues securities through a firm commitment underwriting at a fixed price based on the prior
day’s closing price. (emphasis added). These firm commitment takedowns would not be considered “at the market
offerings” because they are at a fixed price”.

The
Registration does not warrant protections afforded to “at the market offerings”.

The
filing and delivery obligations applicable to “at the market offerings” were adopted in part to address potential market
manipulation by issuers that issue stock on a delayed basis to take advantage of the times where the securities are trading in the market
at a premium. See Securities Act Release No. 6276 (December 23, 1980) (statement by the SEC that “a continuous offering
by an issuer of its equity securities “at the market,” without formal underwriting arrangements, represents a novel method
of issuer entrance into the market place and may raise issues under the antimanipulative provisions of the [Securities] Exchange Act
[of 1934].”)

    Page 3

None of those concerns are present here. The
Company will have no discretion to vary the value of Common Stock issued in redemptions due to fluctuations of its market price or otherwise
– instead, such value will always be based on the same formula calculated over the same ten consecutive trading day period as mandated
in the Articles Supplementary. The Company will have no discretion as to when it will issue Common Stock – this will occur on or
about the 5th day of each month. The Company will have no discretion as to the number of shares of Common Stock issuable on
each redemption date – it will depend on the redemption decisions made by individual holders.

Accordingly,
we do not believe that the Registration is an “at the market offering” or that it raises any of the concerns that the “at
the market offering” safeguards were meant to address.

Notwithstanding,
even if the Registration were to constitute an “at the market offering”, the Section 3(a)(9) exemption would
be available.

As
an additional basis, Section 3(a)(9) of the Securities Act would exempt the issuance of Common Stock in exchange for the Series D Preferred
Stock from registration under the Securities Act. Section 3(a)(9) provides a transactional exemption for “…any security
exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly
or indirectly for soliciting such exchange.” The required elements of a Section 3(a)(9) exemption are that: (i) the exchange is
being made by an issuer for its own securities; (ii) security holders are not parting with any consideration in the transaction other
than outstanding securities of the issuer; and (iii) the issuer may not pay any commission or other remuneration, directly or indirectly,
for the solicitation of the exchange.

We
believe those elements would be met. First, the Company is the issuer of both Series D Preferred Stock and Common Stock. Second, only
the holders will be effecting the redemptions, and will not part with any consideration. Third, the Company will not pay any remuneration for the solicitation of redemptions in a manner that would invalidate the Section 3(a)(9)
exemption.

The
foregoing is consistent with the Staff’s analysis and interpretive position set forth in C&DI 612.04. The guidance provided in such C&DI states that, “[i]n
the case of a registration statement pertaining to an offering of convertible debentures and the common stock underlying the
debentures, Rule 415 typically is not applicable to the continuous offering of the underlying common stock because that offering is
exempt from registration pursuant to Section 3(a)(9).”

******

    Page 4

We
trust that the foregoing is responsive to the Staff’s comment. If you have any additional questions or comments regarding the foregoing,
please do not hesitate to contact me at (212) 504-6790 or by e-mail at Daniel.Raglan@cwt.com.

    Sincerely
    yours,

    /s/
    Daniel P. Raglan

    cc:
    M. Andrew Franklin

    (CEO and President, Wheeler Real Estate Investment
    Trust, Inc.)

    Ross Barr

    (General Counsel, Wheeler Real Estate Investment Trust,
    Inc.)

    Page 5

United States securities and exchange commission logo
September 11, 2023
M. Andrew Franklin
Chief Executive Officer and President
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd
Virginia Beach, VA 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed September 1, 2023
File No. 333-274329
Dear M. Andrew Franklin:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 information.  If you do not believe our comment applies 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 the comment, we may have additional comments.
Form S-11 filed September 1, 2023
General
1.We note that the Company intends to settle redemptions of Series D Preferred Stock in
shares of Common Stock based on the market price.  Because you are not eligible to
conduct an offering under Rule 415(a)(1)(x), you are ineligible to conduct an at-the-
market offering under Rule 415(a)(4).  Please provide your analysis as to how you are
able to conduct an at-the-market offering or revise accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameM. Andrew Franklin
 Comapany NameWheeler Real Estate Investment Trust, Inc.
 September 11, 2023 Page 2
 FirstName LastName
M. Andrew Franklin
Wheeler Real Estate Investment Trust, Inc.
September 11, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel P. Raglan

CORRESP
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WHEELER REAL ESTATE INVESTMENT
TRUST, INC.

2529 Virginia Beach Blvd.

Virginia
Beach, Virginia 23452

(757)
627-9088

November
18, 2022

Via
EDGAR

Office of Mergers and
Acquisitions

U.S.
Securities and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Perry Hindin

  Office of Mergers and Acquisitions

 Re: Request for Acceleration of Effectiveness of Wheeler Real Estate Investment
Trust, Inc.’s Registration Statement on Form S-4 (File No. 333-268080) initially filed on November 1, 2022, as amended by Amendment
No. 1 thereto filed on November 18, 2022

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Wheeler Real Estate Investment Trust, Inc. hereby requests that the effectiveness of the Registration
Statement on Form S-4 (File No. 333-268080) (the “Registration Statement”) be accelerated so that the Registration
Statement will become effective on November 21, 2022 at 9:00 a.m., Eastern time, or as soon thereafter as practicable.

Please call Daniel P. Raglan of Cadwalader,
Wickersham & Taft LLP at (212) 504-6790 if you have any questions regarding this request, and please notify him when this request
for acceleration has been granted.

[Signature on following page]

    Very truly yours,

    WHEELER REAL ESTATE INVESTMENT TRUST, INC.

    By:
    /s/ Crystal Plum

    Crystal Plum

    Chief Financial Officer

cc: Daniel P. Raglan, Cadwalader, Wickersham & Taft LLP

CORRESP
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Via
EDGAR

Office
of Mergers & Acquisitions

Division
of Corporation Finance

U.S.
Securities & E.xchange Commission

100
F Street, NE

Washington,
D.C. 20549

 Re: Wheeler
                                            Real Estate Investment Trust, Inc.

    Schedule
                              TO/13E-3 filed on November 1, 2022

    File
                              No. 005-88329

    Registration
                              Statement on Form S-4 filed on November 1, 2022

    File
                              No. 333-268080

Dear
Mr. Hindin:

On
behalf of our client, Wheeler Real Estate Investment Trust, Inc. (the “Company”), set forth below is the response
of the Company to the comments of the Staff of the Division of Corporation Finance (the “Staff”) set forth in your
letter dated November 9, 2022 regarding the Company’s registration statement on Form S-4 (the “Form S-4”) filed
with the Securities and Exchange Commission (the “SEC”) on November 1, 2022 and the Company’s Schedule TO/13E-3
(the “Schedule TO/13E-3”) filed with the SEC on November 1, 2022.

In
connection with this letter responding to the Staff’s comments, the Company is today filing Amendment No. 1 to the Form S-4 (the
“Amended S-4”) and Amendment No. 1 to the Schedule TO/13E-3 (the “Amended TO/13E-3”).

For
your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.

Cautionary
Note Regarding Forward-Looking Statements, page 1

1.
Disclosure in this section states "... we disclaim any obligation to update any forward-looking statements to reflect events or
circumstances that occur after the date of this Prospectus/Consent Solicitation." We remind the registrant of its obligation under
Exchange Act Rule 13e-3(d)(2) and (e)(2). Please revise accordingly.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 1 and 2 of the Amended S-4.

Special
Factors - Determination of Fairness of the Exchange Offer by the Company, page 60

2.
Disclosure on page 60 states that “[t]he Board of Directors...did not undertake an independent evaluation of the fairness of the
Exchange Offer or the Proposed Amendments to the unaffiliated shareholders...fully considered and reviewed the terms, purpose, effects,
disadvantages and the alternatives to the Exchange Offer and the Proposed Amendments, and determined (acting by unanimous vote) that
the Exchange Offer and the Proposed Amendments are fair to the Series D Preferred Holders.” Please provide the statement described
in Item 1014(a) of Regulation M-A regarding whether the registrant reasonably believes that the Rule 13e-3 transaction is fair or unfair
to unaffiliated security holders of Series D Preferred Stock. Refer to Item 8 of Schedule 13E-3. In responding to this comment, please
note the disclosure on page 119 indicating that M. Andrew Franklin, the registrant's Chief Executive Officers and President and Joseph
D. Stilwell, an Independent Director, are holders of Series D Preferred Stock. Please note that the staff considers officers and directors
of the registrant to be affiliates when considering whether such reference is sufficiently specific to satisfy Item 1014(a) of Regulation
M-A. Please refer to the definition of “affiliate” in Exchange Act Rule 13e-3(a)(1).

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 60 and 61 of the Amended S-4.

3.
The factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally relevant to a filing person's fairness determination
and should be discussed in reasonable detail. See Questions Nos. 20 and 21 of Exchange Act Release No. 34-17719 (April 13, 1981). Please
revise this section to include the factors in clauses (ii) through (viii) of Instruction 2 to Item 1014 or explain why such factors were
not deemed material or relevant to the Board's fairness determination. If the procedural safeguard in Item 1014(c) was not considered,
please explain why the Board believes that the Rule 13e-3 transaction is fair in the absence of such safeguard. We acknowledge the disclosure
on the top of page 63 that the Exchange Offer and Consent Solicitation is conditioned on holders of at least 66 2/3% of the outstanding
shares of Series D Preferred Stock validly tendering into the Exchange Offer and consenting to the Proposed Amendments in connection
with the related Consent Solicitation. However, such condition does not address the factor described in Item 1014(c) given that two affiliates
are current holders of Series D Preferred Stock. Please refer to our comment above regarding the definition of “affiliate”
in Exchange Act Rule 13e-3(a)(1).

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 62 and 63 of the Amended S-4 to include the
factors in clauses (ii) through (viii) of Instruction 2 to Item 1014.

Also,
in response to the Staff’s comment, the Company has added disclosure on pages 60 and 63 of the Amended S-4 to explain why the Board
believes that the Rule 13e-3 transaction is fair in the absence of the Item 1014(c) procedural safeguard.

Selected
Historical and Unaudited Pro Forma Financial Information, page 111

4.
Notwithstanding the heading of this section, only unaudited pro forma financial information is provided. Please revise or advise. In
addition, please provide the information described in Item 1010(a)(4) of Regulation M-A. Refer to Item 10 of Schedule TO and Item 13
of Schedule 13E-3.

Response:
In response to the Staff’s comment, the Company has revised its disclosure in the Amended S-4 on pages (ii) and 112 to remove references
to “selected historical” financial information.

Also,
in response to the Staff’s comment, the Company has disclosed under Item 10(a) of the Amended TO/13E-3 and page 144 of the
Amended S-4 the book value per share as of the date of the most recent balance sheet presented.

General

5.
We note that the quarterly report for the period ending September 30, 2022 was filed on Form 10-Q on November 8, 2022. Please confirm
the Schedule TO/13E-3 and Form S-4 will be updated to reflect this filing.

Response:
In response to the Staff’s comment, the Amended S-4 and the Amended TO/13E-3 have been updated, where applicable, to reflect the
filing of the Form 10-Q on November 8, 2022.

******

    Page 2

If
you require any additional information in connection with today’s filings, please do not hesitate to contact the undersigned at
(212) 504-6790.

    Sincerely yours,

    /s/ Daniel
    P. Raglan

    Daniel P. Raglan

cc: M.
                                            Andrew Franklin

  (CEO
                                        and President, Wheeler Real Estate Investment Trust, Inc.)

  Crystal
                                        Plum

  (CFO,
                                        Wheeler Real Estate Investment Trust, Inc.)

Page 3

United States securities and exchange commission logo
November 9, 2022
Crystal Plum
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Schedule TO/13E-3 filed on November 1, 2022
File No. 005-88329
Registration Statement on Form S-4 filed on November 1, 2022
File No. 333-268080
Dear Crystal Plum:
            We have reviewed your filings and have the following 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I/13E-3 and Registration Statement on Form S-4 November 1, 2022
Cautionary Note Regarding Forward-Looking Statements, page 1
1.Disclosure in this section states "... we disclaim any obligation to update any forward-
looking statements to reflect events or circumstances that occur after the date of this
Prospectus/Consent Solicitation."  We remind the registrant of its obligation under
Exchange Act Rule 13e-3(d)(2) and (e)(2).  Please revise accordingly.
Special Factors - Determination of Fairness of the Exchange Offer by the Company, page 60
2.Disclosure on page 60 states that "[t]he Board of Directors...did not undertake an
independent evaluation of the fairness of the Exchange Offer or the Proposed
Amendments to the unaffiliated shareholders...fully considered and reviewed the terms,
purpose, effects, disadvantages and the alternatives to the Exchange Offer and the
Proposed Amendments, and determined (acting by unanimous vote) that the Exchange

 FirstName LastNameCrystal Plum
 Comapany NameWheeler Real Estate Investment Trust, Inc.
 November 9, 2022 Page 2
 FirstName LastNameCrystal Plum
Wheeler Real Estate Investment Trust, Inc.
November 9, 2022
Page 2
Offer and the Proposed Amendments are fair to the Series D Preferred Holders."  Please
provide the statement described in Item 1014(a) of Regulation M-A regarding whether the
registrant reasonably believes that the Rule 13e-3 transaction is fair or unfair to
unaffiliated security holders of Series D Preferred Stock.  Refer to Item 8 of Schedule
13E-3.  In responding to this comment, please note the disclosure on page 119 indicating
that M. Andrew Franklin, the registrant's Chief Executive Officers and President and
Joseph D. Stilwell, an Independent Director, are holders of Series D Preferred
Stock.  Please note that the staff considers officers and directors of the registrant to be
affiliates when considering whether such reference is sufficiently specific to satisfy Item
1014(a) of Regulation M-A.  Please refer to the definition of  "affiliate" in Exchange Act
Rule 13e-3(a)(1).
3.The factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally
relevant to a filing person's fairness determination and should be discussed in reasonable
detail. See Questions Nos. 20 and 21 of Exchange Act Release No. 34-17719 (April
13, 1981). Please revise this section to include the factors in clauses (ii) through (viii) of
Instruction 2 to Item 1014 or explain why such factors were not deemed material or
relevant to the Board's fairness determination. If the procedural safeguard in Item 1014(c)
was not considered, please explain why the Board believes that the Rule 13e-3 transaction
is fair in the absence of such safeguard. We acknowledge the disclosure on the top of page
63 that the Exchange Offer and Consent Solicitation is conditioned on holders of at least
66 2/3% of the outstanding shares of Series D Preferred Stock validly tendering into the
Exchange Offer and consenting to the Proposed Amendments in connection with the
related Consent Solicitation.  However, such condition does not address the factor
described in Item 1014(c) given that two affiliates are current holders of Series D
Preferred Stock.  Please refer to our comment above regarding the definition of "affiliate"
in Exchange Act Rule 13e-3(a)(1).
Selected Historical and Unaudited Pro Forma Financial Information, page 111
4.Notwithstanding the heading of this section, only unaudited pro forma financial
information is provided.  Please revise or advise.  In addition, please provide the
information described in Item 1010(a)(4) of Regulation M-A.  Refer to Item 10 of
Schedule TO and Item 13 of Schedule 13E-3.
General
5.We note that the quarterly report for the period ending September 30, 2022 was filed on
Form 10-Q on November 8, 2022.  Please confirm the Schedule TO/13E-3 and Form S-4
will be updated to reflect this filing.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Perry Hindin at (202) 551-3444.

 FirstName LastNameCrystal Plum
 Comapany NameWheeler Real Estate Investment Trust, Inc.
 November 9, 2022 Page 3
 FirstName LastName
Crystal Plum
Wheeler Real Estate Investment Trust, Inc.
November 9, 2022
Page 3
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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July 21, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Ms. Janice Adeloye and Ms. Erin E. Martin

RE: Registration Statement on Form S-11 (File No. 333-256699)

Dear Ms. Adeloye and Ms. Martin,

Wheeler Real Estate Investment Trust, Inc. (the “Registrant”)
hereby withdraws the request for acceleration contained in its letter dated July 20, 2021 and, in accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended, requests that the effective date of the above referenced Registration Statement on Form
S-11(the “Registration Statement”) be accelerated so that the Registration Statement, as amended, may become effective
at 4:00 pm, Eastern Time, on July 21, 2021, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform the Registrant’s counsel, Daniel P. Raglan of Cadwalader, Wickersham &
Taft LLP by telephone at 917 945-3617 or by e-mail at daniel.raglan@cwt.com.

    Very truly yours,

    WHEELER REAL ESTATE

INVESTMENT TRUST, INC.

    By: /s/ Crystal Plum

           Crystal Plum

           Chief Financial Officer

cc: Daniel P. Raglan

(Cadwalader Wickersham & Taft LLP)

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July 20, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: Ms. Janice Adeloye and Ms. Erin E. Martin

RE: Registration Statement on Form S-11 (File No. 333-256699)

Dear Ms. Adeloye and Ms. Martin,

On behalf of Wheeler Real Estate Investment Trust,
Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-11 be accelerated to July 20, 2021 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Daniel Raglan of Cadwalader, Wickersham & Taft LLP by telephone at 917 945-3617
or by e-mail at daniel.raglan@cwt.com.

    Very truly yours,

    	/s/ Angelica Beltran

    	Angelica Beltran

    Corporate Secretary

cc:	Mr. Daniel Raglan (via email)

United States securities and exchange commission logo
June 9, 2021
Crystal Plum
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed June 2, 2021
File No. 333-256699
Dear Ms. Plum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at (202)551-3034 or Erin E. Martin at (202)551-3391 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel Raglan

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May 21, 2021

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office
of Technology

Washington, D.C. 20549

Attention: Mr. Ronald (Ron) E. Alper

RE: Registration
Statement on Form S-11 (File No. 333-256015)

Dear Mr.
Alper,

On
behalf of Wheeler Real Estate Investment Trust, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-11 be accelerated to
May 25, 2021 at 4:00 pm Eastern Time, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Daniel Raglan of Cadwalader, Wickersham & Taft LLP at (212) 504-6790.

  Very truly yours,

  	/s/ Angelica Beltran

  	Angelica Beltran

  Corporate Secretary

cc:	Mr. Daniel Raglan (via email)

United States securities and exchange commission logo
May 20, 2021
Crystal Plum
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452
Re:Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed May 11, 2021
File No. 333-256015
Dear Ms. Plum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel Raglan

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
CORPORATION FINANCE

October 2 3, 201 9
Mr. Joseph D. Stilwell
Stilwell Activist Fund, L.P.
111 Broadway, 12th Floor
New York, New York 10006

 Re: Wheeler Real Estate Investment Trust , Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed October  17, 2018 by Stilwell Activist Fund, L.P. , et al.
  File No.  001-35713

Dear M r. Stilwell :

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the
disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to yo ur facts and circumstances and/or
do not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional comments.

Schedule 14A

General

1. Please advise us when  the participants anticipate  distributing their proxy statement .  Given
that reliance on  Rule 14a -5(c) is impermissible at any time before the reg istrant distributes its
proxy statement , the participants will accept all legal risk in connection with distributing the
initial definitive proxy statement without all required disclosures and should undertake to
subsequently provide any omitted informatio n in a supplement  in order to mitigate that risk .

Proposal No. 1 | Election of Directors , page 13

2. Please refer to the following sentence  on page 16 :  “Each of [the Participants ] disclaims
beneficial ownership o f the shares of Common Stock reported owned herein. ”  Advise us  of
the legal basis upon which beneficial ownership could be disclaimed by such persons .  Please
refer to In re Coca Cola Co., Exchange Act Release No. 13,655 (June 21, 1977); and In re
Douglas Kass, Exchange Act Release No. 31,046 (August 17, 1992) .

Joseph Stilwell
Stilwell Activist Fund  L.P.
October  23, 201 9
Page 2

 3. Given that the solicitation in opposition, if commenced, could possibly result in a majority or
more of directors being elected who were not nominated by the registrant, please revise to
describe whether or not the election of a majority of such nominees would constitute a
change in control within the meaning of the term as it used within any of the registrant’s
governing documents, including any compensation a rrangements.  Please summarize the
economic impact, if any, that would result if a change in control were to occur by virtue of
the election of a majority or more of directors not nominated by the registrant beyond that
which has already been described in footnote number six.   If the number of nominees
ultimately introduced by the participants constitutes less than a majority,  however,  no
additional disclosure regarding the  potential change in control is needed.

 We remind you that the participants are responsible for the acc uracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Meagan Reda, Esq.
            Megan Parisi

September 8 , 2018

Ms. Megan C. Parisi
Director of Communications
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006

Re: Wheeler Real Estate Investment Trust, Inc .
Definitive Additional  Material s on Schedule 14A
Filed September 5 , 2018  by Stilwell Activist Investments, L.P.  et al.
File No. 001 -35713

Dear M s. Parisi :

We have reviewed your filing s and have the following comment.

1. Please avoid issuing statements that directly or indirectly impugn character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation.  Please note that the factual founda tion for such assertions must be
reasonable.  Refer to Note (b) of Rule 14a -9.  Please provide us with the factual
foundation for  your statement that Mr. McAuliffe “lac ked the requisite backbone” to
dissuade the Board from approving “such a dumb deal.”

We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3589 if you have any questions .

Sincerely,

                                                                                                /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

August 8 , 2018

Ms. Megan C. Parisi
Director of Communications
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006

Re: Wheeler Real Estate Investment Trust, Inc .
Preliminary Proxy Statement on Schedule 14A
Filed August 1 , 2018 by Stilwell A ctivist Investments, L.P. et al.
Solicit ing Material  Pursuant to  Rule 14a -12
Filed July 24 and 25 , 2018  by Stilwell A ctivist Investments, L.P.  et al.
File No. 001 -35713

Dear M s. Parisi :

We have reviewed your filing s and have the following 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 the filing, by providing the requested
information, or by advi sing us when you will provide the requested response.  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 the filing  and the information you provide in response
to these comments, we may have additional comments.

Soliciting Material Pursuant to  Rule 14a -12

1. A reasonable factual basis must exist for each opinion or belief.  Support for opinions or
beliefs should be self -evident, disclosed in soliciting materials, or provided to the staff on
a supplemental basis.  Please provide support for your belief that :
 Stewart Brown “didn’t know better than to allow[] the approval of … an inherentl y
conflicted loan. ”
 The directors did not recognize their duty was to the shareholders and not to Jon
Wheeler.
 The “directors appear to have been dead asleep. ”

Ms. Megan C. Parisi
The Stilwell Group
August 8 , 2018
Page 2
 Preliminary Proxy Statement on Schedule 14A

Reaso ns for the Solicitation, page 2

2. A reasonable factual basis must exist for each opinion or belief.  Support for opinions or
beliefs should be self -evident, disclosed in soliciting materials, or provided to the staff on
a supplemental basis.  Please provide support for the following  statement :
 “[W]e have little confidence that the Board, as currently composed, has the
objectivity and commitment to take the steps necessary to maximize value for the
common stockholders at Wheeler .”

Incorporation by Reference, page 16

3. We note the omission of informati on in reliance on Rule 14a -5(c).  Please confirm that
the participants will amend the proxy statement and disseminate a supplement if they
elect  to send a proxy statement to security holders without the registrant having
previously furnished its proxy statement to each person solicited.  We believe the
participants may not rely on Rule 14a -5(c) before the registrant furnishes its proxy
statement.

We remind you that the filing persons  are resp onsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3589 if you have any questions .

Sincerely,

                                                                                                /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

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CORRESP

 Wheeler Real Estate Investment Trust, Inc.

March 9, 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. 333-222971

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
March 13, 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/ David Kelly

David Kelly

 President and Chief Executive Officer

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 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

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 Wheeler Real Estate Investment Trust, Inc.

February 20, 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. 333-222971

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
February 22, 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/ David Kelly

David Kelly

 President and Chief Executive Officer

Mail Stop 3233
February 16, 2018

Via E -mail
Matthew Reddy
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  February 9, 2018
  File No.  333-222971

Dear Mr. Reddy :

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, act ion or absence of action by the staff.

Please  contact me at (202) 551 -3207  with any questions.

Sincerely,

 /s/ Sara von Althann

Sara von Althann
Attorney -Advisor
Office of Real Estate and
Commodities
cc: Matthew B. Chmiel, Esq.
Haneberg Hurlbert  PLC

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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

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CORRESP

 December 22, 2017

 Tom Kluck

 Legal Branch Chief

 Office of Real Estate & Commodities

 Securities and Exchange Commission

Mail Stop 3233

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

 Registration Statement on Form S-3

Filed December 1, 2017

 File No. 333-221877

 Dear Mr. Kluck:

 This letter is submitted on behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”), in
response to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), in a letter dated December 20, 2017
with respect to the Company’s Registration Statement on Form S-3 (File No. 333-221877) filed with the Commission on December 1, 2017 (the
“Registration Statement”). We are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 1 to the Registration Statement (the “Amendment”)
For your convenience, we have reproduced your comments below in bold, followed by our response.

 General

1.
We refer to our comment letter dated December 4, 2017 concerning your Form 10-K for the fiscal year ended
December 21, 2016 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.

 The Company acknowledges this comment and
respectfully advises the Staff that it responded to the Staff’s December 4, 2017 comment letter by letter dated December 14, 2017. The Company received a response from the Commission on December 21, 2017 advising that the
comments have been resolved.

 Incorporation of Certain Documents by Reference, page 39

2.
We note your disclosure in this section that you “are also incorporating by reference in 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 termination of the offering shall be deemed to be
incorporated by reference into the prospectus. Refer to Item 12(b) of Form S-3.

 The Company acknowledges this comment and respectfully advises the Staff that it has revised
this disclosure in the Amendment to clarify that all documents that it subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to termination of the offering shall be deemed to be incorporated by reference into
the prospectus.

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

 The Company acknowledges this comment and respectfully advises the Staff that it
specifically incorporates by reference in the Amendment any applicable current reports that are filed after its initial registration 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 the that date but did file one on July 17, 2017.

 The Company acknowledges this comment and respectfully advises the Staff that it did not file a Form 8-K on July 7, 2017, but did file one on July 17,
2017 and has made the correction in the Amendment.

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.

 The Company acknowledges
this comment and respectfully advises the Staff that it has revised this section in the Amendment 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

 If you have any questions, or if you would like to discuss our response
further, please contact me at (757) 627-9088 or wilkes@whlr.us.

Sincerely,

/s/ Wilkes J. Graham

Wilkes J. Graham

Chief Financial Officer

Mail Stop 3233
December 21, 2017

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

Re: Wheeler Real Estate Investment Trust, Inc.
 Form 10-K for the year ended December 31, 2016
Filed February 28 , 2017
Form 8 -K
Filed November 9, 2017
File No. 1-35713

Dear Mr. Graham :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Mark A. R akip

 Mark Rakip
 Staff Accountant
Office of  Real Estate &
Commodities

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

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		Document

December 14, 2017

Mark Rakip

Staff Accountant

Office of Real Estate & Commodities

Securities and Exchange Commission

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549

Re:    Wheeler Real Estate Investment Trust, Inc.

Form 10-K for the year ended December 31, 2016

Filed February 28, 2107

Form 8-K

Filed November 9, 2017

File No. 1-35713

Dear Mr. Rakip:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Company”), we are writing in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission dated December 4, 2017, with regard to the Company’s Annual Report on From 10-K for the year ended December 31, 2016 and the Company’s Current Report on Form 8-K filed November 9, 2017.

Form 10-K for the year ended December 31, 2016

Contractual Obligations, page 52

1.

 In future periodic filings please disclose the estimated cash requirements for interest related to your debt or tell us why you believe such disclosure is not necessary; refer to footnote 46 in SEC Interpretive Release 33-8350.

The Issuer acknowledges this comment and will include this disclosure in future periodic filings.

Same Store and New Store Operating Income, page 54

2.

 In future periodic filings please revise your presentation to begin your reconciliation of property net operating income with net income (loss), ensuring such non-GAAP measure does not receive undue prominence.  Refer to Question 102.10 of the updated Non-GAAP Financial Measures Compliance and Disclosure Interpretations issue on May 17, 2016.

The Issuer acknowledges this comment and will include this disclosure in future periodic filings.

Form 8-K filed on November 9, 2017

Exhibit 99.1

Consolidated and Combined Statements of Operations

3.

 We note that your bolded operational highlights focus only on non-GAAP measures, which may result in undue prominence given to them.  Please revise in future filings to disclose the most comparable GAAP measures with equal or greater prominence.  Refer to Question 102.10 of the updated Non-GAAP Financial Measures Compliance and Disclosure Interpretations issued on May 17, 2016.  Additionally, remove your reference to GAAP in disclosing Property NOI or tell us how you determined this measure is not considered non-GAAP.

The Issuer acknowledges this comment and will include this disclosure in future periodic filings.

If you have any questions, or if you would like to discuss our response further, please contact me at (757) 627-9088 or wilkes@whlr.us.

Sincerely,

/s/ Wilkes J. Graham

Wilkes J. Graham

Chief Financial Officer

Mail Stop 3233
December 4, 2017

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

Re: Wheeler Real Estate Investment Trust, Inc.
 Form 10-K for the year ended December 31, 2016
Filed February 28 , 2017
Form 8 -K
Filed November 9, 2017
File No. 1-35713

Dear Mr. Graham :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following 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 these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for the year ended December 31, 2016

Contractual Obligations, page 52
1. In future periodic filings, please disclose the estimated cash requirements for interest
related to your debt or tell us why y ou believe such disclosure is not necessary ; refer to
footnote 46 in SEC Interpretive Release 33 -8350.
Same Store and New Store Operating Income, page 54
2. In future periodic filings please revise your presentation to begin your reconciliation of
property ne t operating income with net income (loss), ensuring such non -GAAP measure
does not receive undue prominence. Refer to Question 102.10 of the updated Non -GAAP
Financial Measures Compliance and Disclosure Interpretations issued on May 17, 2016.

Mr. Wilkes J. Graham
Wheeler Real Estate Investment Trust, Inc.
December 4, 2017
Page 2

 Form 8 -K file d on November 9 , 2017

Exhibit 99.1
3. We note that your bolded operational highlights focus only on non -GAAP measures,
which may result in undue prominence given to them. Please revise in future filings to
disclose the most comparable GAAP measures with equal or greater prominence. Refer
to Question 102.10 of the updated Non -GAAP Financial Measures Compliance and
Disclosure Interpretations issued on May 17, 2016.  Additionally, remove your reference
to GAAP in disclosing Property NOI or tell us how you de termined this measure is not
considered non -GAAP.

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

You may contact Shannon Sobotka, Staff Accountant  at 202.551.3856 or me at
202.551.3573 with any questions.

Sincerely,

 /s/ Mark A. Rakip

 Mark Rakip
 Staff Accountant
Office of Real Estate &
Commodities

CORRESP
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CORRESP

 Wheeler Real Estate Investment Trust, Inc.

September 2, 2016

 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. 333-213294

 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 September 6, 2016 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the
Company hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Brad Haneberg at Haneberg Hurlbert PLC, our counsel, who
can be reached by phone at (804) 814-2209 or by email at brad@hbhblaw.com.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

Mail Stop 3233
September 1, 2016

Jon S. Wheeler
Chairman and Chief Executive Officer
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S-3
Filed  August 24, 2016
  File No.  333-213294

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 wit h 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 in th e 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.
September 1, 2016
Page 2

 Please refer to Rules 460 and 4 61 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 responsibilities u nder
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 -6431  with any questions.

Sincerely,

/s/ Nicole Collings

Nicole Collings
Staff Attorney
Office of Real Estate &
Commodities

cc: Bradley A. Haneberg, Esq.
 Haneberg Hurlbert PLC

CORRESP
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CORRESP

 Wheeler Real Estate Investment Trust, Inc.

July 18, 2016

 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. 333-212426

 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 July 19, 2016 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby
acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Matthew B. Chmiel at Haneberg Hurlbert PLC, our counsel,
who can be reached by phone at (804) 793-9788 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

Mail Stop 3233
July 13, 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  July 7, 2016
  File No.  333-212426

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 a nd 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 in 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.
July 13, 2016
Page 2

 Please refer to Rules 460 and 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 responsibilities 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 Bryan Hough, Staff Attorney,  at (202) 551 -8625  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Matthew B. Chmiel, Esq.
 Haneberg Hurlbert, PLC

CORRESP
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CORRESP

 Wheeler Real Estate Investment Trust, Inc.

June 13, 2016

 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. 333-211506

 Dear 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 June 15, 2016 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby
acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Matthew B. Chmiel at Haneberg Hurlbert PLC, our counsel,
who can be reached by phone at (804) 793-9788 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

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.

CORRESP
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Correspondence

 Wheeler Real Estate Investment Trust, Inc.

November 2, 2015

 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. 333-207241

 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 November 5, 2015 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with
the foregoing, the Company hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Haneberg, PLC, our counsel, who can
be reached by phone at (804) 814-2209 or by email at brad@haneberg.us.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

SEC LETTER

 October 29, 2015

 Tom Kluck, Esq.

 Legal Branch
Chief

 Folake Ayoola, Esq.

 Senior Counsel

Division of Corporation Finance

 Securities and Exchange
Commission

 Mail Stop 3010

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

 Registration Statement on Form S-3

 Filed October 2, 2015

File No. 333-207241

 Dear
Mr. Kluck and Ms. Ayoola:

 This letter is submitted on behalf of our client, Wheeler Real Estate Investment Trust, Inc. (the
“Company”), in response to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission, in a letter dated October 28, 2015 with
respect to the Company’s Registration Statement on Form S-3 (File No. 333-207241) filed with the Commission on October 2, 2015 (the “Registration Statement”). For your convenience, we have reproduced your comment
below in bold, followed by our response.

 Selling Stockholders, page 5

1.
Please tell us whether Woodside Capital LLC and Fidelity Group LLC are affiliated with Woodside Capital Securities LLC and Fidelity Brokerage Services LLC, respectively. If any of these selling shareholders is an
affiliate of a broker-dealer, please tell us whether the selling shareholder received the shares as underwriting compensation. We may have additional comments.

The Company acknowledges this comment and respectfully submits that Woodside Capital, LLC and Fidelity Group, LLC are not affiliated with
Woodside Capital Securities LLC and Fidelity Brokerage Services LLC, respectively. The Company further submits that, as set forth in the Registration Statement, the only selling stockholder affiliated with a broker-dealer is KeyBank National
Association, and it did not receive the shares as underwriting compensation.

 The Company respectfully believes that the
information contained herein is responsive to the Staff’s comment. Please feel free to contact me at 804-814-2209 for any questions related to this filing. We appreciate the Staff’s timely response.

 Sincerely,

/s/ Bradley A. Haneberg

Bradley A. Haneberg, Esq.

cc:
Jon S. Wheeler, Wheeler Real Estate Investment Trust, Inc.

 Steven M. Belote, Wheeler Real
Estate Investment Trust, Inc.

 Matthew B. Chmiel, Esq., Haneberg, PLC (matt@haneberg.us)

Mail Stop 3233
October 28, 2015

Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S -3
Filed October 2, 2015
  File No. 333 -207241

Dear Mr. Wheeler:

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment, we ask you to provide us with information so we
may better understand your disclosure.

 Please respond to this letter by providing the requested information  and amending your
registration statement as necessary .  If you do not believe our comment applies  to your facts and
circumstances, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have additional comments.

Selling Stockholders, page 5

1. Please tell us whether Woodside Capital LLC and Fidelity Group LLC are affiliated with
Woodside Capital Securities LLC and Fidelity Brokerage Services LLC, respectively.  If
any of these selling shareholders is an affiliate of a br oker-dealer, please tell us whether
the selling shareholder received the shares as underwriting compensation.  We may have
additional comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be c ertain 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 th e accuracy
and adequacy of the disclosures they have made.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
October 28, 2015
Page 2

 Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration 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 in 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.

Please refer to Rules 460 and 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 responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Folake Ayoola, Senior Counsel, at (202) 551 -3673 or me at (202) 551 -
3233 with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Bradley Haneberg

August 10, 2015

Via E -mail
Jon S. Wheeler
Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust , Inc.
  Registration Statement on Form S-3
Filed  July 31, 2015
  File No.  333-206014

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 pendin g 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 an y 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 disc losure in 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.
August 10, 2015
Page 2

 Please refer to Rules 460 and 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 res ponsibilities 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  Jerard Gibson, Staff Attorney, at (202) 551 -3473 with any questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
 Legal Branch Chief

cc: Bradley A. Haneberg, Esq.
Haneberg, PLC

CORRESP
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filename1.htm

Correspondence

 Wheeler Real Estate Investment Trust, Inc.

August 12, 2015

 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 Number 333-206014

 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 August 14, 2015 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company
hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Haneberg, PLC, our counsel, who can
be reached by phone at (804) 814-2209 or by email at brad@haneberg.us.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

CORRESP
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Acceleration Request

 Wheeler Real Estate Investment Trust, Inc.

July 13, 2015

 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-4

File Number 333-204957

 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 July 15, 2015 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company
hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Haneberg, PLC, our counsel, who can
be reached by phone at (804) 814-2209 or by email at brad@haneberg.us.

 Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

June 2 6, 2015

Via E -mail
Jon S. Wheeler
Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452

Re:  Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S -4
Filed June 15, 2015
  File No.  333-204957

Schedule TO -I
Filed June 15, 2015
File No. 005-88329

Dear Mr. Wheeler :

We have limited our review of your filings  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 filings and providing the requested
information .  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 filings  and the information you provide in
response to these  comments, we may have  additional comments.

Registration Statement on Form S -4

General

1. Please provide us with a brief legal analysis explaining the basis upon which the
company  concluded that the tender o ffer did not constitute a Rule  13e-3 transaction, as
defined in Rule  13e-3(a)(3), with respect to the Series B Preferred Stock.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 26, 2015
Page 2

 Incorporation of Certain Documents by Reference, page 130

2. Based on the number of shares held by non -affiliates, as reported in  your most recent
Form 10 -K, and the market price of your common stock over the most recent sixty days,
it is unclear how you satisfy the requirements for incorporation by reference u nder
General Instruction B.1. to  Form S -4.  As such, please provide us wi th your analysis as to
your eligibility to incorporate by reference into the Form S -4.  Refer also to General
Instruction I.B.1. of Form S -3 and Compliance Disclosure and Interpretations, Securities
Act Forms, Question 116.06.  Alternatively, please revise  the S -4 to remove the forward
incorporating language in the introductory paragraph in this section and also include all
of the information required by Item 14 of Form S -4.  Please also see General Instruction
B.2. to Form S -4.

Schedule TO -I

Item 10.  Financial Statements

3. We note the reference to “not applicable” under (a ).  Please provide your analysis as to
why the information in Item 1010(a ) of Regulation M -A need not be disclosed.

Exhibit (a)(5)
4. Please note that the safe harbor provisions for fo rward -looking statements contained in
the federal securities laws  do not apply to statements made in connection with a tender
offer.  See Section 21E(b)(2)(C) of the Securities Exchange Act of 1934.  Please remove
reference s to the PSLRA  in all disclosure made  in connection with the tender offer.
Registration Statement on Form S -4

General

5. Please include the information disclosed in response to Items 2 and 3 of Schedule TO in
the prospectus.

Questions and Answers About the Exchange Offer, page 4

When doe s the Exchange Offer expire?, page 6

6. Disclosure indicates that shareholders may not withdraw preferred stock tendered any
time after the Expiration Date.  Please revise to acknowledge  the withdrawal rights set
forth in Exchange Act Rule 13e -4(f)(2)(ii).

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 26, 2015
Page 3

 Unaudited Pro Forma Financial Information, page 42

7. Please also disclose the effect of the transaction on the company’s ratio of earnings to
fixed charges and book value per share.  See Item 1 010(b)(2) and (3) of Regulation  M-A.

The Exchange Offer, page  88

8. Please describe any plans that relate to or would result in delisting the Series B Preferred
Stock from  the NASDAQ Capital Market.  Refer to Item 1006(c)(6) of Regulation M -A.

Consideration, page 89

9. Please clarify , if true,  that you are offering to exchange 500 shares of common stock for
each share of Series A Preferred Stock tendered and 12.5 shares of common stock for
each share of Series B Preferred Stock tendered.

Conditions of the Exchange Offer, page 89

10. Disclosure indicates that failure to exercise any of the conditions at any time “will not
constitu te a waiver” of such condition.   This language suggests that if a condition is
triggered and you fail to assert the condition, you will not lose the right to assert the
condition at a later time.   Please note that when a condition is triggered and the company
decides to proceed with the offer anyway, we believe that this decision is tantamount to a
waiver of the triggered condition .  Additionally, when an offer condition is triggered by
events that occur during the offer period and before the expiration of the offer, the
company should inform share holders how the company  intends to proceed promptly,
rather than waiting until the end of the offer per iod, unless the condition is one where
satisfaction of the condition may be determined only upon expiration.  Please confirm
your understanding in your response letter.

Determination of Validity, page 93

11. Disclosure indicates that your “interpretation of the terms and conditions of the Exchange
Offer, including the instructions in the letter of transmittal, will be final and binding on
all parties.”  Similar disclosure is included with respect to notices of withdrawal.  Please
revise to clarify that shareh olders  may challenge your determinations in a court of
competent jurisdiction.

Description of Capital Stock, page 99

12. We note the description of each class and series of stock of the company.  Please also
include an explanation of any material differences  in the rights of holders of Series A
Preferred Stock and holders of Series B Preferred Stock on the one hand and the rights of
holders of common stock on the other hand.  See Item 1004(a)(1)(x) of Regulation M -A.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 26, 2015
Page 4

Incorporation of Certain Documents by R eference, page 130

13. Please note that Schedule TO does not permit forward -incorporation by reference.  Please
confirm that the Schedule TO will be amended to specifically include any information
that is deemed to be forward -incorporated by reference into th e Form S -4, or advise.

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.

Notwithstanding our comments, in the event you request accele ration of the effective date
of the pending registration 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 n ot 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 in 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.

Please refer to Rules 460 and 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 responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 26, 2015
Page 5

 Please contact Tiffany Posil, Special Counsel, at (202) 551 -3589 or Dan Duchovny,
Special Counsel, at (202) 551 -3619 if you have any questions regarding the comments pertaining
to the Schedule TO.   Please co ntact Jerard Gibson , Staff Attorney, at (202) 551 -3473 or me at
(202) 551 -3233 with any other questions.

 Sincerely,

 /s/ Tom Kluck

 Tom Kluck
 Legal Branch Chief

cc: Bradley A. Haneberg, Esq.
Haneberg, PLC

CORRESP
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Acceleration Request

 Wheeler Real Estate Investment Trust, Inc.

May 18, 2015

 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 Number 333-203563

 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 May 20, 2015 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby
acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Haneberg, PLC, our counsel, who can
be reached by phone at (804) 814-2209 or by email at brad@haneberg.us.

 Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

CORRESP
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Correspondence

 May 13, 2015

 Ms. Erin E. Martin, Esq.

Senior Counsel

 Mr. Rahul Patel, Esq.

Staff Attorney

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop 3010

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

Registration Statement on Form S-3

Filed April 22, 2015

File No. 333-203563

 Dear Ms. Martin and Mr. Patel:

This letter is submitted on behalf of our client, Wheeler Real Estate Investment Trust, Inc. (the “Company”), in response to
comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), in a letter dated May 11, 2015 (the
“Comment Letter”) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-203563) filed with the Commission on April 22, 2015 (the “Registration Statement”). For your
convenience, we have reproduced your comment below in bold, followed by our response.

 General

1.
We note that you have filed this registration statement on Form S-3. We further note that your Form 8-K filed on September 3, 2014 reported an amendment to your articles of incorporation on August 19, 2014.
It appears that the Form 8-K was not timely filed and that you are not eligible to use Form S-3 pursuant to Instruction I.A. Please explain to us why you believe you are eligible to use this form. Alternatively, please amend your registration
statement on an appropriate form.

 The Company acknowledges this comment and respectfully submits that the Company is
eligible to use Form S-3 pursuant to General Instruction I.A thereto. In particular, pursuant to General Instruction B.3 to Form 8-K, the Company’s Form 8-K filed with the Commission on September 3, 2014 (the “8-K”) should
not be considered a late filing resulting in the loss of Form S-3 eligibility because the Item 5.03 information required by Form 8-K had been previously reported in the Company’s Registration Statement on Form S-11 (File
No. 333-198245), filed with the Commission on August 20, 2014 (the “Prior Registration Statement”), prior to the filing deadline for the Form 8-K information of 5:30 p.m. EST on Monday, August 25, 2014 (the “Item
5.03 8-K Deadline”). For this reason, we believe that the Company meets the criteria for Form S-3 eligibility described in paragraph 3(b) of General Instruction I.A to Form S-3.

 In connection with amendments to articles of incorporation, Item 5.03(a) of Form 8-K
(“Item 5.03”) requires that the information be furnished, as follows:

 (a) If a registrant with a class of equity
securities registered under Section 12 of the Exchange Act amends its articles of incorporation or bylaws and a proposal for the amendment was not disclosed in a proxy statement or information statement filed by the registrant, disclose the
following information:

(1)
the effective date of the amendment; and

(2)
a description of the provision adopted or changed by amendment and, if applicable, the previous provision.

With respect to the articles of amendment (the “Articles of Amendment”) that are the subject of the 8-K and Comment Letter, the
Company filed the Articles of Amendment as part of Exhibit 3.1 (Articles of Amendment, as amended) in the Prior Registration Statement. The Articles of Amendment filed in the Prior Registration Statement contain detailed information as required to
be furnished under Item 5.03. Specifically, the Articles of Amendment are dated and describe the amendment that 3,000,000 shares are designated as Series B Preferred Stock. Further, the Articles of Amendment identify that previously 1,000,000
shares were designated as Series B Preferred Stock. In addition, the Previous Registration Statement summarized the Articles of Amendment stating that “[o]ur board of directors designated a series of preferred stock with the rights set forth
herein consisting of 3,000,000 designated as Series B Preferred Stock by adopting Articles of Amendment and Restatement.” See “Description of Capital Stock and Securities Offered,” in the Prior Registration Statement.

Pursuant to General Instruction B.3 to Form 8-K, “ [i]f the registrant previously has reported substantially the same information
as required by this form [8-K], the registrant need not make an additional report of the information on this form [8-K]…. The term previously reported is defined in Rule 12b-2” under the Securities Exchange Act of 1934, as amended
(“Rule 12b-2”). Under Rule 12b-2, the terms “previously filed” and “previously reported” expressly include documents filed with, or reported in, a registration statement under the Securities
Act of 1933, as amended.

 Accordingly, given the Company’s filing of the Prior Registration Statement prior to the
Item 5.03 8-K Deadline, and given that the Prior Registration Statement contained substantially the same information as required under Item 5.03(a) of Form 8-K, the Company respectfully submits that it was not required to make an
additional report of the information under Item 5.03(a) on Form 8-K prior to the Item 5.03 8-K Deadline, notwithstanding that the Company subsequently did so. This legal analysis is consistent with Bluerock Residential Growth REIT,
Inc. (“Bluerock”), Registration Statement on Form S-3 (File No. 333-200359), in which the Staff raised a nearly identical comment and appears to have concluded Bluerock was eligible to use Form S-3.

As such, we respectfully submit that the Company meets the criteria for Form S-3 eligibility described in paragraph 3(b) of General
Instruction I.A to Form S-3.

 The Company respectfully believes that the information contained herein is responsive to the Staff’s
comments. Please feel free to contact me at the above number for any questions related to this filing. We appreciate the Staff’s timely response.

Sincerely,

/s/ Bradley A. Haneberg

Bradley A. Haneberg, Esq.

cc:
Jon S. Wheeler, Wheeler Real Estate Investment Trust, Inc.

 Steven M. Belote, Wheeler Real
Estate Investment Trust, Inc.

 Matthew B. Chmiel, Esq., Haneberg, PLC (matt@haneberg.us)

May 11, 2015

Via E -mail
Steven  Belote
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S-3
Filed  April 22, 2015
  File No.  333-203563

Dear Mr. Belote :

We have limited our review of your registration  statement to the issue  we have addressed
in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell u s why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. We note that you have filed this registration statement on For m S-3.  We further note that
your Form 8 -K filed on September 3, 2014 reported an amendment to your articles of
incorporation on August 19, 2014.  It appears that the Form 8 -K was not timely filed and
that you are not eligible to use Form S -3 pursuant to I nstruction I.A.  Please explain to us
why you believe you are eligible to use this form.  Alternatively, please amend your
registration statement on an appropriate form.

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
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, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

Steven Belote
Wheeler Real Estate Investment Trust, Inc.
May 11, 2015
Page 2

 Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from th e 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 in 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.

Please refer to Rules 460 and 461 regarding reques ts 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 responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Rahul Patel, Staff Attorney,  at (202) 551 -3799  or me at (202) 551 -3391
with any questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Senior Counsel

cc: Bradley A. Haneberg, Esq. (via E -mail)

January  26, 201 5

Via Email
Mr. Steven M. Belote
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd, Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Form 10-K
Filed March 21, 2014
File No. 001 -35713

Form 10 -K/A
Filed January 8, 2015
File No. 001 -35713

Dear Mr. Belote :

We have completed our review of your filings.  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any per son under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief  Accountant

December 22, 2014

Via Email
Mr. Steven M. Belote
Chief Financial Officer
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd, Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Form 10-K
Filed March 21, 2014
File No. 001 -35713

Dear Mr. Belote :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 36

Funds from Operations, page 45

1. We note that you present Core FFO.  In future filings please revise to provide all o f the
disclosures required by Item 10(e) of Regulation S -K.  In addition, please provide your
future disclosure in your response.

Signatures

2. Please note that the Form 10 -K “must be signed by the registrant, and on behalf of the
registrant by its principa l executive officer or officers, its principal financial officer or
officers, its controller or principal accounting officer, and by at least the majority of the

Steven M. Belote
Wheeler Real Estate Investment Trust, Inc.
December 22, 2014
Page 2

 board of directors or persons performing similar functions.”   Please refer to General
Instruct ion D to Form 10 -K.

Consolidated and Combined Statements of Operations

3. Please identify the nature of other revenues on the face of the financial statement or in a
note thereto.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kristi Marrone  at (202) 551 -3429 or me at (202) 551-3486 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Stacie Gorman  at (202) 551 -3585 or Sonia Barros at (202) 551-3780 with any other questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assista nt Chief  Accountant

CORRESP
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Accelaration Request

 Wheeler Real Estate Investment Trust, Inc.

March 24, 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.

 Registration Statement on Form S-3

File Number 333-193563

 Dear
Mr. McTiernan:

 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 March 25, 2014 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the
foregoing, the Company hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Kaufman & Canoles, our
counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

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

CORRESP
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Correspondence

 Wheeler Real Estate Investment Trust, Inc.

March 19, 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.

 Registration Statement on Form S-3

File Number 333-193563

 Dear
Mr. McTiernan:

 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 March 20, 2014 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the
foregoing, the Company hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Kaufman & Canoles, our
counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

CORRESP
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SEC COVER LETTER

 Kaufman & Canoles, P.C.

 Two James
Center

 1021 East Cary Street, Suite 1400

Richmond, VA 23219

 Mailing Address

 Post Office Box
27828

 Richmond, VA 23261

T (804) 771.5700

 Bradley A. Haneberg

F (804) 771.5777

 (804) 771.5790

 bahaneberg@kaufcan.com

kaufCAN.com

 March 7, 2014

Michael McTiernan

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop 3010

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

Registration Statement Amendment No. 1 to Form S-3

Filed February 20, 2014

File No. 333-193563

 Dear Mr. McTiernan:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Issuer”) and in response to the oral comment from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission on February 25, 2014, we are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 2 to the captioned
Registration Statement (the “Amendment”). Factual information provided herein has been provided to us by the Issuer. Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.
We have also enclosed four redlined copies of the Amendment for your review.

 Selling Stockholders, page 3

1.
Please tell us whether any of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer. Additionally, please clarify, if true, that such affiliates of broker-dealers (i) purchased the
shares being registered in the ordinary course of business and (ii) at the time of purchase, had no agreements or understandings to distribute the securities.

The Issuer acknowledges this comment and has revised the Registration Statement on pages 3, 4 and 6 to provide the requested information.

Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it contains tax advice, it is not intended
or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

 March 7, 2014

Page 2

 Thank you in advance for your assistance
in reviewing this response to the Registration Statement. Should you have any questions with respect to the above response, please contact me.

Sincerely,

/s/ Bradley A. Haneberg

Bradley A. Haneberg

CORRESP
1
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CORRESP

 Kaufman & Canoles, P.C.

 Two James
Center

 1021 East Cary Street, Suite 1400

Richmond, VA 23219

Mailing Address

 Post Office Box 27828

Richmond, VA 23261

 T (804) 771.5700

 F (804)
771.5777

 Bradley A. Haneberg

(804) 771.5790

bahaneberg@kaufcan.com

kaufCAN.com

 February 19, 2014

Michael McTiernan

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop 3010

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

 Registration Statement on
Form S-3

 Filed January 24, 2014

File No. 333-193563

 Dear
Mr. McTiernan:

 On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Issuer”) and in response to comments from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission dated February 11, 2014, we are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 1 to the captioned
Registration Statement (the “Amendment”). Factual information provided herein has been provided to us by the Issuer. Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.
We have also enclosed four redlined copies of the Amendment for your review.

 Selling Stockholders, page 3

1.
Please tell us whether any of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer. Please note that any selling stockholder who is a broker-dealer must be identified in the prospectus as an
underwriter unless all of the securities being registered on behalf of the broker-dealer were received as compensation for underwriting activities. In addition, be advised that a selling stockholder who is an affiliate of a broker-dealer must be
identified in the prospectus as an underwriter, unless the prospectus states, if true, that:

•

the selling stockholder purchased the shares being registered for resale in the ordinary course of business, and

•

at the time of the purchase, the selling stockholder has no agreements or understandings, directly or indirectly, with any person to distribute the securities.

Disclosure Required by Internal Revenue Service Circular 230: This communication is not a tax opinion. To the extent it contains tax advice, it is not intended
or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be imposed on the taxpayer by the Internal Revenue Service.

 February 19, 2014

Page 2

The Issuer acknowledges this comment and has revised the Registration Statement to provide the requested information.

Incorporation of Certain Documents by Reference, page 31

2.
We note the disclosure on page 31. It appears you may not have incorporated all future filings made prior to the effective date of your registration statement. To the extent any reports are filed after the initial
registration statement was filed but prior to its effectiveness, please revise to specifically incorporate such reports. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05.

The Issuer acknowledges this comment and has revised the Registration Statement to include the requested language.

Thank you in advance for your assistance in reviewing this response to the Registration Statement. Should you have any questions with respect
to the above response, please contact me.

 Sincerely,

/s/ Bradley A. Haneberg

Bradley A. Haneberg

February 11, 2014

Via E -mail
Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd, Suite 200
Virginia Beach, Virginia 23452

Re: Wheeler Real Estate Investment Trust, Inc.
  Registration Statement on Form S-3
Filed January 24, 2014
  File No. 333 -193563

Dear Mr. Wheeler:

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 .  Where 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.

Selling Stockholders, page 3

1. Please tell us whether any of the selling stockholders is a broker -dealer or an
affiliate of a broker -dealer.  Please note that any selling stockholder who is a broker -
dealer must be identified in the prospectus as an underwriter unless all of the securities
being registered on behalf of that broker -dealer were received as compensation for
underwriting activities.  In addition, be advised that  a selling stockholder who is an
affiliate of a broker -dealer must be identified in the prospectus as an underwriter, unless
the prospectus states, if true, that:

 the selling stockholder purchased the shares being registered for resale in the
ordinary cou rse of business, and

Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
February 11, 2014
Page 2

  at the time of the purchase, the selling stockholder had no agreements or
understandings, directly or indirectly, with any person to distribute the securities.

Please revise or advise.

Incorporation of Certain Documents by Reference, page 31

2. We note the disclosure on page 31.  It appears you may not have incorporated all future
filings made prior to the effective date of your registration statement.   To the extent any
reports are filed after the initial registration stateme nt was filed but prior to its
effectiveness, please revise to specifically incorporate such reports.   Please refer to
Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05.

We urge all persons who are responsible for the accura cy 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please prov ide 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 in the filing; and

 the compa ny 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.

Please refer to Rules 460 and 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 responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
February 11, 2014
Page 3

 Please contact Folake Ayoola, Attorney Advisor, at (202) 551 -3673 or me at (202) 551 -
3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel

cc: Bradley A. Haneburg, Esq.

CORRESP
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filename1.htm

Correspondence

 Wheeler Real Estate Investment Trust, Inc.

September 20, 2013

 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.

Registration on Form S-11, as amended

File No. 333-189887

 Dear Mr. McTiernan:

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 September 23, 2013 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the
Company hereby acknowledges 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 in the filing; and

•

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please confirm the date and time of effectiveness of the registration statement to Bradley A. Haneberg at Kaufman & Canoles, our
counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

 /s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 Kaufman & Canoles, P.C.

 Two James
Center

 1021 East Cary Street, Suite 1400

 Richmond, VA 23219

 Mailing Address

Post Office Box 27828

 Richmond, VA 23261

 Bradley A. Haneberg

 (804) 771.5790

bahaneberg@kaufcan.com

 T (804) 771.5700

 F (804) 771.5777

 kaufCAN.com

 September 16, 2013

Michael McTiernan

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop 3010

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Wheeler Real Estate Investment Trust, Inc.

Registration Statement Amendment No. 1 to Form S-11

Filed September 6, 2013

File No. 333-189887

 Dear Mr. McTiernan:

On behalf of Wheeler Real Estate Investment Trust, Inc. (the “Issuer”) and in response to comments from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission dated September 10, 2013, we are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 2 to the captioned
Registration Statement (the “Amendment”). Factual information provided herein has been provided to us by the Issuer. Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.
We have also enclosed four redlined copies of the Amendment for your review.

 Selling Stockholders, page 23

1.
In the table some entities own fewer shares immediately prior to the offering than they are offering for resale under the prospectus. We further note you indicate that 92,868 shares are owned prior to the offering
and that 92,868 shares will be owned immediately following the offering, while 656,998 share are being offered for resale. Please revise the column “Shares Owned Immediately Prior to the Offering” to correct the number of shares owned
prior to the offering, or clarify.

The Issuer acknowledges this comment and has revised the table to indicate the current amount of shares owned by all the selling shareholders prior to the offering. Further, the table has been revised to indicate that
749,866 shares are owned by the selling shareholders prior to the offering.

 Disclosure Required by Internal Revenue Service
Circular 230: This communication is not a tax opinion. To the extent it contains tax advice, it is not intended or written by the practitioner to be used, and it cannot be used by the taxpayer, for the purpose of avoiding tax penalties that may be
imposed on the taxpayer by the Internal Revenue Service.

 September 16, 2013

Page 2

2.
Please disclose the natural person or persons that control the voting and/or dispositive powers over the shares held by the entities listed in the table on page 24.

The Issuer acknowledges this comment and has added footnotes to the table on page 24, as applicable, to identify the natural person or persons that control the voting and/or dispositive powers over the shares held by
the selling shareholder entities.

 Beneficial Ownership, page 38

3.
We note your disclosure on page 38 that as of September 6, 2013 you had 29 stockholders of record. We note you identify nine shareholders in your beneficial ownership table on page 38. We further note you
identify 21 selling shareholders in your selling shareholder table on page 24. Please revise to clarify or explain.

The Issuer acknowledges this comment and has revised the Registration Statement to identify the number of common stockholders of record and preferred stockholders of record as of September 12, 2013.

 Incorporation of Certain Documents by Reference, page 56

4.
Please revise to specifically identify incorporated documents, rather than reference documents you “may file” or “all other reports filed . . .” Please revise the first paragraph to remove any
indication that you are requiring documents to be filed after the date of the prospectus. Please also provide the undertaking required by Item 512(e) of Regulation S-K or advise.

The Issuer acknowledges this comment and has revised this paragraph accordingly. Additionally, the Issuer has provided the undertaking required by Item 512(e).

Thank you in advance for your assistance in reviewing this response to the Registration Statement. Should you have any questions with respect
to the above response, please contact me.

 Sincerely,

/s/ Bradley A. Haneberg

Bradley A. Haneberg

September 10 , 2013

Via E -mail
Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Amendment  No. 1 to  Form S -11
 Filed September 6 , 2013
 File No. 333 -189887

Dear Mr. Wheeler:

We have reviewed your registration statement  and have the following 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 information .  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.

Selling Stockholders, page 23

1. In the table some entities own fewer shares immediately prior to the offering than they
are offering for resale under the prospectus.  We further note you indica te that 92,868
shares are owned prior to the offering and that 92,868 shares will be owned immediately
following the offering, while 656,998 shares are being offered for resale.  Please revise
the column “Shares Owned Immediately Prior to the Offering” to correct the number of
shares owned prior to the offering, or clarify.

2. Please disclose the natural person or persons that control the voting and/or dispositive
powers over the shares held by the entities listed in the table on page 24.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
September 10 , 2013
Page 2

 Beneficial Ownersh ip, page 38

3. We note your disclosure on page 38 that as of September 6, 2013 you had 29
stockholders of record.  We note you identify nine shareholders in your beneficial
ownership table on page 38.  We further note you identify 21 selling shareholders in your
selling shareholder table on page 24.  Please revise to clarify or explain.

Incorporation of Certain Documents by Reference, page 56

4. Please revise to specifically identify incorporated documents, rather than reference
documents you “may file” or “al l other reports filed…”  Please revise the first paragraph
to remove any indication that you are requiring documents to be filed after the date of the
prospectus.  Please also provide the undertaking required by Item 512(e) of Regulation S -
K or advise.

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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration 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 Commissi on 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 acc uracy of the disclosure in 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.
September 10 , 2013
Page 3

 Please refer to Rules 460 and 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 responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to  review any amendment prior to the requested effective date of the
registration statement.

Please contact Sandra B. Hunter, Staff Attorney,  at (202) 551 -3758 or me at (202) 551 -
3852  with any other questions.

Sincerely,

/s/ Michael McTiernan

Michael McTiernan
Assistant Director

cc: Brad ley A.  Haneberg , Esq.
 Kaufman & Canoles, P.C.
 Via E -mail

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR

 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. (“Wheeler”)

 Registration Statement on Form S-11, as amended

 File Number: 333-189363

 Dear Mr. McTiernan:

 Pursuant
to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the placement agents for the above-captioned proposed offering, join the acceleration request of Wheeler and hereby request
acceleration of the effective date of the above-captioned Registration Statement to 4:30p.m., Eastern Time, on August 20, 2013 or as soon thereafter as practicable.

 In connection with this request, the undersigned acknowledges as follows:

•

 should the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the SEC from taking any action with respect to the filing;

•

 the action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person
under the federal securities laws of the United States.

 The undersigned is aware of its responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities referred to in the captioned registration statement.

 A copy of a letter from the Financial Industry Regulatory Authority (“FINRA”) dated August 19, 2013, to the effect that FINRA has no objection to the underwriting compensation arrangements,
is attached.

 Copies of the Preliminary Prospectus, dated August 16, 2013, have been or will be made available in
sufficient time for distribution to all prospective purchasers no less than 48 hours before it is expected confirmations will be mailed. The undersigned will comply with Rule 15c2-8 under the 1934 Act.

In connection with the foregoing, please be advised that the undersigned expect to distribute approximately the following number of copies of the
Preliminary Prospectus dated August 16, 2013:

Maxim Group LLC

204

Newbridge Securities Corporation

300

National Securities Corporation

150

CV Brokerage Inc

14

Northland Capital Markets

25

Capitol Securities Management, Inc.

95

Individuals, corporations and other entities

120

 Sincerely,

MAXIM GROUP LLC

By:

  /s/ Clifford Teller

Name: Clifford Teller

Title: Head of Investment Banking

 NEWBRIDGE SECURITIES CORPORATION

By:

  /s/ John McAuliffe

Name: John McAuliffe

Title: Managing Director, Investment Banking

 August 19, 2013

 McCarter & English, LLP

 265 Franklin St.

Boston, MA 02110

 Attn: Ted Grannatt

 Re: No Objections Letter

 FINRA Filing ID: 2013-06-18-143790

 Wheeler Real Estate Investment Trust

 CIK #: 0001527541

 SEC Reg. #: 333-189363

 Dear Sir/Madam:

In connection with the above-referenced filing, the Corporate Financing Department (Department) has reviewed the information and documents submitted
through FINRA’s public offering filing system.

 This will confirm that based on such information and documents, the Department has
decided to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements as proposed in such documents.

 You should note that the Department also requires: (1) any amendments to documents, (2) changes in the public offering price and/or number of shares prior to or at the time of pricing, and (3) a copy of
the final prospectus to be filed on a timely basis for review. If such changes indicate a modification of the terms and arrangements of the proposed offering, further review may result in a change in the Department’s opinion.

This is an advisory opinion of the Department’s staff based on the information as presented to FINRA in connection with this offering. This opinion
should not be deemed a precedent with respect to the fairness and reasonableness of the terms and arrangements of any other offering. This opinion relates solely to the FINRA rules governing underwriting terms and arrangements and does not purport
to express any determination of compliance with other FINRA statutory or regulatory requirements.

 If you have questions regarding this
letter, please call the undersigned at (240) 386-4623.

 Regards,

Joseph Becker

 First Reviewer

 Eugene Buchanan

Second Reviewer

 Corporate Financing Department

CORRESP
1
filename1.htm

CORRESP

 Wheeler Real Estate Investment Trust, Inc.

August 20, 2013

 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.

Registration Statement on Form S-11

File Number 333-189363

 Dear Mr. McTiernan:

 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 August 20, 2013 at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the
foregoing, the Company hereby acknowledges 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 in the filing; and

•

 the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please confirm the date and time of effectiveness of the registration statement to
Bradley A. Haneberg at Kaufman & Canoles, our counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,

Wheeler Real Estate Investment Trust, Inc.

/s/ Jon S. Wheeler

Jon S. Wheeler

Chairman and Chief Executive Officer

July 23, 2013

Via E -mail
Jon S. Wheeler
Chairman and President
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Amendment No. 1 to Form S -11
 Filed July 12 , 2013
 File No. 333 -189363

Dear Mr. Wheeler:

We have reviewed your registration statement  and have the following comment.  Please
respond to this letter by amending your registration statement and providing the requested
information .  If you do not believe our com ment applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Unaudited Condensed Consolidated Financial Statements, page 11

1. It appears that your acquisitions of t he Bixby Commons Shopping Center and the Jenks
Reasor’s Shopping Center may each create a significant asset concentration  such that
financial information for each tenant may be necessary.  Please advise.  Refer to Section
2340 of the Financial Reporting Manual of the Division of Corporation Finance.

We urge all persons w ho 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.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
July 23, 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pendi ng 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 an y 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 disc losure in 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.

Please refer to Rules 460 and 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 res ponsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendmen t prior to the requested effective date of the
registration statement.

You may contact Eric McPhee, Staff Accountant, at (202) 551 -3693  or Daniel Gordon,
Accounting Branch Chief,  at (202) 551 -3486  if you have questions regarding comments on the
finan cial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3852  with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director

cc: Brad ley A.  Haneberg
 Steven M. Belote
 Via E -mail

July 18, 2013

Via E -mail
Jon S. Wheeler
Chairman and Chief Executive Officer
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Registration Statement on Form S -3
 Filed July 10, 2013
 File No. 333 -189887

Dear Mr. Wheeler:

We have limited our review of your registration statement to th e issue w e have addressed
in our comment .  Please respond to this letter by amending your registration statement and
providing the requested information .  Where you do not believe our comment  applies  to your
facts and circumstances or do not believe an amendment is appropriate, pleas e tell us why in
your response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. You do not appear to meet the eligibility require ments  of General Instruction I.A.3  to
Form S -3.  Please refer to Compliance and Disclosure Interpretations, Securities Act
Forms, Question 115.14.  Please advise or choose an appropriate form for your
registration statement.

We urge all persons who are respons ible 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.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
July 18, 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration s tatement 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 res pect
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 in the fil ing; 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.

Please refer to Rules 460 and 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 responsibilities unde r
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the req uested effective date of the
registration statement.

Please contact Sandra B. Hunter, Staff Attorney,  at (202) 551 -3758 with any other
questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assistant Director

cc: Brad ley A.  Haneberg , Esq.
 Kaufman & Canoles, P.C.
 Via E -mail

July 1, 2013

Via E -mail
Jon S. Wheeler
Chairman and President
Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA  23452

Re: Wheeler Real Estate Investment Trust, Inc.
 Registration Statement on Form S -11
 Filed June 14, 2013
 File No. 333 -189363

Dear Mr. Wheeler:

We have reviewed your registration statement  and have the following 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 information .  If you do not believe our com ments 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, w e may have  additional comments.

Appendix A

1. Please revise your financial statements and pro forma financial statements for each
property acquired subsequent to the most recent balance sheet date, or to be acquired, to
include financial statements and pro forma fi nancial statements as of and for the period
ended March 31, 2013.  Additionally, please note that financial statements as
contemplated by Rule 3 -14 of Regulation S -X are required for Bixby Commons, as well
as pro forma financial statements for December 31,  2012 and March 31, 2013 .

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

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
July 1, 2013
Page 2

 and adequacy of the disclosures they have made.

Notwithstanding our comments, 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 ef fective, 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 f ull responsibility for
the adequacy and accuracy of the disclosure in 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 federa l
securities laws of the United States.

Please refer to Rules 460 and 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 responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Eric McPhee, Staff Accountant, at (202) 551 -3693  or Daniel Gordon,
Accounting Branch Chief,  at (202) 551 -3486  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3852  with any other questions.

Sincerely,

 /s/ Michael McTiernan

Michael McTiernan
Assis tant Director

cc: Brad ley A.  Haneberg
 Steven M. Belote
 Via E -mail

CORRESP
1
filename1.htm

Acceleration Request

 Wheeler Real Estate Investment Trust, Inc.

October 23, 2012

 VIA
EDGAR

 Daniel 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.

    Registration Statement on Form S-11, as amended

    File Number: 333-177262

 Dear Mr. McTiernan:

 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 October 23, 2012 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges 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 in the filing; and

•

 The Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Please confirm the date and time of effectiveness of the registration statement to Bradley
A. Haneberg at Kaufman & Canoles, our counsel, who can be reached by phone at (804) 771-5790 or by fax at (804) 771-5777.

Very truly yours,

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

/s/ Jon S. Wheeler

Jon S. Wheeler

 President and Chairman of the Board of Directors

 (Principal Executive Officer)

CORRESP
1
filename1.htm

Acceleration Request

 October 23, 2012

 VIA EDGAR

 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.

Registration Statement on Form S-11, as amended

File Number: 333-177262

 Dear Mr. McTiernan:

 Pursuant to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the placement agents for the above-captioned proposed offering, join the
acceleration request of Wheeler and hereby request acceleration of the effective date of the above-captioned Registration Statement to 5:00p.m., Eastern Time, on October 23, 2012 or as soon thereafter as practicable.

In connection with this request, the undersigned acknowledges as follows:

•

 should the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the SEC from taking any action with respect to the filing;

•

 the action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person
under the federal securities laws of the United States.

 The undersigned is aware of its responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities referred to in the captioned registration statement.

A copy of a letter from the Financial Industry Regulatory Authority (“FINRA”) dated September 7, 2012, to the effect that
FINRA has no objection to the underwriting compensation arrangements, is attached.

 Copies of the Preliminary Prospectus,
dated September 12, 2012, have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours before it is expected confirmations will be mailed. The undersigned will comply with Rule
15c2-8 under the 1934 Act.

 In connection with the foregoing, please be advised that the undersigned expect to
distribute approximately the following number of copies of the Preliminary Prospectus dated March 22, 2010:

 Wellington Shields & Co., LLC (Internal Use)

300

 Capitol Securities Management, Inc. (Internal Use)

200

 Individuals, corporations and other entities

1,335

Sincerely,

WELLINGTON SHIELDS & CO., LLC

By:

 /s/ Edward Cabrerra

Edward Cabrerra

Head of Investment Banking and Syndicate Manager

CAPITOL SECURITIES MANAGEMENT, INC.

By:

 /s/ L. McCarthy Downs III

L. McCarthy Downs III

Managing Director – Investment Banking

 2

 September 07, 2012

 WELLINGTON SHIELDS & CO., LLC

 Attn: Christopher F. Meyer

 Re: No Objections Letter

 FINRA Filing ID: 2012-06-26-52113

 Wheeler Real Estate Investment
Trust

 CIK #: 0001527541

 SEC Reg. #: 333-177262

 Dear Sir/Madam:

In connection with the above-referenced filing, the Corporate Financing Department (Department) has reviewed the information and documents submitted
through FINRA’s public offering filing system.

 This will confirm that based on such information and documents, the Department has
decided to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements as proposed in such documents.

 You should note that the Department also requires: (1) any amendments to documents, (2) changes in the public offering price and/or number of shares prior to or at the time of pricing, and
(3) a copy of the final prospectus to be filed on a timely basis for review. If such changes indicate a modification of the terms and arrangements of the proposed offering, further review may result in a change in the Department’s opinion.

 This is an advisory opinion of the Department’s staff based on the information as presented to FINRA in connection with this offering.
This opinion should not be deemed a precedent with respect to the fairness and reasonableness of the terms and arrangements of any other offering. This opinion relates solely to the FINRA rules governing underwriting terms and arrangements and does
not purport to express any determination of compliance with other FINRA statutory or regulatory requirements.

 If you have questions regarding
this letter, please call the undersigned at (240) 386-4623.

Regards,

Gabriela Aguero

First Reviewer

Gabriela Aguero

Second Reviewer

Corporate Financing Department

cc:

Ted Grannatt

McCarter & English, LLP

June 29 , 2012

Via E -mail
Jon S. Wheeler
President and Chairman of the Board of Directors
Wheeler Real Estate Investment Trust, Inc.
Riversedge North, 2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia  23452

Re: Wheeler Real Estate Investment Trust, Inc.
Amendment No. 6 to Registration Statement on Form S -11
  Filed June 25 , 2012
  File No. 333 -177262

Dear Mr. Wheeler :

We have reviewed your registration statement  and have the following 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 informati on.  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
provid e in response to these  comments, we may have  additional comments.

Risk Factors, page 15

“We did not conduct arm’s -length negotiations with Mr. Wheeler with respect to the terms of the
formation transactions…,” page 22

1. Please expand this risk factor to  clarify that you will purchase assets from Prior Investors
for greater than fair value .

“The value of common units and cash to be issued as consideration for the properties and
assets…,” page 22

2. It appears that the interests in the prior entiti es will be purchased for fixed prices.  As
such, please revise this risk factor to clarify.

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 29, 2012
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
49

3. Please revise your MD&A in your next amendment to include an introd uctory discussion
of the entities you are purchasing, describing the Controlled Entities and the
Noncontrolled Entities so that it is clear what entities are being discussed in your MD&A.
Additionally, please ensure that all references to the Predecessor throughout your filing
refer only to the Controlled Entities.

Liquidity and Capital Resources, page 58

4. Please revise your discussion of Liquidity and Capital Resources to include a discussion
of the status of your current debt situation, specifically d escribing the status of your past
due debt related to the Shoppes at Eagle Harbor, and the status of obtaining all required
consents to the transaction from your lenders.

5. Please revise your reference to the pro forma cash flow illustrated in the Distribution
Policy section to properly characterize the measure, as this is not a pro forma measure.

6. Please discuss the amounts of cash expected to be paid to prior investors in  conjunction
with the formation transactions within your discussion of Liquidity and Capital
Resources.  Please describe how these amounts are calculated, and include a discussion
of the certainty and likely range of these amounts.

Unaudited Pro Forma C ondensed Consolidated Financial Statements, page F -2

7. Please revise your Pro Forma Balance Sheet to eliminate the historical results of the PSF
entities and the adjustments required to record those entities at fair value from the face of
the statement, and  instead present the fair value of the PSF Entities in a single column.

8. Please revise your Pro Forma Statements of Operations to remove adjustments which are
not directly attributable to the transaction, expected to have a continuing impact and
factuall y supportable.  This should include any impairment charge recognized in
conjunction with the transaction, estimated increases in general and administrative
expenses and estimated interest income to be earned on cash proceeds of the offering,
although discl osure of any significant items should be included in the notes to the pro
forma financial statements.

9. We note in your table in note (2) that as a result of recording the acquisition of the PSF
entities you recorded Goodwill as well as a Gain on bargain purchase.  Please provide us
with a detailed calculation of each of these amounts, and tell us how you determined it
was appropriate to record Goodwill on the acquisition of real estate.  In your response,
please address how you determined the amount paid for these properties in excess of fair

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 29, 2012
Page 3

 value was not a distribution to the prior investors, some form of compensation or an
additional amount that should have been allocated to a tangible or intangible asset.

10. Please tell us, and explain in detail in you r next amendment, the business purpose for
paying an amount significantly in excess of fair value for the PSF Entities.  We note that
the higher compensation amount was determined by an NOI based valuation
methodology, but we also note that you intend to r ecord a $2.8 million liability for
below -market leases.  Please provide us with your calculations of the compensation
amounts for these properties, and address this apparent discrepancy, including a
comparison of the estimated NOI used in the calculations to the actual NOI for that
period and for the most recent interim periods.

11. We note your disclosure in note (2)a.ii that you used a combination of valuation
methodologies including the cost approach.  Please provide us with a detailed analysis of
your valu ation of the buildings, and tell us specifically how and why you utilized a cost
approach in your valuation.

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 disc losures they have made.

Notwithstanding our comments, 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 t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in 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.
June 29, 2012
Page 4

 Please refer to Rules 460 and 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 responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may conta ct Eric McPhee, Staff Accountant,  at 202-551-3693  or Daniel Gord on,
Accounting Branch Chief, at 202 -551-3486  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
202-551-3758  or me at  202-551-3852  with any other questions.

Sincerely,

       /s/ Michael McTiernan

       Michael McTiernan
Assistant Director

cc: Bradley A. Haneberg, Esq.
 Kaufman & Canoles, P.C.
 Via E -mail

June 18 , 2012

Via E -mail
Jon S. Wheeler
President and Chairman of the Board of Directors
Wheeler Real Estate Investment Trust, Inc.
Riversedge North, 2529 Virginia Beach Blvd., Suite 200
Virginia Beach, Virginia  23452

Re: Wheeler Real Estate Investment Trust, Inc.
Amendment No. 5 to Registration Statement on Form S -11
  Filed June 6 , 2012
  File No. 333 -177262

Dear Mr. Wheeler :

We have reviewed your registration statement  and have the following 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 informati on.  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
provid e in response to these  comments, we may have  additional comments.

Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -2

1. Please revise to present separate columns for the formation transactions and the offering
transactions.  In a ddition please revise your pro forma financial statements to footnote
each pro forma adjustment which clearly explains the assumptions involved and how the
amounts are calculated.  Each adjustment should be footnoted with a detailed explanation
of how the amount was derived.

2. Please revise to provide detailed disclosure on how you determined the $1.65 million
impairment charge which appears to be related to the purchase of the PSF entities.

3. We note your disclosure that you have determined that Wheele r Real Estate Investment
Trust, Inc. is the acquirer for accounting purposes.  Please tell us how you determined the
REIT is the accounting acquirer.  Refer to  ASC 805 -10-55-15.  Please note  if you

Jon S. Wheeler
Wheeler Real Estate Investment Trust, Inc.
June 18, 2012
Page 2

 determine the REIT is not the accounting acquirer, one of the combining entities that
existed before the business combination shall be identified as the acquirer by applying the
guidance in paragraphs 805 -10-55-10 through 55 -14.  As the predecessor is not a legal
entity, the acquirer should be one of the combinin g entities.

4. Please clarify how you determined the fair values of the assets and liabilities of the PSF
entities, identifying the specific method used for each type of asset and liability.
Additionally, please further clarify how you determined the pu rchase price of the PSF
entities.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
49

5. Please revise your MD&A in your next amendment to discuss your historical results, as
opposed to the combined discussion y ou’ve presented which is no longer applicable.  To
the extent you present pro forma financial statements for the comparable prior year in
your next amendment, you may present a discussion of pro forma financial results.
Please note  the pro forma discussio n may only be for one year and the immediately
preceding year.  Please also note that under the requirements of the JOBS Act, your
MD&A may be limited to the periods for which you have presented financial statements.

We urge all persons who are respons ible 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.

Notwithstanding our comments, 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 re spect
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 in the fi ling; 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.
June 18, 2012
Page 3

 Please refer to Rules 460 and 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 responsibilities unde r
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the req uested effective date of the
registration statement.

You may contact Eric McPhee, Staff Accountant,  at 202-551-3693  or Daniel Gord on,
Accounting Branch Chief, at 202 -551-3486  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
202-551-3758  or me at  202-551-3852  with any other questions.

Sincerely,

 /s/ Michael McTiernan

 Michael McTiernan
Assistant Director

cc: Bradley A. Haneberg, Esq.
 Kaufman & Canoles,  P.C.
 Via E -mail

May 8, 2012
 Via E-mail

Jon S. Wheeler President and Chairman of the Board of Directors Wheeler Real Estate Investment Trust, Inc. Riversedge North, 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia  23452
Re: Wheeler Real Estate Investment Trust, Inc.
Amendment No. 4 to Registrati on Statement on Form S-11
  Filed April 18, 2012   File No. 333-177262

Dear Mr. Wheeler:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups  Act (“the Act”), please di sclose on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:
 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. May 8, 2012 Page 2

  Your election under Secti on 107(b) of the Act:
o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pursu ant to Section 107(b) of the Act,
include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Secti on 102(b)(1) of the Act, provide a risk
factor explaining that this election allo ws you to delay the adoption of new or
revised accounting standards that have di fferent effective dates for public and
private companies until those standards appl y to private companies.  Please state
in your risk factor that, as a result of th is election, your financial statements may
not be comparable to companies that comp ly with public company effective dates.
 Include a similar statement in your cr itical accounting policy disclosures in
MD&A.
You may disclose the extent to which you woul d be exempt in any event as a result of
your status as a Smaller Reporting Company.
Overview, page 1

2. We note your disclosure that Jon S. Wheeler, when combined with his affiliates, is now
your largest stockholder.  Pleas e tell us what transacti ons occurred since your last
amendment to increase Mr. Wheeler’s share ownership.
Formation Transactions, page 5

 3. We have reviewed your response to comment 1.  We note that the voting agreement you
have provided us is limited only to the form ation transactions, and does not continue in
perpetuity.  As such, this agreement does not provide sufficient evidence that common
control exists.  To the extent that Mr. Wh eeler and Mr. Perrine enter into a written
agreement whereby Mr. Wheeler gains control of Plume Street Financial or Mr. Wheeler
acquires a controlling interest from Mr. Perr ine in exchange for consideration, a change
of control, and thus a business combinat ion, will have occurred, and the assets and
liabilities of Plume Street Financial will need to be recorded at fair value in accordance
with ASC 805.   Please revise your pro form a financial statements to account for the
acquisitions of the entities 50% owned and managed by Mr. Wheeler through his interest in Plume Street Financial as business combina tions accounted for at fa ir value, and revise
your combined financial statements to excl ude these entities, a nd present separate
historical financial statem ents for those entities.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. May 8, 2012 Page 3

 Distribution Policy, page 40

 4. We have reviewed your response to comm ent 3, and your revised footnote (7).  For
purposes of this calculation, we do not believe it is appropriate, gi ven the vari ability and
unanticipated nature of some expense items , to adjust your historical operating and
administrative costs as you’ve proposed.  Pleas e revise your calculati on of estimated cash
available for distribution in your  next amendment to eliminate these expense adjustments.

5. We have reviewed your response to commen t 4, and your revised footnote (8), and we
reissue our prior comment.  Given the vari ability in capital ex penditures and tenant
improvements, as well as the potential for fu ture acquisitions, we do not believe it would
be appropriate for you to assume that significant renovations will not occur in the next 12 months.  Please revise your calculation in your next amendment to  include either your
three-year historical aver age capital and tenant impr ovements, as shown on your
statements of cash flows, or the amount you anticipate spending over the 12 month
period, whichever is greater.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 in the filing; and

 the company may not assert staff comments a nd 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 8, 2012 Page 4

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Eric McPhee, Staff A ccountant, at 202-551-3693 or Daniel Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Sandra B. Hunt er, Staff Attorney, at
202-551-3758 or me at 202-551-3852 with any other questions.

Sincerely,
         / s /  M i c h a e l  M c T i e r n a n           M i c h a e l  M c T i e r n a n
Assistant Director

cc: Bradley A. Haneberg, Esq.
 Kaufman & Canoles, P.C.  Via E-mail

March 28, 2012
 Via E-mail

Jon S. Wheeler President and Chairman of the Board of Directors Wheeler Real Estate Investment Trust, Inc. Riversedge North, 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia  23452
Re: Wheeler Real Estate Investment Trust, Inc.
Amendment No. 3 to Registrati on Statement on Form S-11
  Filed March 19, 2012   File No. 333-177262

Dear Mr. Wheeler:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Formation Transactions, page 5

 1. We have reviewed your response to commen t 4 and we note that written agreements
entered into to effect a certain accounting tr eatment have not been accepted as evidence
of common control.  Additionally, a voti ng agreement limited only to a certain
transaction, or contingent on any other ev ents is not acceptable evidence of common
control.  Please revise your pro forma financ ial statements to account for the purchases of
the entities 50% owned and managed by Jon Wh eeler through his intere st in Plume Street
Financial as business combinations accounted fo r at fair value, and revise your combined
financial statements to exclude these entities,  and present separate historical financial
statements. For reference see Issue Summary No. 1 of EITF 02-05.
 Distribution Policy, page 40

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. March 28, 2012 Page 2

 2. We note that in your calculation of estimated  cash provided by operating activities for the
twelve months ended December 31, 2012, you have included an adjustment for the Net increase in CAM, taxes and insurance rec overies.  Given that recovery income is
typically offset by recovery expense, please tell us why you believe this adjustment is
appropriate.

3. We have reviewed your response to comment 8, and your revised footnote (7).  With the
exception of the marketing and advertising co sts discussed in note (e) and the utility
expenses discussed in note (f), and possibl y the audit and accounti ng fees discussed in
note (c) if those amounts are contractually s upportable, it does not appear that you have a
reasonable basis for the expense adjust ments you are making.  Please remove the
remaining assumed expense reduct ions from your calculation.

4. We have reviewed your response to comment 9, and your revised footnote (8).  Please
revise your calculation in your next amendm ent to include either your three-year
historical average capital and tenant improvements, as shown on your statements of cash
flows, or the amount you anticipate spending over the 12 month period, whichever is greater.
 Appendix A

Table I
 Experience Raising and I nvesting Funds, page A-2

 5. We note your response to comment 16 in our  letter dated February 24, 2012.  We
continue to believe that the “percent availa ble for investment” line item should reflect the
percentage of proceeds raised that are available for investment after expenses and reserves.  Since none of the prior programs incurred offering expenses or maintained
reserves, please revise the next line item in each column to reflect that 100% of the
offering proceeds raised was available for investment.
 Table III

 Operating Results of Prior Programs, page A-4

 6. We note your response to comment 18 of our letter dated February 24, 2012 in which you
appear to have revised to present the in formation in Table III on a per $1,000 invested
basis in its entirety.  Please revise Table II I to present only the federal income tax and
distribution data per $1000 i nvested.  Please make similar changes to Table IV.

Table IV, page A-17

7. We note you have not revised your disclosure to present Table IV on an aggregate basis

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. March 28, 2012 Page 3

 rather than a per year basis.  We theref ore reissue our prior co mment 20.  Please also
revise to provide complete information, incl uding the dollar amount raised, the number of
properties purchased, the date of closing of the offering and the date of first and final
sales of property.  Please refer to  Table IV in Industry Guide 5.
 Table V, page A-23

8. We note your response to comment 21 of our  letter dated February 24, 2012.  Please
revise Table V so that it is in the format prescribed in Industry Guide 5.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 in the filing; and

 the company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. March 28, 2012 Page 4

You may contact Eric McPhee, Staff A ccountant, at 202-551-3693 or Daniel Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Sandra B. Hunt er, Staff Attorney, at
202-551-3758 or me at 202-551-3852 with any other questions.

Sincerely,
   /s/ Michael McTiernan    Michael McTiernan
Assistant Director
 cc: Bradley A. Haneberg, Esq.  Kaufman & Canoles, P.C.  Via E-mail

February 24, 2012
 Via E-mail

Jon S. Wheeler President and Chairman of the Board of Directors Wheeler Real Estate Investment Trust, Inc. Riversedge North, 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia  23452
Re: Wheeler Real Estate Investment Trust, Inc.
Amendment No. 2 to Registrati on Statement on Form S-11
  Filed February 14, 2012   File No. 333-177262

Dear Mr. Wheeler:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. In your next amendment, please provide upda ted operating data and audited financial
statements for the year ended December 31, 2011.
 2. We note your response to comment 3 of our letter dated January 24, 2012.  We are unable
to locate the requested revision and we therefore reissue our prior comment.
 Prospectus Cover Page

 3. Please include the risk that your estimate d dividend will significantly exceed your
estimated cash available for distributions fo r the twelve months following the offering
and is expected to be paid with offering proceeds.  Please include a similar summary
section risk factor.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. February 24, 2012 Page 2

 Formation Transactions, page 5

 4. We have reviewed your response to comment 4.  Please tell us how you determined the 3
properties 50% owned and 50% managed by J on Wheeler through his interest in Plume
Street Financial, are cont rolled by Jon Wheeler.
 Distribution Policy, page 40

 5. Please revise the third paragraph to address whether any subordinated dividends that are
unpaid will accrue.
 6. Given the significant coverage shortfall, plea se revise the table to include line items
showing the cash shortfall th at is expected to be paid with offering proceeds.
 7. We note your estimated increase due to filled va cancies and other adjustments in footnote
three.  We do not believe you have a reasona ble basis to assume new leases on vacant
space.  With respect to assumed renewals, please provide us with your reasonable basis
for this assumption.  In addition, please advise us how this assumption compares to your three-year historical average for renewals.  Please also confirm that the table reflects
assumed tenant improvements and leasi ng commissions that you believe would be
incurred with any assumed renewals.
 8. Please revise the first sentence of footnote 4 to add the inadvertently omitted word.  In
addition, please remove the adjustments for assumed expense reductions or provide us a
detailed analysis of why you believe you have a reasonable basis for these adjustments.
 9. Please advise us how your estimated capital improvements in footnote 6 compare to your
historical three year averag e of capital improvements from 2009 to 2010.  Please provide
a table that supports your estimated cap ital improvements within the footnote.
 10. We note your assumption in footnote 7 that you will refinance maturing indebtedness.
Please quantify the amount of assumed refinancing.
 11. In the last paragraph, you indi cate that the table does not reflect revenue from renewed
leases.  This seems to conflict with footnote 3.  Please revise or advise.

Future Liquidity Needs, page 58

 12. We note that you have included a table of Mr . Wheeler’s property acquisitions.  Please
relocate this disclosure to the prior performan ce section or advise why this is relevant to
liquidity.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. February 24, 2012 Page 3

 Environmental Matters, page 82

 13. We note your revised disclosure.  Please confir m to us that you continue to believe that
your properties comply in all material respec ts with all federal and state regulations
regarding hazardous or toxic substan ces and other environmental matters.

Appendix A

 Prior Performance Tables, page A-1

 14. Please revise your narrative introduction to incl ude a page cross-refere nce to the narrative
summary in the registration statement.  Pleas e refer to Instructions to Appendix II to
Guide 5
 15. Please revise your introduction to include a discussion of the factors considered in
determining which previous programs had “s imilar investment objectives” to yours.
Please refer to Instructions  to Appendix II in Guide 5.

Table I

Experience in Raising and Investing Funds, page A-2

16. Please revise the “percent available for invest ment column” to reflect 100%.  In addition,
please advise why the last column is “N/A.”
 17. Please revise to clarify in Table I on page A- 2 the “other (explain)” acquisition cost of
$124,997.01 for the Shops at Liberty Square.
 Table III

 Operating Results of Prior Programs, page A-4

 18. It does not appear that all your  tax and distribution data in  Table III and Table IV is
presented per $1000 invested.  Please revise or advise.
 19. Please revise to include the amount (in percen tage terms) remaining invested in program
properties at the end of the last year reporte d in the Table (origina l total acquisition cost
of properties retained divided by original to tal acquisition cost of all properties in
program).  Please refer to Table III in Guide 5.
 Table IV

 20. Table IV should be presented on an aggregate ba sis rather than a per year basis.  Please
revise accordingly.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. February 24, 2012 Page 4

 Table V

 21. Please include a “total” cost column that sums  up the original mortga ge financing column
and total acquisition cost column.
 22. Please advise us why the Brandy Hill Plaza and Goldenrod Plaza investments are not
described in the “Adverse Business Developments” section on page 63.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 in the filing; and

 the company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. February 24, 2012 Page 5

 You may contact Eric McPhee, Staff A ccountant, at 202-551-3693 or Daniel Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Sandra B. Hunt er, Staff Attorney, at
202-551-3758 or me at 202-551-3852 with any other questions.

Sincerely,
   /s/ Michael McTiernan     Michael McTiernan
Assistant Director
 cc: Bradley A. Haneberg, Esq.  Kaufman & Canoles, P.C.  Via E-mail

January 24, 2012
 Via E-mail

Jon S. Wheeler President and Chairman of the Board of Directors Wheeler Real Estate Investment Trust, Inc. Riversedge North, 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia  23452
Re: Wheeler Real Estate Investment Trust, Inc.
Amendment No. 1 to Registrati on Statement on Form S-11
  Filed January 10, 2012   File No. 333-177262

Dear Mr. Wheeler:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note your response to comment 1 of our letter dated November 8, 2011 in which you
indicate that you have submitted copies of various graphics and photographs in .jpg format.  We are unable to locate this mate rial and we therefore reissue our prior
comment.  Please provide us with copies of  any graphics, maps, photographs, and related
captions or other artwork including logos that you intend to use in the prospectus.  Such
graphics and pictorial repr esentations should not be in cluded in any preliminary
prospectus distributed to prospect ive investors prior to our review.
2. We note your response to comment 7 and your an alysis regarding prior programs.  Please
provide us a summary of any equity financi ng used by Wheeler Interests in the last 10
years to fund property investments.  The an alysis should address, among other things, the
investment rights of any third- party equity investors.  We may have further comment.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 2

3. We note your response to comment 20 of our letter dated November 8, 2011 in which
you indicate that the annualized  rent does not reflect the impa ct of tenant concessions.
Please replace or accompany your rent per leased  square foot data w ith effective rent per
leased square foot.
Formation Transactions, page 5

 4. We have reviewed your response to comment 5.  Please tell us, and disclose in your next
amendment, how you determined that each  of the 9 properties you will own after
completion of the formation transactions is  currently controlled by Jon Wheeler.  The
method by which Jon Wheeler controls each prope rty is not clear.  In your response,
please provide additional details about the agreements referenced in your response,
between Jon Wheeler and the Ownership Entitie s.  Additionally, if there is a written
agreement between the members obligating them to act together, please provide us with a
copy of that agreement.

5. We have reviewed your response to comment 5.  Please tell us how you have determined
that the contingent considerat ion be paid or received for the Amscot Building, Monarch
Bank and Riversedge North properties should be  accounted for as equity, rather than a
liability.  We note that it appears the vari able the contingent consideration will be
determined by is the value of the asset, not the value of the units to be exchanged.  Refer
to ASC 805-30-35-1B and 480-10-25-14B.

Distribution Policy, page 40

 6. Please provide us a copy of the contract pur suant to which Mr. Wh eeler has agreed to
subordinate his rights to dist ributions.  Please advise us why you determined that the
contract should not be filed as an exhibit.
 7. Please substantially revise the distribution tabl e to reflect the estimat ed cash available for
distribution for the 12 month peri od after the date of the fina ncial statements included in
the registration statement.  The table shoul d be anchored by historical pro forma net
income and should only include adjustments for which you are able to demonstrate a
reasonable basis.  In addition, please confirm the projected in itial distribution includes the
subordinated distribution, a nd please disclose that it assumes a 7% yield.
 Selected Financial Data, page 45

 8. Please include a cross-reference in footnot e two to the discussion of FFO on page 52.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 3

 Management’s Discussion and Analys is of Financial Condition…, page 46

 Liquidity and Capital Resources, page 56

 9. Please provide all disclosures required by Item 10(b) of Regulation S-K for any
projections.  Additionally, pleas e revise the name of the m easure projected net operating
income, as the measure excludes many items th at are included in net operating income.
 If you choose to project a non-GAAP financ ial measure, please also include the
disclosures required by Item 10(e) of Regulation S-K.
 Future Liquidity Needs, page 58

 10. Please remove the duplicated disclosure rega rding your estimated distribution and include
disclosure regarding your anticipated liquid ity needs based on your acquisition strategy,
existing property capital expenditure plans,  anticipated debt principal and interest
payments, and other anticipated cash needs.
 Recent Leasing Activity, page 79

 11. Please quantify the weighted average lease spreads on renewals.

1. Basis of Presentation, page F-4

 12. Please revise your pro forma financial statem ents to reflect only the minimum offering
scenario, as you are conducti ng a best-efforts offering.
 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2011, page F-4

13. Please tell us why the conversion of 126,250 sh ares of preferred stock to common stock
will generate $505,000 in cash.  We note from page 57 that you received $505,000 on September 4, 2011, from the sale of these preferred shares.
 Item 33. Recent Sales of Unregistered Securities, page II-1

 14. Please include the private placement of warrants that will occur in connection with this
offering.
 Exhibit 5

 15. Assumption #5 in both the legal and tax opinions is too broad.  Please direct counsel to
revise the assumption to specify a par ticular provision(s) of the charter.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 4

 Exhibit 8

 16. Please direct counsel to revise the penultimat e paragraph to remove  the language stating
that the opinion is “solely” for the use of the a ddressee, as this suggest s that it may not be
relied upon by investors in the offering.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 in the filing; and

 the company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. January 24, 2012 Page 5

 You may contact Eric McPhee, Staff Acc ountant, at 202-551-3693 or Daniel Gordan,
Accounting Branch Chief, at 202-551-3486 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Sandra B. Hunt er, Staff Attorney, at
202-551-3758 or me at 202-551-3852 with any other questions.

Sincerely,
   /s/ Michael McTiernan     Michael McTiernan
Assistant Director
 cc: Bradley A. Haneberg, Esq.  Kaufman & Canoles, P.C.  Via E-mail

November 8, 2011
 Via E-mail

Jon S. Wheeler President and Chairman of the Board of Directors Wheeler Real Estate Investment Trust, Inc. Riversedge North, 2529 Virginia Beach Blvd., Suite 200 Virginia Beach, Virginia  23452
Re: Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11 Filed October 12, 2011
  File No. 333-177262

Dear Mr. Wheeler:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please provide us with copies of any graphi cs, maps, photographs, and related captions or
other artwork including logos th at you intend to use in the pr ospectus.  Such graphics and
pictorial representations should not be included in any prelim inary prospectus distributed
to prospective investor s prior to our review.

2. Please provide us with support for all quant itative and qualitative business and industry
data used in the registration st atement.  For example, we not e your disclosure and charts
on pages 62-64.  The requested information should be filed as EDGAR correspondence
or, alternatively, should be se nt in paper form accompanied by a cover letter indicating
that the material is being provided pursuant  to Securities Act Ru le 418 and that such
material should be returned to the registrant  upon completion of the staff review process.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 2

 Summary Risk Factors, page 3

3. Please revise your summary risk factors sect ion to include the principal factors which
make this particular offering risky.  For exam ple, please consider addressing risks related
to your external management structure, the c ontribution transactions, your debt levels and
your geographic concentration.
Formation Transactions, page 5
4. Please provide us a copy of the Amsco t/Monarch/Riversedge North contribution
agreement.
5. Please disclose how you will account for the formation transactions.  Please tell us
whether any of the Ownership Entities will be ac counted for at historical cost subsequent
to the formation transactions, and if so, pl ease tell us how you determined this was the
appropriate accounting treatment.  Additionall y, please disclose how you will account for
the contingent consideration to be paid  for the Amscot Building, Monarch Bank and
Riversedge North properties.  Please refer to the applic able accounting literature you
relied on in coming to this determination.
Our Structure, page 8
6. Please revise the diagrams to reflect the cont ractual relationship of the external manager
and the fact that insiders and prior investors will own OP units.
Use of Proceeds, page 39
7. We note that a substantial portion of the offering proceeds are not dedicated to any
specified purpose, and thus the offering appear s to be a blind pool offering.  Please revise
the registration statement to comply with a pplicable provisions of Industry Guide 5.
Refer to Securities Act Release 33-6900.
8. Please revise your disclosure to include cash amounts to be paid to the Prior Owners.
Distribution Policy, page 40
9. We note that you intend to disclose your es timated dividend payments.  Please provide
quantitative disclosure that demonstrates that  you have a reasonable basis for your belief
that you will have available cash flows su fficient to cover the estimated dividend.
 10. Please expand the discussion of the subordinate d distribution to clarify whether this will
be a contractual arrangement or if Mr. Wheel er will hold a special class of common units.

11. We note you indicate on page 35 that you may fu nd distributions out of the net proceeds
of this offering.  Please revise your disclo sure in this section and on page 10 to
affirmatively state that you ma y pay distributions out of the net proceeds of this offering.

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 3

12. Please advise us why you have included a desc ription of funds from  operations in this
section.
Dilution, page 43

13. Please provide the relative contribution disc losure required by Item 506 of Regulation S-
K, or advise us why you be lieve it is not necessary.
14. Please advise us how the earn-out provision in the Amscot/Monarc h/Riversedge North
contribution agreement is reflected in the dilution disclosures.
Management’s Discussion and Analys is of Financial Condition…, page 46
 15. Please include the table of contractual obligat ions required by Item 303(a)(5), or advise
us why you believe it is not required.
 Overall Company Trends, page 47

 16. Please expand your disclosure to discuss portf olio same store occupancy and rent psf
trends.

17. We note your disclosure regarding your su ccess in navigating the recent recession.  For
each of the properties mentioned, please pr ovide us information on the percentage
changes in same store NOI over the past thr ee years.  We may have further comment.

Results of Operations, page 54

 18. Please expand your disclosure to provide an analysis on the relative contribution of
changes in same store occupancy, base rent and percentage rent to overall changes in
revenues.
 Liquidity and Capital Resources, page 56

19. Please revise your discussion of  Liquidity and Capital Resources in your next amendment
to provide a more comprehensive discussi on of your liquidity needs over the next 12
months.  Additionally, please provide additional details about any conditions that must be
met in order for you to extend the debt maturing in April 2012, and whether you are currently in compliance with those conditions.
 Description of Our Properties, page 65

20. Please confirm to us that annualized rent reflects the impact of tenant concessions.
 Outstanding Indebtedness, page 77

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 4

 21. We note from your disclosure that you have not yet received consents from any of the
lenders related to your assumption of the out standing debt of the Ownership Entities.
Please provide disclosure related to this in your discussion of Liquidity and Capital
Resources, and additionally, disc lose what the potential ramifi cations would be if you are
not able to obtain consents from all of the lenders.
Proprietary Management a nd Leasing Strategy, page 78

22. Please provide a summary of your leasing activ ity for the last year, including the number
and square footage of both new leases and renewed leases, the cost psf of tenant
improvements and leasing commissions on new and renewed leases, and, with respect to
renewed leases, the relationship be tween the new and old rent rate.
 Biographical Summaries of Director s and Executive Officers, page 83

 23. We note you indicate that Steven M. Belote has been affiliates with and held various
roles in many organizations, including the Eastern Shore of Virginia United Way, the
Virginia Bankers Association, Maryland Financial Bank and Bay Beyond, Inc. (Blue
Crab Bay Co.), among others.  Please revise you r disclosure to iden tify the positions and
the dates during which Mr. Belote served  in those positions for each organization
identified.

Release of Guarantees, page 94

 24. Please provide disclosure in the summary s ection about the releas e of Mr. Wheeler’s
guarantees.
 Other Related Party Transactions, page 95

 25. We note your disclosure about the loans ma de by Mr. Wheeler to the company that
allowed the company to address LTV and pr incipal curtailment requirements of a
mortgage lender.  In your MD&A section, pl ease provide a discussion of the potential
liquidity impacts of th ese types of provisions in your mo rtgages, the percentage of your
mortgages that have these t ypes of provisions and the frequency with which they have
triggered capital requirements.
 Investment Policies, page 96

 26. You disclose on page 29 that your board of directors may change your investment
policies without stockholder approval.  Plea se disclose how and when you will inform
your stockholders of such alterati ons to your investment policies.
 Principal Stockholders, page 118

27. Please identify, in a footnote to the table, any individuals who c ontrol the voting and

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 5

 dispositive powers of the shares held by Argosy Real Estate VI, LP.
 Plan of Distribution, page 153

 28. Please disclose any historical banking and co mmercial dealings between the underwriters
and the company or its affiliates.
 Legal Matters, page 155

 29. Please reference the tax opinion.
 Index to Financial Statements, page F-1

 30. Please tell us how you determined pro forma fi nancial statements we re not required for
this transaction.  Please refer to a ny accounting literature you relied upon.
 31. Please tell us how you determined it was a ppropriate to present combined financial
statements for the Ownership Entities in lieu  of separate financia l statements. If these
entities are under common control, please cl arify whose control they are under.  In
addition, please tell us how control was determ ined prior to the fo rmation transactions,
referencing the appropria te accounting literature.
 32. Please revise your financial statements in your next amendment to provide comparable
prior year financial statements for the six months ended June 30, 2011, or tell us why you
believe these are not required.

Organization and Basis of Presenta tion and Consolidation, page F-8

 33. We note the disclosure that  the entities are largely under common ownership.  Please
revise this disclosure to make it clear wh ich entities are under common control and which
are not and how these determinations were made.
 Investment Properties, page F-9

 34. We note from your disclosure in Note 10 th at over $1.3 million has been paid to the
lender of the mortgage on The Shoppes at Ea gle Harbor to satisfy loan-to-value and
principal curtailment requirements.  Please te ll us what the current book value of this
property is, and tell us how you determined  it was not impaired as of June 30, 2011.
 10. Related Party Tran sactions, page F-19

 35. We note your disclosure that you consider the terms of the lease agreement with Wheeler
Interests to be comparable to those received  by other nonrelated thir d parties.  We also
note in your table on page 77 that the rent paid  by Wheeler Interests,  on a per square foot

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 6

 basis, significantly exceeds the average per square foot rent at any of your other
significant tenants.  Please te ll us how you determined that the terms of this related party
transaction are comparable to those recei ved by other nonrelated third parties, and
include any specific data used in arriving at that determination.
 10. Related Party Tran sactions, page F-19

 36. You disclose that the amounts owed to rela ted parties by The Shoppes at Eagle Harbor
will be satisfied as a result of  the transactions occurring in conjunction with the Offering.
Please clarify how these amounts will be satisfied, and if any of the proceeds of the
offering will be used to repay these amounts.
 Undertakings, page II-2

 37. Please include the undertakings required by Item  512(a) of Regulation S-K, or advise us
why you believe they are not required.

Exhibit Index

 38. We note you indicate that a number of your e xhibits are to be filed by amendment.
Please file all required exhibits as promptly as  possible.  If you are not  in a position to file
your legal and tax opinions with the next am endment, please file a draft copy on EDGAR
as correspondence.
39. We note the exhibit list includes “form of” agreements.  Please advise us if you do not
intend on filing final, executed agreements pr ior to effectiveness of the registration
statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Jon S. Wheeler Wheeler Real Estate Investment Trust, Inc. November 8, 2011 Page 7

  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 in the filing; and

 the company may not assert staff comments a nd 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Eric McPhee, Staff A ccountant, at 202-551-3693 or Daniel Gordon,
Accounting Branch Chief, at 202-551-3486 if you have questions regarding comments on the
financial statements and related matters.  Please  contact Sandra B. Hunt er, Staff Attorney, at
202-551-3758 or me at 202-551-3852 with any other questions.

Sincerely,
   /s/ Michael McTiernan     Michael McTiernan
Assistant Director
 cc: Bradley A. Haneberg, Esq.  Kaufman & Canoles, P.C.  Via E-mail