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