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.