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.