SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549







FORM
10-K/A




(Amendment
No. 1)




(adding
Items 10 –14 and amending Item 15 only)




FOR
ANNUAL AND TRANSITION REPORTS


PURSUANT
TO SECTIONS 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




(Mark
One)


x
              ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended  December 31,
2008





OR





o
            TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from
__________  to  __________





Commission
File Number 0-29359





WILSHIRE
ENTERPRISES, INC.


(Exact
Name of Registrant as Specified in Its Charter)







Delaware
              
              84-0513668(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              
              (I.R.S.
      Employer Identification No.)





1
      Gateway Center, Newark, New Jersey
                    
                    07102(Address
      of Principal Executive Offices)
                    
                    (Zip
      Code)





Registrant’s
telephone number, including area code  (201)
420-2796




Securities
registered pursuant to Section 12(b) of the Act:




Title of each class
                      
                      Name of Each Exchange on Which
      RegisteredCommon
      Stock, $1.00 par value
                      
                      American
      Stock
Exchange





Securities
      registered pursuant to Section 12(g) of the Act:None(Title
      of Class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




Yes:
                  
                  
                  No:
                  x





Indicate by a check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.





Yes:
                    
                    
                    No:
                    x





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes:
                x
                
                No:





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):




Large
      Accelerated Filer:
              
              
              Accelerated
      Filer:Non-accelerated
      filer:
              x
              
              Smaller
      ReportingCompany:





Indicate
by check mark whether the registrant is a shell company (as defined
in




Rule 12b-2
of the Exchange Act.)




Yes:
              
              
              No:
              x





The
aggregate market value of the voting common equity of the registrant held by
non-affiliates of the registrant computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter (June 30, 2008), was $14,519,000.





The
number of shares outstanding of the registrant’s $1 par value common stock, as
of March 19, 2009, was 8,051,248.










EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K (the “Annual
Report”) of Wilshire Enterprises, Inc. (the “Company” or “Wilshire”) filed with
the Securities and Exchange Commission (the “SEC”) on March 31, 2009 is filed
solely for the purpose of including information that was to be incorporated by
reference from the Company’s definitive proxy statement pursuant to Regulation
14A of the Securities Exchange Act of 1934. The Company will not file its proxy
statement for its annual meeting of stockholders to be held later in 2009 within
120 days of its fiscal year ended December 31, 2008, and is therefore amending
and restating in their entirety Items 10, 11, 12, 13 and 14 of Part III of the
Annual Report. In addition, pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, we are including with this Amendment No. 1 certain
currently dated certifications. Except as described above, no other amendments
are being made to the Annual Report. This Form 10-K/A does not reflect events
occurring after the March 31, 2009 filing of our Annual Report or modify or
update the disclosure contained in the Annual Report in any way other than as
required to reflect the amendments discussed above and reflected
below.





TABLE OF
CONTENTS




Item
                
                
                PagePART
      III
                10.
                Directors,
      Executive Officers and Corporate Governance
                
                111.
                Executive
      Compensation
                
                612.
                Security
      Ownership of Certain Beneficial Owners and Management
      and  Related Stockholder Matters
                
                1313.
                Certain
      Relationships and Related Transactions, and Director
      Independence
                
                1614.
                Principal
      Accountant Fees and Services
                
                16PART
      IV
                15.
                Exhibits
      and Financial Statement Schedules
                
                18SIGNATURES
                
                19EXHIBIT
      INDEX
                
                20




-i-





PART
III




Item
10.          Directors,
Executive Officers and Corporate Governance.




Board
of Directors




The
Company’s current Restated Certificate of Incorporation and By-Laws provide for
a seven member Board of Directors divided into three classes of directors
serving staggered three-year terms.  The term of office of directors
in Class I expires at the annual meeting to be held in 2011, Class II at the
annual meeting to be held later in calendar 2009 and Class III at the following
succeeding annual meeting.  The following table provides information
regarding the members of our Board of Directors:





Name
                            
                            Class
                            
                            Principal
      Occupation
                              and Age (a)(b)
                            
                            Year
      Became
                              Director
      of
                              the CompanyMiles
      Berger
                            
                            I
                            
                            Chairman
      of Berger Organization, Real Estate Management and Development Company,
      Newark, NJ Age 55
                            
                            2002Milton
      Donnenberg
                            
                            II
                            
                            Formerly
      President, Milton Donnenberg Assoc., Realty Management, Carlstadt,
      NJ
                              Age
      85
                            
                            1981S.
      Wilzig Izak
                            
                            II
                            
                            Chairman
      of the Board since September 1990; Chief Executive Officer since May 1991;
      Executive Vice President (1987-1990); prior thereto, Senior Vice
      President
                              Age
      50
                            
                            1987James
      M. Orphanides
                            
                            III
                            
                            Chairman
      Emeritus of First American Title Insurance Company of New York (“First
      American”) and a director of First American (December 31, 2007 to
      present); President, CEO and Chairman of the Board of First American (1996
      through 2007), New York, NY; also a director of CB Richard Ellis Realty
      Trust, a public company, since 2006
                              Age
      58
                            
                            January
      9, 2009
  -1-
  Eric
      J. Schmertz, Esq.
                          
                          I
                          
                          Of
      Counsel to the Dweck Law Firm; Distinguished Professor Emeritus and
      formerly Dean, Hofstra University School of Law, Hempstead,
NY
                            Age
      82
                          
                          1983Kevin
      B. Swill
                          
                          III
                          
                          President
      and Chief Operating Officer since January 5, 2009; President of
      Westminster Capital, the financing arm of The Kushner Companies, a
      multi-billion dollar real estate development and management company based
      in New York, and President of Kushner Properties, which oversees
      a  portfolio of office, retail and industrial properties in New
      York, New Jersey and Pennsylvania (2001 through November
2008)
                            Age
      43
                          
                          December
      5, 2008W.
      Martin Willschick
                          
                          III
                          
                          Manager,
      Capital Markets, City of Toronto, Canada
                            Age
      56
                          
                          1997









(a)
            Except
      as indicated above, no nominee or director is a director of any other
      company with a class of securities registered pursuant to Section 12 of
      the Securities Exchange Act of 1934 or subject to the requirements of
      Section 15(d) of that Act or any company registered as an investment
      company under the Investment Company Act of
  1940.





(b)
            Mr.
      Donnenberg is Ms. Izak’s uncle by marriage.  Mr. Willschick is
      Ms. Izak’s first cousin.





Upon his retirement in January 2009,
Ernest Wachtel, who had served as a director of the Company since 1970, was
named Director Emeritus.





In March, 2005, the Board of Directors
created a new position of presiding director, whose primary responsibility is to
preside over periodic sessions of the Board of Directors in which management
directors do not participate.  The presiding director also advises the
Chairman of the Board and Committee chairs with respect to agendas and
information needs relating to the Board and Committee meetings, provides advice
with respect to the selection of Committee chairs and performs other duties that
the Board may from time to time delegate to assist the Board in the fulfillment
of its responsibilities.  The non-management members of the Board of
Directors have designated Eric J. Schmertz to serve in this
position.  Stockholders and other parties interested in communicating
directly with the presiding director or with the non-management directors as a
group may do so by writing to Presiding Director, Wilshire Enterprises, Inc., 1
Gateway Center, Newark, New Jersey 07102.




-2-





Independence





Since the adoption of the
Sarbanes-Oxley Act in July 2002, there has been a growing public and regulatory
focus on the independence of directors.  The American Stock Exchange
(the “AMEX”) has its own definition of independence.  Additional
requirements relating to independence are imposed by the Sarbanes-Oxley Act with
respect to members of the Audit Committee.  All of the non-employee
members of the Board of Directors, and, accordingly, all members of the Audit
Committee, Compensation Committee and Nominating Committee of the Board, have
been determined to be “independent” pursuant to the definition contained in the
AMEX’s Corporate Governance Rules and under the SEC’s Rule 10A-3.





Board
of Directors’ Meetings





The Board of Directors of the Company
holds periodic meetings as necessary to deal with matters which it must
consider.  The Board of Directors has an Audit Committee, a
Compensation Committee, an Executive Committee, a Nominating Committee and,
since December 2008, a Strategic Planning Committee.  During
2008,the full
Board met a total of 12 times, the Audit Committee five times, the
Compensation Committee one time, the Nominating Committee one time, the
Executive Committee did not meet and the Strategic Planning Committee met one
time.  Each Board member attended at least 75% of the aggregate of the
Board and committee meetings (of committees on which each such director served)
held during 2008.





Executive
Committee





The Board of Directors has an Executive
Committee, which consists of S. Wilzig Izak (Chair), W. Martin Willschick and
Eric J. Schmertz, Esq.  This Committee may exercise all authority of
the full Board with the exception of specified limitations relating to major
corporate matters.





The
Audit Committee





The Audit Committee of the Board of
Directors serves to:  (a) oversee the accounting and financial
reporting processes of the Company, internal controls of the Company, and audits
of the financial statements of the Company; (b) assist the Board of Directors in
its oversight of (i) the integrity of the Company’s financial statements,
(ii) the Company’s compliance with legal and regulatory requirements, (iii) the
independent auditors’ qualifications and independence, (iv) the performance
of the Company’s internal audit functions and its independent auditors, and
(v) the accounting and financial reporting processes of the Company; and
(c) prepare the Audit Committee report for inclusion in the proxy statement as
required by the SEC.





The members of the Audit Committee are
Mr. Willschick (Chair), Mr. Schmertz and Mr. Donnenberg.





The Board of Directors has determined
that W. Martin Willschick constitutes an “audit committee financial expert”, as
such term is defined by the SEC.  As noted above, Mr. Willschick
- as well as the other members of the Audit Committee - has been determined to
be “independent” within the meaning of SEC and AMEX regulations.




-3-





Compensation
Committee





The Compensation Committee of the Board
serves to: (a) assist the Board in establishing and maintaining compensation and
benefits policies and practices that support the successful recruitment,
development and retention of talent in order to achieve the Company’s business
objectives and optimize long-term financial returns; and (b) assist the Board in
discharging its responsibilities for compensating the Company’s
executives.





The members of the Compensation
Committee are Mr. Schmertz (Chair) and Mr. Berger.





Nominating
Committee





The purposes of the Nominating
Committee are to: (a) identify and screen individuals qualified for nomination
to the Board; (b) recommend to the Board director nominees for election at each
meeting of stockholders at which directors are to be elected and recommend to
the Board individuals to fill any vacancies on the Board that arise between such
meetings; and (c) recommend to the Board directors for appointment to each
committee of the Board.





The members of the Nominating Committee
are Mr. Berger (Chair), Mr. Orphanides and Mr. Donnenberg.





Strategic
Planning Committee





In December 2008, the Board established
a Strategic Planning Committee, which consists of S. Wilzig Izak, Miles Berger,
Eric J. Schmertz, Esq., Kevin B. Swill and James M. Orphanides
(Chair).  The purpose of this Committee is to explore possible
alternative strategies for the Company’s future with the goal of ultimately
enhancing stockholder value for all of the Company’s stockholders.





-4-





Executive
Officers





The
following table identifies the current executive officers of the
Company:




Name
            
            Age
            
            Capacities in
              Which Serving
            
            In Current
              Position SinceS. Wilzig Izak
      (1)
            
            50
            
            Chairman
      of the Board and Chief Executive Officer
            
            1990Kevin
      B. Swill (1)
            
            43
            
            President
      and Chief Operating Officer
            
            January
      5, 2009Francis
      J. Elenio (2)
            
            42
            
            Chief
      Financial Officer
            
            September,
      2006







(1)
            For
      descriptions of Ms. Izak’s and Mr. Swill’s respective business
      backgrounds, see “Board of
Directors”.




(2)
            Mr.
      Elenio joined the Company in September, 2006 as its Chief Financial
      Officer.  On September 4, 2007, the Company entered into a
      letter agreement with Mr. Elenio, under which he continues to be employed
      by the Company while also providing services to an unaffiliated
      company.  Pursuant to the letter agreement, Mr. Elenio continues
      to serve, on an "at-will" basis, as the Company's Senior Vice President
      and Chief Financial Officer, at a reduced annual salary of
      $50,000.  He served as Chief Financial Officer of WebCollage,
      Inc. (a private company engaged in on-line content syndication) from
      March, 2006 to September, 2006, and as Interim Chief Financial Officer of
      TWS Holdings, Ltd. (a private company engaged in business process
      outsourcing) from November, 2005 to March, 2006.  Prior to that
      he served as Chief Financial Officer and a director of RoomLinx, Inc. (a
      public company which provides wireless high-speed network solutions to the
      hospitality industry) from December, 2003 to November, 2005, and as Chief
      Financial Officer, Secretary and Treasurer of GoAmerica, Inc. (a public
      company which provides online wireless relay services to the deaf and hard
      of hearing community) from January, 1999 to August,
  2003.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires our directors, officers, and stockholders who beneficially own more
than 10% of any class of our equity securities registered pursuant to Section 12
of the Exchange Act, to file initial reports of ownership and reports of changes
in ownership with respect to our equity securities with the Securities and
Exchange Commission.  All reporting persons are required to furnish us
with copies of all reports that such reporting persons file with the SEC
pursuant to Section 16(a).  Based on our records and other
information, we believe that in 2008 our directors and our executive officers
who are subject to Section 16 met all applicable filing
requirements.




Code
of Ethics





The Company has adopted a Code of
Ethics that applies to its principal executive officer, principal financial
officer, principal accounting officer or controller and persons performing
similar functions.  A copy of the Code of Ethics is available on the
Company’s website (http://
www.wilshireenterprisesinc.com) under the caption “Corporate
Policies.”




-5-





Item
11.  Executive Compensation




Compensation
Discussion and Analysis




General





During 2006, the SEC substantially
revised the disclosures that we are required to make with respect to executive
compensation.  As part of the SEC’s revised executive compensation
discussion requirements, issuers must provide a “Compensation Discussion and
Analysis” in which issuers explain the material elements of their compensation
of executive officers by describing the following:





·
            the
      objectives of the issuer’s compensation
  programs;


·
            the
      conduct that the compensation programs are designed to
    reward;


·
            the
      elements of the compensation
program;


·
            the
      rationale for each of the elements of the compensation
      program;


·
            how
      the issuer determines the amount (and, where applicable, the formula) for
      each element of the compensation program;
and


·
            how
      each element and the issuer’s decisions regarding that element fit into
      the issuer’s overall compensation objectives and affect decisions
      regarding other elements of the compensation
  program.





Our compensation philosophy is dictated
by the Compensation Committee of our Board of Directors.  The duties
and responsibilities of the Compensation Committee, which consists entirely of
independent directors of the Board, include the following:





·
            administer
      the employee benefit plans of the Company designated for such
      administration by the Board;




·
            establish
      the compensation of the Company’s Chief Executive Officer (subject to the
      terms of any existing employment
agreement);




·
            with
      input from the Company’s Chief Executive Officer, establish or recommend
      to the Board the compensation of the Company’s other executive officers
      (subject to the terms of any existing employment agreements);
      and




·
            monitor
      the Company’s overall compensation policies and employment benefit
      plans.




S. Wilzig Izak, our Chairman of the
Board and Chief Executive Officer, participates in determinations regarding the
compensation and design of our benefit programs for all employees, including our
other executive officers.  However, she does not participate in
determining her own compensation.




-6-





Our Compensation Objectives and the
Focus of Our Compensation Rewards





We believe that an appropriate
compensation program should draw a balance between providing rewards to
executive officers while at the same time effectively controlling compensation
costs.  We reward executive officers in order to attract highly
qualified individuals, to retain those individuals in a highly competitive
marketplace for executive talent and to motivate them to perform in a manner
that maximizes our corporate performance.





We view executive compensation as
having two key elements:





·
            a
      current cash compensation program consisting of salary and cash bonus
      incentives; and


·
            long-term
      equity incentives reflected in grants of stock options and/or restricted
      stock awards.





We do not provide executive officers
with significant perquisites or other benefits.





We annually review our mix of short
term performance incentives versus longer term incentives.  We do not
have set percentages of short term versus long term
incentives.  Instead, we look to provide a reasonable balance of those
incentives.





We compare our salaries and other
elements of compensation against the salaries and other compensation measures of
other public companies in our industry by reviewing the proxy statements of such
other companies.  However, we do not prepare formal benchmarking
studies.  The Compensation Committee believes that the compensation
paid to the Company’s Chief Executive Officer is less than the compensation paid
to chief executive officers at other comparably sized real estate
companies.





During 2008, none of the Named Officers
received a salary increase, bonus or grant of restricted stock or stock
options.





Specific Elements of Our Compensation
Program





We have described below the specific
elements of our compensation program for executive officers.





Salary.  We pay
salaries to our Named Officers in order to fairly compensate them for their
day-to-day responsibilities in managing our business.  Ms. Izak’s
salary was not increased for 2008.  As stated above, the Compensation
Committee believes that Ms. Izak is paid less than what chief executive officers
at other comparably sized real estate companies receive.  Pursuant to
a September 4, 2007 letter agreement with the Company, during 2008, Mr. Elenio
continued to serve as the Company's Senior Vice President and Chief Financial
Officer at a reduced annual salary of $50,000, while he also provided services
to an unaffiliated company.  See “Employment Agreements and Other
Arrangements with Executive Officers” for information concerning the employment
agreement with Kevin B. Swill, who joined the Company on January 5, 2009 as
President and Chief Operating Officer.




-7-





Bonus.  Bonuses are
designed to motivate executives by rewarding their individual performance and
contribution to the Company’s financial performance.  In connection
with the Company’s continuing efforts to contain costs and in light of the
Company's efforts to sell or merge the Company during 2008, no bonuses were
granted to the Company’s Chief Executive Officer or the Chief Financial Officer
for 2008.





Long-Term Incentive
Compensation.  We provide long-term incentives to our executive
officers through our 2004 Stock Option and Incentive Plan.  We refer
to this as our Stock Option Plan.  The Compensation Committee did not
grant any stock options or restricted stock awards to the Chief Executive
Officer or the Chief Financial Officer in 2008.





Compliance with Sections 162(m) and
409A of the Internal Revenue Code





Section 162(m) of the Internal Revenue
Code denies a deduction to any publicly held corporation for compensation paid
to certain “covered employees” in a taxable year to the extent that compensation
exceeds $1,000,000 for a covered employee.  Certain performance-based
compensation that has been approved by our shareholders is not subject to this
limitation.  As a result, stock options granted under our Stock Option
Plan are not subject to the limitations of Section 162(m).  However,
restricted stock awards under our Stock Option Plan generally will not be
treated as performance-based compensation.  Restricted stock award
grants made to date under the Stock Option Plan have not been at levels that,
together with other compensation, approached the $1,000,000
limit.  Also, since we retain discretion over cash bonuses, those
bonuses also will not qualify for the exemption for performance-based
compensation.  Since none of the Company’s executive officers had
compensation in excess of $1,000,000 for 2008, Section 162(m) was not
applicable.





It is also our intention to maintain
our executive compensation arrangements in conformity with the requirements of
Section 409A of the Internal Revenue Code, which imposes certain restrictions on
deferred compensation arrangements.





Summary
of Cash and Certain other Compensation




The following table sets forth, for the
years ended December 31, 2008, 2007 and 2006, a summary of the compensation
earned by our Chief Executive Officer and our Chief Financial Officer, who were
our only executive officers as of December 31, 2008.  We refer to the
executive officers named in this table as the “Named Officers.”  Kevin
B. Swill joined the Company as President and Chief Operating Officer on January
5, 2009.




-8-





SUMMARY
COMPENSATION TABLE




Name and Principal
                  Position
                
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                StockAwards
                  ($)
                
                
                All OtherCompensation($)
                
                
                Total
                  ($)S.
      Wilzig Izak
                
                2008
                
                
                218,000
                
                
                
                0
                
                
                
                0
                
                
                
                28,769
                
                
                
                246,769Chairman
      of the Board (Chief
                
                2007
                
                
                218,000
                
                
                
                180,000
                
                
                
                0
                
                
                
                28,769
                
                
                
                426,769Executive
      Officer)
                
                2006
                
                
                218,000
                
                
                
                0
                
                
                
                0
                
                
                
                28,769
                
                
                
                246,769Francis
      J. Elenio (1)
                
                2008
                
                
                50,000
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                50,000Chief
      Financial Officer
                
                2007
                
                
                133,333
                
                
                
                0
                
                
                
                0
                
                
                
                2,760
                
                
                
                136,0932006
                
                
                58,333
                
                
                
                0
                
                
                
                112,500
                
                
                
                12,760
                
                
                
                183,593








(1)
            Mr.
      Elenio joined the Company in September, 2006 as its Chief Financial
      Officer.  On September 4, 2007, the Company entered into a
      letter agreement with Mr. Elenio, under which he continues to serve as the
      Company's Senior Vice President and Chief Financial Officer at a reduced
      annual salary of $50,000, and also provides services to an unaffiliated
      company.





In the
table above:





·
            no
      stock awards were granted to the Named Officers in 2008 or 2007 and Mr.
      Elenio received stock awards in 2006;
and


·
            “all
      other compensation” for Ms. Izak 2008 includes $12,000 for a travel
      allowance and $16,769 for unused vacation
pay.





Grants
of Plan Based Awards





Neither of the Named Officers received
an option grant or a grant of restricted stock in 2008.





Outstanding
Equity Awards at December 31, 2008





The
following table sets forth, for each of the Named Officers, information
regarding stock options outstanding at December 31, 2008.  All of the
restricted stock awards previously granted to the Named Officers were fully
vested as of December 31, 2008.





-9-








Option
      AwardsName
                    (a)
                  
                  Number of
                    Securities
                    Underlying
                    Unexercised Options
                    (#)
                    Exercisable
                    (b)
                  
                  
                  Number of Securities
                    Underlying
                    Unexercised Options
                    (#)
                    Unexercisable
                    (c)
                  
                  
                  Option
                    Exercise
                    Price
                    ($)
                    (e)
                  
                  
                  Option
                    Expiration
                    Date
                    (f)S.
      Wilzig Izak
                  
                  
                  10,000
                  
                  
                  
                  0
                  
                  
                  
                  3.32
                  
                  
                  7/15/2012Francis
      J. Elenio
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0




In the
table above, we are disclosing:





·
            in
      column (b), the number of shares of our common stock underlying
      unexercised stock options that were exercisable as of December 31,
      2008;




·
            in
      column (c), the number of shares of our common stock underlying
      unexercised stock options that were not exercisable as of December 31,
      2008; and




·
            in
      columns (e) and (f), respectively, the exercise price and expiration date
      for each stock option that was outstanding as of December 31,
      2008.




Options Exercised and Stock Awards
Vested





Neither of the Named Officers exercised
stock options during 2008.  The following table sets forth, for each
of the Named Officers, information regarding stock awards that vested during
2008.  The phrase “value realized on vesting” represents the number of
shares of common stock set forth in column (d) multiplied by the market price of
our common stock on the date on which the Named Officer’s stock award
vested.





Stock AwardsName
                    (a)
                  
                  Number of
                    Shares Acquired
                    on Vesting
                    (#)
                    (d)
                  
                  
                  Value
                    Realized on
                    Vesting
                    ($)
                    (e)S.
      Wilzig Izak
                  
                  
                  8,667
                  
                  
                  
                  29,708Francis
      J. Elenio
                  
                  
                  16,333
                  
                  
                  
                  59,615





Employment
Agreements and Other Arrangements with Executive Officers





On March 29, 2004, the Company provided
S. Wilzig Izak, the Chairman of the Board and Chief Executive Officer, with a
severance agreement.  The agreement provides that on termination of
her employment for any reason other than termination for Cause (as defined), she
will receive a payment equal to $200,000.  The agreement was amended
on December 31, 2008 in order to comply with the provisions of Section 409A of
the Internal Revenue Code of 1986, as amended.





Mr.
Elenio joined the Company in September, 2006 as its Chief Financial
Officer.  On September 4, 2007, the Company entered into a letter
agreement with Mr. Elenio, under which he continues to serve as the Company's
Senior Vice President and Chief Financial Officer at a reduced annual salary of
$50,000, and also provides services to an unaffiliated company.




-10-





On
December 5, 2008, the Board appointed Kevin B. Swill as a member of the
Company's Board and the Board's Strategic Planning Committee.  Mr.
Swill joined the Company after serving since 2001 as President of Westminster
Capital, the financing arm of The Kushner Companies, a  real estate
development and management company based in New York, and President of Kushner
Properties, which oversees a  portfolio of office, retail and
industrial properties in New York, New Jersey and Pennsylvania.





The
Company and Kevin B. Swill entered into an Employment Agreement, dated as of
December 8, 2008 (the "Employment Agreement"), pursuant to which Mr. Swill will
serve as the Company's President and Chief Operating Officer commencing on
January 5, 2009 (the “Effective Date”) and expiring on December 31, 2010,
provided that the term of the Employment Agreement will be automatically
extended for successive one year periods thereafter, unless either party
provides at least 90 days prior written notice to the other of its (or his)
intent not to extend the then current term.





The
Employment Agreement provides that Mr. Swill will be paid a base salary of
$250,000 per year.  On the Effective Date, he was granted 125,000
restricted shares under the Company's stock option plan, one half of which will
vest after one year, and the remaining one half of which will vest after two
years.  Mr. Swill will also be entitled to participate in all employee
benefit plans and programs made available generally to executive officers of the
Company, and he will receive an automobile allowance of $1,000 per
month.  The Employment Agreement also contains confidentiality and
noncompetition provisions.





The
Employment Agreement provides that if Mr. Swill's employment is terminated by
the Company without Cause, or he resigns for Good Reason (in each case, as
defined in the Employment Agreement), Mr. Swill will be entitled to receive 11
months severance.  In the event of non-renewal, Mr. Swill will be
entitled to receive three months severance, provided that if the Employment
Agreement has been in effect for at least five years and the Company decides not
to renew, then Mr. Swill will be entitled to receive six months
severance.  If, within 12 months following a “Change in Control”
(as defined in the Employment Agreement), Mr. Swill's employment is terminated
without Cause or he resigns for Good Reason, then he will be entitled to receive
a change in control payment (as described in the following sentence), and all of
Mr. Swill's restricted shares and stock options (to the extent not already
vested) will become fully vested.  If a Change in Control occurs
during the first 12 months of the initial term of the Employment Agreement, the
change in control payment will equal Mr. Swill's monthly base salary multiplied
by the number of full calendar months remaining in the initial term; if a Change
in Control occurs at any time after the one year anniversary of the Effective
Date, the change in control payment will equal Mr. Swill's monthly base salary
multiplied by 12.





-11-




Compensation
of Directors




The following table sets forth certain
information regarding the compensation we paid to our current directors, other
than Ms. Izak, Mr. Swill and Mr. Orphanides, during 2008.  Ms. Izak
and Mr. Swill do not receive compensation for serving as directors of the
Company.  Mr. Orphanides joined the Board on January 9,
2009.  None of our non-employee directors received a stock option or a
restricted stock award during 2008.





Name
                            (a)
                          
                          Fees
                            Earned
                            or Paid
                            in Cash
                            ($)
                            (b)
                          
                          
                          All
                            Other
                            Compensation
                            ($)
                            (g)
                          
                          
                          Total
                            ($)
                            (j)Miles
      Berger
                          
                          
                          27,500
                          
                          
                          
                          0
                          
                          
                          
                          27,500Milton
      Donnenberg
                          
                          
                          33,000
                          
                          
                          
                          0
                          
                          
                          
                          33,000Eric
      J. Schmertz, Esq.
                          
                          
                          37,500
                          
                          
                          
                          0
                          
                          
                          
                          37,500W.
      Martin Willschick
                          
                          
                          34,250
                          
                          
                          
                          0
                          
                          
                          
                          34,250





In the
table above:




·
            when
      we refer to “Fees Earned or Paid in Cash”, we are referring to all cash
      fees that we paid or were accrued in 2008, including annual retainer fees,
      committee and/or chairmanship fees and meeting fees;
  and




·
            the
      aggregate number of stock options outstanding at December 31, 2008 for
      each director who served as such during 2008 is as follows:  for
      Mr. Berger, 27,500; for Mr. Donnenberg, 22,500; for Mr. Schmertz,
      22,500; and for Mr. Willschick,
30,000.




Ernest Wachtel, who served the Company
as a director from 1970 until his retirement in January 2009, received an
aggregate of $27,000 in fees for serving on the Board during
2008.  Mr. Wachtel currently serves as Director Emeritus, and does not
receive Board fees.  At December 31, 2008, Mr. Wachtel held options to
purchase 22,500 shares, which options expired by their terms prior to the filing
of this Report.





Each
non-employee director receives an annual fee of $11,000.  Non-employee
members of the Executive Committee also receive an annual fee of
$4,000.  Members of the Audit Committee and the Strategic Planning
Committee also receive an annual fee of $5,000 and members of the Compensation
Committee and Nominating Committee also receive an annual fee of
$2,000.  Each non-employee director also receives an additional fee of
$750 for each meeting of the Board and each Committee thereof which such
director attends.  Ms. Izak and Mr. Swill do not receive any annual or
per meeting fees for attending Board or Committee meetings.


-12-


Pursuant to the Company’s 2004
Non-employee Director Stock Option Plan (the “Outside Director Plan”), each of
the Company’s non-employee directors received, on the date of the 2004 Annual
Meeting, a stock option grant covering 10,000 shares of Common Stock, at an
exercise price equal to the fair market value of the Common Stock on such
date.  The Outside Director Plan provides that any new non-employee
director will receive a grant of 10,000 options at fair market value upon
becoming a director and that on each Annual Meeting date after the 2004 Annual
Meeting, each non-employee director will be granted an option covering 5,000
shares of Common Stock, at fair market value, so long as he or she continues to
serve on the Board on the Annual Meeting date.  The options vest in
25% installments beginning one year after the grant date.  Since the
Company did not hold an Annual Meeting during calendar 2008, no options were
granted to the non-employee directors during 2008.





Compensation
Committee Interlocks and Insider Participation




The
Compensation Committee currently consists of Messrs. Berger and
Schmertz.  Mr. Wachtel also served as a member of the
Compensation Committee during 2008.  None of these individuals is or
was at any time an officer or employee of the Company.  No executive
officer of the Company has served as a director or member of the compensation
committee of any other entity, one of whose executive officers served as a
member of the Compensation Committee of the Company. No interlocking
relationship exists between our Board of Directors or Compensation Committee and
the board of directors or compensation committee of any other
company.





Compensation
Committee Report





The Compensation Committee has reviewed
and discussed the information provided under the caption “Compensation
Discussion and Analysis” set forth above.  Based on that review and
those discussions, the Compensation Committee recommended to our Board that such
“Compensation Discussion and Analysis” be included in this report.





Eric J. Schmertz, Esq.
(Chair)


Miles Berger




Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters




Common
Stock




The
following tables set forth certain information, as of April 1, 2009, with
respect to holdings of the Company’s Common Stock by (i) each person the Company
believes beneficially owned more than 5% of the Company’s Common Stock as of
April 1, 2009, (ii) each of the Company’s current directors and Named Officers,
and (iii) all current directors and current executive officers as a
group.


-13-





Name and Address of Beneficial
      Owner
                                  
                                  Amount and Nature
      of
                                    Beneficial
      Ownership(1)
                                  
                                  
                                  Percent
                                    of Class(2)5%
      or Greater Holders*:Estate
      of Siggi B. Wilzig
                                    c/o
      Daniel Swick
                                    Herrick,
      Feinstein LLP
                                    2
      Penn Plaza
                                    Newark,
      NJ  07105-2245
                                  
                                  
                                  1,660,792
                                  (2)
                                  
                                  
                                  21.1
                                  %Phillip
      Goldstein
                                    60
      Heritage Drive
                                    Pleasantville,
      NY  10570 and
                                    Bulldog
      Investors and Andrew Dakos
                                    Park
      80 West-Plaza Two
                                    Saddle
      Brook, NJ  07663
                                  
                                  
                                  1,471,893
                                  (3)
                                  
                                  
                                  18.28
                                  %Dimensional
      Fund Advisors, LP
                                    1299
      Ocean Avenue, Suite 650
                                    Santa
      Monica, CA  90401
                                  
                                  
                                  455,143
                                  (4)
                                  
                                  
                                  5.65
                                  %









*
            See
      “Directors and Named Executive Officers” for the shares beneficially owned
      by S. Wilzig Izak, the Company’s Chairman of the Board and Chief Executive
      Officer.





(1)
            Each
      beneficial owner’s percentage ownership of Common Stock is determined by
      assuming that options, warrants and other convertible securities that are
      held by such person (but not those held by any other person) and that are
      exercisable or convertible within 60 days of April 1, 2009 have been
      exercised or converted. Options, warrants and other convertible securities
      that are not exercisable within 60 days of April 1, 2009 have been
      excluded.  Unless otherwise noted, the Company believes that all
      persons named in the above table have sole voting and investment power
      with respect to all shares of Common Stock beneficially owned by
      them.





(2)
            Mr.
      Wilzig, former Chairman and President of the Company, served as the Senior
      Consultant to the Company until his death on January 7,
      2003.  The table above reflects the Estate’s ownership as
      reported by the Estate.





(3)
            Pursuant
      to a filing with the Securities and Exchange Commission on April 7, 2009,
      Bulldog Investors, Phillip Goldstein and Andrew Dakos beneficially owned
      the shares set forth in the table above.  The filing also
      indicates that power to dispose of and to vote these securities resides
      either with Mr. Goldstein, Mr. Dakos or with
  clients.





(4)
            Pursuant
      to a filing with the Securities and Exchange Commission, Dimensional Fund
      Advisors, LP (“Dimensional”), a registered investment advisor, disclosed
      that it is deemed to have beneficial ownership of 455,143 shares of common
      stock, all of which shares are held in the portfolios of certain
      “Funds”.  Such Funds consist of investment companies to which
      Dimensional provides investment advice and certain other commingled group
      trusts and separate accounts for which Dimensional serves as an investment
      manager.  Dimensional disclaims beneficial ownership of all such
      shares.


-14-





Name of Beneficial Owner
                  
                  Amount and Nature
      of
                    Beneficial
      Ownership(1)
                  
                  
                  Percent
                    of ClassDirectors
      and Named Executives:Miles
      Berger
                  
                  
                  28,750
                  (2)
                  
                  
                  *Milton
      Donnenberg
                  
                  
                  37,712
                  
                  
                  
                  *S.
      Wilzig Izak
                  
                  
                  543,768
                  (2)
                  
                  
                  6.7
                  %James
      M. Orphanides
                  
                  
                  38,433
                  (3)
                  
                  
                  *Eric
      J. Schmertz, Jr.
                  
                  
                  43,859
                  (5)
                  
                  
                  *Kevin
      B. Swill
                  
                  
                  127,200
                  (6)
                  
                  
                  1.6
                  %W.
      Martin Willschick
                  
                  
                  30,810
                  (7)
                  
                  
                  *Francis
      J. Elenio
                  
                  
                  26,793
                  
                  
                  
                  *All
      directors and current executive officers as agroup  (8
      persons)
                  
                  
                  877,325
                  (8)
                  
                  
                  10.8
                  %










*
            Less
      than one percent.




(1)
            Each
      beneficial owner’s percentage ownership of Common Stock is determined by
      assuming that options, warrants and other convertible securities that are
      held by such person (but not those held by any other person) and that are
      exercisable or convertible within 60 days of April 1, 2009 have been
      exercised or converted. Options, warrants and other convertible securities
      that are not exercisable within 60 days of April 1, 2009 have been
      excluded.  Unless otherwise noted, the Company believes that all
      persons named in the above table have sole voting and investment power
      with respect to all shares of Common Stock beneficially owned by
      them.





(2)
            Includes
      21,250 shares of stock that could be obtained by Mr. Berger upon the
      exercise of stock options exercisable within 60 days of April 1,
      2009.





(3)
            Includes
      16,250 shares of stock that could be obtained by Mr. Donnenberg upon the
      exercise of stock options exercisable within 60 days of April 1,
      2009.





(4)
            Includes
      10,000 shares of stock that could be obtained by Ms. Izak upon the
      exercise of stock options exercisable within 60 days of April 1,
      2009.





(5)
            These
      shares are held jointly by Mr. Orphanides and his
  wife.





(6)
            Includes
      16,250 shares of stock that could be obtained by Mr. Schmertz upon the
      exercise of stock options exercisable within 60 days of April 1,
      2009.





(7)
            Includes
      125,000 shares of stock that are restricted shares which were granted to
      Mr. Swill upon his joining the Company as President and Chief Operating
      Officer on January 5, 2009. One-half of these shares will vest on January
      5, 2010 and the remaining one-half will vest on December 31,
      2010.





(8)
            Includes
      23,750 shares of stock that could be obtained by Mr. Willschick upon the
      exercise of stock options exercisable within 60 days of April 1,
      2009.


-15-


(9)
            Includes
      87,500 shares of stock that could be obtained by the current directors and
      current executive officers upon the exercise of stock options exercisable
      within 60 days of April 1, 2009 and 125,000 shares subject to restricted
      stock awards which had not vested as of April 1,
  2009.





Upon his
retirement in January 2009, Ernest Wachtel, who had served as a director of the
Company since 1970, was named Director Emeritus.  As of April 1, 2009,
Mr. Wachtel beneficially owned 140,723 shares of the Company’s Common Stock
(excluding stock options, which have expired by their terms prior to the filing
of this Report), or 1.8% of the outstanding shares.


See the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 31, 2009 for the
information required by Item 201(d) of the SEC’s Regulation S-K.




Item
13.  Certain Relationships and Related Transactions, and Director
Independence




Each of Messrs. Berger, Donnenberg,
Schmertz, Orphanides and Willschick has been determined to be “independent”
within the meaning of SEC and AMEX regulations.  Accordingly, all of
the members of the Company’s Compensation, Nominating and Audit Committees are
independent.





There have been no related party
transactions requiring disclosure under the SEC’s rules since January 1,
2008.





The Audit Committee of the Board of
Directors has adopted written procedures governing related party
transactions.  The procedures require the Audit Committee to approve
in advance any related party transaction.  On a quarterly basis, the
Audit Committee makes inquiry of management and the other directors of the
Company to determine whether any of these persons is aware of any related party
transactions.  By “related party transaction,” we mean a transaction
between the Company or any of its subsidiaries, on the one hand, and an
executive officer, director or immediate family member of an executive officer
or a director, on the other hand.





Item
14.  Principal Accounting Fees and Services




In
accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the Audit
Committee’s charter, all audit and audit-related work and all non-audit work
performed by the Company’s independent accountants is approved in advance by the
Audit Committee, including the proposed fees for such work.  The Audit
Committee is informed of each service actually rendered and differences between
the proposed fees and the final fees, if any.




-16-


Audit
Fees





The
aggregate fees incurred by the Company for the fiscal years ended December 31,
2008 and 2007 for professional services rendered by J.H. Cohn LLP, the Company’s
Independent Registered Public Accounting Firm, in connection with (i) the audit
of the Company’s annual financial statements and (ii) the review of the
financial statements included in the Company’s Quarterly Reports on Form 10-Q
were $255,649 and $183,634, respectively.





Audit-Related
Fees





The
Company incurred $0 and $30,066 for the fiscal years ended December 31, 2008 and
2007, respectively, for assurance and related services by J.H. Cohn in
connection with the performance of the audit and review of the Company’s
financial statements.





Tax
Fees





The
Company did not incur any fees for the fiscal years ended December 31, 2008 and
2007 for professional services rendered by J.H. Cohn for tax compliance, tax
advice or tax planning.





The
Company incurred $82,750 and $75,000 for the fiscal years ended December 31,
2008 and 2007 for professional services rendered by Grant Thornton LLP for tax
return preparation.  The Company incurred an additional $90,688 for
the fiscal year ended December 31, 2008 for professional services rendered by
Grant Thornton LLP for a review under Section 304 of the Sarbanes Oxley Act of
2002.





All
Other Fees





The
Company incurred $7,789 and $11,072 for the fiscal years ended December 31, 2008
and 2007, respectively, for other services rendered by J.H. Cohn, including work
related to their attendance at Audit Committee meetings and the Annual Meeting
of Shareholders.





Of the
time expended by the Company’s principal accountants to audit the Company’s
financial statements for the year ended December 31, 2008, less than 50% of such
time involved work performed by persons other than the principal accountant’s
full-time, permanent employees.





Other
Matters





The Audit
Committee of the Board of Directors has considered whether the provision of the
Audit-Related Fees, Tax Fees and All Other Fees are compatible with maintaining
the independence of the Company’s principal accountant.





Applicable
law and regulations provide an exemption that permits certain services to be
provided by the Company’s outside auditors even if they are not pre-approved by
the Audit Committee.  The Company has not relied on this exemption
since the Sarbanes-Oxley Act was enacted.


-17-


PART
IV




Item
      15.
            Exhibits
      and Financial Statements.




(a)(3)
                    Exhibits.31.1
                    Certification
      of the Chief Executive Officer as required by Rule 13a-14(a), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.2
                    Certification
      of Chief Financial Officer as required by Rule 13a-14(a), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.


-18-


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registrant’s Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized this 30th day of April,
2009.




WILSHIRE
      ENTERPRISES, INC.By:
                        /s/  S.
      Wilzig IzakS.
      Wilzig IzakChairman
      of the Board andChief
      Executive Officer/s/ Francis J. ElenioFrancis
      J. ElenioChief
      Financial
Officer




-19-


EXHIBIT
INDEX





31.1
                  Certification
      of the Chief Executive Officer as required by Rule 13a-14(a), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.2
                  Certification
      of Chief Financial Officer as required by Rule 13a-14(a), as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.




-20-