SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549


FORM
10-K/A





(Amendment
No. 1)


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





(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,
2009


OR


 ̈
            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 001-04673





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
      RegisteredNone
                      
                      None





Securities
      registered pursuant to Section 12(g) of the Act:Common
      Stock, $1.00 par value(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 whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈ No
 ̈Not
Applicable





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:
                               ̈
                              
                              Smaller
      Reporting
                                Company:
                              x





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 and non-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, 2009), was
$2,510,000.





The
number of shares outstanding of the registrant’s $1 par value Common Stock, as
of March 26, 2010, was 4,141,099.









EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2009 (the “Annual Report”) of Wilshire Enterprises, Inc.
(the “Company” or “Wilshire”) filed with the Securities and Exchange Commission
(the “SEC”) on March 31, 2010 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 2010 within 120 days of its fiscal
year ended December 31, 2009, 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, 2010 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
                                        1013.
                                        Certain
      Relationships and Related Transactions, and Director
      Independence
                                        1214.
                                        Principal
      Accountant Fees and Services
                                        12PART
      IV
                                        15.
                                        Exhibits
      and Financial Statement Schedules
                                        14SIGNATURES
                                        15EXHIBIT
      INDEX
                                        16




-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 Board is currently comprised
of five directors.  The Company presently intends to fill the
vacancies on the Board in the next several months.  The term of office
of directors in Class I expires at the 2011 annual meeting, Class II at the 2012
annual meeting and Class III at the 2010 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
      56
                
                2002Milton
      Donnenberg
                
                II
                
                Formerly
      President, Milton Donnenberg Assoc., Realty Management, Carlstadt,
      NJ
                  Age
      86
                
                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
      51
                
                1987Eric
      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
      83
                
                1983W.
      Martin Willschick
                
                III
                
                Manager,
      Capital Markets, City of Toronto, Canada
                  Age
      57
                
                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 therequirements
      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.





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.





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. Additional requirements relating to
independence are imposed by the Sarbanes-Oxley Act with respect to members of
the Audit Committee. The NYSE Amex (formerly the American Stock Exchange) has
its own definition of independence. The Company’s Common Stock was traded on the
NYSE Amex until January 26, 2010, under the symbol “WOC”. Effective January 27,
2010, the Company’s Common Stock is quoted on the Over the Counter (“OTC”)
Electronic Bulletin Board maintained by the National Association of Securities
Dealers, Inc. (“NASD”) under the symbol “WLSE”.  Although the
Company’s Common Stock is no longer listed on the NYSE Amex, pursuant to SEC
regulations, the Company is required to disclose whether its directors are
“independent” according to a specified definition.  The Company has
determined to utilize the NYSE Amex definition for these purposes along with SEC
Rule 10A-3. All of the non-employee members of the Board, 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 NYSE 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
2009,the full
Board met a total of 8 times, the Audit Committee met 4 times, the Executive
Committee met 3 times, and the Compensation Committee, Nominating Committee and
Strategic Planning Committee did not meet.   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 2009.




-3-




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) 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 NYSE Amex
regulations.





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. Schmertz and Mr. Donnenberg.




-4-




Strategic
Planning Committee





In December 2008, the Board established
a Strategic Planning Committee, which consists of S. Wilzig Izak, Miles Berge
and Eric J. Schmertz, Esq.  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.





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)
                
                51
                
                Chairman
      of the Board and Chief
                  Executive
      Officer
                
                1990Francis
      J. Elenio (2)
                
                43
                
                Chief
      Financial Officer
                
                September,
      2006





(1)
            For
      a description of Ms. Izak’s business background, 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.




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 2009 our directors and our executive officers
who are subject to Section 16 met all applicable filing
requirements.




-5-




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.”





Item
11.  Executive Compensation




Summary
of Cash and Certain other Compensation




The following table sets forth, for the
years ended December 31, 2009 and 2008, 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, 2009.  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
and resigned from all of his positions with the Company on November 30,
2009.  See the narrative following the table for information
concerning the dollar amounts in the table.





SUMMARY
COMPENSATION TABLE





Name and Principal
                            Position
                          
                          Year
                          
                          Salary
                            ($)
                          
                          
                          Bonus
                            ($)
                          
                          
                          All Other
                            Compensation
                            ($)
                          
                          
                          Total
                            ($)S.
      Wilzig Izak
                          
                          2009
                          
                          
                          266,671
                          
                          
                          
                          200,000
                          
                          
                          
                          29,818
                          
                          
                          
                          496,489Chairman
      of the Board (Chief Executive Officer)
                          
                          2008
                          
                          
                          218,000
                          
                          
                          
                          200,000
                          
                          
                          
                          28,769
                          
                          
                          
                          446,769Francis
      J. Elenio (1)
                          
                          2009
                          
                          
                          61,988
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          61,988Chief
      Financial Officer
                          
                          2008
                          
                          
                          50,000
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          50,000









(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.  His 2009 salary includes an additional $10,000 for
      additional work he performed in connection with the Company’s tender offer
      and the Company’s proxy
solicitations.





In the
table above:





·
            no
      stock awards or option awards were granted to the Named Officers in 2009
      or 2008, and they did not receive any non-equity incentive plan
      compensation or non-qualified deferred compensation earnings for those
      years;


·
            “all
      other compensation” for Ms. Izak for 2009 consists of $12,477 for an
      automobile allowance and $17,341 for unused vacation
  pay.




-6-




In March
2010, the Compensation Committee of the Board of Directors took the following
actions affecting 2008 and 2009 compensation, which are reflected in the table
above:





·
            The
      Committee decided, based in part upon Ms. Izak’s extraordinary efforts
      during the proposed merger with NWJ Apartment Holdings Corp., that Ms.
      Izak’s bonus for 2008 would be $200,000.  (Although the
      Committee had discussed Ms. Izak’s bonus for 2008 in the past during
      several Board meetings, a formal vote was not previously
      taken.)  The Committee granted Ms. Izak a 2008 bonus as
      follows:  $100,000 in cash compensation and $100,000 in shares
      of the Company’s Common Stock, which equated to 82,644 shares of Common
      Stock, based upon the closing stock price of $1.21 on March 15,
      2010.  This amount is included in the 2008 Bonus column as it
      was earned in 2008.




·
            The
      Committee decided, based upon its review of Ms. Izak’s continued
      extraordinary efforts during 2009 related to a shareholder proxy dispute,
      the completed tender offer during 2009 and the resignation of the
      Company’s President and Chief Operating Officer, to grant Ms. Izak a
      $200,000 bonus for 2009.  The bonus was paid in stock, and
      equated to 165,289 shares of Common Stock based upon the closing stock
      price of $1.21 on March 15, 2010. This amount is included in the 2009
      Bonus column as it was earned in
2009.




·
            The
      Committee decided that Ms. Izak’s salary for 2009 should have been
      increased to $265,000 per year, which is less than the recommendation of
      an independent compensation consultant who recommend Ms. Izak’s salary for
      2009 be $300,000.  Although the Committee had discussed
      increasing Ms. Izak's salary for 2009 during that year, they did not take
      formal action until 2010.  Accordingly, the Committee decided to
      grant Ms. Izak a $40,000 retroactive pay increase for 2009, which was paid
      in cash during 2010.  This amount has been included in the 2009
      Salary column as it was earned in
2009.




Grants
of Plan Based Awards





Neither of the Named Officers received
an option grant or a grant of restricted stock in 2009.




-7-




Outstanding
Equity Awards at December 31, 2009





The
following table sets forth, for each of the Named Officers, information
regarding stock options outstanding at December 31, 2009.  All of the
restricted stock awards previously granted to the Named Officers were fully
vested as of December 31, 2009.





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,
      2009;




·
            in
      column (c), the number of shares of our Common Stock underlying
      unexercised stock options that were not exercisable as of December 31,
      2009; and




·
            in
      columns (e) and (f), respectively, the exercise price and expiration date
      for each stock option that was outstanding as of December 31,
      2009.




Options Exercised and Stock Awards
Vested





Neither of the Named Officers exercised
stock options during 2009, and neither of them had stock awards that vested
during 2009.





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.




-8-




Compensation
of Directors




The following table sets forth certain
information regarding the compensation we paid to those persons who served as
directors during 2009, other than Ms. Izak and Mr. Swill, as they did not
receive compensation for serving as directors of the Company.  Mr.
Swill resigned as a director (and as President and Chief Operating Officer of
the Company) on November 30, 2009.  Mr. Orphanides joined the
Board on January 9, 2009, and resigned effective January 15, 2010. None of our
non-employee directors received a restricted stock award during
2009.





Name
                        
                        Fees
                          Earned
                          or Paid
                          in Cash
                          ($)
                        
                        
                        Option
                          Awards
                          ($)
                        
                        
                        All
                          Other
                          Compensation
                          ($)
                        
                        
                        Total
                          ($)Miles
      Berger
                        
                        
                        26,000
                        
                        
                        
                        7,500
                        
                        
                        
                        0
                        
                        
                        
                        33,500Milton
      Donnenberg
                        
                        
                        28,500
                        
                        
                        
                        7,500
                        
                        
                        
                        0
                        
                        
                        
                        36,000James
      M. Orphanides
                        
                        
                        25,500
                        
                        
                        
                        7,500
                        
                        
                        
                        0
                        
                        
                        
                        33,000Eric
      J. Schmertz, Esq.
                        
                        
                        35,000
                        
                        
                        
                        7,500
                        
                        
                        
                        0
                        
                        
                        
                        42,500W.
      Martin Willschick
                        
                        
                        32,750
                        
                        
                        
                        7,500
                        
                        
                        
                        0
                        
                        
                        
                        40,250





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 2009, including annual retainer fees,
      committee and/or chairmanship fees and meeting
  fees;




·
            when
      we refer to amounts under “Option Awards”, we are referring to the
      aggregate grant date fair value in accordance with FASB ASC Topic 718, in
      accordance with current SEC rules;
and




·
            the
      aggregate number of stock options outstanding at December 31, 2009 for
      each director in the table above is as follows:  for Mr. Berger,
      32,500; for Mr. Donnenberg, 27,500; for Mr. Orphanides, 15,000; for
      Mr. Schmertz, 27,500; and for Mr. Willschick, 30,000.  Mr.
      Orphanides’ options expired in connection with his resignation in
      2010.





Ernest
Wachtel served the Company as a director from 1970 until his retirement in
January 2009.  He did not receive any fees in 2009.  Mr.
Wachtel currently serves as Director Emeritus, and does not receive Board
fees.





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.  Effective in June 2009, the Chairpersons of the Strategic
Planning, Audit and Compensation Committees receive an additional $1,000 per
year for serving as such, the Chairperson of the Nominating Committee receives
an additional $750 per year for serving as such and the presiding director
receives an additional $2,000 for serving as such. (These new additional fees
were paid to the appropriate persons in 2010, and are not included in the table
above.)  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 does not receive any annual or per meeting
fees for attending Board or Committee meetings.




-9-




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.  Options
covering 5,000 shares were granted to the directors named in the table above on
April 20, 2009 (an Annual Meeting date), at an exercise price of $1.50 per
share.  The Company held two Annual Meetings in calendar 2009;
however, in accordance with the provisions of the Outside Director Plan, no
additional options were granted on the date of the second Annual Meeting in
December 2009.





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, 2010, 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, 2010, (ii) each of the Company’s current directors and Named Officers,
and (iii) all current directors and current executive officers as a
group.




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
      Irene Tafel
                  Vista
      Tax Group, LLC
                  120
      Columbia Turnpike, Suite 3
                  Florham
      Park, NJ  07932
                
                
                1,660,792
                (2)
                
                
                42.8
                %


*
            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, 2010 have been
      exercised or converted. Options, warrants and other convertible securities
      that are not exercisable within 60 days of April 1, 2010 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.




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(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.




Name of Beneficial Owner
                  
                  Amount and Nature of
                    Beneficial Ownership(1)
                  
                  
                  Percent
                    of ClassDirectors
      and Named Executives:Miles
      Berger
                  
                  
                  33,750
                  (2)
                  
                  
                  *Milton
      Donnenberg
                  
                  
                  42,712
                  (3)
                  
                  
                  1.0
                  %S.
      Wilzig Izak
                  
                  
                  791,701
                  (4)
                  
                  
                  19.1
                  %Eric
      J. Schmertz, Jr.
                  
                  
                  48,859
                  (5)
                  
                  
                  1.2
                  %W.
      Martin Willschick
                  
                  
                  30,810
                  (6)
                  
                  
                  *Francis
      J. Elenio
                  
                  
                  30,925
                  
                  
                  
                  *All
      directors and current executive officers as agroup  (6
      persons)
                  
                  
                  978,757
                  (7)
                  
                  
                  23.1
                  %









*
            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, 2010 have been
      exercised or converted. Options, warrants and other convertible securities
      that are not exercisable within 60 days of April 1, 2010 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
      26,250 shares of stock that could be obtained by Mr. Berger upon the
      exercise of stock options exercisable within 60 days of April 1,
      2010.





(3)
            Includes
      21,250 shares of stock that could be obtained by Mr. Donnenberg upon the
      exercise of stock options exercisable within 60 days of April 1,
      2010.





(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,
      2010.





(5)
            Includes
      21,250 shares of stock that could be obtained by Mr. Schmertz upon the
      exercise of stock options exercisable within 60 days of April 1,
      2010.





(6)
            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,
      2010.





(7)
            Includes
      102,500 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,
2010.





Equity
Compensation Plan Information





The
following table provides information as of December 31, 2009 with respect to
shares of the Company’s Common Stock that may be issued under the Company’s
existing equity compensation plans, which consist of the (i) 1995 Stock Option
and Incentive Plan, (ii) 1995 Non-Employee Director Stock Option Plan, (iii)
2004 Stock Option and Incentive Plan, and (iv) 2004 Non-Employee Director
Stock Option Plan, each of which has been approved by the Company’s
shareholders.




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(a)
                                    Number of
                                    Securities To Be
                                    Issued Upon
                                    Exercise Of
                                    Outstanding
                                    Options, Warrants
                                    and Rights
                                  
                                  (b)
                                    Weighted
                                    Average Exercise
                                    Price Of
                                    Outstanding
                                    Options, Warrants
                                    and Rights
                                  
                                  (c)
                                    Number of
                                    Securities
                                    Remaining
                                    Available
                                    For Future
                                    Issuance
                                    Under Equity
                                    Compensation
                                    Plans
                                    (Excluding
                                    Securities
                                    Reflected
                                    In Column (a))Equity
      compensation plans approved by security holders
                                  
                                  142,500
                                  
                                  $
                                  5.03
                                  
                                  567,924Equity
      compensation plans not approved by security holders
                                  
                                  -
                                  
                                  
                                  -
                                  
                                  -Total
                                  
                                  142,500
                                  
                                  $
                                  5.03
                                  
                                  567,924




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




Each of Messrs. Berger, Donnenberg,
Schmertz and Willschick has been determined to be “independent” within the
meaning of SEC and NYSE 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,
2010.





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.




-12-




Audit
Fees





The
aggregate fees incurred by the Company for the fiscal years ended December 31,
2010 and 2009 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 $139,500 and $255,649, respectively.





Audit-Related
Fees





The
Company incurred $0 and $0 for the fiscal years ended December 31, 2009 and
2008, 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, 2009 and
2008 for professional services rendered by J.H. Cohn for tax compliance, tax
advice or tax planning.





The
Company incurred $103,550 and $82,750 for the fiscal years ended
December 31, 2009 and 2008 for professional services rendered by Grant
Thornton LLP for tax return preparation.  The Company incurred an
additional $58,475 for the fiscal year ended December 31, 2009 for services
rendered by Grant Thornton LLP for quarterly and year-end review of the
Company’s tax provision, and 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 $7,700 and $7,789 for the fiscal years ended December 31, 2009
and 2008, 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, 2009, 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.




-13-




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.




PART
IV




Item
15. Exhibits
and Financial Statement Schedules.




(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.




-14-




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,
2010.




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




-15-
 
  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.




-16-