**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, 2007


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
            
            (I.R.S.
                Employer Identification No.)Incorporation
                or Organization)





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:
            o
            
            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:
              o
              
              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:
              o




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:
            o
            
            Accelerated
                Filer:
            oNon-accelerated
                filer:
            x
            
            Smaller
                Reporting
              Company:
            o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.)




Yes:
            o
            
            No:
            x




The
      aggregate market value of the voting common equity of the registrant held by
      non-affiliates (for this purpose, persons and entities other than executive
      officers, directors, and 5% or more shareholders) of the registrant, as of
      the
      last business day of the registrant’s most recently completed second fiscal
      quarter (June 30, 2007), was $20,670,000.




Indicate
      the number of shares outstanding of each of the registrant’s classes of common
      stock, as of March 31, 2008:


Class
                
                Number
                    of SharesCommon
                    Stock, $1.00 par value
                
                7,926,248




-2-


**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 on
      April 14, 2008 with the Securities and Exchange Commission (the “SEC”) is filed
      solely for the purpose of including information that was to be incorporated
      by
      reference from the Registrant’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 within 120 days
      of
      its fiscal year ended December 31, 2007 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
      April 14, 2008 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
              512.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              1213.
              Certain
                  Relationships and Related Transactions and Director
                  Independence
              1514.
              Principal
                  Accountant Fees and Services
              15PART
                  IV
              15.
              Exhibits
                  and Financial Statements
              17SIGNATURES
              18EXHIBIT
                  INDEX
              19




-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 six 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 2008 Annual Meeting, Class II at the next succeeding Annual Meeting
      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
            
            Retired;
                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
                49
            
            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
                82
            
            1983Ernest
                Wachtel
            
            III
            
            President,
                Ellmax Corp., Builders and Realty Investors, Elizabeth, NJ
              Age
                83
            
            1970W.
                Martin Willschick
            
            III
            
            Manager,
                Treasury Services, City of Toronto, Canada
              Age
                56
            
            1997




-1-





(a)
            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.





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. Shareholders 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. The American Stock
      Exchange (the “AMEX”) has adopted amendments to its 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 and a Nominating Committee. During 2007 **,** the
      full
      Board met a total of 15 times, the Audit Committee 6 times, the Compensation
      Committee 3 times and the Nominating Committee met 2 times. 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 2007. ****





**Executive
      Committee**





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




-2-




**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.





**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), Mr. Wachtel
      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. Wachtel and
      Mr.
      Donnenberg.




-3-




**Executive
      Officers**





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




**Name**
            
            **Age**
            
            **Capacities
                in**
              **Which
                Serving**
            
            **In
                Current**
              **Position
                Since**S.
                Wilzig Izak (1)
            
            49
            
            Chairman
                of the Board
            
            1990Francis
                J. Elenio (2)
            
            42
            
            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,
                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 review of the copies of such forms received by
      us or
      written representations from such reporting persons, each such reporting person
      filed all of their respective reports pursuant to Section 16(a) on a timely
      basis during 2007.




**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.”




-4-




**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.




-5-





*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.





In
      connection with establishing the compensation of our executive officers for
      2007, we engaged a consultant. However, in an effort to save costs and in light
      of the fact that the Company was (and continues to be) engaged in negotiations
      to sell or merge the Company, the Compensation Committee granted the Chief
      Executive Officer a bonus which was less than the bonus discussed with the
      consultant and less than the bonus the Compensation Committee had previously
      considered granting to the Chief Executive Officer. See “ *Bonus* ”
below.





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. Based on the salaries paid to chief
      executive officers of comparably sized public real estate companies, and also
      noting that Ms. Izak was performing much of the work previously performed by
      the
      Company's prior President and Chief Operating Officer, the consultant
      recommended that Ms. Izak's salary be increased to $275,000. However, in light
      of the Company's negotiations to sell or merge the Company, the Compensation
      Committee did not increase Ms. Izak's salary. 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. See " *Salary* "
      below.





*Specific
      Elements of Our Compensation Program*





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




-6-




*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 2007. As stated above, the Compensation Committee believes that
      that Ms. Izak is paid less than what chief executive officers at other
      comparably sized real estate companies receive. Mr. Elenio joined the Company
      as
      Chief Financial Officer in September 2006 at an annual salary of $175,000,
      which
      the Compensation Committee believed to be commensurate with his experience. 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.





*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
      negotiations to sell or merge the Company, the
      Compensation Committee granted the Chief Executive Officer a bonus which was
      less than the bonus discussed with the consultant and less than the bonus the
      Compensation Committee had previously considered granting to the Chief Executive
      Officer. Mr. Elenio did
      not
      receive a bonus for 2007 in light of his September 4, 2007 letter agreement
      with
      the Company.





*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 2007.
      The consultant engaged by the Compensation Committee had recommended that Ms.
      Izak receive a 12,500 share restricted stock award, with vesting over a three
      year period. Again, in light of the Company's negotiations, no restricted stock
      award was granted to Ms. Izak for 2007.





*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 2007,
      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. We
      are
      in the process of reviewing and modifying, as necessary, our deferred
      compensation arrangements since the enactment of Section 409A in order to remain
      compliant with guidance issued by the Internal Revenue Service under Section
      409A.




-7-




**Summary
      of Cash and Certain other Compensation**




The
      following table sets forth, for the year ended December 31, 2007 (and, as
      required by SEC regulations, 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, 2007. We refer to the executive officers
      named in this table as the “Named Officers.”




**SUMMARY
      COMPENSATION TABLE**


**Name
                  and Principal**
                **Position**
              
              **Year**
              
              **Salary**
                **($)**
              
              **Bonus**
                **($)**
              
              **Stock**
                **Awards**
                **($)**
              
              **All Other**
                **Compensation**
                **($)**
              
              **Total****($)**S.
                  Wilzig Izak
              
              
              2007
              
              
              218,000
              
              
              180,000
              
              
              0
              
              
              28,769
              
              
              426,769Chairman
                  of the Board (Chief Executive Officer)
              
              
              2006
              
              
              218,000
              
              
              0
              
              
              0
              
              
              28,769
              
              
              246,769Francis
                  J. Elenio (1)
              
              
              2007
              
              
              133,333
              
              
              0
              
              
              0
              
              
              2,760
              
              
              136,093Chief
                  Financial Officer
              
              
              2006
              
              
              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 2007; Mr. Elenio
                received stock awards in 2006; when we refer to “stock awards”, we are
                referring to the dollar amount recognized by us for financial statement
                purposes in accordance with FAS 123R, an accounting pronouncement
                which
                governs the manner in which we account for equity based compensation;
                in
                calculating such dollar amounts, we have made the assumptions described
                in
                Note 6 of the Notes to our Consolidated Financial Statements for
                the year
                ended December 31, 2006; the amount for Mr. Elenio in the table above
                for 2006 reflects the fair market value of the 25,000 restricted
                stock
                awards granted to him at $4.50 per share (a total of 8,333 shares
                of the
                restricted stock awarded to Mr. Elenio vested on September 5, 2007,
                and the remaining 16,667 vest on September 5,
                2008);




·
            in
                calculating the “stock awards”, we have disregarded any estimate of
                forfeitures relating to service-based vesting conditions; for 2006,
                for
                all grantees of stock awards and option awards under our plans,
                forfeitures amounted to $8,482; and




·
            “all
                other compensation” for 2007 includes the
                following:





·
            for
                Ms. Izak: $12,000 for a travel allowance and $16,769 for unused vacation
                pay; and




-8-




·
            for
                Mr. Elenio: $2,760 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
      2007.





**Outstanding
      Equity Awards at December 31, 2007**





The
      following table sets forth, for each of the Named Officers, information
      regarding stock options and stock awards outstanding at December 31, 2007.
      The
      vesting dates applicable to each such stock option and stock award are set
      forth
      in footnotes that follow the columnar explanations below the table.





Option Awards
            
            Stock AwardsName
              (a)
            
            Number of
              Securities
              Underlying
              UnexercisedOptions(#)Exercisable
              (b)
            
            Number ofSecurities
              Underlying
              UnexercisedOptions
              (#)Unexercisable
              (c)
            
            Option
              Exercise
              Price
              ($)
              (e)
            
            OptionExpirationDate(f)
            
            Number ofShares orUnits
                ofStock That
              Have NotVested
              (#)
              (g)
            
            Market ValueofSharesor UnitsofStockThat HaveNotVested
              ($)
              (h)S.
                Wilzig Izak
            
            
            10,000
            
            
            0
            
            
            3.32
            
            
            7/15/2012
            
            
            8,667
            
            
            28,341Francis
                J. Elenio
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            16,333
            
            
            53,409




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,
                2007;




·
            in
                column (c), the number of shares of our common stock underlying
                unexercised stock options that were not exercisable as of December
                31,
                2007;




·
            in
                columns (e) and (f), respectively, the exercise price and expiration
                date
                for each stock option that was outstanding as of December 31,
                2007;




·
            in
                column (g), the number of shares of our common stock covered by stock
                awards that were not vested as of December 31, 2007;
                and




·
            in
                column (h), the aggregate market value as of December 31, 2007 of
                the
                stock awards referenced in column
                (g).




In
      calculating market values in the table above, we have multiplied the closing
      market price of our common stock on December 31, 2007 (which was $3.27), by
      the
      applicable number of shares of common stock underlying the Named Officers’ stock
      options or stock awards. The 8,667 restricted shares for Ms. Izak vested on
      January 1, 2008. The 16,333 restricted shares for Mr. Elenio vest on September
      5, 2008.




-9-




**Options
      Exercised and Stock Awards Vested**





The
      following table sets forth, for each of the Named Officers, information
      regarding stock options exercised during 2007 and stock awards vested during
      2007. The phrase “value realized on exercise” represents the number of shares of
      common stock set forth in column (b) multiplied by the difference between
      the market price of our common stock on the date of exercise and the Named
      Officer’s exercise price. Similarly, 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.





**Option Awards**
            
            **Stock Awards****Name**
              **(a)**
            
            **Number of**
              **SharesAcquired****onExercise**
              **(#)**
              **(b)**
            
            **Value**
              **Realized
                on**
              **Exercise**
              **($)**
              **(c)**
            
            **Number of**
              **SharesAcquired****onVesting**
              **(#)**
              **(d)**
            
            **Value**
              **Realized on**
              **Vesting**
              **($)**
              **(e)**S.
                Wilzig Izak
            
            
            10,000
            
            
            21,100
            
            
            8,667
            
            
            39,782Francis
                J. Elenio
            
            
            0
            
            
            0
            
            
            8,667
            
            
            37,082





**Employment
      Agreements and Other Arrangements with Executive Officers**





On
      March
      29, 2004, the Company provided S. Wilzig Izak, the Chairman of the Board, 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.





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-





**Compensation
      of Directors**




The
      following table sets forth certain information regarding the compensation we
      paid to our directors, other than S. Wilzig Izak, during 2007. None of our
      non-employee directors received a stock award during 2007.





**Name**
              **(a)**
            
            **Fees**
              **Earned**
              **or****Paidin****Cash**
              **($)**
              **(b)**
            
            **Option**
              **Awards**
              **($)**
              **(d)**
            
            **All**
              **Other**
              **Compensation**
              **($)**
              **(g)**
            
            **Total**
              **($)**
              **(j)**Miles
                Berger
            
            
            30,000
            
            
            19,092
            
            
            0
            
            
            49,092Milton
                Donnenberg
            
            
            37,500
            
            
            19,092
            
            
            0
            
            
            56,592Eric
                J. Schmertz, Esq.
            
            
            40,750
            
            
            19,092
            
            
            0
            
            
            59,842Ernest
                Wachtel
            
            
            31,500
            
            
            19,092
            
            
            0
            
            
            50,592W.
                Martin Willschick
            
            
            38,000
            
            
            19,092
            
            
            0
            
            
            57,092





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 2007,
                including annual retainer fees, committee and/or chairmanship fees
                and
                meeting fees;




·
            when
                we refer to “option awards”, we are referring to the dollar amount
                recognized by us for financial statement purposes in accordance with
                FAS
                123R;




·
            the
                grant date fair value for each of the 5,000 share option awards made
                to
                our directors during 2007 was $3.82;
                and




·
            the
                aggregate number of option awards outstanding for each director at
                December 31, 2007 were: for Mr. Berger, 27,500; for Mr. Donnenberg,
                22,500; for Mr. Schmertz, 22,500; for Mr. Wachtel, 22,500; and for
                Mr. Willschick, 30,000; none of the non-employee directors has been
                granted a restricted stock award.




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 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 does not receive any annual or per meeting fees for attending
      Board or Committee meetings.





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. Under the Outside Director Plan, any new non-employee
      director will receive a grant of 10,000 options at fair market value upon
      becoming a director. 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. As set forth in the chart above, options
      covering 5,000 shares per director or a total of 25,000 shares of Common Stock
      were granted to the non-employee directors at the 2007 Annual Meeting. The
      options vest in 25% installments beginning one year after the grant date. Ms.
      Izak does not receive any automatic stock option grants.




-11-




**Compensation
      Committee Interlocks and Insider Participation**




The
      Compensation Committee currently consists of Messrs. Wachtel, Berger and
      Schmertz. None of these individuals are or were at any time officers or
      employees 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


Ernest
      Wachtel




**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, 2008, 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
      December 31, 2007, (ii) each of the Company’s directors and Named Officers, and
      (iii) all directors and current executive officers as a group.




-12-




**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
            
            
            1,183,850
            (3)
            
            14.9
            %Dimensional
                Fund Advisors, LP.
              1299
                Ocean Avenue, Suite 650
              Santa
                Monica, CA 90401
            
            
            467,143
            (4)
            
            5.9
            %QVT
                Financial LP
              1177
                Avenue of the Americas, 9thFloor
              New
                York, New York 10036
              QVT
                Financial GP, LLC
              1177
                Avenue of the Americas, 9thFloor
              New
                York, New York 10036
            
            
            408,877
            (5)
            
            5.2
            %Donald
                Brenner
              P.O.
                Box 721
              Alpine,
                NJ 07620
            
            
            405,330
            (6)
            
            5.2
            %







(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, 2008 have been
                exercised or converted. Options, warrants and other convertible securities
                that are not exercisable within 60 days of April 1, 2008 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, power to
                dispose
                of and to vote the securities set forth above resides solely with
                Mr.
                Phillip Goldstein and Mr. Andrew Dakos.





(4)
            Pursuant
                to a filing with the Securities and Exchange Commission, Dimensional
                Fund
                Advisors, Inc. (“Dimensional”), a registered investment advisor, disclosed
                that it is deemed to have beneficial ownership of 467,143 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.





(5)
            Pursuant
                to a filing with the Securities and Exchange Commission, QVT Financial
                LP
                (“QVT”) is the investment manager for QVT Fund LP (the “Fund”), which is
                disclosed to have beneficial ownership of 322,693 shares of Common
                stock
                for the Fund, and for Quintessence Fund L.P. (“Quintessence”) which is
                disclosed to have beneficial ownership of 35,813 shares of Common
                Stock.
                QVT also disclosed that it is the investment manager for a separate
                account managed for Deutsche Bank AG (“Deutsche”), which holds
                50,371shares of Common Stock. QVT further disclosed that it has the
                power
                to direct the vote and disposition of the aggregate amount of 408,877
                shares of Common Stock owned by the Fund, Quintessence and Deutsche.
                QVT Financial GP, LLC is a general partner of QVT and may be deemed a
                beneficial owner of the same number of shares reported by QVT. QVT
                and QVT
                Financial GP, LLC disclaim beneficial ownership of all such
                shares.


-13-





(6)
            These
                405,330 shares of Common Stock consist of 17,974 shares for which
                Mr.
                Brenner has sole voting power and 387,356 shares for which he has
                shared
                voting power.





**Name of Beneficial Owner**
            
            **Amount and Nature of**
              **Beneficial Ownership**(1)
            
            **Percent**
              **of Class****Directors
                and Named Executives:**S.
                Wilzig Izak
            
            
            224,532
            (2)
            
            2.8
            %Miles
                Berger
            
            
            19,500
            (3)
            
            *Milton
                Donnenberg
            
            
            31,462
            (4)
            
            *Eric
                J. Schmertz, Jr.
            
            
            37,609
            (5)
            
            *Ernest
                Wachtel
            
            
            150,723
            (6)
            
            1.9
            %W.
                Martin Willschick
            
            
            24,560
            (7)
            
            *Francis
                J. Elenio
            
            
            25,000
            (8)
            
            *All
                directors and current executive officers as agroup
                (7 persons)
            
            
            513,386
            (9)
            
            6.4
            %





*
            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, 2008 have been
                exercised or converted. Options, warrants and other convertible securities
                that are not exercisable within 60 days of April 1, 2008 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
                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,
                2008.





(3)
            Includes
                12,000 shares of stock that could be obtained by Mr. Berger upon
                the
                exercise of stock options exercisable within 60 days of April 1,
                2008.





(4)
            Includes
                10,000 shares of stock that could be obtained by Mr. Donnenberg upon
                the
                exercise of stock options exercisable within 60 days of April 1,
                2008.





(5)
            Includes
                10,000 shares of stock that could be obtained by Mr. Schmertz upon
                the
                exercise of stock options exercisable within 60 days of April 1,
                2008.





(6)
            Includes
                10,000 shares of stock that could be obtained by Mr. Wachtel upon
                the
                exercise of stock options exercisable within 60 days of April 1,
                2008.





(7)
            Includes
                17,500 shares of stock that could be obtained by Mr. Willschick upon
                the
                exercise of stock options exercisable within 60 days of April 1,
                2008.





(8)
            Includes
                16,133 shares subject to restricted stock awards which had not vested
                as
                of April 1, 2008.


-14-





(9)
            Includes
                69,500 shares of stock that could be obtained by the directors and
                current
                executive officers upon the exercise of stock options exercisable
                within
                60 days of April 1, 2008 and 16,333 shares subject to restricted
                stock
                awards which had not vested as of April 1,
                2008.





See
      the
      Company’s Annual Report on Form 10-K filed with the Securities and Exchange
      Commission on April 14, 2008 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, Wachtel 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, 2007.





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.





**Audit
      Fees**





The
      aggregate fees incurred by the Company for the fiscal years ended December
      31,
      2007 and 2006 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 $183,634 and $137,000, respectively.





**Audit-Related
      Fees**





The
      Company incurred $30,066 and $5,361 for the fiscal years ended December 31,
      2007
      and 2006, 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.


-15-





**Tax
      Fees**





The
      Company did not incur any fees for the fiscal years ended December 31, 2007
      and
      2006 for professional services rendered by J.H. Cohn for tax compliance, tax
      advice or tax planning.





The
      Company incurred $75,000 for the fiscal year ended December 31, 2007 for
      professional services rendered by Grant Thornton LLP for tax services regarding
      the preparation of the Company's 2006 tax return.





**All
      Other Fees**





The
      Company incurred $11,072 and $7,210 for the fiscal years ended December 31,
      2007
      and 2006, 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, 2007, 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.


-16-





**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.


-17-


**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 25th day of April,
      2008.




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




-18-


**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.