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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
    (Mark One)
        [x]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended December 31, 1999
                                       OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                    SECURITIES ACT OF 1934 (NO FEE REQUIRED)

         For the transition period from _____________ to ______________

                          Commission File Number 1-4673

                          Wilshire Oil Company of Texas
                          -----------------------------
             (exact name of registrant as specified in its charter)

Delaware                                          84-0513668
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization                     Number

921 Bergen Avenue
Jersey City, New Jersey                           07306
(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:

                                                      Name of each exchange
     (Title of each class)                              On which registered
Common Stock, $1 par value                            New York Stock Exchange

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 and (2) has been subject to such filing requirements for
the past 90 days. Yes ___x___ No ___

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

The  aggregate  market  value  of  the  shares  of  the  voting  stock  held  by
non-affiliates  of the Registrant was  approximately  $30,544,760 based upon the
closing sale price of the stock, which was $3.895 on March 17, 2000.

The number of shares of the  Registrant's $1 par value common stock  outstanding
as of March 17, 2000 was 8,290,623

                       Documents Incorporated by Reference

The  information  called for by Part III is  incorporated  by  reference  to the
definitive Proxy Statement for the Annual Meeting of Stockholders.
<PAGE>

                         WILSHIRE OIL COMPANY OF TEXAS

                           Annual Report on Form 10-K

                                December 31, 1999

                                TABLE OF CONTENTS

                                     PART I

                                                                            Page
                                                                            ----
Item  1.   Business.........................................................   1
Item  1a.  Executive Officers of the Registrant.............................   6
Item  2.   Properties.......................................................   6
Item  3.   Legal Proceedings................................................  14
Item  4.   Submission of Matters to a Vote of Security Holders..............  14

                                     PART II

Item  5.   Market for the Registrant's Common Equity
           And Related Stockholders Matters.................................  14
Item  6.   Selected Financial Data..........................................  15
Item  7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations..............................  18
Item  8.   Financial Statements............................................. F-1
Item  9.   Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure..............................  27

                                    PART III

Item  10.  Directors of the Registrant......................................  27
Item  11.  Executive Compensation...........................................  27
Item  12.  Security Ownership of Certain Beneficial Owners and Management...  27
Item  13.  Certain Relationships and Related Transactions...................  27

                                     PART IV

Item  14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K..  28
<PAGE>

                                     PART I

ITEM 1.  BUSINESS

                                   BACKGROUND

     Wilshire Oil Company of Texas (the  "Company",  "Registrant" or "Wilshire")
was  incorporated  under the laws of the State of  Delaware on December 7, 1951.
The  Company's  principal  executive  offices are located at 921 Bergen  Avenue,
Jersey City, New Jersey 07306, (201) 420-2796.

     The Company is engaged in the  exploration  and development of oil and gas,
both in its own name and through several wholly-owned subsidiaries in the United
States and Canada.  The  Company's  real estate  division owns  investment  real
estate  properties  in Arizona,  Texas,  Florida,  Georgia  and New Jersey.  The
Company also holds investments in certain marketable securities.

     This  Report on Form 10-K for the year ended  December  31,  1999  contains
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995.  Such  statements  are  subject  to  risks  and
uncertainties  that could cause actual results to differ  materially  from those
projected  in such  forward-looking  statements.  Certain  factors  which  could
materially  affect such  results and the future  performance  of the Company are
described  herein  under  Item 7.,  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations."

               FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS

     For financial segment information please see Note 8, "Segment  Information"
of the "Notes to Consolidated Financial Statements", presented elsewhere herein.
The Company has no export sales or sales to affiliated customers.

                             DESCRIPTION OF BUSINESS

OIL AND GAS OPERATIONS

     For a  glossary  of oil  and  gas  terms,  see  "Properties  - Oil  and Gas
Properties - Glossary."

     The  Company  conducts  its oil and gas  operations  on the North  American
continent.  Oil and gas operations in the United States are located in Arkansas,
California,  Kansas, Nebraska, New Mexico, Ohio, Oklahoma,  Pennsylvania,  Texas
and  Wyoming.  In Canada,  the Company  conducts oil and gas  operations  in the
Provinces of Alberta, British Columbia and Saskatchewan.

     As of March 16, 2000, 14 people are employed by the Company. Nine employees
are directly engaged in the search for new oil and gas properties.  In addition,
the Company also has consultants.

                                        1

<PAGE>

     Prospects  for lease  acquisitions  are  developed by staff  geologists  or
acquired from various co-venturers and/or consultants.

     Once a property is acquired,  the Company  subcontracts  for  surveying and
drilling  operations.  Many  of the  Company's  present  producing  oil  and gas
properties are operated by independent contractors or under operating agreements
with other companies pursuant to which the Company pays a proportionate share of
operating  expenses based upon its interests.  The Company also acts as operator
of various  properties,  charging joint venture partners for their proportionate
share of expenses.

     The  Company  does  not  engage  in  the  refining  of  crude  oil  or  the
distribution  of petroleum  products.  Crude oil and natural gas productions are
sold to oil refineries and natural gas pipeline companies.

     The  Company  participated  in the  drilling  of 27 wells (5.4 net) in 1999
compared to 38 (8.1 net) in 1998. The United States program in 1999 consisted of
the drilling of three  exploration  wells (1.5 net),  all of which were dry. The
Canadian  drilling  program in 1999  consisted of the drilling of 24 development
wells (3.9 net),  with all of these wells  successfully  completed as gas wells.
Overall, the Company's drilling program had a success ratio of 89%.

     The Company's  crude oil and condensate  production is sold at posted field
prices,  primarily  to major crude oil and  condensate  purchasers.  For average
posted  field  prices,  for  both  oil and gas,  see  "Properties  - Oil and Gas
Properties -  Production."  The Company has no one purchaser  that  purchased in
excess of 10% of its 1999 consolidated oil and gas revenues.

     The loss of any one  customer  in the  domestic  hydrocarbon  market is not
considered  material.  The Company is not dependent on any patent,  trademark or
license.

     The Company's oil and gas business is subject to all of the operating risks
normally  associated  with the exploration for and production of oil and gas. In
accordance with customary industry  practices,  the Company maintains  insurance
coverage  limiting  financial  loss  resulting  from certain of these  operating
hazards.


Competition

     The oil and gas industry is intensely  competitive  and competes with other
industries  in  supplying  the  energy  and  fuel  requirements  of  industrial,
commercial and individual customers.

     The principal method of competition in the production of oil and gas is the
successful  location and  acquisition of properties  which produce  commercially
profitable quantities of oil and gas.

                                        2

<PAGE>

     The  Company  competes  with many  other  companies  in the  search for and
acquisition  of  oil  and  gas  properties  and  leases  for   exploration   and
development.  Many of these  companies  have  substantially  greater  financial,
technical and other  resources  than the Company.  Competition  among  petroleum
companies for  favorable oil and gas prospects can be expected to continue.  The
Company is not a significant factor in the oil and gas industry.

     The principal raw  materials  and resources  necessary for the  exploration
for, and the  acquisition,  development,  production  and sale of, crude oil and
natural gas are leasehold or freehold prospects under which oil and gas reserves
may be  discovered,  drilling  rigs and  related  equipment  to explore  for and
develop  such  reserves,  casing  and  other  capital  assets  required  for the
development  and  production  of the  reserves  and  knowledgeable  personnel to
conduct all phases of oil and gas operations.  The Company must compete for such
raw  materials  and  resources  with both major oil  companies  and  independent
operators and also with other  industries  for certain  personnel and materials.
Although  the Company  believes its current  inventories  of raw  materials  and
resources are adequate to preclude any  significant  disruption of operations in
the immediate future, the continued availability of such materials and resources
to the Company cannot be assured.


Seasonality

     The oil business is generally not seasonal in nature. Gas demand and prices
paid for gas have  become  seasonal,  showing a  decrease  during the summer and
fall.


Environmental Matters

     The petroleum industry is subject to numerous federal, state and provincial
environmental  statutes,  regulations and other  pollution  controls in both the
United  States and Canada.  In general,  the Company is and will  continue to be
subject to present and future environmental statutes and regulations.

     The Company's  expenses relating to preserving the environment  during 1999
were not  significant in relation to operating  costs and the Company expects no
material  changes  in 2000.  Environmental  regulations  have had no  materially
adverse effect on the Company's  petroleum  operations to date, but no assurance
can be given that environmental regulations will not, in the future, result in a
curtailment of production or otherwise have  materially  adverse  effects on the
Company's operations or financial condition.


Regulation - United States Operations

     The  Company's  operations  are  affected  from  time to time,  in  varying
degrees, by political developments, laws and regulations. In particular, oil and
gas  production  operations  are  affected  by  changes  in taxes and other laws
relating to the  petroleum  industry and by constantly  changing  administrative
regulations.  The long-term effects of all the federal  enactments and programs,
whether  beneficial or  detrimental  to the future  operations and income of the
Company, cannot be predicted at this time.

                                        3

<PAGE>

     Rates of  production  of oil and gas have for many  years  been  subject to
conservation laws and regulations. State regulatory agencies set allowable rates
of  production  and limit the  number  of days a month a well can  produce.  The
petroleum  industry has also been subject to tax laws dealing  specifically with
it,  such as the Crude Oil  Windfall  Profit Tax Act. In  addition,  oil and gas
operations  are subject to extensive  regulation  or  termination  by government
authorities  on  account  of  ecological  and other  considerations.  All of the
jurisdictions  in which the Company  operates have  statutes and  administrative
regulations governing the drilling and production of oil and gas.

Regulation - Canadian Operations

     The Company's Canadian  subsidiary,  Wilshire Oil of Canada, Ltd., operates
primarily  in the  Province of Alberta,  with some  activity in the  Province of
British Columbia and Saskatchewan.

     The  petroleum  and  natural  gas  industry   operates  under  federal  and
provincial  legislation  and  regulations  which govern land tenure,  royalties,
production rates,  environmental protection,  exports and other matters. Federal
legislation monitors the price of oil and gas in export trade and the quantities
of such products exportable from Canada. Provincial legislation has been enacted
for the purpose of regulating operations in the Provinces.


Oil Prices

     Oil prices  actually  being  paid by  purchasers  in the United  States are
publicly  announced  throughout  the country and vary  depending on locality and
qualitative  specifications  of the crude oil.  All prices are subject to future
modification by appropriate agency action.

Investment in Marketable Securities

     The Company holds investments in certain marketable  securities.  From time
to time, the Company buys and sells  securities in the open market.  The Company
over the years has decreased its holdings in marketable  securities  and focused
its resources in the oil & gas and real estate divisions.

     Holdings of marketable securities,  at market value, amounted to $5,212,000
at December 31, 1999 and $5,162,000 at December 31, 1998.  The Company  realized
gains from the sales of marketable  securities of $24,000 in 1999, $4,932,000 in
1998, and $9,595,000 in 1997.

                                        4
<PAGE>

Real Estate Operations

     The Company's real estate  operations  are conducted,  both in its own name
and through several wholly owned subsidiaries,  in the states of Arizona, Texas,
Florida, Georgia and New Jersey. They are not seasonal in nature.

     The Company's Arizona properties include the following:

               378 unit garden apartment complex
               340 unit garden apartment complex
                70 unit midrise apartment building
            53,000 sq. ft. multi-tenant two story office building
            65,000 sq. ft. retail/medical use complex

     The Texas property is a 228 unit apartment complex.

     The Company's operations in Florida consists of two office buildings having
a combined area of 28,000 square feet and apartment properties having 62 units.

     The Georgia property is a 72 unit apartment complex.

     The  Company's  properties in New Jersey  consists of apartment  properties
having 482 units.  In  addition,  the Company  holds  various  commercial/retail
properties, including a 75,000 sq. ft. office building.

     The  Company  utilizes  property  management  companies  to  assist  in the
management of its  properties.  Expenses  incurred in operating  the  properties
include,  among  other  things,  administrative  costs,  utilities,  repairs and
maintenance and property taxes.

     During the twelve  months ended  December 31, 1999,  the Company sold eight
condominium units in New Jersey for a profit of approximately $701,000.

     The Company will explore other real estate  acquisitions as they arise. The
timing of any such  acquisition  will depend on,  among other  things,  economic
conditions and the favorable evaluation of specific  opportunities  presented to
the  Company.   The  Company  is  currently  planning  further  acquisitions  of
investment  properties  during the next several months.  Accordingly,  while the
Company  anticipates  that it will actively  explore these and other real estate
acquisition  opportunities,  no assurance can be given that any such acquisition
will occur.

     The real estate  industry is intensely  competitive in nature.  The Company
competes with many other real estate  operators and is not a significant  factor
in the market it operates in.

     The Company's real estate  operations  are subject to existing  federal and
state laws regarding environmental quality and pollution control.  Environmental
regulations  had no  materially  adverse  effect on the  Company's  real  estate
operations  during  1999,  but no  assurance  can be  given  that  environmental
regulations  will not, in the future,  have a materially  adverse  effect on the
Company's operations.

                                        5

<PAGE>

ITEM 1a - EXECUTIVE OFFICERS OF THE REGISTRANT

     The table below sets forth the names and ages of all executive  officers of
the Registrant  and the  position(s)  and offices with the Registrant  presently
held by each and the periods  during  which each has served in such  position(s)
and offices.  There are no "family  relationships" as defined in Item 401 (d) of
Regulation S-K between any of these persons and any other  executive  officer or
director of the Company.

     All executive  officers have been elected or appointed to hold office until
their  respective  successors  have been elected or appointed  and  qualified or
until their earlier resignation or removal.

Executive Officers of Registrant

Name                        Age          Position with Registrant
----                        ---          ------------------------

S. Wilzig Izak  (a)         41           Chairman of the Board and
                                         Chief Executive Officer


     a)   Ms. Izak was  appointed  Chairman of the Board on September  20, 1990.
          She served as Executive  Vice President of the Company from August 10,
          1987 through September 20, 1990.


ITEM 2.      PROPERTIES

Offices

     The  executive  and  administrative  office  of  the  Company  consists  of
approximately 2,000 square feet, located at 921 Bergen Avenue,  Jersey City, New
Jersey. This office is leased at a monthly rental of $2,683.

     The Company  maintains its  principal  office for the United States oil and
gas  operations  in Oklahoma  City,  Oklahoma,  leasing  3,618 square feet, at a
monthly cost of $2,345.  The Company  also owns a storage yard of  approximately
five acres, situated near Will Rogers Airport in Oklahoma City.

     The  Company's  Canadian  subsidiary  maintains  an  exploration  office in
Calgary,  Alberta,  Canada.  The Company  leases  1,583 square feet at a monthly
rental of $1,958 Canadian.

                                        6

<PAGE>

Oil and Gas Properties

                                    GLOSSARY

     The terms defined in this section are used throughout this report.


     Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume,  usually used
herein in reference to crude oil or other liquid hydrocarbons.

     BOE.  Equivalent  barrels of oil in reference  to natural gas.  Natural gas
equivalents are determined  using the ratio of six Mcf of natural gas to one Bbl
of crude oil, condensate or natural gas liquids.

     Developed Acreage. The number of acres which are allocated or assignable to
producing wells or wells capable of production.

     Development  Well.  A well  drilled  as an  additional  well  to  the  same
reservoir as other producing wells on a lease, or drilled on an offset Lease not
more than one location away from a well producing from the same reservoir.

     Exploratory  Well. A well drilled in search of a new  undiscovered  pool of
oil or gas, or to extend the known limits of a field under development.

     Gross  Acres or  Wells.  The total  acres or wells,  as the case may be, in
which an entity has an interest, either directly or through an affiliate.

     Lease.  Full or  partial  interests  in an oil and gas  lease,  oil and gas
mineral  rights,  fee rights or other rights,  authorizing  the owner thereof to
drill for, reduce to possession and produce oil and gas upon payment of rentals,
bonuses and/or royalties. Oil and gas leases are generally acquired from private
landowners and federal, provincial and state governments.

     Mcf. One thousand cubic feet.  Expressed,  where gas sales contracts are in
effect,  in terms of  contractual  temperature  and  pressure  bases and,  where
contracts are nonexistent,  at 60 degrees Fahrenheit and 14.65 pounds per square
inch absolute.

     MMcf. One million cubic feet.  Expressed,  where gas sales contracts are in
effect,  in terms of  contractual  temperature  and  pressure  bases and,  where
contracts are nonexistent,  at 60 degrees Fahrenheit and 14.65 pounds per square
inch absolute.

     Net Acres or Wells.  A party's  interest in acres or a well  calculated  by
multiplying  the number of gross acres or gross wells in which such party has an
interest by the fractional interest of such party in such acres or wells.

         Production  Costs.  The  expenses  of  producing  oil  or  gas  from  a
formation,  consisting of the costs  incurred to operate and maintain  wells and
related equipment and facilities, including labor costs, repair and maintenance,
supplies, insurance, production, severance and other production excise taxes.

                                        7

<PAGE>

     Producing Property.  A property (or interest therein) producing oil and gas
in commercial quantities or that is shut-in but capable of producing oil and gas
in commercial  quantities,  to which Producing Reserves have been assigned by an
independent  petroleum  engineer.  Interests in a property  may include  working
interests,   production   payments,   royalty  interests  and  other  nonworking
interests.

     Producing Reserves.  Proved Developed reserves expected to be produced from
existing completion intervals open for production in existing wells.

     Prospect.  An area in which a party owns or intends to acquire  one or more
oil  and  gas  interests,  which  is  geographically  defined  on the  basis  of
geological  data and which is  reasonably  anticipated  to  contain at least one
reservoir of oil, gas or other hydrocarbons.

     Proved  Developed  Reserves.  Proved  Reserves  which can be expected to be
recovered through existing wells with existing equipment and operating methods.

     Proved  Reserves.  The estimated  quantities of crude oil,  natural gas and
other  hydrocarbons  which,  based upon  geological  and  engineering  data, are
expected  to be  produced  from  known  oil and gas  reservoirs  under  existing
economic and operating conditions, and the estimated present value thereof based
upon the  prices and costs on the date that the  estimate  is made and any price
changes provided for by existing conditions.

     Proved  Undeveloped  Reserves.  Proved Reserves which can be expected to be
recovered from new wells on  undeveloped  acreage or from existing wells where a
relatively major expenditure is required for recompletion.

     Undeveloped Acres. Oil and gas acreage (including, in applicable instances,
rights in one or more  horizons  which may be penetrated by existing well bores,
but which have not been tested) to which proved  reserves have not been assigned
by independent petroleum engineers.

     Working  Interest.  The  operating  interest  under a lease which gives the
owner the rights to drill,  produce  and  conduct  operating  activities  on the
property ;and a share of production,  subject to all royalty interests and other
burdens and to all costs of  exploration,  development  and  operations  and all
risks in connection therewith.

                                      * * *

     Following are certain  tables and other  statistical  data  concerning  the
Company's reserves, production, acreage and other information with regard to the
Company's oil and gas properties and operations.

     For  information  regarding  costs  incurred in 1999,  please  refer to the
"Segment  Information"  in  Note  8  of  the  Notes  to  Consolidated  Financial
Statements,  presented elsewhere herein. For information  regarding  capitalized
costs  relating to oil and gas producing  activities,  please refer to Note 9 of
the Notes to Consolidated Financial Statements, presented elsewhere herein.

                                        8
<PAGE>

     Future  revenues,  net of  development  and  production  expenditures  (Net
Revenues),  from estimated  production of proved and proved developed  reserves,
based on  existing  economic  conditions  for each of the next three  succeeding
years, are estimated as follows:


                    United States                          Canada
                   (000's Omitted)                     (000's Omitted)
                   ---------------                     ---------------

              Proved          Proved             Proved           Proved
             Reserves   Developed Reserves      Reserves    Developed Reserves
             --------   ------------------      --------    ------------------
     2000      $2,050         $ 2,050           $2,677              $2,809

     2001       1,738                            3,740              $3,659
                                1,738

     2002       1,499                            4,660               3,732
                                1,499

Remainder     $28,313         $13,402          $71,290             $55,676

Reserves

     The  quantities  of natural  gas and crude oil Proved and Proved  Developed
Reserves   presented  herein  include  only  those  amounts  which  the  Company
reasonably  expects to recover in the future  from known oil and gas  reservoirs
under existing economic and operating conditions.  Therefore,  Proved and Proved
Developed  Reserves  are  limited  to those  quantities  which  are  recoverable
commercially   at  current  prices  and  costs,   under   existing   technology.
Accordingly,  any  changes  in the  future  oil and gas  prices,  operating  and
development costs, regulations, technology and other factors could significantly
increase or decrease estimates of Proved and Proved Developed Reserves.

     The Company's net Proved and Proved  Developed  Reserves of oil and gas and
the present values thereof at December 31, 1997 and 1998 and 1999 were estimated
by the independent  professional engineering consultants referred to on page 28.
Such  estimates were utilized in the  preparation of the Company's  consolidated
financial statements for the applicable fiscal years and for reporting purposes.

     Set forth below are estimates of the Company's  Proved and Proved Developed
Reserves  and the  present  value of  estimated  future net  revenues  from such
reserves based upon the standardized measure of discounted future net cash flows
relating to proved oil and gas reserves in  accordance  with the  provisions  of
Statement of Financial  Accounting  Standards No. 69, "Disclosures about Oil and
Gas Producing  Activities" (SFAS No. 69). The standardized measure of discounted
future net cash flows is  determined  by using  estimated  quantities  of Proved
Reserves and the periods in which they are expected to be developed and produced
based on period-end  economic  conditions.  The estimated  future  production is
priced  at  period-end  prices,   except  where  fixed  and  determinable  price
escalations are provided by contract.


                                        9

<PAGE>

The  resulting  estimated  future cash inflows are reduced  further by estimated
future costs to develop and produce reserves based on period-end cost levels. No
deduction  has been made for  depletion,  depreciation  or  income  taxes or for
indirect costs, such as general corporate overhead. Present values were computed
by discounting future net revenues by 10 percent per annum.

     The  following  table sets  forth-summary  information  with respect to the
estimates of the Company's Proved and Proved  Developed  Reserves at December 31
of the years indicated:

<TABLE>
<CAPTION>

                                                              United States                         Canada
                                                              -------------                         ------
                                                                          Proved                          Proved
                                                           Proved        Developed          Proved       Developed
                                                           ------        ---------          ------       ---------
                                                               (000's Omitted)                 (000's Omitted)

<S>                                                        <C>               <C>           <C>              <C>
     1999   Oil              (Bbls)                          1,428              446            939              615
            Gas              (Mcf)                           8,791            8,791         36,578           30,419
            Net present value @ 10%                        $19,976           $9,584        $33,029          $26,153

     1998   Oil              (Bbls)                          1,412              430          1,153              755
            Gas              (Mcf)                           6,315            6,315         39,029           32,799
            Net present value @ 10%                        $10,516           $5,891        $28,300          $23,111

     1997   Oil              (Bbls)                          1,405              423          1,194              834
            Gas              (Mcf)                           6,731            6,731         33,629           31,387
            Net present value @ 10%                        $17,921           $8,515        $24,119          $20,341
</TABLE>


     The  determination  of oil and gas  reserves is a complex and  interpretive
process,  which is subject to  continued  revisions  as  additional  information
becomes available.  Reserve estimates  prepared by different  engineers from the
same data can vary widely.  Therefore,  the reserve data presented herein should
not be construed as being exact.  Any reserve  estimate,  especially  when based
upon volummetric calculations, depends in part on the quality of available data,
engineering and geologic  interpretation and judgment, and thus, represents only
an informed professional judgment.  Subsequent reservoir performance may justify
upward or downward revision of the estimate.

     No Proved or Proved Developed  Reserve estimates for oil and gas were filed
with or  included  in  reports  to any other  federal  or  foreign  governmental
authority  or agency since the  beginning  of fiscal  1999,  other than with the
Securities and Exchange Commission.

                                       10

<PAGE>

Production Wells

     The following  tabulations  indicate the number of productive  wells (gross
and net) as of December 31, 1999:

                         Gas                  Oil             Developed Acreage
                   --------------        -------------        -----------------
                   Gross      Net        Gross     Net       Gross         Net
                   -----      ---        -----     ---       -----         ---

United States       547      67.8        228      69.3      49,968       20,162
Canada              244      59.8         94      10.0     166,620       26,555

Production

     The following table shows the Company's net production in barrels  ("Bbls")
of crude oil and in  thousands  of cubic feet  ("Mcf") of natural gas  (computed
after  deducting  all  outstanding  interests,  including  basic  royalties  and
overriding  royalties)  for the past three  years  (note - all $ dollar  amounts
presented are in U.S. dollars).


              Oil and Condensate (Bbls)                   Gas (Mcf)
              -------------------------                   ---------
         United States            Canada           United Sates         Canada
         -------------            ------           ------------         ------

    1999          68,000           46,000            1,048,000           921,000
    1998          88,000           53,000            1,039,000         1,021,000
    1997         101,000           60,000            1,047,000           813,000


    Average sales price per unit of oil or gas produced:


                           Oil                                   Gas
                           ---                                   ---
                   U.S.           Canada              U.S.                Canada
                   ----           ------              ----                ------

    1999        $  16.61          $ 12.49          $   1.82             $   1.70
    1998        $  12.35          $ 10.27          $   1.78             $   1.23
    1997        $  19.10          $ 14.65          $   2.01             $   1.39

     Production as shown in the table,  which is net after royalty interests due
others,  is determined by multiplying the gross production  volume of properties
in which the Company has an interest by the percentage of the leasehold or other
property interest owned by the Company.

     The  relative  energy  content  of oil and gas (six Mcf of gas  equals  one
barrel of oil) was used to obtain a  conversion  factor to convert  natural  gas
production  into  equivalent  barrels of oils.

                                       11
<PAGE>

     There are no agreements with foreign governments.

Average Production Cost Per Equivalent Barrel
of Oil in the United States and Canada:

                                1999              1998                    1997
                                ----              ----                    ----

     United States             $6.31             $6.34                     $6.32
     Canada                    $3.20             $2.87                     $2.78

     Unit cost is  computed on  equivalent  barrels of oil  equating  gas to oil
based on BTU  content.  This  method is  appropriate  for the  Registrant  since
several  properties  produce  both  oil  and gas and  production  costs  are not
segregated.

     The  components  of  production  costs may vary  substantially  among wells
depending on the methods of recovery  employed and other factors,  but generally
include severance taxes, administrative overhead,  maintenance and repair, labor
and utilities.


Oil and Gas Leases

     The following  tabulation  indicates the undeveloped  acreage leased by the
Registrant as of December 31 of the years indicated:

                             1999                                1998
                             ----                                ----
                      Undeveloped Acres                    Undeveloped Acres
                   ------------------------             ----------------------
                   Gross                Net             Gross              Net
                   -----                ---             -----              ---
United States      18,959             6,962             23,804           8,622
Canada             21,128             3,592             21,128           3,592


     A "gross" acre is an acre in which the Company owns a working  interest.  A
"net" acre is deemed to exist when the sum of the fractional  working  interests
owned by the Company in gross acres equals one.

                                       12

<PAGE>

Drilling

     The  following  table sets forth the results of the  Registrant's  drilling
programs for the years covered:

<TABLE>
<CAPTION>

                     Exploratory Wells                                Development Wells
              -----------------------------------           ----------------------------------------------
              Net Productive              Net Dry           Net Productive                 Net Dry
              --------------          -----------           --------------             -------------------
              U.S.        Canada      U.S.        Canada    U.S.        Canada         U.S.        Canada
              ----        ------      ----        ------    ----        ------         ----        ------

<S>           <C>         <C>         <C>          <C>         <C>         <C>          <C>         <C>
1999          --          --          1.5          --          --          3.9          --          --
1998          --          --          --           --          0.6         6.0          1.5         --
1997          --          --          --           --          0.4         4.9          --          --
1996          --          --          0.1          --          0.9         --           0.1         --
1995          --          --          --           0.3         1.0         --           --          --
</TABLE>


     A dry  hole is an  exploratory  or  development  well  which is found to be
incapable  of  producing  oil  or  gas  in  sufficient   quantities  to  justify
completion.  A productive  well is an exploratory  or  development  well that is
capable of  commercial  production.  The number of wells  drilled  refers to the
number of wells  completed  during the fiscal year,  regardless of when drilling
was initiated.

Real Estate Properties

     The  following  table sets forth the location and general  character of the
principal  physical  properties  owned by the Company as part of its real estate
operations.  Most of the  properties  are  subject  to  mortgages.  For  further
information  with  respect to these  properties,  see  "Business  - Real  Estate
Operations."

     Location                            General Character
     --------                            -----------------

     Arizona                   378 Unit Apartment Complex
     Arizona                   340 Unit Apartment Complex
     Arizona                    70 Unit Apartment Building
     Arizona                       Office Building
     Arizona                       Retail/Medical use Complex
     Texas                     228 Unit Apartment Complex
     Florida                       Office Building
     Florida                       Apartment Properties (62 units)
     Georgia                    72 Unit Apartment Complex
     New Jersey                    Apartment Properties (482 units),
                                   including a 132 unit apartment complex
     New Jersey                    Commercial/Retail Properties,
                                   including a 75,000 sq. ft. office building

                                       13

<PAGE>

     The Company considers all of its properties both owned and leased, together
with the related furniture, fixtures and equipment contained therein, to be well
maintained,  in good  operating  condition,  and  adequate  for its  present and
foreseeable future needs.


ITEM 3.  LEGAL PROCEEDINGS

     At  December  31,  1999,  the  Company  was not a party to any  actions  or
proceedings  which management  believes are reasonably likely to have a material
adverse effect upon the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was  submitted by the Company to a vote of its  security  holders
during the fourth quarter of the year ended December 31, 1999.


                                     PART II

ITEM 5.  MARKET PRICE OF THE REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock is traded on the New York Stock  Exchange.  The
following table indicates the high and low sales prices of the Company's  common
stock for the quarters indicated during the past two years:

                              (All in ($) Dollars)

        Quarter 1          Quarter 2          Quarter 3          Quarter 4
        High  -   Low      High  -  Low       High   -  Low      High   -   Low
        -------------      ------------       -------------      --------------

1999   41/2 - 3 -15/16   4-9/16 - 3-13/16   5-3/16 - 3-13/16    4-3/8  -  3-5/16
1998   6    - 5 - 7/16   6-1/8  - 5-3/4     6-5/16 - 5          5-3/8  -  4-1/16

     As of March 15, 2000 there were 8,354 common shareholders of record.

     The Company  declared a 3% stock dividend on December 22, 1997.  This stock
dividend  had a record date of January  16,  1998 and was paid on  February  20,
1998.

                                       14
<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

            (Not covered by Report of Independent Public Accountants)

               (In thousands of dollars except per share amounts)

                                  For the Year Ended December 31
                       -----------------------------------------------------
                         1999       1998        1997       1996       1995
                       --------   --------    --------   --------   --------
Oil/Gas Revenues       $  5,238   $  4,759    $  5,917   $  5,720   $  5,672
Real Estate Revenues   $ 12,484   $ 11,546    $  9,730   $  9,296   $  8,600
                       --------   --------    --------   --------   --------
Total Revenues         $ 17,722   $ 16,305    $ 15,647   $ 15,016   $ 14,272
                       --------   --------    --------   --------   --------

Gross Profit
   Oil/Gas  (a)        $  1,722   $   (927)   $  1,316   $  1,575   $    747
                       --------   --------    --------   --------   --------

Gross Profit
   Real Estate (b)     $  3,684   $  2,684    $  2,420   $  2,600   $  2,712
                       --------   --------    --------   --------   --------

Total Gross
   Profit              $  5,406   $  1,757    $  3,736   $  4,175   $  3,459
                       --------   --------    --------   --------   --------

Net Income             $    614   $  1,007    $  5,536   $  4,709   $  4,300
                       --------   --------    --------   --------   --------

Net income
per share of
common stock(C)        $   0.07   $   0.11    $   0.58   $   0.49   $   0.44
                       --------   --------    --------   --------   --------

Total assets at
year-end               $ 90,527   $ 94,601    $102,029   $ 98,378   $104,186
                       --------   --------    --------   --------   --------

Long-term
obligations            $ 46,935   $ 47,764    $ 51,587   $ 46,299   $ 47,298
                       --------   --------    --------   --------   --------

Cash dividends
per share              $   --     $   --             $   $   0.10   $   0.07
                       --------   --------    --------   --------   --------


a)   Gross profit  relating to oil and gas  represents oil and gas revenues less
     production costs and related depreciation, depletion and amortization.

b)   Gross profit relating to real estate  represents total real estate revenues
     less real estate operating costs and related depreciation.

c)   Restated to give effect to stock dividends.

                                       15
<PAGE>


                 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

                            QUARTERLY FINANCIAL DATA

                                   (Unaudited)

                                (In thousands $ except per share amounts)

                                                 1999
                                                 ----
                       1st      2nd       3rd        4th        Year
                       --------------------------    ---------------
Oil/Gas Revenues       $ 1,209   $ 1,194   $ 1,415   $ 1,420   $ 5,238
Real Estate Revenues   $ 3,054   $ 3,175   $ 3,056   $ 3,199   $12,484
                       -------   -------   -------   -------   -------
Total Revenues         $ 4,263   $ 4,369   $ 4,471   $ 4,619   $17,722
                       -------   -------   -------   -------   -------
Gross Profit
   Oil/Gas (a)         $   307   $   203   $ 1,065   $   147   $ 1,722
Gross Profit
  Real Estate (b)          910   $   980   $   671   $ 1,123   $ 3,684
                       -------   -------   -------   -------   -------
Total Gross Profit     $ 1,217   $ 1,183   $ 1,736   $ 1,270   $ 5,406
                       -------   -------   -------   -------   -------

Net Income             $    53   $    87   $   300   $   174   $   614
                       -------   -------   -------   -------   -------
Net Income
    Per Share          $  0.01   $  0.01   $  0.03   $  0.02   $  0.07
                       -------   -------   -------   -------   -------
Cash Dividends
    Per Share          $  --     $  --     $  --     $  --     $  --
                       -------   -------   -------   -------   -------




a - Gross profit  relating to oil and gas  represents  oil and gas revenues less
production costs and related depreciation, depletion and amortization.

b - Gross profit relating to real estate  represents  total real estate revenues
less real estate operating costs and related depreciation.

                                       16
<PAGE>


                            QUARTERLY FINANCIAL DATA

                                   (Unaudited)

                                (In thousands $ except per share amounts)

                                                   1998
                                                   ----

                             1st      2nd       3rd      4th         Year
                             --------------------------  ----------------
Oil/Gas Revenues             $ 1,326  $ 1,207   $ 1,275  $   951    $  4,759
Real Estate Revenues         $ 2,727  $ 2,895   $ 3,003  $ 2,921    $ 11,546
                             -------  -------   -------  --------   --------
Total Revenues               $ 4,053  $ 4,102   $ 4,278  $ 3,872    $ 16,305
                             -------  -------   -------  --------   --------

Gross Profit
   Oil/Gas (a)               $   233  $  (106)  $   (88) $  (966)   $   (927)
Gross Profit
  Real Estate (b)            $   768   $  702   $   893  $   321    $  2,684
                             -------  -------   -------  --------   --------
Total Gross Profit           $ 1,001    $ 596   $   805  $  (645)   $  1,757
                             -------  -------   -------  --------   --------

Net Income                   $   780  $ 1,064   $   163  $(1,000)   $  1,007
                             -------  -------   -------  --------   --------
Net Income
    Per Share                $  0.08   $ 0.11   $  0.02  $ (0.10)   $   0.11
                             -------  -------   -------  --------   --------
Cash Dividends
    Per Share                $     0    $   0   $     0  $     0    $      0
                             -------  -------   -------  --------   --------


                                       17
<PAGE>

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS


     The Company is engaged in the  exploration  and development of oil and gas,
both in its own name and through several wholly-owned subsidiaries, on the North
American continent.  The Company also conducts real estate operations throughout
the United States.

Oil and Gas -

     The Company  conducts its oil and gas  operations  in the United States and
Canada.  Oil and gas  operations  in the United  States are located in Arkansas,
California,  Kansas, Nebraska, New Mexico, Ohio, Oklahoma,  Pennsylvania,  Texas
and  Wyoming.  In Canada,  the Company  conducts oil and gas  operations  in the
Provinces of Alberta, British Columbia and Saskatchewan.

Real Estate -

     The  Company's  real  estate  operations  are  conducted  in the  states of
Arizona,  Texas,  Florida,  Georgia and New  Jersey.  The  Company's  properties
consist of apartment complexes as well as commercial and retail properties.

Corporate -

     The Company holds investments in certain marketable  securities.  From time
to time,  the Company buys and sells  securities  in the open  market.  Over the
years,  the Company has  decreased  its holdings in  marketable  securities  and
focused its resources in its oil & gas and real estate divisions.

General - Oil and Gas

     The Company's oil and gas  operating  performance  is influenced by several
factors.  The most  significant  are the prices received for the sale of oil and
gas and the sales  volume.  For 1999,  the average price of oil that the Company
received  was $14.95  compared  to $11.57  for 1998,  a price  increase  of 29%.
Average  gas prices  received  by the  Company in 1999 were 17% higher than 1998
average gas  prices.  The  average  price of gas for 1999 was $1.77  compared to
$1.51 for 1998.

     The following table reflects the average prices received by the Company for
oil and  gas,  the  average  production  cost  per BOE,  and the  amount  of the
Company's oil and gas production for the fiscal years presented:

                                                   Fiscal Year Ended December 31
                                                   -----------------------------
Crude Oil and Natural Gas Production:               1999        1998        1997
                                                    ----        ----        ----
  Oil  (Bbls) . . . . . . . . . . . . . . . .    114,000     141,000     161,000
  Gas (Mcf) . . . . . . . . . . . . . . . . .  1,970,000   2,060,000   1,860,000
Average sales prices:
    Oil  (per Bbl)  . . . . . . . . . . . . .     $14.95     $ 11.57     $ 17.42
    Gas (per Mfc) . . . . . . . . . . . . . .      $1.77      $ 1.51      $ 1.74
Average production costs per BOE:                  $4.90      $ 4.75      $ 4.85

                                       18

<PAGE>

     Sales  prices  received  by the  Company  for oil and gas  have  fluctuated
significantly from period to period. The fluctuations in oil prices during these
periods primarily  reflected market  uncertainty  regarding the inability of the
Organization of Petroleum Exporting Countries ("OPEC") to control the production
of its member countries, as well as concerns related to global supply and demand
for crude oil.  Gas prices  received by the  Company  fluctuate  generally  with
changes in the spot market  price for gas. It is  impossible  to predict  future
price movements with certainty.


Results of Operations

Year ended  December 31, 1999  ("1999")  Compared  with Year Ended  December 31,
1998("1998")

     Net income for the year ended  December 31 was $614,000 in 1999 as compared
to $1,007,000 in 1998.

     Operating  income in 1999 was  $3,760,000  compared to $133,000 in 1998, an
increase  of  $3,627,000.  This  increase in  operating  income is due to higher
energy  prices in 1999,  increased  profit in the real  estate  division  due to
higher rents and control of costs in both sectors.

     Oil and gas revenues  increased  from  $4,759,000  in 1998 to $5,238,000 in
1999.  This increase was  attributable to a sharp increase in the price of crude
oil in 1999.  Average crude oil prices in 1999 were  approximately 29% higher in
1999 than 1998.

     Real estate revenues  increased from  $11,546,000 in 1998 to $12,484,000 in
1999. This increase was principally due to higher rents.

     Oil and gas  production  expense  was lower in 1999 than 1998.  Oil and gas
production expense amounted to $2,003,000 in 1999 and $2,297,000 in 1998.

     Depreciation,  depletion and amortization of oil and gas assets amounted to
$1,513,000 in 1999  compared to  $2,367,000 in 1998.  This decrease in depletion
expense  resulted  from an increase  in value of the  Companys  reserves  due to
higher  oil  and  gas  prices.  Also,  the  Company   additionally   provided  a
depreciation, depletion and amortization ceiling charge of $1,022,000 in 1998 to
reflect  the  substantial  declines  in the  price of  crude  oil.  Real  estate
depreciation was $2,073,000 in 1999 compared to $1,729,000 in 1998.

     General and administrative expense was comparable in 1999 and 1998. General
and administrative expense amounted to $1,646,000 in 1999 compared to $1,601,000
in 1998.

     The Company realized approximately $4.9 million less in securities gains in
1999 than in 1998. The Company realized gains on sales of marketable  securities
of $24,000 in 1999 compared to $4,932,000 in 1998.

     Interest  expense  increased from $3,937,000 in 1998 to $3,944,000 in 1999.
This increase is attributable to higher interest rates in 1999.

     The provision for income taxes includes Federal,  state and Canadian taxes.
Differences  between the effective  tax rate and the statutory  income tax rates
are due to foreign resource tax credits in Canada, additional provision to cover
the settlement of a tax  examination,  and the dividend  exclusion in the United
States.

                                       19
<PAGE>

                              Results of Operations

Year ended  December 31, 1998  ("1998")  Compared  with Year Ended  December 31,
1997("1997")

     Net  income  for the  year  ended  December  31 was  $1,007,000  in 1998 as
compared to $5,536,000 in 1997.

     Oil and gas revenues  decreased  from  $5,917,000  in 1997 to $4,759,000 in
1998. This decrease was attributable to sharp declines in the price of crude oil
in 1998.  Average crude oil prices in 1998 were  approximately 34% lower in 1998
than 1997.

     Real estate  revenues  increased from  $9,730,000 in 1997 to $11,546,000 in
1998.  This increase was  principally  due to higher rents and the operations of
the properties acquired in 1998 and during the fourth quarter of 1997.

     Oil and gas production expense was comparable in 1998 and 1997. Oil and gas
production expense amounted to $2,297,000 in 1998 and $2,274,000 in 1997.

     Depreciation,  depletion and amortization of oil and gas assets amounted to
$2,367,000  in  1998  compared  to  $2,327,000  in  1997.  Also  ,  the  Company
additionally provided a depreciation,  depletion and amortization ceiling charge
of $1,022,000 in 1998 to reflect the substantial  declines in the price of crude
oil. Real estate  depreciation  was $1,729,000 in 1998 compared to $1,404,000 in
1997.


     General and administrative expense was comparable in 1998 and 1997. General
and administrative expense amounted to $1,601,000 in 1998 compared to $1,646,000
in 1997.

     The Company realized approximately $4.7 million less in securities gains in
1998 than in 1997. The Company realized gains on sales of marketable  securities
of $4,932,000 in 1998 compared to $9,595,000 in 1997.

     Interest  expense  increased from $3,331,000 in 1997 to $3,937,000 in 1998.
This increase is attributable to new first-mortgage indebteness on the Company's
recent real estate acquisitions.

     The provision for income taxes includes Federal,  state and Canadian taxes.
Differences  between the effective  tax rate and the statutory  income tax rates
are due to foreign resource tax credits in Canada, additional provision to cover
the settlement of a tax  examination,  and the dividend  exclusion in the United
States.


Effects of Inflation

     The effects of  inflation  on the  Company's  financial  condition  are not
considered to be material by management.

Recent Accounting Pronouncements

     The Financial  Accounting  Standards  Board  recently  issued SFAS No. 130,
"Reporting  Comprehensive  Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise  and Related  Information."  Both SFAS No. 130 and SFAS No. 131
have been adopted in the Company's 1999 financial statements.

                                       20

<PAGE>

Liquidity and Capital Resources

     At  December  31,  1999 the  Company  had  approximately  $5.7  million  in
marketable  securities  at cost,  with a  market  value  of  approximately  $5.2
million.  The current ratio at December 31, 1999 was 1.3 to 1 on a market basis,
which management  considers  adequate for the Company's  current  business.  The
Company's working capital was approximately $2.7 million at December 31, 1999.

     The Company  anticipates  that cash  provided by operating  activities  and
investing  activities  will be  sufficient to meet its capital  requirements  to
acquire oil and gas properties and to drill and evaluate these and other oil and
gas properties  presently held by the Company.  The level of oil and gas capital
expenditures  will  vary in  future  periods  depending  on  market  conditions,
including  the price of oil and the demand for natural  gas,  and other  related
factors.  As the Company has no material  long-term  commitments with respect to
its oil and gas capital  expenditure plans, the Company has a significant degree
of flexibility to adjust the level of its expenditures as circumstances warrant.

     The Company  plans to actively  continue  its  exploration  and  production
activities  as  well as  search  for the  acquisition  of oil and gas  producing
properties  and of companies  with  desirable oil and gas producing  properties.
There  can be no  assurance  that  the  Company  will in fact  locate  any  such
acquisitions.

     During the year ended  December 31,  1999,  the Company did not acquire any
real  estate  property..  The  Company  will  continue  to explore  real  estate
acquisitions as they arise.  The timing of any such  acquisition will depend on,
among other things, economic conditions and the favorable evaluation of specific
opportunities  presented  to the  Company.  The  Company is  currently  planning
further acquisitions of investment properties during the next year. Accordingly,
while the Company anticipates that it will actively explore these and other real
estate  acquisition  opportunities,  no  assurance  can be  given  that any such
acquisition will occur.

     During the year ended December 31, 1998, the Company refinanced with Criimi
Mae and Citicorp the  original  1992  mortgage  loans on the  Company's  Arizona
apartment building and Texas apartment  complex.  These funds were borrowed on a
long-term basis at favorable rates. The proceeds of these loans were used to pay
off the higher-rate original first-mortgage loans and for investment and working
capital purposes.

     Net cash  provided  by  (used  in)  operating  activities  was  $5,225,000,
$(3,139,000) and $(268,000) in 1999, 1998 and 1997, respectively. The variations
in the three  years  principally  relate to changes in accounts  receivable  and
accounts payable and accrued liabilities.

     Net cash  provided  by (used in)  investing  activities  was  $(2,821,000),
$5,100,000  and $133,000 in 1999,  1998 and 1997,  respectively.  The variations
principally  relate to purchases of real estate  properties and  transactions in
securities.  Purchases of real estate properties  amounted to $5,700,000 in 1998
and  $9,300,000  in 1997.  Proceeds  from sales and  redemptions  of  securities
amounted to  $602,000  in 1999,  $18,186,000  in 1998 and  $15,078,000  in 1997.
Additionally, purchases of marketable securities amounted to $1,338,000 in 1999,
$2,813,000 in 1998, and  $2,428,000 in 1997.  Proceeds form sales of real estate
properties amounted to $1,602,000 in 1999.

     Net cash  provided  by (used in)  financing  activities  was  $(5,094,000),
$(2,100,000) and $4,483,000 in 1999, 1998 and 1997, respectively. The variations
principally relate to the issuance, refinance, and repayments of long-term debt.
See Footnote No. (4) to the consolidated  financial statements for a schedule of
long-term debt.

     The Company believes it has adequate  capital  resources to fund operations
for the foreseeable future.

                                       21
<PAGE>

Forward-Looking Statements

     This  Report on Form 10-K for the year ended  December  31,  1999  contains
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995.  All  statements  included  herein  other  than
statements  of  historical  fact are  forward-looking  statements.  Although the
Company believes that the underlying  assumptions and expectations  reflected in
such  forward-looking  statements are reasonable,  it can give no assurance that
such expectations will prove to be correct. The Company's business and prospects
are  subject to a number of risks which  could  cause  actual  results to differ
materially from those reflected in such  forward-looking  statements,  including
volatility of oil & gas prices, the need to develop and replace reserves,  risks
involved in exploration and drilling, uncertainties about estimates of reserves,
environmental  risks  relating  to  the  Company's  oil & gas  and  real  estate
properties,  competition,  the substantial capital expenditures required to fund
the Company's oil & gas and real estate operations,  market and economic changes
in  areas  where  the  Company  holds  real  estate  properties,  interest  rate
fluctuations, government regulation, and the ability of the Company to implement
its business strategy.

                                       22
<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT


<PAGE>


INDEX

                                                                            Page
                                                                            ----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

CONSOLIDATED FINANCIAL STATEMENTS:

  Consolidated Balance Sheets as of December 31, 1999
    and 1998 ............................................................... F-2

  Consolidated Statements of Income for the Years
    Ended December 31, 1999, 1998 and 1997 ................................. F-3

  Consolidated Statements of Shareholders' Equity
   for the Years Ended December 31, 1999, 1998 and 1997 .................... F-4

  Consolidated Statements of Cash Flows for the Years
    Ended December 31, 1999, 1998 and 1997 ................................. F-5

NOTES TO FINANCIAL STATEMENTS .............................................. F-7


<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
Wilshire Oil Company of Texas:

We have audited the accompanying consolidated balance sheets of Wilshire Oil
Company of Texas (a Delaware corporation) and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wilshire Oil Company of Texas
and subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States.

                                                             ARTHUR ANDERSEN LLP

Roseland, New Jersey
March 30, 2000


<PAGE>

<TABLE>
<CAPTION>

WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998


                    ASSETS                                      1999            1998
                                                            ------------     ------------
<S>                                                         <C>              <C>
CURRENT ASSETS:
  Cash and cash equivalents ..............................  $  1,887,000     $  4,444,000
  Marketable securities, available for sale,
    at fair value (Notes 2 and 3) ........................     5,211,000        5,162,000
  Accounts receivable (Note 2) ...........................     1,188,000        2,515,000
  Income taxes receivable (Note 5) .......................       510,000          746,000
  Deferred income taxes (Notes 2 and 5) ..................       224,000
  Prepaid expenses and other current assets ..............     1,326,000        1,359,000
                                                            ------------     ------------
                    Total current assets .................    10,346,000       14,226,000
                                                            ------------     ------------


PROPERTY AND EQUIPMENT (Notes 2, 3, 7 and 8):
  Oil and gas properties, using the full cost
    method of accounting .................................   136,540,000      133,804,000
  Real estate properties .................................    59,602,000       58,773,000
  Other property and equipment ...........................       392,000          446,000
                                                             196,534,000      193,023,000
                                                            ------------     ------------
  Less--Accumulated depreciation, depletion and
    amortization .........................................   116,353,000      112,648,000
                                                            ------------     ------------
                                                              80,181,000       80,375,000
                                                            ------------     ------------
                                                            $ 90,527,000     $ 94,601,000
                                                            ============     ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Current portion of longterm debt (Note 3) ..............  $  4,682,000     $  6,502,000
  Accounts payable .......................................     2,023,000        1,782,000
  Accrued liabilities (Note 6) ...........................       985,000          928,000
                                                            ------------     ------------
    Total current liabilities ............................     7,690,000        9,212,000
                                                            ------------     ------------
LONGTERM DEBT, less current portion (Note 3) .............    46,935,000       47,764,000
                                                            ------------     ------------
DEFERRED INCOME TAXES (Notes 2 and 5) ....................    11,934,000       11,891,000
                                                            ------------     ------------
COMMITMENTS AND CONTINGENCIES (Note 6)


SHAREHOLDERS' EQUITY (Notes 2 and 6):
  Preferred stock, $1 par value, 1,000,000
    shares authorized; none issued and
    outstanding in 1999 and 1998                                  --                --
  Common stock, $1 par value, 15,000,000
    shares authorized; issued 10,013,544
    shares in 1999 and 1998 ..............................    10,014,000       10,014,000
  Capital in excess of par value .........................     9,029,000        9,146,000
  Treasury stock, 1,486,923 and 878,348
    shares in 1999 and 1998, respectively,
    at cost ..............................................    (7,748,000)      (5,303,000)
  Retained earnings ......................................    15,888,000       15,274,000
  Accumulated other comprehensive loss ...................    (3,215,000)      (3,397,000)
                                                            ------------     ------------
                                                              23,968,000       25,734,000
                                                            ------------     ------------
                                                            $ 90,527,000     $ 94,601,000
                                                            ============     ============


The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.

</TABLE>

                                                                            F-2

<PAGE>

<TABLE>
<CAPTION>

WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
DECEMBER 31, 1999, 1998 AND 1997

                                                     1999            1998           1997
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>
REVENUES (Notes 2, 7 and 8):
  Oil and gas ...............................   $  5,238,000    $  4,759,000    $  5,917,000
  Real estate ...............................     12,484,000      11,546,000       9,730,000
                                                ------------    ------------    ------------
    Total revenues ..........................     17,722,000      16,305,000      15,647,000
                                                ------------    ------------    ------------
COSTS AND EXPENSES (Notes 4, 7 and 8):
  Oil and gas production expenses ...........      2,003,000       2,297,000       2,274,000
  Real estate operating expenses ............      6,727,000       7,133,000       5,906,000
  Depreciation and amortization .............      2,073,000       1,752,000       1,435,000
  Depreciation, depletion and amortization of
    oil and gas properties ..................      1,513,000       2,367,000       2,327,000
  Depreciation, depletion and amortization
    ceiling charge (Note 2) .................           --         1,022,000            --
  General and administrative ................      1,646,000       1,601,000       1,646,000
                                                ------------    ------------    ------------
    Total costs and expenses ................     13,962,000      16,172,000      13,588,000
                                                ------------    ------------    ------------
    Income from operations ..................      3,760,000         133,000       2,059,000

GAIN ON SALES OF MARKETABLE SECURITIES ......         24,000       4,932,000       9,595,000

OTHER INCOME, net ...........................        984,000         636,000         463,000

INTEREST EXPENSE (Note 3) ...................     (3,944,000)     (3,937,000)     (3,331,000)
                                                ------------    ------------    ------------
  Income before provision for income taxes ..        824,000       1,764,000       8,786,000
PROVISION FOR INCOME TAXES (Note 5) .........        210,000         757,000       3,250,000
                                                ------------    ------------    ------------
  Net income ................................   $    614,000    $  1,007,000    $  5,536,000
                                                ============    ============    ============
BASIC AND DILUTED EARNINGS PER SHARE ........   $       0.07    $       0.11    $       0.58
                                                ============    ============    ============



The accompanying notes to consolidated financial statements are an integral part
of these statements.

</TABLE>


                                                                             F-3

<PAGE>


<TABLE>
<CAPTION>

WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
DECEMBER 31, 1999, 1998 AND 1997



                                                                     Preferred Stock         Common Stock
                                                                    ------------------  -------------------------    Capital in
                                                                     Shares              Share                     Excess of Par
                                                                     Issued    Amount    Issued         Amount          Value
                                                                    -------    -------  ----------   ------------   ------------
<S>                                                                     <C>    <C>      <C>          <C>            <C>
BALANCE, December 31, 1996 ........................................     --     $   --   10,013,544   $ 10,014,000   $  9,700,000
    Comprehensive income, year ended December 31, 1997--
        Net income ................................................     --         --         --             --             --
        Other comprehensive income--
            Net translation adjustment, current year ..............     --         --         --             --             --
            Change in unrealized gain on marketable
              securities, net of income taxes of $1,324,000 .......     --         --         --             --             --

Comprehensive income ..............................................     --         --         --             --             --

Stock dividend (Notes 2 and 4) ....................................     --         --         --             --         (206,000)
Amortization of deferred compensation (Note 4) ....................     --         --         --             --           82,000
Exercise of stock options (Note 4) ................................     --         --         --             --          (54,000)
Purchase of treasury stock ........................................     --         --         --             --             --
                                                                    -------    -------  ----------   ------------   ------------
BALANCE, December 31, 1997 ........................................     --         --   10,013,544     10,014,000      9,522,000
    Comprehensive loss, year ended December 31, 1998--
        Net income ................................................     --         --         --             --             --
        Other comprehensive income
            Net translation adjustment, current year ..............     --         --         --             --             --
            Change in unrealized gain on marketable
              securities, net of income taxes of $97,000 ..........     --         --         --             --             --

Comprehensive loss ................................................

Amortization of deferred compensation (Note 4) ....................     --         --         --             --         (366,000)
Exercise of stock options (Note 4) ................................     --         --         --             --          (10,000)
Purchase of treasury stock ........................................     --         --         --             --             --
                                                                    -------    -------  ----------   ------------   ------------
BALANCE, December 31, 1998 ........................................     --         --   10,013,544     10,014,000      9,146,000
    Comprehensive income, year ended December 31, 1999--
        Net income ................................................     --         --         --             --             --
        Other comprehensive income
            Net translation adjustment ............................     --         --         --             --             --
            Change in unrealized loss on marketable
              securities, net of income tax benefit
              of $224,000                                               --         --         --             --             --

Comprehensive income ..............................................     --         --         --             --             --

Amortization of deferred compensation (Note 4) ....................     --         --         --             --         (117,000)
Purchase of treasury stock ........................................     --         --         --             --             --
                                                                    -------    -------  ----------   ------------   ------------
BALANCE, December 31, 1999 ........................................     --     $   --   10,013,544   $ 10,014,000   $  9,029,000
                                                                    =======    =======  ==========   ============   ============



The accompanying notes to consolidated financial statements are an integral part
of these statements.


</TABLE>


<PAGE>


<TABLE>
<CAPTION>

               Accumulated
                 Other
 Treasury     Comprehensive     Retained   Comprehensive
   Stock      Income (Loss)     Earnings    Income {Loss}
------------   ------------   ------------  ------------
<S>            <C>            <C>           <C>
$ (4,851,000)  $  2,528,000   $ 10,237,000
        --             --        5,536,000  $  5,536,000
                                            ------------

        --         (380,000)         --         (380,000)

        --       (3,357,000)         --       (3,357,000)
                                            ------------
        --             --            --     $  1,799,000
                                            ============
   1,694,000           --       (1,506,000)
        --             --            --
     163,000           --            --
    (863,000)          --            --
------------   ------------   ------------
  (3,857,000)    (1,209,000)    14,267,000

        --             --        1,007,000  $  1,007,000
                                            ------------
        --         (687,000)         --         (687,000)

        --       (1,501,000)         --       (1,501,000)
                                            ------------
                                            $ (1,181,000)
                                            ============
        --             --            --
      17,000           --            --
  (1,463,000)          --            --
------------   ------------   ------------
  (5,303,000)    (3,397,000)    15,274,000

        --             --          614,000  $    614,000
                                            ------------
        --          574,000           --         574,000


        --         (392,000)          --        (392,000)
                                            ------------
        --             --             --    $    796,000
                                            ============
        --             --             --
  (2,445,000)          --             --
------------   ------------   ------------
$ (7,748,000)  $ (3,215,000)  $ 15,888,000
============   ============   ============


</TABLE>

                                                                             F-4

<PAGE>


<TABLE>
<CAPTION>

WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
DECEMBER 31, 1999, 1998 AND 1997

                                                                                 1999           1998             1997
                                                                             ------------    ------------    ------------
<S>                                                                          <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .............................................................   $    614,000    $  1,007,000    $  5,536,000
  Adjustments to reconcile net income to net cash provided by (used in)
    operating activities--
      Depreciation, depletion and amortization ...........................      3,586,000       5,141,000       3,762,000
      Deferred income tax (benefit) provision ............................        (96,000)       (204,000)        740,000
      Adjustment of deferred and unearned compensation in connection
        with nonqualified stock option plan, net .........................        (48,000)       (105,000)        (22,000)
  Gain on sales of marketable securities .................................        (24,000)     (4,932,000)     (9,595,000)
  Gain on sales of real estate properties ................................       (701,000)           --              --
  Changes in operating assets and liabilities--
    Decrease (increase) in accounts receivable ...........................      1,327,000      (1,454,000)        794,000
    Decrease (increase) in income taxes receivable .......................        236,000        (746,000)           --
    Decrease (increase) in prepaid expenses and
      other current assets ...............................................         33,000        (410,000)       (507,000)
    Decrease in dividends payable ........................................           --           (18,000)       (445,000)
    Decrease in other liabilities ........................................           --              --          (814,000)
    Increase (decrease) in accounts payable, accrued liabilities and
      taxes payable ......................................................        298,000      (2,238,000)        283,000
                                                                             ------------    ------------    ------------
        Net cash provided by (used in) operating activities ..............      5,225,000      (3,139,000)       (268,000)
                                                                             ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net ..............................................     (3,687,000)    (10,273,000)    (12,517,000)
  Purchases of marketable securities .....................................     (1,338,000)     (2,813,000)     (2,428,000)
  Proceeds from sales and redemptions of marketable securities ...........        602,000      18,186,000      15,078,000
  Proceeds from sales of real estate properties ..........................      1,602,000            --              --
    Net cash (used in) provided by                                           ------------    ------------    ------------
      investing activities ...............................................     (2,821,000)      5,100,000         133,000
                                                                             ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of debt .........................................      1,000,000      12,179,000      36,790,000
  Principal payments of longterm debt ....................................     (3,649,000)    (12,823,000)    (31,090,000)
  Purchase of treasury stock .............................................     (2,445,000)     (1,463,000)       (863,000)
  Cash dividends .........................................................           --              --          (463,000)
  Exercise of stock options ..............................................           --             7,000         109,000
                                                                             ------------    ------------    ------------
    Net cash (used in) provided by financing activities ..................     (5,094,000)     (2,100,000)      4,483,000
                                                                             ------------    ------------    ------------


                                                                                                                      F-5

</TABLE>



<PAGE>


<TABLE>
<CAPTION>

WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
DECEMBER 31, 1999, 1998 AND 1997

                                                                1999          1998           1997
                                                            -----------   -----------    -----------
<S>                                                         <C>           <C>            <C>
EFFECT OF EXCHANGE RATE CHANGES ON CASH .................   $   133,000   $  (131,000)   $    (6,000)
                                                            -----------   -----------    -----------
  Net (decrease) increase in cash and
    cash equivalents ....................................    (2,557,000)   (1,090,000)     4,342,000

CASH AND CASH EQUIVALENTS, beginning of year ............     4,444,000     5,534,000      1,192,000
                                                            -----------   -----------    -----------
CASH AND CASH EQUIVALENTS, end of year ..................   $ 1,887,000   $ 4,444,000    $ 5,534,000
                                                            ===========   ===========    ===========
SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS:
  Cash paid during the year for--
    Interest ............................................   $ 3,727,000   $ 4,303,000    $ 3,623,000
    Income taxes, net ...................................        78,000     3,058,000      2,449,000
                                                            ===========   ===========    ===========


The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                                                                                 F-6

</TABLE>


<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    DESCRIPTION OF BUSINESS

Wilshire Oil Company of Texas (the Company) is a diversified corporation engaged
in oil and gas exploration and production and real estate operations. The
Company's oil and gas operations are conducted, both in its own name and through
several wholly-owned subsidiaries, in the United States and Canada. Oil and gas
operations in the United States are located in Arkansas, California, Kansas,
Nebraska, New Mexico, Ohio, Oklahoma, Pennsylvania, Texas and Wyoming. In
Canada, the Company conducts oil and gas operations in the Provinces of Alberta,
British Columbia and Saskatchewan. Crude oil and natural gas production is sold
to oil refineries and natural gas pipeline companies. The Company's real estate
holdings are located in the states of Arizona, Florida, New Jersey, Georgia and
Texas. The Company also maintains investments in marketable securities, which
are available for sale.

2.    SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES

Significant accounting policies followed by the Company and its subsidiaries are
as follows--

Basis of Presentation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. Significant intercompany account balances and
transactions among subsidiaries have been eliminated in consolidation.

Use of Estimates

The preparation of these financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash And Cash Equivalents

The Company considers cash and cash equivalents to include deposits with banks
having a maturity of three months or less from date of purchase.

Marketable Securities, Available for Sale

As of December 31, 1999 and 1998, the marketable securities of the Company
consist primarily of equity securities, all of which are classified as available
for sale. These securities are carried at fair value based upon quoted market
prices. Differences between an investment's cost and its fair value are charged
(credited) directly to shareholders' equity, net of related income taxes. The
cost of securities sold is determined on a specific identification basis.

Included in accounts receivable at December 31, 1998 is approximately $1.4
million due from broker, related to sales of marketable securities in 1998 which
settled in 1999.


                                                                            F-7

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property And Equipment

      Oil And Gas Properties

The Company follows the accounting policy, generally known in the oil industry
as "full cost accounting," of capitalizing all costs, including interest costs,
relating to the exploration for and development of its mineral resources. Under
this method, all costs incurred in the United States and Canada are accumulated
in separate cost centers and are amortized using the gross revenue method based
on total future estimated recoverable oil and gas reserves.

Capitalized costs are subject to a "ceiling" test that limits such costs to the
aggregate of the estimated present value of the future net revenues of proved
reserves and the lower of cost or fair value of unproved properties. Due to this
limitation, during 1998 the Company provided an additional charge for
depreciation, depletion and amortization of $1,022,000 to reflect substantial
declines in the prices received for oil and gas. This additional charge is
included in depreciation, depletion and amortization in the accompanying
consolidated statements of income. Management is of the opinion that, based on
reserve reports of petroleum engineers and geologists, the fair value of the
estimated recoverable oil and gas reserves, after the additional charge
discussed above, exceeds the unamortized cost of oil and gas properties at
December 31, 1999 and 1998.

      Real Estate And Other Properties

Real estate properties and other property and equipment are stated at cost.
Depreciation is provided on the straightline method using an estimated useful
life of 30 to 35 years for real estate buildings and at various rates based upon
the estimated useful lives of the other property and equipment.

As of December 31, 1999 and 1998, real estate properties consist of land with an
aggregate cost of $14,760,000 and $14,952,000, buildings with an aggregate cost
of $38,157,000 and $38,218,000 and furniture and fixtures with an aggregate cost
of $6,685,000 and $5,603,000, respectively.

Impairment of Property and Equipment

The Company has adopted Financial Accounting Standards Board (FASB) Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
LongLived Assets" (SFAS 121) for their non oil and gas producing assets. The
adoption of this standard did not have an impact on the Company's financial
condition or results of operations. In addition, as of December 31, 1999, the
Company has determined that no impairment has occurred in accordance with the
measurement criteria prescribed by SFAS 121.

Revenue Recognition

Revenue from oil and gas properties is recognized at the time these products are
delivered to third party purchasers. Revenue from real estate properties is
recognized during the period in which the premises are occupied and rent is due
from the tenant. Because revenues from both oil and gas and real estate
operations are collected in a relatively short period, no allowance is required
for uncollectible accounts.

                                                                             F-8

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

The Company accounts for income taxes using Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires
an asset and liability approach for financial accounting and reporting for
income taxes and allows recognition and measurement of deferred tax assets based
upon the likelihood of realization of tax benefits in future years. Under the
asset and liability approach, deferred taxes are provided for the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. The principal transactions are those related to intangible drilling
costs, exploration costs, expired leases, depreciation and nonproducing well
costs (see Note 5).

Foreign Operations

The assets and liabilities of the Company's Canadian subsidiary have been
translated at current exchange rates, and related revenues and expenses have
been translated at average annual exchange rates. The aggregate effect of
translation losses has been reflected as a component of accumulated other
comprehensive loss until the sale or liquidation of the underlying foreign
investment.

Unremitted earnings of the Canadian subsidiary are intended to be permanently
invested in Canada and are subject to foreign taxes substantially equivalent to
United States Federal income taxes. The unremitted earnings on which the Company
has not been required to provide Federal income taxes amounted to approximately
$15,658,000 at December 31, 1999.

Accounting for Stock-Based Compensation

The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). As of December 31, 1999
and 1998, there are several stock option plans subject to the provisions of SFAS
123. The adoption of this pronouncement had no impact on the Company's financial
condition or results of operations, however, additional disclosures have been
included in the financial statements (see Note 4).

Net Income Per Common Share

The Company has adopted FASB Statement of Financial Accounting Standards No.
128, "Earnings per Share" (SFAS 128). SFAS 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings per
share. Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share gives effect to
all potentially dilutive common shares that were outstanding during the period.

                                                                             F-9


<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the computations of basic and diluted earnings
per share--

                                             1999        1998         1997
                                         ----------   ----------   ----------
        Numerator--Net income
            Basic and Diluted ........   $  614,000   $1,007,000   $5,536,000
                                         ==========   ==========   ==========
        Denominator--Weighted average
            common shares outstanding--   8,559,374    9,297,119    9,522,167
            Basic Incremental shares
              fromassumed conversions of
              stock options ..........         --         47,628       89,182
                                         ----------   ----------   ----------
        Weighted average common shares
          outstanding--Diluted .......    8,559,374    9,344,747    9,611,349
                                         ==========   ==========   ==========
        Basic earnings per share .....   $      .07   $     0.11   $     0.58
        Diluted earnings per share ...   $      .07   $     0.11   $     0.58

Accumulated Other Comprehensive Income

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income," (SFAS 130) which establishes standards
for reporting comprehensive income and its components in annual and interim
financial statements. The Company adopted SFAS 130 as of January 1, 1998. In the
Company's case, comprehensive income includes net income, unrealized gains on
availableforsale securities and foreign currency translation adjustments. The
Company has chosen to disclose Comprehensive Income in the Consolidated
Statements of Shareholders' Equity.

Changes in the components of Accumulated Other Income (Loss) for the years 1997,
1998 and 1999 are as follows--

<TABLE>
<CAPTION>


                                           Unrealized Gains        Cumulative          Accumulated
                                              (Losses) on       Foreign Currency          Other
                                          Available-for-Sale      Translation         Comprehensive
                                              Securities           Adjustment          Income(Loss)
                                              -----------         -----------         ------------
        <S>                                   <C>                 <C>                 <C>
        Balance, December 31, 1996 ........   $ 4,976,000         $(2,448,000)        $ 2,528,000
          Change for the year 1997 ........    (3,357,000)           (380,000)         (3,737,000)
                                              -----------         -----------         -----------
        Balance, December 31, 1997 ........     1,619,000          (2,828,000)         (1,209,000)
          Change for the year 1998 ........    (1,501,000)           (687,000)         (2,188,000)
                                              -----------         -----------         -----------
        Balance, December 31, 1998 ........       118,000          (3,515,000)         (3,397,000)
          Change for the year 1999 ........      (392,000)            574,000             182,000
                                              -----------         -----------         -----------
        BALANCE, December 31, 1999 ........   $  (274,000)        $(2,941,000)        $(3,215,000)
                                              ===========         ===========         ===========


</TABLE>

Reclassifications

Certain reclassifications have been made to the prior year's financial
information to conform to the current year presentation.

                                                                            F-10

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    LONG-TERM DEBT

Longterm debt as of December 31 consisted of the following--

                                                   1999          1998
                                               -----------   -----------
        Mortgage notes payable (a) .........   $24,740,000   $25,094,000
        Mortgage notes payable (b) .........    17,226,000    23,098,000
        Mortgage notes payable (c) .........     5,676,000          --
        Note payable (d) ...................     1,975,000     3,074,000
        Promissory note (e) ................          --       2,000,000
        Revolving line of credit (f) .......     2,000,000     1,000,000
                                               -----------   -----------
                                                51,617,000    54,266,000
        Less Current portion ...............     4,682,000     6,502,000
                                               -----------   -----------
                                               $46,935,000   $47,764,000
                                               ===========   ===========

(a)  At December 31, 1999, the Company had mortgage notes payable to The Trust
     Company of New Jersey (The Trust Company) totaling $24,740,000 payable in
     installments, bearing interest at a weighted average effective interest
     rate of 7.46%. These mortgage notes are secured by a first mortgage
     interest in the Company's real estate properties and mature at various
     dates through 2009.

(b)  The Company paid in full, prior to maturity, two mortgage notes in 1998 to
     The Trust Company, reflected in (a), and refinanced these loans with Criimi
     Mae/Citicorp Real Estate (Criimi Mae). The Criimi Mae notes at December 31,
     1999 are payable in monthly installments, bear interest at a rate of 7.48%
     and mature in November 2007.

(c)  In August 1999, the Company transferred servicing of two of the mortgage
     notes payable to Criimi Mae, reflected in (b), to Orix Real Estate Capital
     Markets, LLC (ORIX). The Orix notes are payable in monthly installments,
     bearing a weighted average interest rate of 7.05% and mature in July 2008.

(d)  The note payable to The Trust Company  bears  interest at the prime lending
     rate (8.50% at December 31, 1999), matures in August 2000 and is secured by
     certain marketable securities.

(e) The promissory note at December 31, 1998 was paid in full during 1999.

(f)  During 1997, the Company obtained an unsecured $1,000,000 revolving line of
     credit from The Trust Company. During 1998, the revolving line of credit
     was increased to $2,000,000, all of which was outstanding at December 31,
     1999. This loan bears interest at the prime lending rate and matures in
     August 2000.

                                                                            F-11

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The aggregate maturities of the longterm debt in each of the five years
subsequent to 1999 and thereafter are--

        2000 .............................   $ 4,682,000
        2001 .............................     2,626,000
        2002 .............................       554,000
        2003 .............................     3,303,000
        2004 .............................    10,155,000
        Thereafter .......................    30,297,000
                                             -----------
                                             $51,617,000
                                             ===========



4.    STOCK OPTIONS

Under various stock option plans adopted prior to 1995, stock options to
purchase an aggregate of 114,555 shares of common stock were outstanding to
officers, key consultants and employees at December 31, 1999. No additional
options may be granted under these plans.

In June 1995, the Company adopted two new stockbased compensation plans (1995
Stock Option and Incentive Plan "Incentive Plan"; and 1995 Non-employee Director
Stock Option Plan "Director Plan") under which, up to 450,000 and 150,000
shares, respectively, are available for grant. During 1998 and 1999, the Company
granted 5,000 options in each year, to purchase common stock under the Director
Plan. No options were granted under either plan during 1997. At December 31,
1999, 3,090 and 82,100 options were outstanding under the Incentive Plan and
Director Plan, respectively.

The number and terms of the options granted under these plans are determined by
the Company's Stock Option Committee (the Committee) based on the fair market
value of the Company's common stock on the date of grant. The period during
which an option may be exercised varies, but no option may be exercised after
ten years from the date of grant.

The Company has adopted the provisions of SFAS 123, "Accounting For Stock-Based
Compensation." As permitted by the statement, the Company has chosen to continue
to account for stock-based compensation using the intrinsic value method.
Accordingly, no compensation expense has been recognized for its stock-based
compensation plans. Had the fair value method of accounting been applied to the
Company's stock option plans, which requires recognition of compensation cost
ratably over the vesting period of the underlying equity instruments, net income
would have been reduced by $49,000 with no per share effect in 1999, $52,000
with $.01 per share effect in 1998 and $41,000 with no per share effect in 1997.
This pro forma impact only takes into account options granted since January 1,
1995 and is likely to increase in future years as additional options are granted
and amortized ratably over the vesting period. The average fair value of options
granted during 1999 and 1998 was $2.09 and $3.14, respectively. There were no
options granted during 1997.

The fair value was estimated using the Black-Scholes option-pricing model based
on the weighted average market price at grant date of $3.94 in 1999 and $6.00 in
1998 and the following weighted average assumptions; risk-free interest rate of
6.19% for 1999 and 5.78% for 1998, volatility of 25.94% for 1999 and 26.07% for
1998, and no dividend yield for 1999 and 1998.

                                                                            F-12

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes stock option activity for 1999 and 1998--

<TABLE>
<CAPTION>

                                                       1999                    1998
                                               ---------------------------------------------
                                                            Price                     Price
                                                Shares     Low-High     Shares       Low-High
                                               -------    ---------     -------     ---------
        <S>                                    <C>        <C>           <C>         <C>
        Options outstanding at beginning of
          year ............................    419,067    $1.00-6.71    420,839    $1.00-6.71
        Options granted ...................      5,000       3.94         5,000       6.31
        Options exercised .................         --        --         (2,798)    1.49-2.37
        Options terminated and expired ....   (224,322)      4.31        (3,974)    3.87-4.31
                                               -------    ----------    -------    ----------
        Options outstanding at end of
          year (a) ........................    199,745    $1.00-6.71    419,067    $1.00-6.71
                                               -------    ----------    -------    ----------
        Options exercisable at end of
           year (b) .......................    168,497    $1.00-6.71    376,781    $1.00-6.71
                                               =======    ==========    =======    ==========

</TABLE>


     (a)  At December 31,  1999,  options  outstanding  include  10,190  options
          ($1.00  to $6.71 per  share)  granted  to  certain  employees  and key
          consultants  whereby the initial  option  price as  determined  by the
          Committee is subject to reduction (to a minimum of $1.00) by an amount
          equal to the  increase  in market  value  from the date of  grant.  At
          December 31, 1998,  included in these options are 219,226 options with
          attached stock appreciation rights,  pursuant to which the Company may
          elect to grant cash,  stock or a combination of cash and stock in lieu
          of the stock appreciation value. Additional compensation  attributable
          to these options is charged to income or  capitalized  as  exploration
          and development  costs over calculated  periods of employment based on
          the duties  performed by the individuals  awarded the options.  During
          1999, 1998 and 1997, $69,000, $105,000 and $22,000,  respectively, was
          charged  to   operations,   and   $48,000,   $261,000   and   $60,000,
          respectively,  was charged to oil and gas properties  relating to such
          options.

          As of December 31, 1999 and 1998,  included in accrued  liabilities is
          $264,000  and  $814,000  payable  to  certain  individuals  for  stock
          appreciation rights. These amounts are currently payable under certain
          conditions.

5.    INCOME TAXES

Income taxes consist of the following--

<TABLE>
<CAPTION>

                                 1999          1998           1997
                            -----------    -----------    -----------
        <S>                 <C>            <C>            <C>
        Federal--
            Current .....   $   251,000    $   900,000    $ 2,234,000
            Deferred ....      (350,000)      (377,000)       350,000
                            -----------    -----------    -----------
                                (99,000)       523,000      2,584,000
                            -----------    -----------    -----------
        Foreign--
            Current .....        63,000         42,000        104,000
            Deferred ....       254,000        173,000        166,000
                            -----------    -----------    -----------
                                317,000        215,000        270,000
                            -----------    -----------    -----------

        State ...........        (8,000)        19,000        396,000
                            -----------    -----------    -----------
            Total .......   $   210,000    $   757,000    $ 3,250,000
                            ===========    ===========    ===========

</TABLE>

                                                                            F-13

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the differences between the effective tax rate and the
statutory U. S. income tax rate is as follows--

<TABLE>
<CAPTION>

                                                 1999            1998            1997
                                             -----------     -----------     -----------
        <S>                                  <C>             <C>             <C>
        Federal income tax provision at
          statutory rate .................   $   280,000     $   600,000     $ 3,075,000
        State income tax provision, net of
          Federal benefit ................        (5,000)         13,000         257,000
        Impact of foreign operations .....       (20,000)       (176,000)         80,000
        Dividend exclusion ...............       (45,000)        (90,000)       (162,000)
        Provision for Internal Revenue
          Service review (Note 6) ........          --           410,000            --
                                             -----------     -----------     -----------
                                             $   210,000     $   757,000     $ 3,250,000
                                             ===========     ===========     ===========
        Effective tax rate ...............          25.5%           42.9%           37.0%
                                             ===========     ===========     ===========

Significant components of deferred tax liabilities as of December 31, 1999 and
1998 were as follows--

                                                                     1999            1998
                                                                 ------------    ------------
        <S>                                                      <C>             <C>
        Tax over book depreciation, depletion and amortization--
            Oil and gas and real estate properties--U. S .....   $  7,491,000    $  7,840,000
            Oil and gas properties--Canada ...................      4,443,000       3,954,000
        Unrealized (loss) gain on marketable securities ......       (224,000)         97,000
                                                                 ------------    ------------
                    Net deferred tax liabilities .............     11,710,000      11,891,000

        Deferred tax assets reclassified to current ..........        224,000
                                                                 ------------    ------------
                    Noncurrent deferred tax liability ........   $ 11,934,000    $ 11,891,000
                                                                 ============    ============

</TABLE>


6.    COMMITMENTS AND CONTINGENCIES

During 1998, Federal income tax returns of the Company and its subsidiaries for
the years 1994 through 1996 were under review by the IRS. During 1998, the
Company received a notice of assessment from the IRS and completed full
settlement of this Federal tax liability of $430,000, including accrued
interest.

The Company's income tax returns for the State of Arizona are currently under
review by the IRS for the years 1993 through 1998. The Company believes that
final settlement of its state tax liability for those years will not have a
significant impact on its consolidated financial position or results of
operations.

In June 1996 the Company's Board of Directors adopted the Stockholder Protection
Rights Plan (the Rights Plan). The Rights Plan provides for issuance of one
Right for each share of common stock outstanding as of July 6, 1996. The Rights
are separable from and exercisable upon the occurrence of certain triggering
events involving the acquisition of at least 15% (or, in the case of certain
existing stockholders, 25%) of the Company's common stock by an individual or
group, as defined in the Rights Plan (an Acquiring Person) and may be redeemed
by the Board of Directors at a redemption price of $0.01 per Right at any time
prior to the announcement by the Company that a person or group has become an
Acquiring Person.

                                                                            F-14

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 1999 and 1998, 9,248,375 Rights were outstanding. Each Right
entitles the holder to purchase, for an exercise price of $25, one one-hundredth
of a share of Series A Participating Preferred Stock. Each one one-hundredth
share of Series A Participating Preferred Stock is designed to have economic
terms similar to those of one share of common stock but will have one
one-hundredth of a vote. Because the Rights are only exercisable under certain
conditions, none of which were in effect as of December 31, 1999 and 1998, the
outstanding Rights are not considered in the computation of basic and diluted
earnings per share.

The Company does not have significant lease commitments or post retirement
benefits.

7.    SEGMENT INFORMATION

The Company has adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information," (SFAS
131), which establishes standards for companies to report information about
operating segments in annual financial statements, based on the approach that
management utilizes to organize the segments within the Company for management
reporting and decision making. Business segment and geographic disclosures (see
Note 8) for prior periods have been restated to comply with SFAS 131.

The Company is engaged in the exploration and development of oil and gas, both
in its own name and through several wholly-owned subsidiaries, on the North
American continent. The Company also conducts real estate operations throughout
the United States.

Oil and Gas

The Company conducts its oil and gas operations in the United States and Canada.
Oil and gas operations in the United States are located in Arkansas, California,
Kansas, Nebraska, New Mexico, Ohio, Oklahoma, Pennsylvania, Texas and Wyoming.
In Canada, the Company conducts oil and gas operations in the Provinces of
Alberta, British Columbia and Saskatchewan.

Real Estate

The Company's real estate operations are conducted in the states of Arizona,
Texas, Florida, Georgia and New Jersey. The Company's properties consist of
apartment complexes as well as commercial and retail properties.

Corporate

The Company holds investments in certain marketable securities. From time to
time, the Company buys and sells securities in the open market. Over the years,
the Company has decreased its holding in marketable securities and focused its
resources in the oil and gas and real estate divisions.

                                                                            F-15

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

The following segment data is presented based on the Company's internal management reporting system--

                                                        1999            1998              1997
                                                   -------------    -------------    -------------
        <S>                                        <C>              <C>              <C>
        Gross revenues--
            Oil and gas--United States .........   $   3,071,000    $   2,964,000    $   4,004,000
            Oil and gas--Canada ................       2,167,000        1,795,000        1,913,000
            Real estate ........................      12,484,000       11,546,000        9,730,000
                                                   -------------    -------------    -------------
                                                   $  17,722,000    $  16,305,000    $  15,647,000
                                                   =============    =============    =============


        Income (loss) from operations--
            Oil and gas--United States (a) .....   $    (680,000)   $  (3,011,000)   $    (609,000)
            Oil and gas--Canada (a) ............         953,000          707,000          853,000
            Real estate (a) ....................       3,684,000        2,684,000        2,420,000
            Corporate (a) ......................        (197,000)        (247,000)        (605,000)
                                                   -------------    -------------    -------------
                                                   $   3,760,000    $     133,000    $   2,059,000
                                                   =============    =============    =============

        Depreciation, depletion and amortization--
            Oil and gas--United States .........   $   1,160,000    $   3,062,000    $   1,945,000
            Oil and gas--Canada ................         332,000          327,000          382,000
            Real estate ........................       2,073,000        1,729,000        1,404,000
            Corporate ..........................          21,000           23,000           31,000
                                                   -------------    -------------    -------------
                                                   $   3,586,000    $   5,141,000    $   3,762,000
                                                   =============    =============    =============

        Identifiable assets--
            Oil and gas--United States .........   $  16,418,000    $  16,920,000    $  18,690,000
            Oil and gas--Canada ................      14,334,000       12,727,000       13,286,000
            Real estate ........................      40,367,000       54,354,000       48,580,000
            Corporate ..........................      19,408,000       10,600,000       21,473,000
                                                   -------------    -------------    -------------
                                                   $  90,527,000    $  94,601,000    $ 102,029,000
                                                   =============    =============    =============

        Capital expenditures--
            Oil and gas--United States .........   $     821,000    $   1,510,000    $   1,381,000
            Oil and gas--Canada ................       1,136,000        1,160,000        1,165,000
            Real estate ........................       1,870,000        7,809,000       10,367,000
            Corporate ..........................           6,000           21,000           18,000
                                                   -------------    -------------    -------------
                                                   $   3,833,000    $  10,500,000    $  12,931,000
                                                   =============    =============    =============
</TABLE>


(a)  Represents revenues less all operating costs, including depreciation,
     depletion and amortization.

                                                                            F-16

<PAGE>



WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.    GEOGRAPHIC INFORMATION

<TABLE>
<CAPTION>

The following is a description by geographic location--

                                                        1999            1998            1997
                                                   -------------   -------------    -------------
        <S>                                        <C>             <C>              <C>
        Gross revenues--
            United States ......................   $  15,555,000   $  14,510,000    $  13,734,000
            Canada .............................       2,167,000       1,795,000        1,913,000
                                                   -------------   -------------    -------------
                                                   $  17,722,000   $  16,305,000    $  15,647,000
                                                   =============   =============    =============

        Income (loss) from operations--
            United States ......................   $   2,807,000   $    (574,000)   $   1,206,000
            Canada .............................         953,000         707,000          853,000
                                                   -------------   -------------    -------------
                                                   $   3,760,000   $     133,000    $   2,059,000
                                                   =============   =============    =============

        Depreciation, depletion and amortization--
            United States ......................   $   3,254,000   $   4,814,000    $   3,380,000
            Canada .............................         332,000         327,000          382,000
                                                   -------------   -------------    -------------
                                                   $   3,586,000   $   5,141,000    $   3,762,000
                                                   =============   =============    =============

        Identifiable assets--
            United States ......................   $  76,193,000   $  81,874,000    $  88,743,000
            Canada .............................      14,334,000      12,727,000       13,286,000
                                                   -------------   -------------    -------------
                                                   $  90,527,000   $  94,601,000    $ 102,029,000
                                                   =============   =============    =============

        Capital expenditures--
            United States ......................   $   2,697,000   $   9,340,000    $  11,766,000
            Canada .............................       1,136,000       1,160,000        1,165,000
                                                   -------------   -------------    -------------
                                                   $   3,833,000   $  10,500,000    $  12,931,000
                                                   =============   =============    =============
<CAPTION>


9.    OIL AND GAS PRODUCING ACTIVITIES

The following data represents the Company's oil and gas producing activities for 1999 and 1998--

                                                                        1999           1998
                                                                    ------------   ------------
        <S>                                                         <C>            <C>
        Capitalized costs (all being amortized)--
            Productive and nonproductive properties .............   $131,211,000   $128,522,000
            Unevaluated properties ..............................      5,349,000      5,282,000
                                                                    ------------   ------------
                    Total capitalized costs being amortized .....    136,560,000    133,804,000

        Less Accumulated depreciation, depletion and amortization    107,339,000    105,609,000
                                                                    ------------   ------------
                    Net capitalized costs .......................   $ 29,221,000   $ 28,195,000
                                                                    ============   ============


</TABLE>

                                                                            F-17

<PAGE>


WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The following data summarizes the costs incurred in property acquisition,
exploration and development activities and the results of operations from oil
and gas producing activities--

<TABLE>
<CAPTION>

                                                         United States                               Canada
                                         -----------------------------------------    ---------------------------------------
                                            1999            1998          1997           1999          1998          1997
                                         -----------    -----------    -----------    -----------   -----------   -----------
        <S>                              <C>            <C>            <C>            <C>           <C>           <C>
        Acquisition of unproved
          properties .................   $    82,000    $   336,000    $    72,000    $    84,000   $    93,000   $    73,000
        Exploration ..................       441,000        459,000        500,000        109,000        99,000       116,000
        Development ..................       306,000        736,000        809,000        593,000       565,000       976,000
                                         -----------    -----------    -----------    -----------   -----------   -----------
        Total costs incurred .........   $   829,000    $ 1,531,000    $ 1,381,000    $   786,000   $   757,000   $ 1,165,000
                                         ===========    ===========    ===========    ===========   ===========   ===========
        Revenues from oil and gas
          producing activities .......   $ 3,071,000    $ 2,964,000    $ 4,004,000    $ 2,167,000   $ 1,795,000   $ 1,913,000
                                         -----------    -----------    -----------    -----------   -----------   -----------
        Production costs .............     1,509,000      1,656,000      1,822,000        494,000       641,000       452,000
        Technical support and other ..     1,061,000      1,257,000        846,000        388,000       120,000       226,000
        Depreciation, depletion and
          amortization ...............     1,181,000      3,062,000      1,945,000        332,000       327,000       382,000
                                         -----------    -----------    -----------    -----------   -----------   -----------
        Total expenses ...............     3,751,000      5,975,000      4,613,000      1,214,000     1,088,000     1,060,000
                                         -----------    -----------    -----------    -----------   -----------   -----------
        Pretax income (loss) from oil
          and gas producing
          activities .................      (680,000)    (3,011,000)      (609,000)       953,000       707,000       853,000

        Income tax provision (benefit)      (238,000)    (1,053,000)      (213,000)       124,000        92,000       111,000
                                         -----------    -----------    -----------    -----------   -----------   -----------
        Results of oil and gas
          producing activities .......   $  (442,000)   $(1,958,000)   $  (396,000)   $   829,000   $   615,000   $   742,000
                                         ===========    ===========    ===========    ===========   ===========   ===========

                                                                                                                         F-18

</TABLE>



<PAGE>


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wilshire Oil Company of Texas:

As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10K, into the Company's previously filed
Registration Statement File No. 3340324.




Roseland, New Jersey
April 12, 2000

                                                                            F-19

<PAGE>

Financial Accounting Standards Board Statement No. 69 Disclosures

     The following disclosures are those required to be made by publicly traded
enterprises  under  Financial  Accounting  Standards  Board  Statement  No.  69,
Disclosures About Oil and Gas Producing Activities.

     The SEC defines proved oil and gas reserves as those  estimated  quantities
of  crude  oil,  natural  gas and  natural  gas  liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years  from known  reservoirs  under  existing  economic  and  operating
conditions.  Proved  developed  oil and  gas  reserves  are  those  that  can be
recovered through existing wells with existing equipment and operating methods.

                                       23

<PAGE>

       Estimated quantities of proved oil and gas reserves are as follows:

               Disclosures of Oil and Gas Producing Activities as
                   Required by Financial Accounting Standards
                             Board Statement No. 69
                                 (000's Omitted)

<TABLE>
<CAPTION>

                                                            Crude Oil, Condensate and Natural Gas Liquids
                                                            ---------------------------------------------
                                                                           (Barrels)
                                                                           ---------
                                                                  United States                     Canada
                                                            --------------------------    --------------------------

                                                             1999      1998      1997      1999      1998      1997
                                                            ------    ------    ------    ------    ------    ------
<S>                                                          <C>       <C>       <C>       <C>       <C>       <C>
Proved Reserves-Beginning of Year                            1,412     1,405     1,545     1,153     1,194     1,201
Revisions of previous estimates                                 84      (168)
                                                                                    60       (52)       12       (24)
Sale of minerals in place
                                                               -0-       -0-       -0-       -0-       -0-       -0-
Extensions and discoveries                                                                                       -0-
                                                                          35        13       -0-       -0-        77
Production                                                     (68)      (88)     (101)      (46)      (53)      (60)
                                                            ------    ------    ------    ------    ------    ------

Proved Reserves-End of Year                                  1,428     1,412     1,405       939     1,153     1,194
                                                            ------    ------    ------    ------    ------    ------
Proved Developed Reserves-                                     430       423       607       755       834       867
                                                            ------    ------    ------    ------    ------    ------
       Beginning of Year

       End of Year                                             447       430       423       615       755       834
                                                            ======    ======    ======    ======    ======    ======

<CAPTION>

                                                                          Natural Gas
                                                                          -----------
                                                                             (MCF)
                                                                             -----

                                                                     United States                      Canada
                                                             ----------------------------     ----------------------------

                                                              1999       1998       1997       1999       1998       1997
                                                             ------     ------     ------     ------     ------     ------

<S>                                                           <C>       <C>        <C>        <C>        <C>        <C>
Proved Reserves-Beginning of Year                             6,315      6,731      6,798     39,029     33,629     26,000
Revisions of previous                                        (1,530)    (6,037)    (1,968)
estimates                                                     3,524        610        856
Sale of minerals in place
                                                                -0-        -0-        -0-        -0-        -0-        -0-
Extensions and                                                   --     12,458     10,410
discoveries                                                                                      -0-         13        124
Production                                                   (1,048)    (1,039)    (1,047)      (921)    (1,021)      (813)
                                                            -------    -------    -------    -------    -------    -------

Proved Reserves-End of Year                                   8,791      6,315      6,731     36,578     39,029     33,629
                                                            -------    -------    -------    -------    -------    -------
Proved Developed Reserves-
    Beginning of Year                                         6,315      6,731      6,798     32,799     31,378     25,364
                                                            -------    -------    -------    -------    -------    -------

    End of Year                                               8,791      6,315      6,731     30,419     32,799     31,387
                                                            =======    =======    =======    =======    =======    =======
</TABLE>


                                       24
<PAGE>

            Standardized Measure of Discounted Future Net Cash Flows
                     Related to Proved Oil and Gas Reserves

                         For The Years Ended December 31
                                 (000's Omitted)

                                    United States            Canada
                                -------------------   -------------------
                                  1999       1998       1999       1998
                                --------   --------   --------   --------

Future cash flows               $ 48,707   $ 25,587   $104,691   $ 86,948
                                --------   --------   --------   --------
Future costs:
   Production                     13,504     10,100     20,123     19,056
   Development, dismantlement
   & abandonment                   1,603      1,603      2,201      2,073
                                --------   --------   --------   --------

Total Future Costs                15,107   $ 11,703   $ 22,324   $ 21,129
                                --------   --------   --------   --------

Future net inflows-Before
     income tax                   33,600   $ 16,884   $ 82,367   $ 65,819
Future income taxes                8,940   $  4,282     35,624   $ 22,352
                                --------   --------   --------   --------

Future net cash flows             24,660   $ 12,602   $ 46,743   $ 43,467
10% Discount factor                9,895      4,753     27,999     24,777
                                --------   --------   --------   --------
Standardized measure of
     discounted future net
         cash flows             $ 14,765   $  7,849   $ 18,744   $ 18,690
                                --------   --------   --------   --------


     Estimated  future cash inflows are computed by applying  year-end prices of
oil and gas to year-end quantities of proved reserves.  Future price changes are
considered  only to the extent provided by contractual  arrangements.  Estimated
future  development  and  production  costs are  determined  by  estimating  the
expenditures  to be incurred in developing  and producing the proved oil and gas
reserves  at the  end  of  the  year,  based  on  year-end  costs  and  assuming
continuation  of  existing  economic  conditions.  Estimated  future  income tax
expenses are calculated by applying  year-end  statutory tax rates (adjusted for
permanent differences and tax credits) to estimated future pretax net cash flows
related to proved  oil and gas  reserves,  less the tax basis of the  properties
involved.

     These   estimates  are  furnished   and   calculated  in  accordance   with
requirements  of the Financial  Accounting  Standards  Board and the SEC. Due to
unpredictable variances in expenses and capital forecasts, crude oil and natural
gas  price  changes  and the  fact  that  the  basis  for  such  estimates  vary
significantly,  management  believes  the  usefulness  of these  projections  is
limited.  Estimates  of  future  net cash  flows do not  represent  management's
assessment  of  future  profitability  or  future  cash  flow  to  the  Company.
Management's investment and operating decisions are based upon reserve estimates
that include proved reserves prescribed by the SEC as well as probable reserves,
and upon different price and cost assumptions from those used here. It should be
recognized  that  applying  current  costs and prices at a 10  percent  standard
discount rate allows for  comparability  but does not convey absolute value. The
discounted  amounts arrived at are only one measure of financial  quantification
of proved reserves.

                                       25

<PAGE>

     There were no oil and gas  estimates  filed with or  included in reports to
any other  federal or foreign  governmental  authority or agency within the last
twelve months.

     Reserves in the United States were estimated by Ramsey Engineering Inc. and
the Company. Reserves in Canada were estimated by Citidal Engineering, Ltd.

     "Total  Costs  Both  Capitalized  and  Expensed,  Incurred  in Oil  and Gas
Producing  Activities"  (including  capitalized  interest),  "Cost  Incurred  in
Property  Acquisition,  Exploration and Development  Activities" and "Results of
Operations from Oil and Gas Producing  Activities"  during the three years ended
December  31,  1999,  1998  and  1997  are  included  in Note 9 of the  Notes to
Consolidated Financial Statements, presented elsewhere herein.

     The standardized  measure of discounted estimated future net cash flows and
changes therein related to proved oil and gas reserves is as follows:

                       Changes in Standardized Measure of

         Discounted Future Net Cash Flow from Proved Reserve Quantities

                                 (000's Omitted)

                                         1999        1998        1997
                                       --------    --------    --------
Standardized Measure -                 $ 26,539    $ 29,224    $ 31,405
     Beginning of Year
Sales and transfers - Net
     of Production Costs                 (3,018)     (2,785)     (3,643)
Extensions and discoveries                   --       6,116       4,421
Net change in sales price                16,513      (3,917)     (4,554)
Revision of quantity estimates           (1,879)     (2,831)     (1,184)
Proceeds from sales of
       Minerals in Place                    -0-         -0-         -0-
Accretion of discount                     3,186       2,730       2,984
Net change in income taxes               (7,723)       (357)      1,639
Change in production rates-
     Other                                 (109)     (1,641)     (1,844)
                                       --------    --------    --------
Standardized measure -
     End of year                       $ 33,509    $ 26,539    $ 29,224
                                       --------    --------    --------


                                       26

<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     None

                                    PART III

ITEM 10.  DIRECTORS OF THE REGISTRANT

     Information required  under  this  Item  with  respect  to  Directors  is
incorporated by reference from the Company's  Definitive Proxy Statement for the
2000 Annual Meeting of Shareholders.

     Information regarding executive officers is found in Part I, Item 1 (a)

ITEM 11.   EXECUTIVE COMPENSATION

     Information  required under this Item is incorporated by reference from the
Company's   Definitive   Proxy   Statement  for  the  2000  Annual   Meeting  of
Shareholders.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

     Information  required under this Item is incorporated by reference from the
Company's   Definitive   Proxy   Statement  for  the  2000  Annual   Meeting  of
Shareholders.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  required under this Item is incorporated by reference from the
Company's   Definitive   Proxy   Statement  for  the  2000  Annual   Meeting  of
Shareholders.

                                       27
<PAGE>

                                     PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT, SCHEDULES AND
                  REPORTS ON FORM 8-K

     (a)  1. Financial Statements

             The Financial  statements filed as part of  this  report are listed
             on the Index to Consolidated Financial Statements on page F-1.

     (a)  2. Financial Statement Schedules

             All   schedules   are  omitted   because  they  are  not  required,
             inapplicable or the information is otherwise shown in the financial
             statements or notes thereto.

     (a)  3. Exhibits

      Exhibit
  Number  Description
  ------  -----------

     3.1  Restated  Certificate  of  Incorporation  of  Wilshire  Oil Company of
          Texas, as amended.  (Incorporated  by reference to Exhibit 3.1 of Item
          14 of the  Registrant's  Annual Report on Form 10-K for the year ended
          December 31, 1992).

     3.2  Amended By-Laws, as of June 11, 1998, of Wilshire Oil Company of Texas
          (Incorporated by reference to Exhibit 3 of the Registrant's  Quarterly
          Report on Form 10-Q for the quarter ended June 30, 1998).


     4.1  Stockholder  Protection Rights  Agreement,  dated as of June 21, 1996,
          between  Wilshire Oil Company of Texas and Continental  Stock Transfer
          &Trust Company,  as Rights Agent (Incorporated by reference to Exhibit
          1 to the Company's current report on Form 8-K dated June 21, 1996).

     4.2  Multifamily Deed of Trust, Assignment of Rents, Security Agreement and
          Fixture  Filing  between a subsidiary of Wilshire Oil Company of Texas
          and  Criimi  Mae,  Inc.  dated  October  28,  1998.  (Incorporated  by
          reference to Item 14 of the  Registrant's  Annual  Report on Form 10-K
          for the year ended December 31, 1998).

     4.3  Multifamily  Promissory  Note given by a  subsidiary  of Wilshire  Oil
          Company  Of  Texas  to  Criimi  Mae,  Inc.  dated  October  28,  1997.
          (Incorporated  by  reference  to  Item 14 of the  Registrant's  Annual
          Report on Form 10-K for the year ended December 31, 1998).


     4.4  Multifamily Deed of Trust, Assignment of Rents, Security Agreement and
          Fixture  Filing  between a subsidiary of Wilshire Oil Company of Texas
          and  Criimi  Mae,  Inc.  dated  October  28,  1998.  (Incorporated  by
          reference to Item 14 of the  Registrant's  Annual  Report on Form 10-K
          for the year ended December 31, 1998).

                                       28

<PAGE>

     4.5  Multifamily  Promissory  Note given by a  subsidiary  of Wilshire  Oil
          Company  Of Texas to Criimi  Mae,  Inc.  dated  October  28,  1997.  .
          (Incorporated  by  reference  to  Item 14 of the  Registrant's  Annual
          Report on Form 10-K for the year  ended  December  31,  1998).  . 10.1
          General  Assignments  and  Assignments  of Leases dated March 31, 1992
          with  respect  to  the  purchase  of  income   producing  real  estate
          properties  (Incorporated  by  reference  to Exhibit 1 and 2 of Form 8
          dated December 9, 1992, filed with the Commission).

     10.2 General Assignments,  Assignments of Leases, and Escrow Agreements and
          Early  Possession  Agreements  with  respect to the  purchase  of four
          income producing real estate properties, (Incorporated by reference to
          Exhibits 1 (a) through 4(c) on the Company's  Form 8-K dated  December
          31, 1992 filed with the Commission).

     10.3 Wilshire Oil Company of Texas 1980 Stock Option Plan. (Incorporated by
          reference to Exhibit 10.4 of Item 14 of the Registrant's Annual Report
          on Form 10-K for the year ended December 31, 1992).

     10.4 Wilshire Oil Company of Texas 1984 Stock Option Plan. (Incorporated by
          reference to Exhibit 10.5 of Item 14 of the Registrant's Annual Report
          on Form 10-K for the year ended December 31, 1992).

     10.5 Wilshire  Oil Company of Texas 1995 Stock Option and  Incentive  Plan.
          (Incorporated by reference to Exhibit A of the Registrant's Definitive
          Proxy Statement for its 1995 Annual Meeting of Stockholders).

     10.6 Wilshire Oil Company of Texas 1995 Non-Employee  Director Stock Option
          Plan. (  Incorporated  by  reference to Exhibit B of the  Registrant's
          Definitive   Proxy   Statement   for  its  1995   Annual   Meeting  of
          Stockholders).

     11.  Computation of Earnings Per Share

     21.  List of significant subsidiaries of the Registrant

     23.  Consent of Arthur Andersen LLP

     27.  Financial Data Schedule


14(b) Reports on Form 8

          There  were no Form 8-K  filings  by the  Company  during  the  fourth
          quarter of 1999.

                                       29
<PAGE>

                               S I G N A T U R E S


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused the report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                                   WILSHIRE OIL COMPANY OF TEXAS
                                                   -----------------------------
                                                           (Registrant)


                           Directors:

                                    By:
                                       /s/S. Wilzig Izak
                                       ---------------------------------
                                       S. Wilzig Izak , Director
                                    By:

                                       /s/William Schwartz, M.D.
                                       ---------------------------------
                                       William Schwartz, M.D., Director
                                    By:

                                       /s/Milton Donnenberg
                                       ---------------------------------
                                       Milton Donnenberg, Director
                                    By:

                                       /s/Ernest Wachtel
                                       ---------------------------------
                                       Ernest Wachtel, Director
                           Officers:

                                    By:

                                       /s/S. Wilzig Izak
                                       ---------------------------------
                                       S. Wilzig Izak
                                       Chairman of the Board and Chief
                                       Executive Officer
                                       (Duly Authorized Officer and
                                       Chief Financial Officer)

Date:             April 12, 2000