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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/Al

                        AMENDING ITEMS 10, 11, 12 and 13

(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, 1998
                         .......................................................

                                       or

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE 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
incorporation or organization)                Identification 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 $34,666,000 based upon the
closing sale price of the stock, which was $4.00 on April 20, 1999.

The number of shares of the Registrant's $1 par value common stock outstanding
as of April 20, 1999 was 8,975,538.

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<PAGE>

ITEM 10.  DIRECTORS OF THE REGISTRANT

      The Company's Restated Certificate of Incorporation and By-Laws provide
for a seven member Board of Directors divided into three classes of directors
serving staggered three-year terms. The term of office of directors in Class I
expires at the 1999 Annual Meeting, Class II at the next succeeding Annual
Meeting and Class III at the following succeeding Annual Meeting.

      The information provided below with respect to director nominees and
present directors includes (1) name, (2) class, (3) principal occupation and
business experience during the past five years, (4) age and (5) the year in
which he or she became a director. This information has been furnished by the
directors.

                                       -2-

<PAGE>

<TABLE>
<CAPTION>

                                                                                          YEAR BECAME
                                                                                        DIRECTOR OF THE
NAME                                    CLASS     PRINCIPAL OCCUPATION AND AGE (a)          COMPANY
 ....                                    .....     ................................      ...............
<S>                                      <C>      <C>                                   <C>
Dr. Ira F. Braun .....................   III      Director of Neuro Interventional           1981
                                                  Radiology, Miami Vascular
                                                  Institute; Clinical Professor
                                                  of Radiology, University of
                                                  Miami; prior thereto at
                                                  Medical College of Virginia.
                                                  Age 49.

Milton Donnenberg ....................     II     Formerly President, Milton Donnenberg      1981
                                                  Assoc., Realty Management, Carlstadt,
                                                  N.J. Age 76.

S. Wilzig Izak .......................     II     Chairman of the Board since                1987
                                                  September 20, 1990; Chief Executive
                                                  Officer since May 1991; Executive
                                                  Vice President (1987-1990); prior
                                                  thereto, Senior Vice President. Age 40.

Eric J. Schmertz, Esq ................      I     Of Counsel to the law firm of Rivkin,      1983
                                                  Radler & Kremer since July 1, 1989.
                                                  Edward F. Carlough Distinguished
                                                  Professor and formerly Dean, Hofstra
                                                  University School of Law, Hempstead,
                                                  N.Y. Age 73.

Dr. William J. Schwartz ..............      I     Chief of Opthamology, Good Samaritan       1983
                                                  Hospital, Suffern, N.Y. Age 54.

Ernest Wachtel .......................    III     President, Ellmax Corp., Builders and      1970
                                                  Realty Investors, Elizabeth, N.J.
                                                  Age 74.

W. Martin Willschick .................    III     Manager, Treasury Services, City of        1997
                                                  Toronto, Canada. Mr. Willschick is 
                                                  Ms. Izak's first cousin. Age 47.

</TABLE>
-------------

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

SECTION 16(a) REPORTING

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors, executive officers and 10% shareholders to file with the Securities
and Exchange Commission certain reports regarding such persons' ownership of the
Company's securities. The Company is aware that W. Martin Willschick, a Director
of the Company, did not file timely a Form 5 report for December 1998 to 
disclose a grant of 5,000 options pursuant to the Company's 1995 Non-Employee
Director Stock Option Plan. This form was inadvertently filed 3 days late.

                                      -3-


<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth, for the years ended December 31, 1996, 1997
and 1998, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued by such entities for those
years, to or with respect to the Chief Executive Officer of the Company and the
only other person who served as an executive officer of the Company during 1998
whose salary and bonus during 1998 exceeded $100,000 (the "Named Officers"), for
services rendered in all capacities during such period.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                       LONG TERM
                                        ANNUAL COMPENSATION           COMPENSATION         
NAME AND CURRENT                        ...................          ...............       ALL OTHER
PRINCIPAL POSITION        YEAR      SALARY      BONUS    OTHER(A)    OPTIONS GRANTED    COMPENSATION(B)
 ..................        ....      .......     .....    ........    ...............    ...............  
<S>                       <C>       <C>         <C>      <C>         <C>                  <C>
 S. Wilzig Izak           1998     $140,000       --       --             --              $    236
   Chairman and CEO       1997      140,000    $14,000     --             --                   221
                          1996      126,000     14,000     --             --                   200

 Steven A. Gelman         1998     $110,000       --       --             --              $    392
   Senior Vice President  1997      105,000    $10,000     --             --                   211
   and Controller         1996      100,000     10,000     --             --                   192
   

</TABLE>
---------------

      (A)  During the periods covered, the Named Officers did not receive
           perquisites (i.e., personal benefits such as country club memberships
           or use of automobiles).

      (B)  The $236 and $392 amounts for 1998 represent the dollar value of
           insurance premiums paid by the Company for term life insurance
           policies for Ms. Izak and Mr. Gelman, respectively.

STOCK OPTIONS

      In June 1995, the Company adopted two new stock-based compensation plans
(1995 Stock Option and Incentive Plan and 1995 Non-Employee Director Stock
Option Plan) under which up to 450,000 and 150,000 shares of common stock,
respectively, are available for grant. Options may no longer be granted under
stock option plans approved prior to 1995; however, certain options granted
under such prior plans currently remain outstanding.

      No stock options were granted to the Named Officers during the year ended
December 31, 1998. The following table provides data regarding options exercised
during 1998 by the Named Officers as well as the number of shares covered by
both exercisable and non-exercisable stock options held by the Named Officers at
December 31, 1998. Also reported are

                                       -4-



<PAGE>

the values for "in-the-money" options, which represent the positive spread
between the exercise price of an existing option and $4.50, the closing sale 
price of the Company's Common Stock on the New York Stock Exchange on
December 31, 1998.

<TABLE>
<CAPTION>

                          FISCAL YEAR-END OPTION VALUES

                                                                                              Value of Unexercised
                                                               Number of Unexercised         In-the-Money Options at
                    Shares Acquired                             Options at 12/31/98                  12/31/98
NAME                  on Exercise        Value received       Exercisable/Unexercisable      Exercisable/Unexercisable
----                ---------------      --------------       -------------------------      -------------------------
<S>                     <C>                 <C>                       <C>                           <C>
S. Wilzig Izak            -0-                 -0-                     61,912/0                      $17,542/0

Steven A. Gelman          -0-                 -0-                      5,463/0                            0/0

</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company does not have a formal Compensation Committee. However, the
entire Board of Directors performs the functions of such a Committee by
establishing compensation policies. S. Wilzig Izak, the Company's Chief
Executive Officer, is a member of the Board of Directors. She has abstained from
all votes pertaining to her own compensation. Siggi B. Wilzig, the Company's
Senior Consultant and former Chairman and President of the Company, has
participated in deliberations of the Board concerning executive officer
compensation. Mr. Wilzig has no vote with respect to such matters.

     During 1998, the Company acquired five real estate properties, four of
which were acquired from The Trust Company of New Jersey ("TCNJ") at an
aggregate price of approximately $5.6 million. The purchase prices for these
properties were based upon, among other things, independent MAI appraisals.
These transactions were financed by TCNJ. At April 20, 1999, the Company had
mortgage loans payable to TCNJ in the aggregate principal amount of $25 million
at a weighted average effective interest rate of approximately 7 3/4% per annum.
At April 20, 1999, the Company also had term loans payable to TCNJ in the
aggregate principal amount of $2.3 million secured by marketable securities;
such loans bear interest at the prime lending rate. Siggi B. Wilzig, whose
shareholdings of the Company are described under Item 12 herein, is an officer,
director and significant shareholder of TCNJ.

DIRECTOR COMPENSATION

      Each director, other than S. Wilzig Izak, receives an annual fee of
$11,000. Members of the Executive Committee, other than S. Wilzig Izak, also
receive a fee of $4,000 and members of the Audit Committee and Stock Option
Committee also receive an annual fee of $2,000.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Based on information available to the Company, the Company believes that
the following persons held beneficial ownership of more than five percent of the
outstanding Common Stock as of April 20, 1999:

    Name and Address                   Amount and Nature of        
  of Beneficial Owner                  Beneficial Ownership     Percent of Class
 .......................                ....................     ................

Siggi B. Wilzig                              907,105(1)             10.08%
  921 Bergen Avenue
  Jersey City, New Jersey  07306

Dimensional Fund Advisors, Inc.              738,609(2)              8.14%
  1299 Ocean Avenue, Suite 650
  Santa Monica, CA  90401

---------------

(1)   Includes 22,509 shares of Common Stock that could be obtained by Mr.
      Wilzig on the exercise of stock options exercisable within 60 days of
      April 20, 1999. Mr. Wilzig, former Chairman and President of the Company,
      serves as the Senior Consultant to the Company at a remuneration of
      $90,000 per year. His duties include financial and personnel matters,
      purchases and sales and other transactions with respect to the Company's
      assets.


                                       -5-


<PAGE>

(2)   Pursuant to a filing with the Securities and Exchange Commission which
      reported beneficial ownership as of December 31, 1998, Dimensional Fund
      Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed
      that it is deemed to have beneficial ownership of 738,609 shares of Common
      Stock, all of which shares are held in portfolios of DFA Investment
      Dimensions Group Inc., a registered open-end investment company, or in
      series of the DFA Investment Trust Company, a Delaware business trust, or
      the DFA Group Trust and DFA Participation Group Trust, investment vehicles
      for qualified employee benefit plans, all of which Dimensional Fund
      Advisors Inc. serves as investment manager. Dimensional disclaims
      beneficial ownership of all such shares.

      The following table presents information with respect to the shares of the
Company's Common Stock beneficially owned as of April 20, 1999 by (i) each of
the Company's directors and (ii) each Named Officer who is not a director:

                                   Common Stock     Beneficially Owned
      Name                            Shares        Percentage of Class(a)
      -----------------------      ------------     ----------------------

      Dr. Ira F. Braun (e)           17,373                  0.19%

      Milton Donnenberg (e)          17,310                  0.19

      Eric J. Schmertz, Esq. (e)     18,068                  0.20

      Dr. William J. Schwartz (e)   141,941((b))             1.56

      Ernest Wachtel (e)             93,341                  1.03

      W. Martin Willschick(f)         3,062                  0.03

      S. Wilzig Izak                106,710((c))             1.18

      Steven Gelman                   5,463((d))             0.06

---------------
(a)   The shares of the Company's Common Stock reflected in this table are owned
      directly and beneficially, and the holders have sole voting and investment
      power, except as otherwise noted.

(b)   Includes 26,813 shares of stock owned by a profit sharing plan, 27,864
      shares owned by Dr. Schwartz' wife and 2,953 shares owned by or on behalf
      of Dr. Schwartz' children.

(c)   Includes 61,912 shares of stock that could be obtained by S. Wilzig Izak
      on the exercise of options exercisable within 60 days of April 20, 1999.

(d)   Represents 5,463 shares of stock that could be obtained by Steven A.
      Gelman on the exercise of options exercisable within 60 days of April 20,
      1999. Mr. Gelman is no longer considered an executive officer of the
      Company effective June 11, 1998 and accordingly, his holdings are not
      included in the total below.

(e)   Includes 5,150 shares of stock that could be obtained by each of these
      Outside Directors on the exercise of options exercisable within 60 days of
      April 20, 1999.

(f)   Includes 1,000 shares of stock that could be obtained by W. Martin
      Willschick on the exercise of options exercisable within 60 days of April
      20, 1999.

      At April 20, 1999, all directors and current executive officers as a group
(seven persons) beneficially owned equity securities as follows including an
aggregate of 88,662 shares that could be obtained on the exercise of options
exercisable within 60 days of April 20, 1999:

  Title of Class       Amount Beneficially Owned       Percent of Class
  --------------       -------------------------       ----------------

  Common Stock                 397,805                       4.44%
    ($1.00 par value)

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<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      See Item 11 -- "Compensation Committee Interlocks and Insider
 Participation."

                                       -7-



<PAGE>

                                     SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to its
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 22, 1999

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