SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]

Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12

WILSHIRE ENTERPRISES, INC.
(Name of Registrant as Specified in Its Charter)

FULL VALUE PARTNERS L.P.
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required [x].

Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction
applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

Fee paid previously with preliminary materials [].

Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:


PROXY STATEMENT OF FULL VALUE PARTNERS L.P. IN OPPOSITION TO A
SOLICITATION BY THE BOARD OF DIRECTORS OF WILSHIRE ENTERPRISES, INC.
(WILSHIRE) FOR THE ANNUAL MEETING OF SHAREHOLDERS

Full Value Partners L.P., a stockholder of Wilshire is sending this
proxy statement and the enclosed GREEN proxy card on or about
January 27, 2009 to common stockholders of Wilshire of record as of
January 23, 2009 (the Record Date).  We are soliciting a proxy to
vote your shares at Wilshires Annual Meeting of Shareholders scheduled
for February 26, 2009 (the Meeting).  Please refer to the board of
directors proxy soliciting material for additional information
concerning the Meeting and the matters to be considered by stockholders
including the election of directors.

INTRODUCTION

The board has scheduled two matters for a vote at the Meeting:
(1) the election of three directors and (2) the ratification of
J. H. Cohn as the auditor for 2009.  We intend to nominate three
persons for election as directors and to introduce two proposals:
(3) a bylaw revision to increase the number of directors from seven
to nine, and (4) a recommendation that the board pursue a liquidity event.
In addition, if our proposal to expand the size of the board is approved,
we intend to nominate two persons to fill the vacancies thereby created.

How Proxies Will Be Voted

If you return a GREEN proxy card to us or to our agent, your shares
will be voted on each matter as you indicate.  If you do not indicate
how your shares are to be voted on a matter, they will be voted FOR the
election of our nominees, and FOR each proposal.  If you return a GREEN
proxy card, you will be granting the proxy holder(s) discretionary authority
to vote on any other matters that may come before the Meeting including
matters relating to the conduct of the Meeting.

Voting Requirements

The presence in person or by proxy of more than 50% of the outstanding
shares constitutes a quorum.  If a quorum is present, the nominees
receiving the greatest number of votes cast for the seat(s) being contested
will be elected as directors.  All other proposals require the affirmative
vote of a majority of the votes represented at the Meeting for approval.
Abstentions and broker non-votes are not treated as votes cast and thus will
have no effect on the approval of any matters presented for a vote.
In aggregate, the participants control -----% of the outstanding shares.

Revocation of Proxies

You may revoke any proxy prior to its exercise by (i) giving us a written
revocation of your proxy; (ii) giving us or the board a later dated proxy;
or (iii) voting in person at the Meeting. (Attendance at the Meeting will
not in and of itself revoke a proxy.) There is no limit on the number of times
you may revoke your proxy prior to the Meeting.  Only your latest dated proxy
will be counted.

BACKGROUND

In 2006 Wilshire announced that the board had authorized
management to purse an aggressive exploration of opportunities
to sell or merge our business.  On July 3, 2007, when
Wilshires stock was trading at approximately $5.50,
management announced: Initial Bids Are In! and informed
shareholders that preliminary bids to acquire Wilshire
Enterprises, Inc. have been received and that your Board
is actively pursuing a transaction which will maximize shareholder
value for all of our investors.  Almost a year later,
on June 16, 2008 Wilshire announced that it had entered
into an agreement to merge with NWJ Companies, Inc.
in a transaction that would yield only $3.88 per share
conditioned upon financing.  The shareholders approved
the NWJ merger on September 17, 2008.   On December 4, 2008,
Wilshire announced that the merger agreement with NWJ had been
terminated due to a failure to meet the financing condition.
On December 8, 2008, Wilshire announced that it had hired
a new CEO and President and had appointed him to a newly
created position on the board.  The company further disclosed
that it had entered into a change of control agreement
with this new executive suggesting that it had abandoned
its effort to maximize shareholder value by selling the company.

Wilshires stock price is approximately $1.00.  We believe
Wilshire is too small to continue to absorb the costs of
remaining a public company.  Moreover, as a C corporation
rather than a REIT, shareholders are subject to double taxation.
Consequently, we think pursuing a liquidity event is a
superior alternative to growing the Company and we have so
advised management.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Meeting, we intend to nominate up to five persons
for election as directors. If any of our nominees are elected,
there is no assurance that the other directors will remain
on the board.
Please refer to Wilshires proxy soliciting material for
additional information concerning the election of directors.

Our nominees for the two seats whose terms should have expired in 2008 are:

Andrew Dakos (born 1966); Park 80 West, Plaza Two,
Suite 750, Saddle Brook, NJ 07663

Mr. Dakos is a self-employed investment advisor and a
principal of the general partner of six private investment
partnerships in the Bulldog Investors group of funds.
He has been a director of the Mexico Equity and Income
Fund since 2001 and Brantley Capital Corporation since 2007.

Gerald Hellerman ( born 1937 ); 5431 NW 21st Avenue,
Boca Raton, FL 33496

Mr. Hellerman is a director of MVC Acquisition Corp.
and is a director and Chairman of the Audit Committee
of MVC Capital, Inc. Mr. Hellerman owns and has served as
Managing Director of Hellerman Associates, a financial and
corporate consulting firm, since the firms inception in 1993.
He currently serves as a director, chief financial officer
and chief compliance officer for The Mexico Equity and Income
Fund, Inc. (NYSE: MXE), and is a manager and Chairman of the
Audit Committee of the Old Mutual Absolute Return and Emerging
Managers fund complex, which consists of six funds,a
director of Brantley Capital Corporation and was a director
and Chairman of the Audit Committee of AirNet Systems, Inc.
until June 2008.

Phillip Goldstein (born 1945); Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663

Mr. Goldstein is an investment advisor and a principal of the
general partner of six investment partnerships in the Bulldog
Investors group of funds.  He has been a director of the Mexico
Equity and Income Fund since 2000, Brantley Capital Corporation
since 2001 and ASA Ltd since 2008.

If and only if Proposal No. 3 is adopted, our other nominees are:
Rajeev Das (born 1968); Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663

Mr. Das is a principal of the general partner of Opportunity Income
Plus L.P., a private investment fund in the Bulldog Investors group
of funds and Director of Mexico Equity and Income Fund, Inc. since 2001.

Steven Samuels (born 1956); Park 80 West, Plaza Two, Suite 750, Saddle
Brook, NJ 07663

Mr. Samuels is a principal of the general partner of six investment
partnerships in the Bulldog Investors group of funds.

Messrs. Dakos, Goldstein, Samuels and Das are principals
of the general partner of one or more funds in the Bulldog
Investors group of private investment funds (which includes
Full Value Partners L.P.) which collectively own a total of
-------------- shares. Each of our nominees has consented to
be named in the proxy statement as a nominee and to serve as
a director if elected.  None of our nominees has any arrangement
or understanding with any person with respect to any future
employment by Wilshire nor do we know of any material conflicts
of interest that would prevent any of them from acting in the
best interest of Wilshire.  If, prior to the meeting, any of
the above nominees becomes unable to serve as a director,
we may nominate a substitute.

Unless otherwise instructed, your proxy will be voted FOR
each of the above nominees.

PROPOSAL 2:  RATIFICATION OF THE APPOINTMENT OF J.H. COHN LLP AS
AUDITOR FOR WILSHIRE FOR 2009

Unless otherwise instructed, your proxy will be voted FOR this proposal.

PROPOSAL 3:  THE FIRST SENTENCE OF SECTION 1 OF ARTICLE
II OF WILSHIRES BYLAWS SHALL BE REVISED TO READ:
THE BOARD OF DIRECTORS OF THE CORPORATION SHALL CONSIST OF NINE PERSONS.
(IF THIS PROPOSAL IS ADOPTED DIRECTORS SHALL BE ELECTED AT THIS MEETING TO
FILL ANY VACANCIES THEREBY CREATED.)

Reason for the proposal: We think shareholders should be able to elect
a majority of the board of directors at this meeting because the
last annual meeting was held more than 18 months ago.

Unless otherwise instructed, your proxy will be voted FOR this proposal.

PROPOSAL 4:  IT IS RECOMMENDED THAT THE BOARD PURSUE A LIQUIDITY EVENT

Reason for the proposal: We believe Wilshire is too small to continue
to absorb the costs of remaining a public company.  Moreover, as a C
corporation rather than a REIT, shareholders are subject to double taxation.
In sum, we think pursuing a bird in the hand liquidity event,
e.g., a sale or liquidation of Wilshire or a merger into a larger company
is superior to pursuing a risky growth strategy which could result
in bankruptcy.

This proposal is only a recommendation and will not automatically
result in a transaction. If adopted, the board will determine whether
and in what manner to implement it.

Unless otherwise instructed, your proxy will be voted FOR this proposal.

PARTICIPANTS

Full Value Partners L.P. is the soliciting stockholder.
Full Value Partners L.P., which owns ------ shares of Wilshire,
is a fund in the Bulldog Investors group of private
investment funds.  Phillip Goldstein, who owns ------- shares
jointly with his wife,Andrew Dakos, Steven Samuels, and Rajeev
Das are principals of one or more funds in the Bulldog Investors
group of funds.  The address of each of the aforementioned persons
and entities is Park 80 West, Plaza Two, Suite750, Saddle Brook,
NJ 07663. Other clients advised by Mr. Goldstein and Mr. Dakos
own a total of ----------- shares of WOC. All of the shares owned
by the aforementioned persons and entities were acquired since
August, 2005.  The aggregate number of shares they have purchased
since then is ----------- and the aggregate number of shares they
have sold is ---------------. The staff of the SEC deems each person
and entity named in this paragraph including each fund in the Bulldog
Investors group of private investment funds to be a participant
in this solicitation regardless of such person or entitys level
of involvement in the solicitation.  We believe the SECs definition
of participant is inherently misleading.
The Bulldog Investors group of private investment funds including
Full Value Partners L.P.,Messrs. Goldstein, Dakos and Das are
actively engaged in this solicitation. Messrs. Hellerman and Samuels
are nominees whose role is limited to providing us with
their biographical information.

UNRELATED LITIGATION
On January 31, 2007, the Acting Director of the Securities Division
of the Massachusetts Secretary of State (the Secretary) filed a
complaint against Opportunity Partners L.P.and certain related
parties (the Bulldog Parties) alleging that they violated Massachusetts
law by making information about certain unregistered securities
available on the Bulldog Investors website and by providing information
about such investments to an individual who requested it without first
determining that the individual was eligible to invest in such securities.
On October 17, 2007, the Secretary issued a cease and desist order
and imposed a fine of $25,000 on the Bulldog Parties which the
Bulldog Parties have appealed in Massachusetts Superior Court.
That appeal is pending.

On March 23, 2007, the Bulldog Parties filed a lawsuit in Massachusetts
Superior Court to enjoin the aforementioned enforcement action on
several grounds including that it violates the Bulldog Parties right of
free speech.  On March 25, 2008, the Bulldog Parties filed an amended
complaint in Massachusetts Superior Court to include a claim that
the Secretary does not have personal jurisdiction over them.
A final judgment in that case has not been reached.

THE SOLICITATION

We intend to solicit proxies via mail, telephone and via the internet.
Persons affiliated with or employed by us or our affiliates may assist
us in the solicitation of proxies.Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward this
proxy statement and the enclosed GREEN proxy card to the beneficial owners
of common shares for whom they hold shares of record.  We will reimburse
these organizations for their reasonable out-of-pocket expenses.

Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that Wilshires shareholders will
benefit from this solicitation,we intend to seek reimbursement of
our expenses from WOC.Shareholders will not be asked to vote on the
reimbursement of our solicitation expenses which we estimate will
be ------------.  Our expenses thus far have been ---------.  There
is no arrangement or understanding involving us or any of our
affiliates relating to future employment by or any future transaction
with WOC or any of its affiliates.

DATED: January 27, 2009

PRELIMINARY PROXY CARD

Proxy Solicited by Full Value Partners L.P. in Opposition to
the Board of Directors of Wilshire Enterprises, Inc. For the
Annual Meeting of Shareholders

I (we) hereby appoint Andrew Dakos and Phillip Goldstein
and each of them, as my (our) proxies, with full power of
substitution, to attend the Annual Meeting of Shareholders of
Wilshire Enterprises, Inc. on February 26, 2009 (the Meeting),
and any adjourned or postponed Meeting, and to vote on all matters
that come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person,
as specified below.

Mark votes by placing an x in the appropriate [  ].

1. ELECTION OF THREE OR (IF PROPOSAL 3 IS ADOPTED) FIVE DIRECTORS

[ ] FOR ANDREW DAKOS 			 	 [ ] WITHHOLD AUTHORITY

[ ] FOR GERALD HELLERMAN			 [ ] WITHHOLD AUTHORITY

[ ] FOR PHILLIP GOLDTEIN		 	 [ ] WITHHOLD AUTHORITY

[ ] FOR RAJEEV DAS				 [ ] WITHHOLD AUTHORITY

[ ] FOR STEVEN SAMUELS		 	 	 [ ] WITHHOLD AUTHORITY


2. RATIFICATION OF THE APPOINTMENT OF J.H. COHN LLP AS AUDITORS FOR 2009

   FOR [   ]     	        		AGAINST [   ]     			ABSTAIN [   ]

3. A BYLAW REVISION TO INCREASE THE NUMBER OF DIRECTORS FROM 7 to 9

  FOR [   ]     	        		AGAINST [   ]     			ABSTAIN [   ]

4. A RECOMMENDATION TO PURSUE A LIQUIDITY EVENT

  FOR [   ]     	        		AGAINST [   ]     			ABSTAIN [   ]

Please sign and date below.  Your shares will be voted as directed.
If no direction is made, this proxy will be voted FOR the election of each
nominee named above and FOR each Proposal.
The undersigned hereby acknowledges receipt of the proxy
statement dated January 27, 2009 of Full Value Partners L.P.
and revokes any proxy previously executed.
(Important -- Please be sure to enter date.)


SIGNATURE(S) _________________________  Dated: _______________