8-K

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                 March 17, 2004
                Date of Report (Date of earliest event reported)



                           WILSHIRE ENTERPRISES, INC.
             (Exact name of Registrant as specified in its charter)


               Delaware                    1-467             84-0513668
(State or other jurisdiction of       (Commission File       (IRS Employer
incorporation or organization)             Number)           Identification No.)


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

                                 Not Applicable
         (Former name or former address, if changed since last report.)





ITEM 7.  Financial Statements and Exhibits

         a. Not applicable.

         b. Not applicable

         c. Exhibits

         The following exhibit is filed with this report:

    --------------------------------- ----------------------------------
    Exhibit Number                    Description
    --------------                    -----------
    --------------------------------- ----------------------------------
    99.1                              Press release dated March 17, 2004
    --------------------------------- ----------------------------------

ITEM 9.  Regulation FD Disclosure

         The Company today issued a press release attached as Exhibit 99.1 to
announce that it has entered into a definitive agreement to sell its U.S. oil
and gas business. This report is being furnished pursuant to Item 9.


                                      -2-


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated:  March 17, 2004                            WILSHIRE ENTERPRISES, INC.
                                                  (Registrant)


                                                  By:  /s/ Philip G. Kupperman
                                                       -----------------------
                                                       Philip Kupperman
                                                       President




                                      -3-

EX-99.1

                                                                    Exhibit 99.1

WILSHIRE ANNOUNCES AGREEMENT TO SELL ITS U.S. OIL AND GAS BUSINESS

JERSEY CITY, N.J., March 17, 2004 -- Wilshire Enterprises Inc. ("Wilshire" or
the "Company") (Amex: WOC) announced today that it has entered into a definitive
agreement to sell its U.S. oil and gas business to Crow Creek Energy LLC, a
Tulsa, Oklahoma based privately held portfolio company of Natural Gas Partners
of Dallas, Texas for $13.7 million in gross proceeds. The transaction, which is
subject to due diligence review by the purchaser and other contractual
conditions, is expected to close in April 2004.

Chairman and Chief Executive Officer Sherry Wilzig Izak stated: "We are very
pleased to announce the signing of a definitive agreement to sell the U.S. oil
and gas business. This prospective sale is an important milestone in our
continuing effort to maximize shareholder value. As a result of a comprehensive
effort that included contacting numerous buyers and receiving several bids for
parts and all of the Company, we believe that selling the U.S. oil and gas
business at this time is a significant and attractive opportunity.

"In addition, we currently are in negotiations with potential purchasers of the
Canadian oil and gas business and believe these efforts will culminate in a
successful outcome in the near future. However, at this time, the Company can
not predict when and if the sale of its Canadian business will be completed."

Ms. Izak continued by saying: "The Company remains committed to maximizing
shareholder value and will continue to explore all possible alternatives to
accomplish this goal. We believe that our real estate portfolio, based on
current financial performance, offers considerable valuation upside. We remain
receptive to negotiating acceptable bids to acquire our entire company, while at
the same time are prepared to pursue the expansion of our real estate portfolio,
by merger or otherwise. In the interim, our goal will be to increase the value
of our real estate business, through improvements of our existing properties as
well as the potential acquisition of new income generating assets and the
potential opportunistic divestiture of select real estate assets. Again, we
cannot assure our stockholders of any actions or of the timing of potential
actions."

The Chairman concluded: "I am proud of the extensive effort put forth by the
Company's management team, Board of Directors and outside advisors to initiate
and complete the strategic review, to conduct a comprehensive process, to
negotiate potential purchase agreements, and, foremost, to evaluate numerous
strategic alternatives on behalf of all stockholders. At this time we are very
pleased to announce this first significant accomplishment of selling the U.S.
oil and gas business and look forward to announcing additional steps if and when
they are achieved."

ABOUT WILSHIRE ENTERPRISES:

Wilshire is an American Stock Exchange listed corporation engaged in the
acquisition, ownership and management of real estate properties in Arizona,
Florida, Georgia, New Jersey and Texas and, in its discontinued operations, the
exploration and development of oil and gas in the United States and Canada.



ABOUT THE DELOITTE PROCESS:

Prior to the Company's executing a definitive agreement to sell its U.S. oil and
gas business, the Company's investment bankers, Deloitte & Touche Corporate
Finance LLC ("D&TCF"), contacted a broad list of potential purchasers of the
Company or its individual businesses. This group included those buyers who had
previously solicited the Company and those who were identified by D&TCF as
potentially having an interest in the U.S. and Canada oil and gas businesses,
the real estate business and / or the entire Company. The process conducted by
D&TCF included, among other things, reviewing numerous bids, enabling certain
prospective purchasers to conduct due diligence, and discussing with certain
potential purchasers detailed potential purchase agreement terms.

FORWARD-LOOKING STATEMENTS:

The non-historical statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. 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 uncertainties inherent in any attempt to sell one or more
portions of the Company at an acceptable price, 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. A discussion
of these and other risks and uncertainties are disclosed in the Company's 2002
Form 10-K filed with the Securities and Exchange Commission.

Wilshire is being advised by Deloitte & Touche Corporate Finance, LLC and White
Stone Energy, LLC.

For stockholder inquiries: please contact Philip G. Kupperman, President,
Wilshire Enterprises, Inc. at (201) 420-2796

For transaction inquiries: please contact Daniel C. Pryor of Deloitte & Touche
Corporate Finance LLC at (212) 436-6545.

SOURCE Wilshire Enterprises (WOC)