8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): February 2, 2005


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


            DELAWARE                       1-4673                 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



         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

         [ ]      Written communications pursuant to Rule 425 under the
                  Securities Act (17 CFR 230.425)

         [ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange
                  Act (17 CFR 240.14a-12)

         [ ]      Pre-commencement communications pursuant to Rule 14d-2(b)
                  under the Exchange Act (17 CFR 240.14d-2(b))

         [ ]      Pre-commencement communications pursuant to Rule 13e-4(c)
                  under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On February 1, 2005, Wilshire Enterprises, Inc. (the "Company') entered
into an agreement with GDG Partners L.L.C., an independent, privately held real
estate development company (the "Buyer"), to sell its Phoenix, Arizona apartment
property known as Biltmore Club for $21.0 million in cash. In addition to the
original, non-refundable deposit of $100,000, the Buyer is required to deposit
in escrow an additional $400,000 of non-refundable earnest money by June 30,
2005 in two payments for a total of $500,000 and acquire the property by
December 23, 2005. The sale is "as is" and the Buyer's required $500,000 earnest
money is non-refundable subject only to the Company's ability to convey good
title. The Company expects to record a profit, net of taxes, of approximately
$9.0 million on the transaction.

         A press release describing, among other things, the execution of this
agreement is attached as exhibit 99.1.

ITEM 9.01.        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 announcing agreement to sell the
                           property known as Biltmore Club and other real estate
                           transactions.


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                                   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:  February 2, 2005                     WILSHIRE ENTERPRISES, INC.
                                             (Registrant)



                                             By:  /s/ Daniel C. Pryor
                                                  ------------------------------
                                                  Daniel C. Pryor
                                                  President


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                                 EXHIBIT INDEX

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

    99.1                   Press release announcing agreement to sell the
                           property known as Biltmore Club and other real estate
                           transactions.


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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
AMEX: WOC

WILSHIRE ENTERPRISES, INC. ANNOUNCES CONTRACT TO SELL PHOENIX PROPERTY FOR
SUBSTANTIAL PROFIT. ADDITIONAL TRANSACTIONS DISCLOSED.

JERSEY CITY, N.J., February 2, 2005 -- Wilshire Enterprises, Inc. ("Wilshire" or
the "Company") (Amex: WOC) announced today that it has entered into an agreement
to sell its Phoenix apartment property known as Biltmore Club for $21.0 million.

Sherry Wilzig Izak, Chairman and Chief Executive Officer of the Company,
commented: "Speaking on behalf of the Board of Directors, we are extremely
pleased with the strategy pursued by the Company's management team to optimize
the valuation of the Biltmore Club. By capitalizing on the current demand by
developers for distinguished property locations in Phoenix, Wilshire has
transformed an apartment complex in need of sizable capital improvements into a
major source of profit. Upon successful completion of the sale, the Company
expects to realize an estimated net profit after taxes of approximately $9.0
million."

Biltmore Club Apartments: Due to significant development activity in the
vicinity of the Biltmore Club Apartments ("Biltmore"), the Company recently
conducted in-depth discussions with leading Arizona developers to potentially
enhance the valuation of Biltmore's acreage. After negotiating several bids for
Biltmore, the Company has entered into a definitive agreement to sell the
property for $21.0 million. In addition to the original, non-refundable deposit
of $100,000, the purchaser is required to deposit in escrow an additional
$400,000 of non-refundable earnest money by June 30, 2005 in two payments for a
total of $500,000 and acquire the property by December 23, 2005. The sale is "As
Is" and the Buyer's required $500,000 earnest money is non-refundable subject
only to Wilshire's ability to convey good title. The Biltmore is a 378-unit
multi-family property constructed in 1973 located on 8.1 acres of land in
Phoenix, Arizona. In 2004, the Biltmore produced approximately $864,000 of net
operating income (excluding capital reserve expense) and, in management's view,
required meaningful investment to remain competitive.


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Net cash proceeds (before taxes payable) anticipated at closing are estimated to
be $10.0 million after retiring the mortgage ($9.0 million) and paying estimated
closing expenses for the defeasance penalty ($1.2 million), legal fees, and
brokerage commission. The Company is likely to seek a 1031-Exchange acquisition
in conjunction with the sale of this asset which would defer the taxes payable
from the sale. The Company currently intends to evaluate Class-A properties in
its principal markets as well as other attractive opportunities.

Wilshire also announced other completed and pending transactions.

Schalk Station: The Company completed the sale of a 36-acre parcel of land in
New Brunswick, New Jersey for $3.9 million on December 22, 2004. Net proceeds
from the sale after closing expenses and taxes were approximately $3.5 million.
The property did not have a mortgage.

Galsworthy Arms Apartments: The Company completed the sale of a two-bedroom
condominium at Galsworthy Arms located in Long Branch, New Jersey for $270,000
on January 26, 2005. Net proceeds from the sale after closing expenses and taxes
were approximately $172,000 and were used for debt retirement. As announced
previously, Wilshire is in the process of completing improvements to the common
areas of this condominium complex with the objective of improving the valuation
of the individual units. The Company currently owns and manages 10 2-bedrooms
and 34 1-bedrooms at Galsworthy Arms.

Jefferson Gardens Apartments: The Company completed the sale of a one-bedroom
condominium at Jefferson Gardens located in Jefferson Township, New Jersey for
$136,000 on October 18, 2004. Net proceeds from the sale after closing expenses
and taxes were approximately $90,000 and were used for debt retirement. On
January 26, 2005, the Company entered into an agreement to sell a two-bedroom
condominium at Jefferson Gardens for $190,000. The Company currently owns and
manages four 2-bedrooms (including the pending sale) and 17 1-bedrooms at
Jefferson Gardens.

Sherry Izak continued: "We are pleased with the significant increase in values
we are seeing for the Galsworthy Arms and Jefferson Garden Apartments, as
compared to what we anticipated in the Company's October 2004 investor
presentation (see below). Our capital improvements program in Galsworthy is
still in its early stages and when completed (currently expected for the second
quarter of 2005) should further enhance the appeal of this property."

Dan Pryor, President and Chief Operating Officer concluded: "These transactions
are integral to the Company's previously stated goals of unlocking value by
monetizing or repositioning assets to increase the net asset value of the
Company. We continue to seek opportunities to reposition the Company's diverse
portfolio of assets with the objective of creating a stronger and more valuable
company in advance of a corporate transaction, whether Wilshire is the acquirer
or acquiree."


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Investor Presentation: The Company's October 2004 investor presentation is
available on the Company's website (www.wilshireenterprisesinc.com) or a copy
can be requested by contacting the Company. The Company currently expects to
provide its next investor presentation during the second quarter of 2005.

ABOUT WILSHIRE ENTERPRISES:
Wilshire is an American Stock Exchange listed corporation engaged primarily in
the acquisition, ownership and management of real estate investments in the
United States including Arizona, Florida, Texas and New Jersey.

FORWARD-LOOKING STATEMENT:

The non-historical statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to several risks and
uncertainties that could cause actual results to differ materially from such
projections. Such risks and uncertainties include uncertainties inherent in any
attempt to purchase or sell one or more real estate properties at an acceptable
price, environmental risks relating to the Company's real estate properties,
competition, the substantial capital expenditures required to fund the Company's
real estate operations, market and economic changes in areas where the Company
holds real estate properties, interest rate fluctuations, the possibility that
business or market factors cause the Company to vary from its current plans, the
impact of changing economic conditions, and other risks and uncertainties
disclosed in the Company's 2003 Form 10-K filed with the Securities and Exchange
Commission.

For stockholder inquiries: please contact Dan Pryor at 201-420-2796.
SOURCE: Wilshire Enterprises (WOC)


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