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): August 31, 2008

WILSHIRE ENTERPRISES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-4673	84-0513668
(State or incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 Gateway Center, Newark, NJ, 07102

(Address of principal executive offices)

(201) 420-2796

(Registrant’s telephone number, including area code)

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:

¨ 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 8.01 Other Events

On September 2, 2008, Wilshire Enterprises, Inc. ("Wilshire" or the "Company")issued a press release, disclosing that its Amended and Restated Stockholder Protection Rights Agreement dated as of December 6, 2006, as amended (the “Agreement”), expired on August 31, 2008, pursuant to the terms of the Agreement. As previously disclosed, the Agreement was scheduled to expire on August 31, 2008, unless the stockholders of the Company approved an extension of the Agreement through August 31, 2010 at the Company’s 2008 annual meeting of stockholders. The Company has not conducted its 2008 annual meeting.

A copy of the press release is attached to this filing as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit 99.1-- Registrant’s Press Release, dated September 2, 2008.

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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.

	WILSHIRE ENTERPRISES, INC. (Registrant)
Dated: September 2, 2008	By:	/s/ Sherry Wilzig Izak
		Sherry Wilzig Izak
		Chairman of the Board and Chief Executive Officer

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EXHIBIT INDEX

Exhibit 99.1-- Registrant’s Press Release, dated September 2, 2008.

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EX-99.1

FOR IMMEDIATE RELEASE

AMEX: WOC

Wilshire Enterprises, Inc. Announces Expiration of Stockholder Rights Agreement

NEWARK, N.J., September 2, 2008 - Wilshire Enterprises, Inc. ("Wilshire" or the "Company") (Amex: WOC) announced today that its Amended and Restated Stockholder Protection Rights Agreement dated as of December 6, 2006, as amended (the "Agreement"), expired on August 31, 2008, pursuant to its terms. The Agreement was scheduled to expire on August 31, 2008, unless extended by stockholders at the Company's 2008 annual meeting. In light of Wilshire's pending merger with a wholly owned subsidiary of NWJ Apartment Holdings Corp., an affiliate of NWJ Companies, Inc., the Company chose not to seek an extension.

About Wilshire Enterprises

Wilshire is engaged primarily in the ownership and management of real estate investments in Arizona, Texas and New Jersey. Wilshire’s portfolio of properties includes 5 rental apartment properties with 950 units, 15 condominium units, 4 buildings with 231,000 square feet of office and retail space and slightly over 18 acres of land.

FORWARD-LOOKING STATEMENT:

Any 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 statements. The potential risks and uncertainties include, among others, the possibility that the pending merger will not close or that the closing may be delayed, general economic conditions, industry specific conditions and the possibility that Wilshire may be adversely affected by other economic, business, and/or competitive factors, as well as other risks and uncertainties disclosed in Wilshire's 2007 Annual Report on Form 10-K and in its definitive proxy materials filed with the Securities and Exchange Commission

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT:

In connection with the proposed merger, Wilshire filed a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at www.sec.gov. Wilshire security holders and other interested parties also may obtain, without charge, a copy of the proxy statement and other relevant documents by directing a request by mail to the Company at 1 Gateway Center, Newark, New Jersey, or by telephone to 201-420-2796.

Wilshire and its directors and officers may be deemed to be participants in the solicitation of proxies from Wilshire's stockholders with respect to the merger. Information about Wilshire's directors and officers and their ownership of Wilshire common stock is set forth in the proxy statement relating to the merger.

Company Contact:   Sherry Wilzig Izak, Chairman, 201-420-2796

Agency Contact:      Neil Berkman, Berkman Associates, 310-826-5051