SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  1)*

WILSHIRE ENTERPRISES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

971889100

(CUSIP Number)

Pamela E. Flaherty, Esq.

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

(212) 885-5174 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 3, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

__________

¹ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP NO. 971889100 Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NICKOLAS W. JEKOGIAN III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER ---
	8	SHARED VOTING POWER ---
	9	SOLE DISPOSITIVE POWER ---
	10	SHARED DISPOSITIVE POWER ----
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* IN

SCHEDULE 13D/A

CUSIP NO. 971889100 Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NWJ Apartment Holdings Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER ---
	8	SHARED VOTING POWER ---
	9	SOLE DISPOSITIVE POWER ---
	10	SHARED DISPOSITIVE POWER ---
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* CO

Item 1.Security and Issuer.

This Schedule 13D/A relates to shares of Common Stock, $1.00 par value per share (the "Shares"), of Wilshire Enterprises, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1 Gateway Center, Newark, NJ 07102.

This Amendment No. 1 (the “Amendment”) amends the Statement on Schedule 13D originally filed on June 19, 2008 (the “Original Statement”) by Nickolas W. Jekogian III (“Jekogian”) and NWJ Apartments Holding Corp. (“NWJ”).

This Amendment is being made to disclose the entry into a Termination Agreement (defined below) by which the merger agreement reported in the Original Statement has been terminated.

Item 4.Purpose of Transaction.

Item 4 is amended to add the following:

The Company has entered into a termination agreement with NWJ Acquisition Corp. and NWJ (the “Termination Agreement”) which Termination Agreement terminates the Merger Agreement.

Item 5.Interest in Securities of the Issuer.

Item 5 is amended in its entirety as follows:

As of the date of this Schedule, neither Jekogian nor NWJ has dispositive or voting power over any Shares and has no right to acquire any Shares.

During the last sixty days, neither Jekogian nor NWJ has effected any purchases of the Shares in open market transactions.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended in its entirety as follows:

Jekogian and NWJ do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.Material to be Filed as Exhibits.

Exhibit

99.1Joint Filing Agreement

99.2Termination Agreement

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: December 4, 2008	By:	/s/ Nickolas W. Jekogian III
		NICKOLAS W. JEKOGIAN III

NWJ APARTMENT HOLDINGS CORP.
By:	/s/ Nickolas W. Jekogian III
	By: Nickolas W. Jekogian III
	Title: President

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on

Schedule 13D/A, dated December 3, 2008 (the "Schedule

13D/A"), with respect to the Common Stock, par value $1.00

per share, of Wilshire Enterprises, Inc., is and any amendments

executed by us shall be, filed on behalf of each of us

pursuant to and in accordance with the provisions of

Rule 13d-1(k) under the Securities Exchange Act of

1934, as amended, and that this Agreement shall be

included as an exhibit to the Schedule 13D and each

such amendment. Each of the undersigned agrees to be

responsible for the timely filing of the Schedule 13D

and any amendments thereto, and for the completeness

and accuracy of the information concerning itself

contained therein. This agreement may be executed in

any number of counterparts, all of which taken

together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this

Agreement as of the 4th day of December, 2008.

By:	/s/ Nickolas W. Jekogian III
	NICKOLAS W. JEKOGIAN III

 

NWJ APARTMENT HOLDINGS CORP.
By:	/s/ Nickolas W. Jekogian III
	By: Nickolas W. Jekogian III
	Title: President

EX-99.2

EXHIBIT 99.2

TERMINATION AGREEMENT

TERMINATION AGREEMENT

TERMINATING AGREEMENT AND PLAN OF MERGER

TERMINATION AGREEMENT, dated as of December 3, 2008 (this “Agreement”), terminating the AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2008 (the “Merger Agreement”), among NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”), NWJ ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”) and WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).

WHEREAS, the parties previously entered into the Merger Agreement, and

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into this Agreement, and

WHEREAS, the Board of Directors of Parent and the Board of Directors of Merger Sub have each approved, and the Board of Directors of Merger Sub has declared it advisable for Merger Sub to enter into, this Agreement,

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

Section 1.1Termination. The Company, Parent and Merger Sub hereby terminate the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement, and such Merger Agreement is hereby so terminated.

Section 1.2Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).

Section 1.3Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Left Blank Intentionally]

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

NWJ APARTMENT HOLDINGS CORP., a Maryland corporation
By:	/s/ Nickolas W. Jekogian, III
	Name:Nickolas W. Jekogian, III
	Title:President

NWJ ACQUISITION CORP., a Delaware corporation
By:	/s/ Nickolas W. Jekogian, III
	Name:Nickolas W. Jekogian, III
	Title:President

WILSHIRE ENTERPRISES, INC., a Delaware corporation
By:	/s/ Sherry Wilzig Izak
	Name:Sherry Wilzig Izak
	Title:Chairman of the Board and Chief Executive Officer