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 19, 2009

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 February 19, 2009, Wilshire Enterprises, Inc. (the "Company") issued a press release respecting a  letter that the Company received from Mr. Andrew Dakos, Managing Member, Full Value Advisors LLC, General Partner of Full Value Partners, L.P.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

On February 20, 2009, the Company sent a letter to Mr. Andrew Dakos, Managing Member, Full Value Advisors LLC, General Partner of Full Value Partners, L.P.  A copy of the letter is attached to this Form 8-K as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.   The following exhibits are attached to this Current Report on Form 8-K:

Exhibit Number	Description
Exhibit 99.1	Press Release issued on February 19, 2009
Exhibit 99.2	Letter, dated February 20, 2009, to Mr. Andrew Dakos

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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 20, 2009	WILSHIRE ENTERPRISES, INC.
	(Registrant)
	By:	/s/ S. Wilzig Izak
		S. Wilzig Izak
		Chairman of the Board and
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit 99.1	Press Release issued on February 19, 2009
Exhibit 99.2	Letter, dated February 20, 2009, to Mr. Andrew Dakos

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EX-99.1

Exhibit 99.1

Wilshire Enterprises Announces Receipt of Letter from Full Value Partners L.P.

NEWARK, N.J., February 19, 2009 – Wilshire Enterprises, Inc. (Amex: WOC) acknowledged today that it has received a letter from Full Value Partners L.P., a private hedge fund operated by Phillip Goldstein, and his umbrella organization, Bulldog Investors, supposedly asking for permission to make a tender offer for shares of Wilshire common stock.  Full Value well knows that it does not need the Company’s permission to make a tender offer and that it is free to do so if it has the necessary financing available to complete the tender offer.

If and when Full Value makes a tender offer, the Board of Directors of Wilshire will consider it and its implications in the context of assessing the best interests of Wilshire and all of its stockholders.

Forward-Looking Statements

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, 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.

Contacts:	Sherry Wilzig Izak, Chairman, 201-420-2796
	Neil Berkman, Berkman Associates, 310-826-5051

EX-99.2

Exhibit 99.2

WILSHIRE ENTERPRISES, INC.

1 Gateway Center

11-43 Raymond Plaza West, 10th Floor

Newark, New Jersey 07102

February 20, 2009

Andrew Dakos

Managing Member, Full Value Advisors LLC

Full Value Partner L.P.

Park 80 West, Plaza Two, Suite 750

Saddle Brook, NJ 07663

Dear Mr. Dakos:

Thank you for your letter.  As you well know, Full Value does not need the Company’s permission to make a tender offer.  It is free to do so if it has the necessary financing available to it.  If and when Full Value makes a tender offer, the Board of Directors of Wilshire will consider it and its implications in the context of assessing the best interests of Wilshire and all of its stockholders.

Very truly yours,

/s/ Sherry Wilzig Izak

Sherry Wilzig Izak

Chairman of the Board and Chief Executive Officer