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):  March 11, 2010

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 1.01 Entry into a Material Definitive Agreement.

On March 11, 2010, the Board of Directors of Wilshire Enterprises, Inc. (the “Company”) unanimously adopted an amendment (the “Amendment”) to its Qualified Offer Plan Rights Agreement (the "Rights Plan"), which had the effect of terminating the Rights Plan as of March 11, 2010.  Accordingly, the Rights Plan has no further force or effect.

The Amendment changed the definition of “Final Expiration Date” to the close of business on March 11, 2010.  The Company and the Rights Agent executed the Amendment effective as of March 11, 2010.  A copy of the Amendment is filed as an exhibit to this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

See Item 1.01 above, which is incorporated herein by reference.  As a result of the Amendment, the Rights Plan has been terminated, effective March 11, 2010.

Item 3.03 Material Modification to Rights of Security Holders.

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

4.1 Amendment No. 1 to Qualified Offer Plan Rights Agreement, dated as of March 11, 2010, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.

99.1 Press Release of the Company, dated March 12, 2010.

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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: March 12, 2010	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

4.1 Amendment No. 1 to Qualified Offer Plan Rights Agreement, dated as of March 11, 2010, between Wilshire Enterprises, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.

99.1 Press Release of the Company, dated March 12, 2010.

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EX-4.1

AMENDMENT NO. 1 TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT

THIS AMENDMENT TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT (this “Amendment”), dated as of March 11, 2010, is between Wilshire Enterprises, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to a Qualified Offer Plan Rights Agreement, dated as of December 4, 2008 (the “Rights Agreement”); and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below;

NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

1.           Amendment of Section 7.

Paragraph (a), clause (i) of Section 7 of the Rights Agreement is amended to read as follows:

“(i) the Close of Business on March 11, 2010 (the “Final Expiration Date”),”

2.           Effectiveness.

This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date.  By virtue of this Amendment, the Rights Agreement shall be of no further force and effect.

3.           Certification.

The officer of the Company executing this Amendment, being an appropriate officer of the Company and authorized to do so by the Board of Directors of the Company, hereby certifies to the Rights Agent that the amendment to the Rights Agreement set forth in this Amendment is in compliance with Section 27 of the Rights Agreement.

4.           Miscellaneous.

This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.  This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above.

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

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:	/s/ John W. Comer, Jr.
Name:	John W. Comer, Jr.
Title:	Vice President

EX-99.1

FOR IMMEDIATE RELEASE

Wilshire Enterprises, Inc. Announces Amendment to its Shareholder Rights Plan

NEWARK, N.J., March 12, 2010–Wilshire Enterprises, Inc. (“Wilshire” or the “Company”) (OTCBB: WLSE.OB) announced today that its Board of Directors has unanimously adopted an amendment to its Qualified Offer Plan Rights Agreement (the “Rights Plan”), which has the effect of terminating the Rights Plan as of March 11, 2010.  Accordingly, the Rights Plan has no further force or effect.

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 five rental apartment properties with 950 units, 10 condominium units, two office buildings and a retail/office center with approximately 200,000 square feet of office and retail space, and slightly more than 19 acres of land.

FORWARD-LOOKING STATEMENTS

All non-historical statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may use such forward-looking terminology as "expect," "look," "believe," "plan," "anticipate," "may," "will" or similar statements or variations of such terms or otherwise express views concerning trends and the future.  Such forward-looking statements involve certain risks and uncertainties, including risks cited in reports filed by Wilshire with the Securities and Exchange Commission.  Actual results may differ materially from such forward-looking statements. Wilshire Enterprises, Inc. assumes no obligation for updating any such forward-looking statement at any time.

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