UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the Securities
Exchange Act of 1934
(Amendment No.)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

Wilshire Oil Company of Texas
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing:

1) Amount previously paid:

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2) Form, Schedule or Registration Statement No:

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3) Filing party:

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4) Date Filed:

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WILSHIRE OIL COMPANY OF TEXAS

921 Bergen Avenue
Jersey City, New Jersey 07306

----------------

Notice of Annual Meeting of Stockholders

To Be Held June 30, 2003

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
WILSHIRE OIL COMPANY OF TEXAS, a Delaware corporation (hereinafter called the
"Company"), will be held at the Wyndham Wilmington Hotel, 700 King Street,
Wilmington, Delaware 19801 at 9:00 A.M. on June 30, 2003 for the following
purposes:

(1) To elect two directors of the Company to serve until the
expiration of their terms and thereafter until their successors
have been duly elected and qualified.

(2) To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to change the Company's corporate
name to "Wilshire Enterprises, Inc."

(3) An advisory vote on the selection of Ernst & Young LLP as
independent public accountants for the fiscal year ending December
31, 2003.

(4) To vote upon two shareholder proposals.

(5) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on May 5, 2003 are
entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.

PLEASE SEE VOTING PROXY SHEET INCLUDED IN ENVELOPE.

IT IS VERY IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE
MEETING. YOUR SHARES MAY BE VOTED ELECTRONICALLY ON THE INTERNET, BY TELEPHONE
OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD. WE URGE YOU TO DO
SO NOW REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

By Order of the Board of Directors

S. WILZIG IZAK
Chairman of the Board

Dated: May 30, 2003

WILSHIRE OIL COMPANY OF TEXAS

921 Bergen Avenue
Jersey City, New Jersey 07306

----------------

Annual Meeting of Stockholders
To Be Held June 30, 2003

----------------

This Proxy Statement and the accompanying form of proxy, which were
first sent to stockholders on or about May 30, 2003, are submitted in connection
with the solicitation of proxies for the Annual Meeting of Stockholders by the
Board of Directors of Wilshire Oil Company of Texas (the "Company") to be held
on June 30, 2003 at 9:00 A.M. local time at the Wyndham Wilmington Hotel, 700
King Street, Wilmington, Delaware 19801, or any adjournment thereof (the "Annual
Meeting"). The close of business on May 5, 2003 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. As of May 5, 2003, 7,809,834 shares of common stock ($1.00
par value) of the Company (the "Common Stock") were outstanding and entitled to
vote at the Annual Meeting, each such share being entitled to one vote.

A form of proxy is enclosed designating W. Martin Willschick and Ernest
Wachtel as proxies to vote shares at the Annual Meeting. Each proxy in that form
properly signed and received prior to the meeting will be voted as specified in
the proxy or if not specified, FOR the election as directors of those nominees
named in this Proxy Statement; FOR the proposal to change the Company's
corporate name; FOR the advisory vote on the appointment of Ernst & Young LLP as
the Company's independent public accountants; and AGAINST each of the
shareholder proposals. Should any nominee for director named in this Proxy
Statement become unavailable for election, which is not anticipated, it is
intended that the persons acting under the proxies will vote for the election in
his or her stead of such other person as may be nominated by the Board of
Directors.

At the time this Proxy Statement was mailed to stockholders, management
was not aware that any matter other than those named above would be presented
for action at the Annual Meeting. If other matters properly come before the
Meeting, it is intended that the shares represented by proxies will be voted
with respect to those matters in accordance with the best judgment of the
persons voting them.

Any stockholder who returns a proxy on the enclosed form, or votes via
telephone or the Internet, has the right to revoke that proxy at any time before
it is voted. Any stockholder who submitted a proxy by mail may change their vote
or revoke their proxy by (a) filing with the Secretary of the Company a written
notice of revocation or (b) timely delivering a valid, later-dated proxy. Any
stockholder who submitted a proxy by telephone or via the Internet may change
their vote or revoke their proxy with a later telephone or Internet proxy, as
the case may be. Attendance at the Annual Meeting will not have the effect of
revoking a proxy unless the stockholder gives written notice of revocation to
the Secretary before the proxy is exercised or such stockholder votes by written
ballot at the Annual Meeting.

-1-

The presence in person or by properly executed proxy of the holders of
a majority of the outstanding shares of Common Stock is necessary to constitute
a quorum at the Annual Meeting. The votes of stockholders present in person or
represented by proxy at the Annual Meeting will be tabulated by inspectors of
election appointed by the Company. The inspectors of election will treat shares
represented by proxies that reflect abstentions as shares that are present and
entitled to vote for purposes of determining the presence of a quorum and for
purposes of determining the outcome of matters submitted for a vote.
Abstentions, however, do not technically constitute a vote "for" or "against"
any matter and thus will be disregarded in the calculation of votes cast. The
inspectors of election will treat shares referred to as "broker non-votes"
(shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote and that the
broker or nominee does not have discretionary power to vote on a particular
matter) as shares that are present for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any matter as to
which the broker has indicated on the proxy that it does not have discretionary
authority to vote, those shares will be treated as present but not entitled to
vote with respect to that matter (even though those shares may be entitled to
vote on other matters).

Assuming a quorum is present, the nominees for director receiving a
plurality of votes cast at the Annual Meeting will be elected directors. The
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock of the Company is required for approval of the proposal to amend
the Company's Amended and Restated Certificate of Incorporation to change the
Company's corporate name. The affirmative vote of the holders of a majority of
the shares of Common Stock present in person or by proxy and entitled to vote at
the Annual Meeting is necessary for (i) approval of the advisory vote on the
selection of Ernst & Young LLP as the Company's accountants for the year ending
December 31, 2003, and (ii) the approval of each of the shareholder proposals.

The cost of soliciting the proxies to which this Proxy Statement
relates will be borne by the Company. In following up the original solicitation
of proxies by mail, the Company will make arrangements with brokerage houses and
other custodians, nominees and fiduciaries to send proxies and proxy material to
the beneficial owners of the stock and will reimburse them for their expenses.
In additional to the use of the mail, and without additional compensation
therefor, proxies may be solicited in person or by telephone, facsimile or
telegram by officers and regular employees of the Company. In addition, the
Company has retained Georgeson Shareholder Communications, Inc. to aid in the
solicitation of proxies. The Company estimates that the fees to be paid to
Georgeson Shareholder Communications, Inc. for its role as proxy solicitor will
be approximately $8,000, plus the reimbursement of reasonable out-of-pocket
expenses.

-2-

Voting Securities and Principal Holders Thereof

Based on information available to the Company, the Company believes
that the following persons held beneficial ownership of more than five percent
of the outstanding Common Stock as of May 5, 2003:

Amount and
Name and Address of Nature of Beneficial Ownership
Beneficial Owner Percent of Class (1)
- ------------------------------------------ ---------------------------------- -------------------------------

Estate of Siggi B. Wilzig
921 Bergen Avenue
Jersey City, New Jersey 07306 1,660,792 (2) 21.27%

Dimensional Fund Advisors, Inc.
299 Ocean Avenue, Suite 650
Santa Monica, CA 90401 730,085 (3) 9.35%

Donald Brenner
P. O. Box 721
Alpine, New Jersey 07620 413,056 (4) 5.2%

Oaktree Capital Management, LLC
333 South Grand Avenue Los
Angeles, California 90071 304,200 of the 440,200 shares 3.9%
held by a group (5) (part of a group of 5.6%)
Kevin C. McTavish
5400 LBJ Freeway, Suite 1470
Dallas, Texas 75240 136,000 of the 440,200 shares 1.7%
held by a group (5) (part of a group of 5.6%)

- --------------
(1) Each beneficial owner's percentage ownership of Common Stock is
determined by assuming that options, warrants and other convertible
securities that are held by such person (but not those held by any
other person) and that are exercisable or convertible within 60 days of
May 5, 2003 have been exercised or converted. Options, warrants and
other convertible securities that are not exercisable within 60 days of
May 5, 2003 have been excluded. Unless otherwise noted, the Company
believes that all persons named in the above table have sole voting and
investment power with respect to all shares of Common Stock
beneficially owned by them.

(2) Mr. Wilzig, former Chairman and President of the Company, served as the
Senior Consultant to the Company. His duties included financial and
personnel matters, purchases and sales and other transactions with
respect to the Company's assets. On January 7, 2003, Mr. Wilzig died.
On February 13, 2003 the Company filed a Form 8-K with the Securities
and Exchange Commission and a press release announcing that it had been
determined that Mr. Wilzig owned a larger interest in the Company than
had been previously reported. The table above reflects the Estate's
ownership as currently determined by the Estate.

(3) Pursuant to a filing with the Securities and Exchange Commission which
reported beneficial ownership as of December 31, 2002, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor,
disclosed that it is deemed to have beneficial ownership of 730,085
shares of Common Stock, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares. The
Company believes that as of the record date (May 5, 2003), Dimensional
had disposed of 173,400 of such shares.

(4) Pursuant to a filing with the Securities and Exchange Commission on
July 2, 2002, Mr. Brenner, who is retired, disclosed that he has
beneficial ownership of 413,056 shares of Common Stock, consisting of
17,975 shares for which he has sole voting power and 395,081 shares for
which he has shared voting power.

(5) Pursuant to a filing with the Securities and Exchange Commission on
Schedule 13D on April 21, 2003, Oaktree Capital Management, LLC, a
California limited liability company and a registered investment
advisor ("Oaktree"), disclosed that it is deemed to have beneficial
ownership of 304,200 shares of Common Stock (3.9%). Such Schedule 13D
was filed on behalf of Oaktree in its capacity as the managing member
of OCM Real Estate Opportunities Fund III GP, LLC, a Delaware limited
liability Company ("OCM GP"), which is the general partner of OCM Real
Estate Opportunities Fund III, L.P., a Delaware limited partnership
(the "OCM Fund" and together with Oaktree and OCM GP, the "Oaktree
Filers"). Pursuant to a filing with the Securities and Exchange
Commission on Schedule 13D on April 21, 2003, Mr. McTavish, Mr. Owen
Blicksilver, Mr. Roger Stull, Mr. Philip Zuzelo and Mr. Joseph Magliolo
III (collectively, the "McTavish Filers") disclosed that they have
beneficial ownership of 136,000 shares of Common Stock (1.7%). In their
respective filings, the Oaktree Filers and the McTavish Filers
indicated that, together, they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, although each of the Oaktree Filers and the
McTavish Filers state that neither the fact of the filings nor anything
contained therein shall be deemed to be an admission by Oaktree Filers
or the McTavish Filers that a "group" exists.

-3-

BOARD OF DIRECTORS AND ITS COMMITTES; DIRECTOR COMPENSATION

The Company is incorporated under the laws of the State of Delaware.
The interests of stockholders of the Company are represented by the Board
of Directors, which oversees the business and management of the Company.
This solicitation of proxies is intended to give all stockholders the
opportunity to vote for persons who are to be their representatives, as
directors in the governance of the Company.

The Company's current Restated Certificate of Incorporation and By-Laws
provide for a six member Board of Directors divided into three classes of
directors serving staggered three-year terms. The term of office of
directors in Class II expires at the 2003 Annual Meeting, Class III at the
next succeeding Annual Meeting and Class I at the following succeeding
Annual Meeting. Two Class II nominees are named in this Proxy Statement.

The Board of Directors of the Company holds periodic meetings as
necessary to deal with matters which it must consider. During 2002, the
Board met a total of eight times. All directors attended all of the
meetings of the Board and Committees on which they served.

The Board of Directors has an Executive Committee which consists of W.
Martin Willschick, Ernest Wachtel and S. Wilzig Izak. This Committee may
exercise all authority of the full Board with the exception of specified
limitations relating to major corporate matters. The Executive Committee
met eight times during 2002.

The Board of Directors appoints an Audit Committee, comprised entirely
of directors who are not officers of the Company. The members of the Audit
Committee are Messrs. Milton Donnenberg, Eric J. Schmertz and W. Martin
Willschick. The duties of the Audit Committee include the selection of
independent public accountants and reviewing their compensation and
conferring with the independent public accountants and certain officers of
the Company to ensure the adequacy of the Company's internal controls.
During 2002, the Audit Committee met four times.

The Board of Directors of the Company does not have a Nominating
Committee or a Compensation Committee, but the functions which would be
performed by such committees are performed by the Board. The Board will
consider nominations for directors by stockholders. Under the Company's
by-laws, a stockholder must give the Company at least 60 but not more than
90 days prior notice of such stockholder's intention to nominate a person
for election as a director; provided that if the date of the annual meeting
is first publicly announced less than 70 days prior to the meeting, such
prior notice shall be given not more than 10 days after such meeting is
first publicly announced. The Company's by-laws describe the written
information that must be submitted with any such nomination. A shareholder
seeking to nominate a person to serve on the Board who fails to submit the
necessary documentation will be precluded from making such a nomination.

-4-

The Board has a Stock Option Committee, which administers the Company's
stock option plans. This Committee, comprised of W. Martin Willschick,
Milton Donnenberg, and Ernest Wachtel, met twice during 2002.

Each non-employee director receives an annual fee of $11,000.
Non-employee members of the Executive Committee also receive an annual fee
of $4,000. Members of the Audit Committee also receive an annual fee of
$5,000 and members of the Stock Option Committee also receive an annual fee
of $2,000. Each non-employee director also receives an additional fee of
$750 for each meeting of the Board and each Committee thereof which such
director attends.

-5-

MANAGEMENT PROPOSALS

PROPOSAL 1 -ELECTION OF DIRECTORS

The Board of Directors Recommends APPROVAL of These Two Directors

Two directors, constituting the Class II Directors, are to be elected
at the 2003 Annual Meeting for three-year terms expiring in 2006. There is
no cumulative voting; accordingly, proxies cannot be voted for more than
two nominees. The Board's nominees for Class II Directors are Milton
Donnenberg and S. Wilzig Izak.

The information provided below with respect to director nominees and
present directors includes (1) name, (2) class, (3) principal occupation,
business experience during the past five years and age, (4) the year in
which he or she became a director and (5) number and percentage of shares
of Common Stock of the Company beneficially owned. This information has
been furnished by the directors.

Shares of
Common Stock
Year Beneficially
Became Owned on
Director May 5, 2003
Principal Occupation, Business Experience of the and (Percentage
Name Class and Age (a) Company of Class) (b)
- ---------------------------- ------- ------------------------------------------- ---------- -------------------

Miles Berger............... I Chairman of Berger Organization, 2002 0
Real Estate Management and (0%)
Development Company,
Newark, N.J. Age 50.

Milton Donnenberg (c)...... II Retired; Formerly President, Milton 1981 22,460(d)
Donnenberg Assoc.,
Realty Management, (0.29%)
Carlstadt, N.J. Age 80.

S. Wilzig Izak............. II Chairman of the Board since 1987 86,771(e)
September 20, 1990; Chief (1.11%)
Executive Officer since May
1991; Executive Vice President
(1987-1990); prior thereto, Senior
Vice President. Age 44.

Eric J. Schmertz, Esq...... I Of Counsel to The Dweck Law Firm; 1983 23,218(d)
Distinguished Professor Emeritus (0.30%)
and formerly Dean, Hofstra University
School of Law, Hempstead, N.Y.
Age 77.

Ernest Wachtel........... III President, Ellmax Corp., Builders 1970 98,491(d)
and Realty Investors, Elizabeth, N.J. (1.26%)
Age 78.

W. Martin Willschick.... III Manager, Treasury Services, City of 1997 9,062(f)
Toronto, Canada. Age 51. (0.12%)

-6-

- ----------------------------
(a) No nominee or director is a director of any other company with a class
of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d) of
that Act or any company registered as an investment company under the
Investment Company Act of 1940.

(b) Beneficial ownership percentage of Common Stock is determined by
assuming that options, warrants and other convertible securities that
are held by such person (but not those held by any other person) and
that are exercisable or convertible within 60 days of May 5, 2003 have
been exercised or converted. Options, warrants and other convertible
securities that are not exercisable within 60 days of May 5, 2003 have
been excluded. Unless otherwise noted, the Company believes that all
persons named in the above table have sole voting and investment power
with respect to all shares of Common Stock beneficially owned by them.

(d) Includes 10,300 shares of stock that could be obtained by each of these
Outside Directors on the exercise of options exercisable within 60 days
of May 5, 2003.

(e) Includes 10,000 shares of stock that could be obtained by S. Wilzig
Izak on the exercise of options exercisable within 60 days of May 5,
2003.

(f) Includes 7,000 shares of stock that could be obtained by W. Martin
Willschick on the exercise of options exercisable within 60 days of May
5, 2003. Mr. Willschick is Ms. Izak's first cousin.

At May 5, 2003 all current directors and current executive officers as
a group (seven persons) beneficially owned equity securities as follows:

Amount
Beneficially
Title of Class Owned Percent of Class
-------------- ------------ ----------------

Common Stock..........................................365,002 (1) 4.587%

- ----------------
(1) Includes 172,900 shares that could be obtained on the exercise of options
within 60 days of May 5, 2003, including (i) 10,000 shares that could be
obtained on the exercise of options within 60 days of May 5, 2003 by S. Wilzig
Izak, the Chief Executive Officer and Chairman and of Board, and (ii) 125,000
shares that could be obtained on the exercise of options within 60 days of May
5, 2003 by Philip G. Kupperman, the President, Chief Operating Officer and Chief
Financial Officer of the Company.

SECTION 16(a) REPORTING

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and 10% shareholders to file with the
Securities and Exchange Commission certain reports regarding such persons'
ownership of the Company's securities. Based soley upon a review of these
reports, the Company believes that all of its directors and executive officers
complied with these filing requirements. Mr. Siggi B. Wilzig failed to file
beneficial ownership reports with respect to a significant, but presently
undetermined, number of personal transactions involving the Company's Common
Stock (collectively, the "Unreported Transactions"). The Unreported Transactions
are under review by the Company.

-7-

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth, for the years ended December 31, 2000,
2001 and 2002, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid or accrued by such entities for those
years, to or with respect to the Chief Executive Officer and the President of
the Company (the "Named Officers"), for services rendered in all capacities
during such period. No other executive officer received compensation of $100,000
or more in these years.

SUMMARY COMPENSATION TABLE

Annual Compensation
--------------------------- Long-Term
Compensation
Name and Current Options Granted (in All Other
Principal Position Year Salary Bonus Other (a) shares) Compensation
- ----------------------------- ------- ------------- --------- ------------ ---------------------- -----------------------

S. Wilzig Izak (b), 2002 $145,000 - - 50,000 $2,306
Chairman and CEO 2001 140,000 - - - 286
2000 140,000 - - - 272

Philip G. Kupperman (c), 2002 $125,000 - - 250,000 $35,393
President, COO 2001 - - - - -
and CFO 2000 - - - - -

- -----------------------------
(a) During the periods covered, the Named Officers did not receive
perquisites and other benefits in excess of the lesser of $50,000 or
10% of such individuals salary and bonus.

(b) For Ms. Izak, "All Other Compensation" includes the Company's
contribution to her Individual Retirement Account and the value of life
insurance premiums paid.

(c) Mr. Kupperman joined the Company as an employee July 1, 2002. Mr.
Kupperman's annualized salary for 2002 is $250,000. "All Other
Compensation" includes $33,000 received by Mr. Kupperman as a
consultant prior to joining the Company as an employee and the
Company's contribution to the his Individual Retirement Account and the
value of life insurance premiums paid.

Stock Options

In June 1995, the Company adopted two new stock-based compensation
plans (the 1995 Stock Option and Incentive Plan and the 1995 Non-Employee
Director Stock Option Plan) under which up to 450,000 and 150,000 shares of
Common Stock, respectively, were available for grant. Options may no longer be
granted under stock option plans approved prior to 1995; however, certain
options granted under such prior plans currently remain outstanding.

In 2002, the Company granted 339,750 stock options pursuant to the 1995
Stock Option and Incentive Plan to its employees and consultants. No options
were granted under the 1995 Non-Employee Director Stock Option Plan in 2002.

During 2002, 67,964 options expired unexercised (26,764 under the 1995
Stock Option and Incentive Plan and 41,200 under the 1995 Non-Employee Director
Stock Option Plan).

-8-

Equity Compensation Plan Information

The following table gives information, as of December 31, 2002, about
the Company's Common Stock that may be issued upon the exercise of options,
warrants and rights under (i) the Company's 1995 Stock Option and Incentive
Plan, (ii) the Company's 1995 Non-Employee Director Stock Option Plan and (iii)
certain other plans approved prior to 1995 under which options may no longer be
granted but remain outstanding as of December 31, 2002.

(c)
Number Of Securities
Remaining Available For
(a) (b) Future Issuance Under
Number Of Securities Weighted-Average Equity Compensation
To Be Issued Upon Exercise Exercise Price of Plans (Excluding
Of Outstanding Options, Outstanding Options, Securities Reflected In
Plan Category Warrants and Rights Warrants and Rights Column (a))
------------- ------------------- ------------------- ------------------------

Equity Compensation Plans
Approved by
Stockholders............ 383,740 $3.60 216,260

Equity Compensation Plans
Not Approved by 0 -- --
Stockholders............

TOTAL 383,740 -- 216,260

Option Grants in 2002

Shown below is information with respect to stock options exercised in
fiscal year 2002 and the fiscal year-end value of unexercised option for the
Named Officers:

Aggregate Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values

Number of Securities underlying Value of unexercised in-the-money
unexercised options at 12/31/02 options at 12/31/02 (a)
------------------------------- ----------------------------------
Shares
Acquired Value
Name On exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

S. Wilzig Izak 0 0 0 50,000 0 $12,000

Philip G. Kupperman 0 0 0 250,000 0 $60,000
- -------------------------------------------------------------------------------------------------------------------------

(a) Values for "in-the-money" options represent the positive spread between
the exercise price of an existing option and $3.46, the closing sales
price of the Company's Common Stock on the American Stock Exchange on
December 31, 2002. There is no guarantee that if these options are
exercised they will have this value.

-9-

Shown below is further information on grants of stock options pursuant
to the 1995 Stock Option and Incentive Plan during the fiscal year ended
December 31, 2002 to the Named Officers:
Option Grants in Last Fiscal Year

Potential realizable
value at assumed annual rates
of stock appreciation for
option term (a)
-----------------------------
% of total options
Number of securities granted to Exercise or
underlying options employees base price Expiration
Name granted (b) in fiscal year ($/Sh) date 5% 10%
---- ----------- -------------- ------ ---- -- ---

S. Wilzig Izak 50,000 14.72% $3.32 7/15/12 $104,500 $264,500

$522,000 $1,323,000

Philip G. Kupperman 250,000 73.58% $3.32 7/15/12
- -----------------------------------------------------------------------------------------------------------------------------

(a) The Securities and Exchange Commission (the "SEC") requires disclosure
of the potential realizable value or present value of each grant. The
5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the SEC and do not represent the Company's
estimate or projection of the Company's future common stock prices. The
disclosure assumes the options will be held for the full ten-year term
prior to exercise. Such options may be exercised prior to the end of
such term. The actual value, if any, an executive officer may realize
will depend on the excess of the stock price over the exercise price on
the date the option is exercised. There can be no assurance that the
stock price will appreciate at the rates shown in the table.

(b) The options granted to S. Wilzig Izak vest 20% per year over a period
of five years. 125,000 of the options granted to Philip G. Kupperman
vest on July 1, 2003, the remainder vest on July 1, 2004.

Performance Graph

The following graph compares the cumulative total return on a
hypothetical $100 investment made at the close of business on December 31, 1996
in (i) the Company's Common Stock, (ii) the Standard and Poor's 500 Index, and
(iii) the Dow Jones Oil- Secondary Index. The graph is calculated assuming that
all dividends are reinvested during the relevant periods. The graph shows how a
$100 investment would increase or decrease in value over time, based on
dividends and increases or decreases in market price.

[LINE GRAPH}

12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------- -------- -------- -------- -------- --------

Wilshire Oil Co. of TX 100.00 85.23 71.03 66.29 59.09 65.53
Dow Jones Oil - Secondary 100.00 67.91 85.19 109.14 106.11 110.15
S&P Composite 100.00 128.58 155.64 141.46 124.65 97.10

-10-

Board Report on Executive Compensation

The following report is not to be deemed "soliciting material" or
deemed to be filed with the Securities and Exchange Commission or subject to
Regulation 14A of the Securities Exchange Act of 1934, except to the extent
specifically requested by the Company or incorporated by reference in documents
otherwise filed.

The Company does not have a separate Compensation Committee, and,
therefore, decisions concerning the compensation of the Company's executive
officers are made by the entire Board of Directors (other than decisions
relating to the grant of stock options under the Company's stock option plan,
which are made by the Stock Option Committee). S. Wilzig Izak, the Chief
Executive Officer of the Company and Chairman of the Board, has abstained from
all votes pertaining to her compensation. Pursuant to SEC rules designed to
enhance disclosure of corporate policies concerning executive compensation, set
forth below is a report submitted by the Board which addresses the Company's
compensation policies for 2002 as they affected the Company's executive
officers.

The goals of the Company's compensation policies pertaining to
executive officers are to provide a competitive level of salary and other
benefits to attract, retain and motivate highly qualified personnel, while
balancing the desire for cost containment. The Company's compensation package
consists of three major components: base compensation, performance bonuses, and
stock options. Together these elements comprise total compensation value. The
total compensation paid to the Company's executive officers is influenced
significantly by the need to attract management employees with a high level of
expertise and to motivate and retain key executives for the long-term success of
the Company and its stockholders. The Board establishes annual base salary
levels for executives based on competitive data, level of experience, position,
responsibility, and individual and Company performance. The Company has sought
to align base compensation levels comparable to its competitors and other
companies in similar stages of development. Subject to contract terms, cash
bonuses may be paid to executive officers based upon achievement of annually set
Company goals and personal performance objectives.

The Company believes that it provides the Chief Executive Officer and
the President, Chief Operating Officer and Chief Financial Officer with
competitive salaries. The Board also believes that an executive's compensation
should be closely tied to Company performance through emphasis on equity rather
than incremental pay increases. This policy also serves to contain costs. The
Company increased the Chief Executive Officer's salary in 2002 from $140,000 to
$150,000 and hired a President, Chief Operating Officer and Chief Financial
Officer on July 1, 2002 for an annual base salary of $250,000, together with a
guaranteed bonus of $50,000 per contract year.

The Company believes that stock options are an important long-term
incentive for its executive officers and that the Company's stock option program
has been effective in aligning officer and employee interests with that of the
Company and its stockholders. The Company uses stock options to attract key
executive talent and stock option grants are generally part of employment
packages for key management positions. The Company reviews the stock option
plans annually and employees may also be eligible for annual stock option
grants. During 2002, the Board granted stock options to its Chief Executive
Officer and President, Chief Operating Officer and Chief Financial Officer
covering 50,000 and 250,000 shares, respectively.

-11-

The Board believes that its compensation policies balance the
objectives of fostering the retention and motivation of qualified executive
officers while striving to contain personnel costs.

Respectfully submitted,

S. Wilzig Izak Miles Berger
Milton Donenberg Ernest Wachtel
Eric J. Schmertz W. Martin Willschick

Employment Agreement

On July 1, 2003, the Company entered into an employment agreement with
Philip G. Kupperman pursuant to which Mr. Kupperman will serve as the President,
Chief Operating Officer and Chief Financial Officer of the Company, until June
30, 2004 (the "Expiration Date"), unless extended by the parties. Under the
agreement, Mr. Kupperman will receive an annual base salary of $250,000 per year
and is entitled to an annual bonus (based on contract year as opposed to
calendar year) as determined by the Board of Directors of the Company, provided
that such bonus shall not be less than $50,000 per contract year. Pursuant to
the terms of the agreement, the Company granted Mr. Kupperman options to
purchase an aggregate of 300,000 shares of Common Stock under the Company's 1995
Stock Option and Incentive Plan with an exercise price equal to fair market
value of the Common Stock on the date of grant. Options to purchase 250,000
shares were granted on or about the date of the agreement and options to
purchase an additional 50,000 shares were granted on January 2, 2003. Options
with respect to 125,000 shares will vest on July 1, 2003 and the remaining
options will vest on July 1, 2004. Notwithstanding the foregoing, in the event
that the agreement is terminated other than for "Cause" (as defined in the
agreement), or in the event of a Change in Control Event ( as defined in the
Company's 1995 Stock Option and Incentive Plan), all non-vested options shall
automatically vest. In addition, in the event that the agreement is terminated
other than for Cause, the Company shall continue to pay Mr. Kupperman's base
salary and bonus through the Expiration Date. The agreement prohibits Mr.
Kupperman from competing with the Company for a period of two year from the
Expiration Date and contains certain restrictions on soliciting customers and
employees of the Company for the same period.

Compensation Committee Interlocks; Related Party Transactions and Insider
Participation

The Company does not have a formal Compensation Committee, rather, the
entire Board of Directors performs the functions of such a Committee by
establishing compensation policies. S. Wilzig Izak, the Company's Chief
Executive Officer, is also Chairman of the Board of Directors. She has abstained
from all votes pertaining to her own compensation.

The late Siggi B. Wilzig, the father of S. Wilzig Izak, was, prior to
his death on January 7, 2003, a Senior Consultant to the Company. As set forth
under "Voting Securities and Principal Holders Thereof," Mr. Wilzig was also a
principal shareholder of the Company. In his capacity as a Senior Consultant, he
participated in deliberations of the Board concerning executive compensation;
however, he had no vote on such matters. In addition, for services rendered as a
Senior Consultant, Mr. Wilzig received remuneration of $135,000 per year.

-12-

During June 2000, the Company acquired mortgage notes receivable
secured by underlying property from The Trust Company of New Jersey ("TCNJ") for
$3,500,000. Prior to his death, Mr. Siggi B. Wilzig was an officer, director and
significant shareholder of TCNJ. The Company subsequently advanced the borrower
an additional $2,790,000. The mortgage notes receivable and subsequent advances
are due 2007 and bear interest at 9.75%. The cost of the original mortgage note
and the subsequent advance were partially funded by a $5,300,000 mortgage
provided by TCNJ. In connection with the mortgage note receivable the Company
will earn a $2,500,000 financing fee. The fee is being recognized by the
effective interest method over the term of the mortgage receivable. Under this
agreement, the Company has the right to receive proceeds from the sale of the
underlying property. During the years 2002 and 2001, the Company received
mortgage amortization and financing fees in the amount of $4,946,000 and
$218,000, respectively, and paid down $3,709,000 and $164,000, respectively, of
the related mortgage payable to TCNJ.

In March 2002, the Company refinanced an existing mortgage loan with
TCNJ for $4.08 million and redeemed an unsecured line of credit with TCNJ for
$1.5 million. During 2002, the Company was indebted to TCNJ for approximately
$26 million of first mortgage loans at a weighted average interest rate of
approximately 7.53%, a $1.97 million loan secured by marketable securities at
prime and a $2.0 million unsecured line of credit bearing interest at prime. On
March 1, 2003 the mortgage notes were modified to reflect an effective interest
rate of 6.375% for the next five years and a revised maturity of all the loans
to February 2013.

AUDIT COMMITTEE REPORT

The Audit Committee reviews Wilshire's financial reporting process on
behalf of the Board of Directors. In fulfilling its responsibilities, the
Committee has reviewed and discussed the audited financial statements contained
in the 2002 Annual Report on SEC Form 10-K with Wilshire's management and the
independent auditors. Management is responsible for the financial statements and
the reporting process, including the system of internal controls. The
independent auditors are responsible for expressing an opinion on the conformity
of those audited financial statements with accounting principles generally
accepted in the United States.

The Committee discussed with the independent auditors their
independence from Wilshire and its management including the matters in the
written disclosures required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees and considered the compatibility
of non-audit services with the auditors' independence. In addition, the
Committee discussed the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as amended.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board, and the Board has approved, the inclusion of
the audited financial statements in Wilshire's Annual Report on SEC Form 10-K
for the year ended December 31, 2002, for filing with the Securities and
Exchange Commission.

-13-

Respectfully submitted by the members of the Audit Committee of the
Board of Directors:

W. Martin Willschick, Chairman
Eric J. Schmertz
Milton Donnenberg

Audit Fees and Related Matters

Audit Fees

The Company was billed by Ernst & Young LLP ("E&Y") $123,000 for the
audit of the Company's annual financial statements for the year ended December
31, 2002 and the review of the financial statements included in the Company's
Quarterly Reports on Form 10-Q filed for the second and third quarters of 2002.

The Company was billed by Arthur Andersen LLP ("Arthur Andersen")
$4,000 for the review of the first quarter 2002 financial statements before
their dismissal.

Financial Information Systems Design Implementation Fees

No fees were charged to the Company by E&Y or Arthur Andersen for
information technology services for the year ended December 31, 2002.

All Other Fees

No other fees were charged to the Company by E&Y or Arthur Andersen for
any non-audit services.

Other Matters

Since there were no other services rendered by Arthur Andersen or E&Y,
the Audit Committee has concluded that there were no independence issues for the
year ended December 31, 2002.

Of the time expended by the Company's principal accountants to audit
the Company's financial statements for the year ended December 31, 2002, less
than 50% of such time involved work performed by persons other than the
principal accountant's full-time, permanent employees.

Change in Auditors.

On July 30, 2002 the Company dismissed Arthur Andersen as its
independent public accountants and engaged E&Y to serve as its independent
public accountants for the fiscal year 2002. The decision was approved by the
Audit Committee of the Company's Board of Directors.

-14-

Arthur Andersen's reports on the Company's consolidated financial
statements for each of the fiscal years ended December 31, 2000 and 2001 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2000 and 2001, through
the March 31, 2002 quarterly review and up until July 30, 2002, there were no
disagreements with Arthur Andersen on any matter of accounting principle or
practice, financial statement disclosure or auditing scope or procedure which,
if not resolved to Arthur Andersen's satisfaction, would have caused them to
make reference to the subject matter in connection with their report on the
Company's consolidated financial statements for such years; and there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended December 31, 2000 and 2001 and through
July 30, 2002, the Company did not consult E&Y with respect to the application
of accounting principles to a specified transaction, either completed or
proposed, the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matter or reportable event as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

PROPOSAL 2 - APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY'S CORPORATE NAME.

The Board of Directors Unanimously Recommends Voting FOR this Proposal

The Board of Directors has approved an amendment to Article First of
the Company's Amended and Restated Certificate of Incorporation, subject to
stockholder approval, which will change the Company's name to "Wilshire
Enterprises, Inc." The Board unanimously recommended that this amendment be
submitted to the stockholders for approval at the 2003 Annual Meeting. For the
reasons described below, the Board believes that approval of the amendment
changing the Company's name to "Wilshire Enterprises, Inc." is in the best
interests of the Company and its stockholders.

Reasons For and Proposed Amendment

The Board believes that "Wilshire Oil Company of Texas" is limiting in
description and no longer fully describes the Company's current and future
business. The Company has no current offices in Texas. During the past few
years, the Company's oil and gas operations have accounted for approximately 30%
of the Company's revenues while the Company's real estate business has grown to
the point where it now accounts for approximately 70% of the Company's revenues.

Additionally, as previously announced, the Company has authorized its
investment banker to seek purchasers for its oil and gas exploration and
production business. Of course, there can be no assurance that that any sales
will be consummated. The statements in this paragraph 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. Such risks
and uncertainties include the possibility that business or market factors cause
the Company to vary from its current plans, the impact of changing economic
conditions, the impact of any changes in oil and gas prices, the effect of
announcements by the Company's competitors, the uncertainty of being able to
identify an adequately financed buyer, and the impact of other risks typically
involved in consummating an acquisition transaction.

-15-

For the reasons described above, the Company believes that "Wilshire
Enterprises, Inc.," which simplifies and broadens the Company's corporate name
while maintaining the well-known "Wilshire," more accurately reflects the
Company's strategic direction.

The name change will not in any way affect the validity of currently
outstanding stock certificates. Stockholders will not be required to surrender
or exchange any stock certificates that the currently hold. The Company's ticker
symbol on the American Stock Exchange will, at least for the time being,
continue to be "WOC." New share certificates issued upon transfer of shares will
bear the name "Wilshire Enterprises, Inc." and will have a new CUSIP number.
Delivery of existing stock certificates will continue to be accepted in
transactions made by stockholders after the corporate name is changed.

The Board believes that the adoption of the proposed amendment to the
Amended and Restated Certificate of Incorporation is in the best interests of
the Company and its stockholders. Accordingly, the Board is proposing that
Article First of the Amended and Restated Certificate of Incorporation be
amended to change the Company's name to "Wilshire Enterprises, Inc." The full
text of Article First of the Amended and Restated Certificate of Incorporation,
as proposed to be amended, is as follows:

"FIRST: The name of the Corporation is Wilshire Enterprises, Inc."

The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote is required to approve this proposal and the related
amendment to the Company's Amended and Restated Certificate of Incorporation.

ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.

PROPOSAL 3- ADVISORY VOTE ON THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors Unanimously Recommends Voting FOR this Proposal

The Audit Committee has appointed Ernst & Young LLP to serve as the
Company's independent public accountants for the year ending December 31, 2003.

Selection of the Company's independent accountants is not required to
be submitted to a vote of the stockholders of the Company for ratification. The
Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly
responsible for the appointment, compensation and oversight of the audit work of
the independent auditors. However, the Board of Directors is submitting this
matter to the stockholders as a matter of good corporate practice. If the
stockholders fail to vote on an advisory basis in favor of the selection, the
Audit Committee will reconsider whether to retain Ernst & Young LLP, and may
retain that firm or another without re-submitting the matter to the Company's
stockholders. Even if stockholders vote on an advisory basis in favor of the
appointment, the Audit Committee may, in its discretion, direct the appointment
of different independent auditors at any time during the year if it determines
that such a change would be in the best interests of the Company and the
shareholders.

-16-

Representatives of Ernst & Young LLP are expected to attend the Annual
Meeting, to have an opportunity to make a statement, if they desire to do so,
and to be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR this proposal.

-17-

SHAREHOLDER PROPOSALS

The following two proposals have been submitted by shareholders of the Company,
and not by management, for consideration at the Annual Meeting.

PROPOSAL 4 - SHAREHOLDER PROPOSAL ON SHAREHOLDERS RIGHTS PLAN

The Board of Directors Unanimously Recommends a Vote AGAINST this
Proposal.

A shareholder has advised the Company that he intends to present the
following resolution at the Annual Meeting. In accordance with the applicable
proxy statement regulations, the proposed resolution and supporting statement,
for which the Board of Directors and the Company accept no responsibility, are
set forth below.

James Potkul, 3633 Hill Rd 2nd Flr Parsippany, NJ 07054, on behalf of
Stephen & Nancy Antonetti, owners of 1,000 Wilshire Oil common shares,
has proposed the following resolution and has furnished the following
statement in support of the proposal.

Shareholder Resolution

Resolved:
Shareholder Vote On Poison Pills

Wilshire Oil shareholders request that our Board of Directors seek
shareholder approval prior to adopting any poison pill and also redeem
or terminate any pill now in effect unless it has been approved by a
shareholder vote at the next shareholder meeting.

Proponent's Supporting Statement

Negative Effects of Poison Pills on Shareholder Value
A study by the Securities and Exchange Commission found evidence that
the negative effect of poison pills to deter profitable takeover bids
outweigh benefits. Source: Office of the Chief Economist, SEC, The
Effect of Poison Pills on the Wealth of Target Shareholders, October
23, 1986.

Additional Support for this Topic
"Even though (the pills) are designed as protection and not intended
ever to be triggered, the pills are poison, indeed. The basic function
of the pill is, simply stated, to confront a hostile purchaser with
immediate and unacceptable dilution of the value of his investment. The
pill is a 'doomsday' device, with such potent wealth destroying
characteristics..."
Power and Accountability
Minow and Monks
Chapter 2 page 49, after "1,000 Poison Pills" heading.

-18-

The Council of Institutional Investor recommends shareholder approval
of all poison pills.

Council of Institutional Investors, Corporate Governance Polices,
Approved 3/26/01

Institutional Investor Support is High

Institutional investors have the advantage of a specialized staff and
with specialized resources, long term focus, fiduciary duty and
independent perspective to thoroughly study the issues involved in this
topic. Evidence of institutional investor support is the sponsorship of
TIAA-CREF, Gamco Investors and the New York State Retirement Fund of
their own proposals on this same topic.
Source: IRRC Corporate Governance Bulletin, May-July 2001

In recent years, various companies have redeemed poison pills or have
given shareholders a meaningful vote on the topic. Our company should
do so as well. The following companies have changed their polices on
poison pills in response to shareholders votes: Mattel, Navistar, and
Boise Cascade. Source: "Twenty Two for 2002", Corporate Governance
Advisor, Nov/Dec 2001.

In the interest of shareholder value Vote Yes;
Shareholder Vote On Poison Pills

BOARD OF DIRECTORS RESPONSE:

The Board of Directors Unanimously Recommends a Vote AGAINST this
Proposal.

The Company has maintained a shareholder rights plan since 1996, which
is the type of plan often referred to as a "poison pill" and challenged by the
foregoing proposal. The Board observes that numerous well-respected U.S.
corporations, including approximately 60% of the S&P 500 companies, have
implemented shareholder rights plans.

The Board believes that it is in the best interests of the Company and
its stockholders to maintain the shareholder rights plan for the reasons set
forth below:

o The Board implemented the Company's rights plan to protect and
enhance stockholder value.

o Empirical data suggests that premiums paid to acquire target
companies with rights plans are higher than premiums paid for
target companies that do not have rights plans.

o The Company's rights plan allows the Board to protect the
Company's stockholders from unfair and coercive takeover tactics.

-19-

o To redeem the Company's rights plan now, in the absence of a
specific and acceptable acquisition proposal, would leave
stockholders vulnerable to an unsolicited and potentially coercive
and unfair takeover offer.

The Board implemented the Company's rights plan to protect and enhance
stockholder value. The principal objective of the Company's rights plan is to
protect the Company's stockholders against inadequate offers and abusive
tactics. The Company's rights plan will also increase the Board's time to
negotiate and its bargaining power to obtain higher value for the Company's
stockholders. The Board believes that merger and acquisition activity over the
last ten years shows that rights plans neither prevent unsolicited offers from
occurring nor prevent companies from being acquired, but rather help boards to
obtain prices from offerors that are fair and adequate to stockholders.

Empirical data suggests that premiums paid to acquire target companies
with rights plans are higher than premiums paid for target companies that do not
have rights plans. A Georgeson & Company study of takeover premiums during the
period from 1992 to 1996 estimated that premiums paid to acquire target
companies with rights plans were on average eight percentage points higher than
premiums paid for target companies that did not have rights plans. The Georgeson
& Company study concluded that the presence of a rights plan did not increase
the likelihood of the defeat of a hostile takeover bid or the withdrawal of a
friendly bid and that rights plans did not reduce the likelihood that a company
would become a takeover target. The same study concluded that companies with
rights plans received higher premiums regardless of whether the takeover was
friendly or hostile. Indeed, many companies with rights plans have received
unsolicited takeover proposals and have redeemed their rights after their board
of directors concluded that the offer, as negotiated by such board of directors,
adequately reflected the intrinsic value of the company and was fair and
equitable to all stockholders.

The Company's rights plan allows the Board to protect the Company's
stockholders from unfair and coercive takeover tactics. These tactics include a
partial or two-tier tender offer, a "creeping acquisition" or other tactics that
the Board believes are unfair to the Company's stockholders. These tactics
coerce stockholders by providing incentives for those who first agree to sell
and disincentives for those who delay or who do not elect to sell. The Company's
rights plan is not intended to prevent a takeover of the Company. Nor does the
rights plan change or diminish the fiduciary obligations of the Board. The
Company's rights plan strengthens the ability of the Board to fulfill its
fiduciary duties under Delaware law and to obtain a beneficial deal for all
stockholders without undue pressure. Prior to the acquisition of a certain
percentage of the Company's common shares by an acquirer, the Board has the
power to redeem the rights issued under the rights plan and thereby remove the
impediment to the completion of an acquisition of the Company. A prospective
acquirer seeking to persuade the Board to redeem the rights may propose a higher
takeover price, make an offer for all shares rather than a partial offer, or
offer better takeover terms than would be proposed if no shareholder rights plan
were in place. The Board is in the best position to negotiate on behalf of all
stockholders, evaluate the adequacy of any potential offer, and seek a higher
price from a third party if there is to be a sale of the Company.

-20-

To redeem the rights plan now, in the absence of a specific and
acceptable acquisition proposal, would leave stockholders vulnerable to an
unsolicited and potentially coercive and unfair takeover offer. On April 21,
2003, certain third parties filed two separate statements on Schedule 13D with
the Securities and Exchange Commission stating that, together, they beneficially
own an aggregate of 440,200 shares, or approximately 5.6%, of the Company's
common stock. One of the filings indicated that the filing parties acquired the
shares with a view toward seeking control of, or the entire equity interest in,
the Company but did not set forth a specific acquisition proposal. Such filing
did, however, state that the filing parties may consider acquiring additional
shares through methods including a tender offer or privately negotiated
transactions. By way of example of a benefit of the rights plan, on each of
October 11, 2002 and December 10, 2002 one of the filers sent letters to the
Company which indicated that such party might be prepared to acquire all of the
outstanding shares of the Company at prices of $3.60 per share and $3.75 per
share, respectively, subject to various contingencies. The Company viewed these
contingent offers as inadequate and not in the best interests of the Company's
stockholders, and has not pursued them. In the Board's view, the existence of
the rights plan may have in part been responsible for preventing the filer from
pursuing a coercive tender offer at these inadequate prices. Redemption of the
rights plan now, in the absence of a specific and acceptable acquisition
proposal, is not in the best interests of the Company or its stockholders. The
Board believes that redeeming the rights plan now could eventually reduce
long-term value for stockholders and limit the Board's ability to negotiate
better terms for its shareholders. The Board therefore believes that any
decision to redeem the rights plan should be made by the Board in the context of
a specific and acceptable acquisition proposal.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE AGAINST THIS PROPOSAL.

PROPOSAL 5 - SHAREHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS

The Board of Directors Unanimously Recommends a Vote AGAINST this Proposal.

James Potkul, 3633 Hill Rd. 2nd Flr Parsippany, NJ 07054, beneficial
owner of 3000 Wilshire Oil shares has proposed the following resolution
and has furnished the following statement in support of the proposal.

Shareholder Resolution

Resolved
Adopt resolution allowing the shareholders to elect each director
annually.

Wilshire Oil shareholders strongly recommend that our Board of
Directors implement the necessary rules to elect each director annually
as an established policy (Unexpired terms of directors not affected)

-21-

Proponent's Supporting Statement

Why elect the entire board of director annually?

1. As a shareholder, you own a fractional ownership in Wilshire and you
should have the right to vote and to determine annually the people that
represent you on the Board of Directors.

2. According to CalPERS - Corporate Governance Market Principles, An
accountable board and responsible shareholders are key to the long term
prosperity of a corporation. The practice of staggering board terms
impedes corporate owners from exercising their responsibilities and
allows unresponsive boards to remain unaccountable to shareholders.
Classified boards, where directors serve staggered terms, weaken
shareholder's ability to exercise influence. The practice of protecting
directors from election by shareholders runs directly counter to the
belief that board members must be accountable to corporate owners and
serves to weaken the director-shareholder relationship.

3. The combination of Wilshire Oil's classified board and poison pill
entrenches management and lessons management's incentive to improve
shareholder value.

4. Shareholders deserve the right to make a reasonable return on their
investment over time. The share price of Wilshire stock has been flat
for more than a decade and the shareholders have not realized the
inherent value of Wilshire's investments.

5. Wilshire is a small company that is not very complex. New ideas and
new people would only benefit shareholders. In the event that all
directors were replaced, this would express shareholder dissatisfaction
with the incumbents and reflect the need for change.

Vote Yes: Elect each director annually

BOARD OF DIRECTORS' RESPONSE

The Board of Directors Unanimously Recommends a Vote AGAINST this
Proposal.

As provided in the Company's Amended and Restated Certificate of
Incorporation, the Board of Directors is divided into three classes of
approximately the same size. Each class serves a term of three years, with one
class standing for election each year. This is commonly called a "classified"
board. The Board observes that numerous well-respected U.S. corporations and
institutional investors have classified boards, including approximately 60% of
the S&P 500 companies.

The Board believes that it is in the best interests of the Company and
its stockholders to maintain the present system of electing directors for the
reasons set forth below:

o The Company's classified board structure enhances the Board's
ability to negotiate the best results for stockholders in the
event of a hostile takeover attempt and the Board believes that
historical data suggests that stockholders have received higher
takeover premiums when potential acquirers have been forced to
negotiate a fair deal with a board of directors.

-22-

o The Board believes that electing directors to three-year terms
protects the independence of non-management directors.

o The Board believes it is in the best interests of the Company and
its stockholders to maintain a high level of experience and
continuity within the Board.

o The Board believes that the benefits of the current classified
board structure do not come at the cost of directors'
accountability to stockholders.

o The Board notes that adoption of this proposal would not
automatically eliminate the classified Board.

The Company's classified board structure enhances the Board's ability
to negotiate the best results for stockholders in the event of a hostile
takeover attempt. It encourages a person seeking to gain control of the Company
to negotiate with the Board because at least two annual stockholders meetings
generally are required to effect a change in control of the Board. This gives
the incumbent directors the time and leverage necessary to evaluate the adequacy
and fairness of a takeover proposal, negotiate on behalf of stockholders and
weigh alternative methods of maximizing stockholder value for all stockholders.
It is important to note, however, that although the Company's classified board
would tend to cause a person seeking to obtain control of the Company to
negotiate with the Board, the existence of a classified board will not, in fact,
prevent a person from accomplishing a hostile acquisition. The Board believes
that historical data suggests that stockholders have received higher takeover
premiums when potential acquirers have been forced to negotiate a fair deal with
the board of directors.

The Company's classified board structure protects the independence of
non-management directors. Only one of the members of the Board is also an
executive officer of the Company. The Board believes that the Company's
classified board structure insulates non-management directors against potential
pressure from management or special interest groups who might have an agenda
contrary to the long-term interests of all stockholders of the Company.

The Company's classified board structure helps maintain a high level of
experience and continuity within the Board. The Board believes that each member
of the Board needs an in-depth understanding of the Company's business, future
plans and strategic position. The classified structure of the Board is designed
to ensure that directors have the opportunity to develop this level of
experience. After each annual election, at least a majority of the members of
the Board have had one year or more of experience as a director of the Company.
This enables the directors to build on past experience and plan for a reasonable
period into the future. The structure also serves to prevent abrupt changes in
corporate policy based on short-term objectives. The Board believes that a
long-term focus maximizes stockholder value.

The benefits of the Company's classified board structure do not come at
the cost of directors' accountability to stockholders. The Board believes that
directors elected to three-year terms are just as accountable to stockholders as
directors elected annually, since all directors are required to uphold their
fiduciary duties to the Company and its stockholders, regardless of the length
of their term of office. In the Board's view, the annual election of
approximately one-third of the directors provides stockholders with an orderly
means to effect change and communicate their views on the performance of the
Company and its directors.

-23-

The adoption of this proposal would not automatically eliminate the
Company's classified board. Further action by the stockholders at a subsequent
meeting of stockholders would be required to amend the Company's Amended and
Restated Certificate of Incorporation. Under the Amended and Restated
Certificate of Incorporation, an 80% vote of the outstanding shares would be
required for approval of an amendment to the classified board structure.
Additionally, under Delaware law, an amendment to the Amended and Restated
Certificate of Incorporation requires a recommendation from the Board prior to
submission to stockholders. While the Board would consider such an amendment, it
would do so consistent with its fiduciary duty to act in a manner it believes to
be in the best interest of the Company and all of its stockholders.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE AGAINST THIS PROPOSAL.

STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

Stockholder Proposals for Inclusion in 2004 Proxy Statement

If any stockholder intends to present a proposal for consideration at
the 2004 Annual Meeting of Stockholders, such proposal must be received by the
Company not later than January 30, 2004 for inclusion, pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, in the Company's proxy statement for
such meeting. Such proposal also will need to comply with Securities and
Exchange Commission regulations regarding the inclusion of stockholder proposals
in Company-sponsored proxy materials.

Other Stockholder Proposals for Presentation at 2004 Annual Meeting

According to the by-laws of the Company, notice of any proposal to be
presented by any stockholder or the name of any person to be nominated by any
stockholder for election as a director at any annual meeting must be given
timely, in writing, to the Secretary of the Company. To be timely, a
stockholder's notice must be given to the Secretary not less than 60 nor more
than 90 days prior to the date of the meeting; provided that if the date of the
meeting is first publicly announced less than 70 days before the date of the
meeting, such advance notice must be given within ten days after such meeting
date is first publicly announced. All such notices must set forth, as to each
matter the stockholder proposes to bring before the Annual Meeting, (i) the text
of the proposal, (ii) a brief description of the reasons for such proposal,
(iii) the name and address of the stockholder proposing such business, (iv) the
class and number of shares of Common Stock which are beneficially owned by the
stockholder and (v) any material interest of the stockholder in such proposal.
Any stockholder desiring to nominate any person for election as a director of
the Company must deliver with such notice a statement in writing setting forth
the name of the person to be nominated, the number and class of all shares of
each class of stock of the Company beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e) and (f) of
Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation subsequently adopted by the
Securities and Exchange Commission applicable to the Company), such person's
signed consent to serve as a director of the Company if elected, such
stockholder's name and address and the number and class of all shares of each
class of stock of the Company beneficially owned by such stockholder. The
chairperson of the meeting will determine whether sufficient notice has been
given; in the absence of such notice, a stockholder proposal or director nominee
will not be considered.

-24-

Pursuant to Rule 14a-4 under the Securities Exchange Act of 1934, if a
stockholder notifies the Company in a time or manner inconsistent with the
Company's by-laws of an intent to present a proposal at the Company's 2004
Annual Meeting (and for any reason the proposal is voted upon at that Annual
Meeting), the Company's proxy holders will have the right to exercise
discretionary voting authority with respect to the proposal, if presented at the
meeting, without including information regarding the proposal in its proxy
materials.

-25-

We hope that you will attend the meeting of shareholders, and look
forward to your presence. HOWEVER, EVEN IF YOU PLAN TO ATTEND, YOU ARE URGED TO
EITHER VOTE YOUR SHARES ELECTRONICIALLY ON THE INTERNET, BY TELEPHONE OR BY
COMPLETING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD. If you wish to change
your vote or vote differently in person, your proxy may be revoked at any time
prior to the time it is voted at the meeting.

S. WILZIG IZAK
Chairman of the Board

Dated: May 30, 2003

A copy of the Company's Annual Report for the year ended December 31,
2002, including financial statements, accompanies this Proxy Statement. The
Annual Report is not to be regarded as proxy soliciting material or as a
communication by means of which any solicitation is to be made.

The Company will provide without charge, to any shareholder of record
who requests it a copy of its Annual Report to the Securities and Exchange
Commission on Form 10-K including financial statements and the schedules
thereto, for the year ended December 31, 2002. Requests for copies of the Form
10-K should be sent to: Wilshire Oil Company of Texas, Shareholder Relations
Department, 921 Bergen Avenue, Jersey City, New Jersey 07306

-26-

To vote in accordance with the Board of Directors' recommendations, just sign below; no boxes need to be checked.

The Board of Directors recommends The Board of Directors recommends
a vote "FOR" Proposals 1, 2 and 3. a vote "AGAINST" Proposals 4 and 5.

FOR WITHHOLD
NOMINEES AUTHORITY FOR AGAINST ABSTAIN
(1) Nominees for Class II Director: |_| |_| (4) Shareholder proposal on shareholder |_| |_| |_|
rights plan.
01 Milton Donnenberg and 02 S. Wilzig Izak
FOR AGAINST ABSTAIN
INSTRUCTIONS: To withhold authority to vote for any individual (5) Shareholder proposal to elect |_| |_| |_|
nominee, write that nominee's name in the space below. Directors annually.

-------------------------------------------------------------- YES NO
I PLAN TO ATTEND THE MEETING |_| |_|
FOR AGAINST ABSTAIN
(2) Approval of amendment to the |_| |_| |_| (6) Upon all such other matters as may properly
Company's Amended and Restated come before the meeting and/or any adjournments
Certificate of Incorporation to thereof, as the proxies in their discretion
change the Company's name. may determine. The Board of Directors is not
FOR AGAINST ABSTAIN aware of any such matter.
(3) Advise on selection of Ernst |_| |_| |_|
& Young LLP as independent auditors. Any proxies heretofore given for the annual
meeting are hereby revoked.

IMPORTANT: PLEASE CHECK THE BOXES ABOVE, DATE AND
SIGN BELOW AND PROMPTLY RETURN IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.

- ----------------------------------------------------------------------------------------- =======================================
| | || ||
| | || ||
| | || COMPANY NUMBER: ||
| | || ||
| | || PROXY NUMBER: ||
| | || ||
| | || ACCOUNT NUMBER: ||
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- ----------------------------------------------------------------------------------------- =======================================
Signature___________________________________________ Signature___________________________________________ Date_____________________
Please sign exactly as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name
by President or authorized officer. If a partnership, please sign in partnership name by authorized person. (Continued on reverse
side)
- ------------------------------------------------------------------------------------------------------------------------------------
^ FOLD AND DETACH HERE AND READ THE REVERSE SIDE ^

[GRAPHIC OMITTED] VOTE BY TELEPHONE OR INTERNET [GRAPHIC OMITTED]
QUICK * * * EASY * * * IMMEDIATE

WILSHIRE OIL COMPANY OF TEXAS

|_| You can now vote your shares electronically through the Internet or the telephone.

|_| This eliminates the need to return the proxy card.

|_| Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and
returned the proxy card.

TO VOTE YOUR PROXY BY INTERNET
- ------------------------------
www.continentalstock.com

Have your proxy card in hand when you access the above website. You will be prompted to enter the company number, proxy number and
account number to create an electronic ballot. Follow the prompts to vote your shares.

TO VOTE YOUR PROXY BY MAIL
- --------------------------

Mark, sign and date your proxy card above, detach it and return it in the postage-paid envelope provided.

TO VOTE YOUR PROXY BY PHONE
- ---------------------------
1-800-293-8533

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter the
company number, proxy number and account number. Follow the voting instructions to vote your shares.

PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED
--------------------------------------------
ELECTRONICALLY
--------------

WILSHIRE OIL COMPANY OF TEXAS
PROXY -- COMMON STOCK

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS, JUNE 30, 2003

The undersigned appoints W. Martin Willschick and Ernest Wachtel, and each
of them, attorneys and proxies, with power of substitution in each of them, to
vote for and on behalf of the undersigned at the Annual Meeting of Shareholders
to be held on June 30, 2003, and at any adjournments thereof, upon matters
properly coming before the meeting, as set forth in the Notice of Annual Meeting
and Proxy Statement, both of which have been received by the undersigned.
Without otherwise limiting the general authorization given hereby, said
attorneys and proxies are instructed to vote as follows:

This proxy when properly executed will be voted in the manner directed
herein by the undersigned.

In the absence of such direction the proxy will be voted FOR the nominees
listed in Item 1, FOR the Proposals set forth in Items 2 and 3 and AGAINST the
Proposals set forth in Items 4 and 5.

Address Change/Comments

-----------------------------------------------------

(Continued on reverse side)
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^

The Board of Directors recommends a vote "FOR" Proposals 1, 2 and 3.
The Board of Directors recommends a vote "AGAINST" Proposals 4 and 5.

If Proposal (2) is approved the name of the Corporation will be Wilshire
Enterprises, Inc. The name change will not in any way affect the
validity of your current stock certificates. You will not be required to
surrender or exchange any stock certificates that you currently own. The
Company's ticker symbol on The American Stock Exchange will, at least
for the time being continue to be "WOC".