SCHEDULE 14A INFORMATION

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 Pursuant to ss.240.14a-11(c) or ss.240.14a-12

WILSHIRE ENTERPRISES, INC.
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(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)(4) 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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|_| 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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WILSHIRE ENTERPRISES, INC.
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306(1)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 2005
------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Wilshire
Enterprises, Inc., a Delaware corporation (hereinafter called the "Company"),
will be held at the Wyndham Wilmington Hotel, 700 King Street, Wilmington,
Delaware 19801 at 3:00 P. M. on Thursday, June 16, 2005 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 transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on April 29, 2005, 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. WE URGE YOU TO VOTE NOW REGARDLESS OF WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON.

YOUR SHARES MAY BE VOTED ELECTRONICALLY ON THE INTERNET, BY TELEPHONE OR BY
SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD.

By Order of the Board of Directors

/s/ S. Wilzig Izak

S. WILZIG IZAK
Chairman of the Board

Dated: May 12, 2005
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(1) Please note the Company's pending change of address as noted herein.

WILSHIRE ENTERPRISES, INC.
921 BERGEN AVENUE
JERSEY CITY, NEW JERSEY 07306(2)

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 2005
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This Proxy Statement and the accompanying form of proxy, which were first
sent to stockholders on or about May 12, 2005, are submitted in connection
with the solicitation of proxies for the Annual Meeting of Stockholders by the
Board of Directors of Wilshire Enterprises, Inc. (the "Company") to be held on
Thursday, June 16, 2005 at 3:00 P.M. or any adjournment thereof (the "Annual
Meeting"). The close of business on April 29, 2005 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 the record date, 7,890,506 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 S. Wilzig Izak and Seth H. Ugelow 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. 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 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 the matters described above would be
presented for action at the Annual Meeting. If other matters properly come
before the Annual 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.

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. 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 and entitled to vote for
purposes of determining the presence of a quorum.

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(2) Please note the Company's pending change of address as noted herein.

Assuming a quorum is present, the nominees for director receiving a
plurality of votes cast at the Annual Meeting will be elected directors. A
proxy that has properly withheld authority with respect to the election of one
or both directors will not be voted with respect to the director or directors
indicated, although it will be counted for the purposes of determining whether
there is a quorum.

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 addition 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.

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 December 31, 2004:

NAME OF ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- ------------------- ------------------------ --------

Estate of Siggi B. Wilzig ............... 1,660,792(2) 21.4%
c/o Daniel Swick
Herrick, Feinstein LLP
2 Penn Plaza
Newark, NJ 07105-2245

Mercury Real Estate Advisors LLC ........ 849,000(3) 10.9%
David R. Jarvis
Malcolm F. MacLean IV
700 Field Point Road
Greenwich, CT 06830

Dimensional Fund Advisors, Inc .......... 505,190(4) 6.5%
1299 Ocean Avenue, Suite 650
Santa Monica, CA 90401

JMB Capital Partners, L.P. .............. 453,900(5) 5.8%
Smithwood Partners, LLC
Mr. Jonathan Brooks
1999 Avenue of the Stars
Suite 2040
Los Angeles, CA 90067

Donald Brenner .......................... 405,330(6) 5.2%
P. O. Box 721
Alpine, NJ 07620

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(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 December 31, 2004 have
been exercised or converted. Options, warrants and other convertible
securities that are not exercisable within 60 days of December 31, 2004
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 until his death on January 7, 2003. The
table above reflects the Estate's ownership as reported by the Estate.

(3) According to a filing with the Securities and Exchange Commission on
February 17, 2005, the 849,000 shares reported as beneficially owned by
Mercury Real Estate Advisors and David R. Jarvis and Malcolm F. MacLean IV
represent shares held by Mercury Special Situations Fund LP and certain
other entities of which Mercury Real Estate Advisors LLC is the investment
advisor. Messrs. Jarvis and MacLean are the managing members of Mercury
Real Estate Advisors LLC.
(4) Pursuant to a filing with the Securities and Exchange Commission which
reported beneficial ownership as of December 31, 2004, Dimensional Fund
Advisors, Inc. ("Dimensional"), a registered investment advisor, disclosed
that it is deemed to have beneficial ownership of 505,190 shares of Common
Stock, all of which shares are held in the portfolios of certain "Funds".
Such Funds consist of investment companies to which Dimensional provides
investment advice and certain other commingled group trusts and separate
accounts for which Dimensional serves as an investment manager. Dimensional
disclaims beneficial ownership of all such shares.
(5) Pursuant to a filing with the Securities and Exchange Commission, as of
August 26, 2004, JMB Capital had the sole power to vote or direct the vote
with respect to the 453,900 shares owned by it. As general partner of JMB
Capital, Smithwood has the sole power to vote or direct the vote with
respect to the 453,900 shares owned by JMB Capital. As the sole member and
manager of Smithwood, Mr. Brooks has the sole power to vote or direct the
vote with respect to the 453,900 shares owned by JMB Capital.
(6) Such 405,330 shares of Common Stock consists of 17,974 shares for which
Mr. Brenner has sole voting power and 387,356 shares for which he has
shared voting power.

BOARD OF DIRECTORS AND ITS COMMITTEES; 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 the 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 I expires at the 2005 Annual Meeting, Class II at the next succeeding
Annual Meeting and Class III at the following succeeding Annual Meeting. Two
Class I nominees are named in this Proxy Statement.

INDEPENDENCE

Since the adoption of the Sarbanes-Oxley Act in July 2002, there has been a
growing public and regulatory focus on the independence of directors. The
American Stock Exchange (the "AMEX") has adopted amendments to its definition
of independence. Additional requirements relating to independence are imposed
by the Sarbanes-Oxley Act with respect to members of the Audit Committee. All
members of the Audit Committee of the Board of Directors have been determined
to be "independent directors" pursuant to the definition contained in The
American Stock Exchange's Corporate Governance Rules and under the SEC's Rule
10A-3. All of the non-employee members of the Board (and, accordingly, all
members of the Nominating Committee) have been determined to satisfy the AMEX
definition of independence.

BOARD OF DIRECTORS MEETINGS

The Board of Directors of the Company holds periodic meetings as necessary
to deal with matters which it must consider. The Board of Directors has an
Audit Committee, a Compensation Committee and a Nominating Committee. During
2004, the full Board met a total of eleven times, the Audit Committee eight
times, the Compensation Committee two times and the Nominating Committee did
not meet during 2004 (but did meet in 2005 to approve the nominees for
director). All directors attended all of the meetings of the Board and
Committees on which they served.

EXECUTIVE COMMITTEE

The Board of Directors has an Executive Committee, which consists of S.
Wilzig Izak (Chair), W. Martin Willschick and Eric J. Schmertz. This Committee
may exercise all authority of the full Board with the exception of specified
limitations relating to major corporate matters.

THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors serves to: (a) oversee the
accounting and financial reporting processes of the Company, internal controls
of the Company, and audits of the financial statements of the Company; (b)
assist the Board of Directors in its oversight of: (i) the integrity of the
Company's financial statements, (ii) the Company's compliance with legal and
regulatory requirements, (iii) the independent auditors' qualifications and
independence, (iv) the performance of the Company's internal audit functions
and its independent auditors, and (v) the accounting and financial reporting
processes of the Company; and (c) prepare the Audit Committee report for
inclusion in the proxy statement as required by the SEC. The Audit Committee's
charter was attached as Appendix A to the Company's 2004 Proxy Statement.

The members of the Audit Committee are Mr. Willschick (Chair), Mr. Schmertz
and Mr. Donnenberg. The report of the Audit Committee is included elsewhere
herein.

The Board of Directors has determined that Mr. Martin Willschick constitutes
an "audit committee financial expert", as such term is defined by the SEC. As
noted above, Mr. Willschick - as well as the other members of the Audit
Committee - has been determined to be "independent" within the meaning of SEC
and AMEX regulations.

COMPENSATION COMMITTEE

The Compensation Committee of the Board serves to: (a) assist the Board in
establishing and maintaining compensation and benefits policies and practices
that support the successful recruitment, development and retention of talent
in order to achieve the Company's business objectives and optimize long-term
financial returns; (b) assist the Board in discharging its responsibilities
for compensating the Company's executives; and (c) produce a compensation
committee report on executive compensation for inclusion in the Company's
proxy statement in accordance with applicable federal securities laws, rules
and regulations and the AMEX's rules and regulations.

The members of the Compensation Committee are Mr. Schmertz (Chair),
Mr. Wachtel and Mr. Berger. The report of the Compensation Committee is
included elsewhere herein.

NOMINATING COMMITTEE

The purposes of the Nominating Committee are to: (a) identify and screen
individuals qualified for nomination to the Board; (b) recommend to the Board
director nominees for election at each meeting of stockholders at which
directors are to be elected and recommend to the Board individuals to fill any
vacancies on the Board that arise between such meetings; and (c) recommend to
the Board directors for appointment to each committee of the Board. The
Nominating Committee's charter was attached as Appendix B to the Company's
2004 Proxy Statement.

The members of the Nominating Committee are Mr. Berger (Chair), Mr. Wachtel
and Mr. Donnenberg.

The Nominating Committee's charter describes procedures for nominations to
be submitted by stockholders and other third-parties, other than candidates
who have previously served on the Board or who are recommended by the Board.
The charter states that a nomination must be delivered to the Secretary of the
Company at the principal executive offices of the Company not later than the
close of business on the 90th day nor earlier than the close of business on
the 120th day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that if the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date, notice
to be timely must be so delivered not earlier than the close of business on
the 120th day prior to such annual meeting and not later than the close of
business on the later of the 90th day prior to such annual meeting or the
close of business on the 10th day following the day

on which public announcement of the date of such meeting is first made by the
Company. The public announcement of an adjournment or postponement of an
annual meeting will not commence a new time period (or extend any time period)
for the giving of a notice as described above. The charter requires a
nomination notice to set forth as to each person whom the proponent proposes
to nominate for election as a director: (a) all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected), and
(b) information that will enable the Nominating Committee to determine whether
the candidate or candidates satisfy the criteria established pursuant to the
charter for director candidates.

The charter describes the minimum qualifications for nominees and the
qualities or skills that are necessary for directors to possess. Each nominee:

o must satisfy any legal requirements applicable to members of the Board;

o must have business or professional experience that will enable such
nominee to provide useful input to the Board in its deliberations;

o must have a reputation for honesty and ethical conduct;

o must have a working knowledge of the types of responsibilities expected
of members of the board of directors of a public company; and

o must have experience, either as a member of the board of directors of
another public or private company or in another capacity, that
demonstrates the nominee's capacity to serve in a fiduciary position.

Candidates to serve on the Board will be identified from all available
sources, including recommendations made by stockholders. The Nominating
Committee's charter provides that there will be no differences in the manner
in which the Nominating Committee evaluates nominees recommended by
stockholders and nominees recommended by the Committee or management, except
that no specific process shall be mandated with respect to the nomination of
any individuals who have previously served on the Board. The evaluation
process for individuals other than existing Board members will include

o a review of the information provided to the Nominating Committee by the
proponent;

o a review of reference letters from at least two sources determined to be
reputable by the Nominating Committee; and

o a personal interview of the candidate,

together with a review of such other information as the Nominating Committee
shall determine to be relevant.

In connection with the 2005 Annual Meeting, the Nominating Committee did not
receive any nominations from any stockholder or group of stockholders which
owned more than 5% of the Company's Common Stock for at least one year.

The Board of Directors has established a procedure that enables stockholders
to communicate in writing with members of the Board. Any such communication
should be addressed to Ms. S. Wilzig Izak, Chairman of the Board and should be
sent to such individual c/o Wilshire Enterprises, Inc., 921 Bergen Avenue,
Jersey City, New Jersey 07306. The Company has signed a lease and expects to
relocate its corporate offices in May 2005 to One Gateway Center, Newark, New
Jersey 07102. Shareholders should use the Newark address beginning in June
2005. Any such communication must state, in a conspicuous manner, that it is
intended for distribution to the entire Board of Directors. Under the
procedures established by the Board, upon the Chairman of the Board's receipt
of such communication, the Company's Secretary will send a copy of such
communication to each member of the Board, identifying it as a communication
received from a shareholder. Absent unusual circumstances, at the next
regularly scheduled meeting of the Board held more than two days after such
communication has been distributed, the Board will consider the substance of
any such communication.

Board members are encouraged, but not required by any specific Board policy,
to attend the Company's annual meeting of stockholders. All of the members of
the Board attended the Company's 2004 Annual Meeting of Stockholders.

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 Compensation Committee and Nominating 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.

Pursuant to the Company's 2004 Non-employee Director Stock Option Plan (the
"Outside Director Plan"), each of the Company's non-employee directors
received, on the date of the 2004 Annual Meeting, a stock option grant
covering 10,000 shares of Common Stock, at an exercise price equal to the fair
market value of the Common Stock on such date. Under the Outside Director
Plan, any new non-employee director will receive a grant of 10,000 options at
fair market value upon becoming a director. On each Annual Meeting date, each
non-employee director will be granted an option covering 5,000 shares of
Common Stock, at fair market value, so long as he or she continues to serve on
the Board on the Annual Meeting date.

PROPOSAL 1
ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THESE TWO DIRECTORS

Two directors, constituting the Class I Directors, are to be elected at the
2005 Annual Meeting for three-year terms expiring in 2008. There is no
cumulative voting. The Board's nominees for Class I Directors are Miles Berger
and Eric J. Schmertz, Esq.

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.

YEAR SHARES OF COMMON
BECAME STOCK BENEFICIALLY
DIRECTOR OWNED ON MARCH 20,
PRINCIPAL OCCUPATION OF THE 2005 AND PERCENTAGE
NAME CLASS AND AGE (a) COMPANY OF CLASS (b)
---------------------------------------------- ----- -------------------------------------- -------- -------------------

Miles Berger .................................. I Chairman of Berger Organization, 2002 1,000(c)
Real Estate Management (0.01%)
And Development Company,
Newark, NJ Age 52

Milton Donnenberg (d) ......................... II Formerly President, Milton Donnenberg 1981 18,962(e)
Assoc., Realty Management, (0.24%)
Carlstadt, NJ Age 82

S. Wilzig Izak ................................ II Chairman of the Board since 1987 178,298(f)
September 20, 1990; Chief Executive (2.25%)
Officer since May 1991; Executive Vice
President (1987-1990); prior thereto,
Senior Vice President Age 46

Eric J. Schmertz, Esq. ........................ I Of Counsel to the Dweck law firm; 1983 19,959(e)
Distinguished Professor Emeritus (0.25%)
and formerly Dean, Hofstra University
School of Law, Hempstead, NY Age 79

Ernest Wachtel ................................ lll President, Ellmax Corp., Builders and 1970 98,491(e)
Realty Investors, Elizabeth, NJ Age 80 (1.25%)

W. Martin Willschick .......................... lll Manager, Treasury Services, City of 1997 11,062(g)
Toronto, Canada Age 53 (0.14%)

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(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) The shares of the Company's Common Stock are owned directly and
beneficially, and the holders have sole voting and investment power, except
as otherwise noted.
(c) Includes 1,000 shares of stock that could be obtained by Miles Berger on
the exercise of options exercisable within 60 days of March 20, 2005.
(d) Mr. Donnenberg is Ms. Izak's uncle by marriage.
(e) For Mr. Schmertz, includes 5,150 shares of stock that could be obtained on
the exercise of options within 60 days of March 20, 2005. For
Mr. Donnenberg, includes 13,812 shares held in a trust of which
Mr. Donnenberg is trustee, and 5,150 shares of stock that could be obtained
by Mr. Donnenberg on the exercise of options exercisable within 60 days of
March 20, 2005. For Mr. Wachtel, includes 10,300 shares of stock that could
be obtained by Mr. Wachtel on the exercise of options exercisable within 60
days of March 20, 2005.

(f) Includes 20,000 shares of stock that could be obtained by S. Wilzig Izak on
the exercise of options exercisable within 60 days of March 20, 2005 and
26,000 shares that are subject to a restricted stock grant. See "Executive
Compensation-Summary of Cash and Certain Other Compensation."
(g) Includes 10,000 shares of stock that could be obtained by W. Martin
Willschick on the exercise of options exercisable within 60 days of
March 20, 2005. Mr. Willschick is Ms. Izak's first cousin.

At March 20, 2005, Daniel C. Pryor, the Company's President and COO,
beneficially owned 68,500 shares of Common Stock, including 10,800 shares as
custodian for his son and 18,400 shares that are subject to a restricted stock
grant. At March 20, 2005, all current directors and current executive officers
as a group (eight persons) beneficially owned equity securities as follows:

AMOUNT
BENEFICIALLY
TITLE OF CLASS OF CLASS OWNED PERCENT
----------------------- ------------ -------

Common Stock ......................................... 397,272 * 5.00%

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* Includes 51,600 shares subject to options exercisable within 60 days of
March 20, 2005.

In March, 2005, the Board of Directors created a new position of presiding
director, whose primary responsibility is to preside over periodic sessions of
the Board of Directors in which management directors do not participate. The
presiding director also advises the Chairman of the Board and Committee chairs
with respect to agendas and information needs relating to the Board and
Committee meetings, provides advice with respect to the selection of Committee
chairs and performs other duties that the Board may from time to time delegate
to assist the Board in the fulfillment of its responsibilities. The non-
management members of the Board of Directors have designated Eric J. Schmertz
to serve in this position. Shareholders and other parties interested in
communicating directly with the presiding director or with the non-management
directors as a group may do so by writing to Presiding Director, Wilshire
Enterprises, Inc., 921 Bergen Avenue, Jersey City, New Jersey 07306. The
Company has signed a lease and expects to relocate its corporate offices in
May 2005 to One Gateway Center, Newark, New Jersey 07102. Shareholders should
use the Newark address beginning in June 2005.

SECTION 16(a) REPORTING

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% stockholders to file with the Securities
and Exchange Commission certain reports regarding such persons' ownership of
the Company's securities. The Company is required to disclose any failures to
file such reports on a timely basis. The Company is not aware of any such
untimely filings during the fiscal year ended December 31, 2004, except that
Miles Berger (a director of the Company) reported late an option grant that
occurred on May 17, 2004, Seth Ugelow (an officer of the Company) reported
late a stock bonus that was granted on December 14, 2004 and Philip Kupperman
(a former officer of the Company) filed late an amendment to his Form 3,
reporting 250,000 options that he held on July 15, 2002. The filings were made
promptly after the failures to file were noted.

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth, for the years ended December 31, 2004, 2003
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 executive officers of the Company (the "Named
Officers"), for services rendered in all capacities during such period.

ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ------------------------
RESTRICTED SECURITIES
NAME AND CURRENT STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(a) OTHER(b) AWARDS(c) OPTIONS COMPENSATION(d)
- ------------------ ---- -------- -------- -------- ---------- ---------- ---------------

S. Wilzig Izak............................. 2004 $200,000 $338,000 -- $163,800 -- $ 3,000
Chairman and CEO 2003 175,000 100,000 -- -- -- 3,295
2002 145,000 -- -- -- 50,000 2,306

Daniel C. Pryor (e)........................ 2004 175,321 108,160 -- 115,920 -- --
President and COO

Philip G. Kupperman (f).................... 2004 134,615 225,000 -- -- -- 40,500
Consultant 2003 250,000 150,000 -- -- 50,000 4,475
2002 125,000 -- -- -- 250,000 35,393

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(a) The bonus amounts shown for Ms. Izak and Mr. Pryor for 2004 represent the
fair market value (based on the closing sale price on the AMEX on the grant
date) of shares of Common Stock (50,000 shares for Ms. Izak and 16,000
shares for Mr. Pryor) awarded for service in 2004 pursuant to Article 16 of
the Company's 2004 Stock Option and Incentive Plan. The number of shares of
each stock bonus is consistent with the recommendations provided by an
independent compensation consultant hired by the Company. The stock bonuses
were granted in January 2005.
(b) During the periods covered, the Named Officers did not receive perquisites
(i.e., personal benefits such as country club memberships or use of
automobiles or automobile allowances) in excess of the lesser of $50,000 or
10% of such individual's salary and bonus.
(c) The amounts shown for Ms. Izak and Mr. Pryor represent the fair market
value (based on the closing sale price on the AMEX on the grant date) of
restricted stock awards (26,000 shares for Ms. Izak and 18,400 shares for
Mr. Pryor) granted in January 2005 as long term incentives pursuant to
Article 13 of the Company's 2004 Stock Option and Incentive Plan. The
restricted stock awards vest in three equal annual installments beginning
one year after the date of grant so long as the executive has not
voluntarily terminated employment or been terminated for cause. The number
of shares of each stock bonus is consistent with the recommendations
provided by an independent compensation consultant hired by the Company.
(d) For 2004, the amount for Mr. Kupperman includes amounts paid to him as a
consultant, after his resignation as an officer of the Company. See
footnote (f) below. The 2004 amounts also include for Ms. Izak and
Mr. Kupperman the Company's contribution to each employee's Individual
Retirement Account.
(e) Mr. Pryor joined the Company as an employee on May 3, 2004.
(f) Mr. Kupperman resigned as an officer of the Company on June 30, 2004. Prior
to his resignation, he served as President, COO and CFO. Salary and bonus
for 2004 include amounts paid for services rendered through June 30, 2004.
See "Employment and Consulting Agreements" below. Mr. Kupperman had joined
the Company as an employee on July 1, 2002. All Other Compensation for 2002
includes $33,000 he received as a consultant prior to joining the Company.

STOCK OPTIONS

No stock options were granted to the Named Officers in 2004. The Named
Officers did not exercise any stock options in 2004. The following table
provides information with respect to the year-end value of unexercised options
for the Named Officers:

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY (a)
SHARES UNEXERCISED OPTIONS AT 12/ 31/04 OPTIONS AT 12/31/04
ACQUIRED VALUE -------------------------------- ---------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------

S. Wilzig Izak .................... -- -- 20,000 30,000 63,600 95,400
Daniel C. Pryor ................... -- -- -- -- -- --
Philip G. Kupperman(b) ............ -- -- 300,000 -- 944,500 --

- ---------------
(a) Values for "in-the-money" options represent the positive spread between the
exercise price of an existing option and $6.50, the closing sales price of
the Company's Common Stock on the AMEX on December 31, 2004. There is no
guarantee that if these options are exercised they will have this value.
(b) On April 19, 2005, at the Company's request, Mr. Kupperman agreed to
exercise his 300,000 stock options at the applicable exercise prices for a
total sum of $1,005,500 and then sell to the Company all the exercised
shares at a purchase price per share of $7.00 for an aggregate payment of
$2,100,000 or a net cash payment of $1,095,000 before withholding taxes.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about our Common Stock that may be
issued upon the exercise of options, warrants and rights under the Company's
1995 Stock Option and Incentive Plan, 1995 Non-employee Director Stock Option
Plan, 2004 Stock Option and Incentive Plan and 2004 Non-Employee Director
Stock Option Plan, as of December 31, 2004. These plans were the Company's
only equity compensation plans in existence as of December 31, 2004.

(C)
NUMBER OF SECURITIES
(A) REMAINING AVAILABLE FOR
NUMBER OF SECURITIES (B) FUTURE ISSUANCE UNDER
TO BE ISSUED UPON WEIGHTED-AVERAGE EQUITY COMPENSATION
EXERCISE OF EXERCISE PRICE OF PLANS (EXCLUDING
OUTSTANDING OPTIONS OUTSTANDING OPTIONS SECURITIES REFLECTED IN
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (a))
- ------------- ------------------- ------------------- -----------------------

Equity Compensation Plans
Approved by Stockholders................................ 457,460 $3.81 695,471

Equity Compensation Plans Not
Approved by Stockholders................................ -- -- --
------- -------
TOTAL.................................................... 457,460 $3.81 695,471
======= =======

EMPLOYMENT AND CONSULTING AGREEMENTS

On March 29, 2004, the Company provided S. Wilzig Izak, the Chairman of the
Board, with a severance agreement. The agreement provides that on termination
of her employment for any reason other than termination for Cause (as
defined), she will receive a payment equal to $200,000.

On April 24, 2004, the Company entered into an employment agreement with
Daniel C. Pryor, who initially served as Vice President-Business Development
until June 30, 2004 and, thereafter, as the President and Chief Operating
Officer. The term of Mr. Pryor's employment agreement is through June 30, 2006
(the "Expiration Date"), subject to a one year extension under certain
circumstances. Under the agreement, Mr. Pryor will receive an annual base
salary of $250,000 per year and is entitled to an annual bonus and stock
options as determined by the Board of Directors of the Company, or the
Committee that administers the

Company's stock option plan, as the case may be. 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. Pryor's base salary through
the Expiration Date. In addition, upon a Change in Control, Mr. Pryor may
elect to terminate his employment and receive a lump sum payment equal to
twice his then current annual salary, subject to certain limitations. The
agreement prohibits Mr. Pryor from competing with the Company for a period of
two years from the Expiration Date and contains certain restrictions on
soliciting customers and employees of the Company for the same period.

Upon his resignation as an officer of the Company on June 30, 2004,
Mr. Kupperman entered into a three year consulting agreement with the Company,
which was to expire on June 30, 2007. On April 19, 2005, Wilshire reached a
mutual agreement with Philip G. Kupperman to terminate his agreement as a
consultant to the Company. The Company agreed to provide him with a final lump
sum payment in the amount of $40,625, and Mr. Kupperman agreed to forego an
additional $75,000 of consulting fees due to him pursuant to the terms of his
consulting arrangement.

PERFORMANCE GRAPH

The following graph compares the cumulative total return on a hypothetical
$100 investment made on December 31, 1999 in (i) the Company's Common Stock,
(ii) the Standard and Poor's 500 Index, (iii) the Dow Jones Oil-Secondary
Index and (iv) The Russell 3000 Index. The Company has historically included
the Dow Jones Oil-Secondary Index because the Company operated an oil and gas
business until it was sold in the second quarter of 2004. The Company does not
intend to use this index in the future, since it is no longer in the oil and
gas business. Under the SEC's proxy rules, the Company is required to provide
another index and may select an index comprised of issuers with a similar
market capitalization. Based on the Company's market capitalization, the
Company has selected The Russell 3000 Index. The Russell 3000 Index is a broad
based index of U.S. issuers representing approximately 98% of the U.S. market.
The comparison assumes that all dividends are reinvested. (Note: For the five-
year period illustrated below, the performances of The Russell 3000 and the
S&P 500 indices are very similar and their respective line graphs are
difficult to distinguish.)
[GRAPHIC OMITTED]

[LINE CHART]

1999 2000 2001 2002 2003 2004
------ ------ ------ ------ ------ ------

Wilshire Enterprises .......................... 100.00 93.33 83.20 92.27 162.67 173.33
RUSSELL 3000 INDEX ............................ 100.00 91.47 79.91 61.68 79.41 87.41
S&P Composite ................................. 100.00 90.89 80.09 62.39 80.29 89.02
Dow Jones Oil -- Secondary .................... 100.00 128.62 124.41 129.07 238.89 338.91

COMPENSATION COMMITTEE REPORT

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 Compensation Committee of the Board of Directors (the "Committee") is
composed of independent, non-employee directors. The Committee's primary
responsibility is to assist the Board in discharging its responsibilities for
compensating the Company's executives.

The goals of the Committee'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 Committee believes that its
compensation policies achieve these goals.

In 2004, the Compensation Committee appointed an independent consultant to
provide a report discussing compensation for the management of the Company,
including salary, annual performance bonus for 2004 and incentive bonus (the
"Report"). In regards to salary, the Report recommended that the Chief
Executive Officer's salary be increased to an amount within the range of
$215,000 - $320,000 with a midpoint of $266,000. Subsequent to this
recommendation, Ms. Izak requested that the Compensation Committee not change
her current salary compensation. Accordingly, the Company maintained the Chief
Executive Officer's salary in 2004 at $200,000. The Company paid the President
and Chief Operating Officer $250,000 on an annualized basis in accordance with
his employment contract.

Based on the Report, and considering the successful execution of a major
strategic objective under the Chief Executive Officer's leadership (the
divestiture of the Company's oil and gas business), the Compensation Committee
recommended Ms. Izak receive a bonus of 50,000 Unrestricted Shares pursuant to
Article 16 of the Company's 2004 Stock Option and Incentive Plan (the "Plan")
(such Unrestricted Shares valued at $250,000 as of July 1, 2004). The
Compensation Committee also recommended that Mr. Pryor receive a bonus, for
his eight months of service to the Company in 2004, of 16,000 Unrestricted
Shares pursuant to Article 16 of the Plan.

Also based on the Report, the Compensation Committee granted Ms. Izak and
Mr. Pryor 26,000 and 18,400 Restricted Shares, respectively, pursuant to
Article 13 of the Plan, as a long term incentive, such Restricted Shares to
vest in three equal annual installments beginning one year after the date of
grant of such Restricted Shares so long as Ms. Izak and Mr. Pryor have not
voluntarily terminated employment with the Company or been terminated for
cause at the respective vesting dates, all in accordance with the Plan.

The Plan also permits the grant of stock options to executives, although no
options were granted to the Named Officers in 2004.

The Committee seeks to reflect a balance between providing rewards to
executives while at the same time effectively controlling costs.

This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement by reference to any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act
of 1934, as amended, and shall not be deemed filed under either of such acts
except to the extent that the Company specifically incorporates this
information by reference.

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

Eric J. Schmertz, Chairman
Miles Berger
Ernest Wachtel

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION; OTHER
TRANSACTIONS

The Compensation Committee currently consists of Messrs. Wachtel, Berger and
Schmertz. None of these individuals are or were at any time officers or
employees of the Company. No executive officer of the Company has served as a
director or member of the compensation committee of any other entity, one of
whose executive officers served as a member of the Compensation Committee of
the Company. No interlocking relationship exists between our Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company.

In December 2004, a limited liability company purchased land from the
Company for a purchase price of $3,950,000. The contract of sale was entered
into in 2000. The mother of the Company's Chairman of the Board became a
member of this limited liability company in 2004.

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
2004 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, 2004, for filing with the Securities and Exchange
Commission.

This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement by reference to any filing under
the Securities Act of 1933, as amended, or under the Securities Act of 1934,
as amended, and shall not be deemed filed under either of such acts except to
the extent that the Company specifically incorporates this information by
reference.

Respectfully submitted on 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

On July 5, 2004, the Audit Committee of the Board of Directors authorized
the engagement of J.H. Cohn LLP as the Company's new Independent Registered
Public Accounting Firm for the fiscal year ended December 31, 2004. During the
fiscal years ended December 31, 2003 and 2002 and the subsequent interim
period through July 5, 2004, J.H. Cohn LLP was not engaged as an Independent
Registered Public Accounting Firm to audit the financial statements of the
Company, nor was it consulted regarding the application of accounting
principles to any specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's financial
statements, or any matter that was the subject of a disagreement or reportable
event.

In connection with the appointment of J.H. Cohn, the Company terminated its
relationship with Ernst & Young LLP ("E&Y"). E&Y had informed the Company and
its Audit Committee that it would decline to stand for re-election as the
Company's independent auditors for the fiscal year ended December 31, 2004 due
to the economics of the engagement.

E&Y's reports on the Company's consolidated financial statements for each of
the years ended December 31, 2003 and 2002 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 years ended December 31, 2003 and 2002 and through the date of
their termination, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement

disclosure, or auditing scope or procedure which if not resolved to E&Y'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. There were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K, except that a material weakness in internal
controls was identified in connection with the Company's 2003 audit relating
to its oil and gas business, which was addressed prior to finalizing the year
end audit and had no effect on any previously filed financial statements. The
Company's oil and gas business has been sold.

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and
the Audit Committee's charter, all audit and audit-related work and all non-
audit work performed by the Company's independent accountants is approved in
advance by the Audit Committee, including the proposed fees for such work. The
Audit Committee is informed of each service actually rendered.

Audit Fees

The aggregate fees incurred by the Company for the fiscal years ended
December 31, 2004 and 2003 for professional services rendered by E&Y in
connection with (i) the audit of the Company's annual financial statements and
(ii) the review of the financial statements included in the Company's
Quarterly Reports on Form 10-Q were $13,000 and $115,000 respectively. The
aggregate fees incurred by the Company for the fiscal year ended December 31,
2004 for professional services rendered by J.H. Cohn in connection with (i) the
audit of the Company's annual financial statements and (ii) the review of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
were $78,000.

Audit-Related Fees

The Company did not incur any fees for the fiscal years ended December 31,
2004 and 2003 for assurance and related services by E&Y or J.H. Cohn in
connection with the performance of the audit or review of the Company's
financial statements.

Tax Fees

The Company did not incur any fees for the fiscal year ended December 31,
2004 and 2003 for professional services rendered by E&Y or J.H. Cohn for tax
compliance, tax advice or tax planning.

All Other Fees

The Company did not incur any other fees for the fiscal years ended
December 31, 2004 and 2003 for services rendered by E&Y or J.H. Cohn, except
for $5,000 paid to E&Y in 2004 for their review of the Company's filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
and $8,000 paid to J.H. Cohn in 2004 for consulting services involving the
Company's electronic internet-based file room.

Of the time expended by the Company's principal accountants to audit the
Company's financial statements for the year ended December 31, 2004, less than
50% of such time involved work performed by persons other than the principal
accountant's full-time, permanent employees.

Other Matters

The Audit Committee of the Board of Directors has considered whether the
provision of the Audit-Related Fees, Tax Fees and All Other Fees are
compatible with maintaining the independence of the Company's principal
accountant.

Applicable law and regulations provide an exemption that permits certain
services to be provided by the Company's outside auditors even if they are not
pre-approved by the Audit Committee. The Company has not relied on this
exemption since the Sarbanes Oxley Act was enacted.

STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

STOCKHOLDER PROPOSALS FOR INCLUSION IN 2006 PROXY STATEMENT

If any stockholder intends to present a proposal for consideration at the
2006 Annual Meeting of Stockholders, such proposal must be received by the
Company not later than January 12, 2006 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 REQUIREMENTS FOR STOCKHOLDER PROPOSALS FOR PRESENTATION AT THE 2006
ANNUAL MEETING

According to the by-laws of the Company, notice of any proposal to be
presented by any stockholder 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 or 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.
The chairperson of the meeting will determine whether sufficient notice has
been given; in the absence of such notice, a stockholder proposal will not be
considered.

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 2006
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.

Code of Ethics

The Company has adopted a Code of Ethics that applies to its principal
executive officer, principal financial officer, principal accounting
officer or controller and persons performing similar functions. A copy of
the Code of Ethics is available on the Company's website (http://
www.wilshireenterprisesinc.com) under the caption "Corporate Policies."

INDEPENDENT ACCOUNTANTS

J.H. Cohn LLP has served as the Company's Independent Registered Public
Accounting Firm since the quarter ended June 30, 2004. A representative of
J.H. Cohn is 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 Audit Committee has selected J.H. Cohn LLP as its
independent auditors for 2005.

We hope that you will attend the Annual Meeting, 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/ S. Wilzig Izak

S. WILZIG IZAK
Chairman of the Board

Dated: May 12, 2005

A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2004,
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, 2004. REQUESTS FOR COPIES OF THE
FORM 10-K SHOULD BE SENT TO: WILSHIRE ENTERPRISES, INC., SHAREHOLDER RELATIONS
DEPARTMENT, 921 BERGEN AVENUE, JERSEY CITY, NEW JERSEY 07306. THE COMPANY HAS
SIGNED A LEASE AND EXPECTS TO RELOCATE ITS CORPORATE OFFICES IN MAY 2005 TO
ONE GATEWAY CENTER, NEWARK, NEW JERSEY 07102. SHAREHOLDERS SHOULD USE THE
NEWARK ADDRESS BEGINNING IN JUNE 2005.

-----------------------------------------------------
VOTE BY INTERNET OR TELEPHONE

QUICK *** EASY *** IMMEDIATE
-----------------------------------------------------

WILSHIRE ENTERPRISES, INC.

|_| 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 web site. 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 below, detach it and return it in the
postage-paid envelope provided.

TO VOTE YOUR PROXY BY PHONE
- ---------------------------
1-866-894-0537

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 CARD BELOW IF VOTED
--------------------------------------------
ELECTRONICALLY
--------------

\/ FOLD AND DETACH HERE AND READ THE REVERSE SIDE \/
- -------------------------------------------------------------------------------

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN BELOW; NO BOXES NEED TO BE CHECKED. Please mark
------------------------------------------------------------------- your votes
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1. like this |X|
-------------------------------------------------------------------

WITHHOLD
(1) Nominees for Class I Director: FOR AUTHORITY (2) Upon all such other matters as may properly come
01 Miles Berger and 02 Eric J. Schmertz ------- ------- before the meeting and/or any adjournments thereof,
To withhold authority to vote for any individual | | | | as the proxies in their discretion may determine.
nominee, write that nominee's name in the | | | | The Board of Directors is not aware of any
space below. ------- ------- such matter.

Any proxies heretofore given for the annual meeting
_______________________________________________ are hereby revoked.

- -----------------------------------------------------
| | YES NO
| | ----- -----
| | I PLAN TO ATTEND THE MEETING | | | |
| | | | | |
| | | | | |
- ----------------------------------------------------- ----- -----
COMPANY ID:
IMPORTANT: PLEASE CHECK THE BOXES ABOVE, DATE AND SIGN BELOW AND
PROMPTLY RETURN IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. PROXY NUMBER:

ACCOUNT NUMBER:

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)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.

\/ FOLD AND DETACH HERE \/
- -------------------------------------------------------------------------------

WILSHIRE ENTERPRISES, INC.

PROXY -- COMMON STOCK

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS, JUNE 16, 2005

The undersigned appoints S. Wilzig Izak and Seth H. Ugelow, 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 Stockholders to be
held on June 16, 2005, 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.

ADDRESS CHANGE

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

(Continued on reverse side)