<PAGE>                                     
                               July 3, 1995
                                     
                                     

Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


            Re:   Wilshire Oil  Company of Texas

Dear Ladies and Gentlemen:

       On  behalf  of Wilshire Oil Company of Texas, I am filing  pursuant  to
EDGAR  the  enclosed  registration statement  on  Form  S-8  with  respect  to
600,000  shares  of  the  registrant's  Common  Stock.   The  registrant   has
advised   me   that  the  filing  fee  has  been  wired-transferred   to   the
Commission's lockbox.

       Paper  copies  of  the above-mentioned registration statement  will  be
submitted to the New York Stock Exchange today.

                                    Very truly yours,
                                    
                                    
                                    
                                    Peter H. Ehrenberg

PHE:haw
Enclosures
cc:   Mr. Steven Gelman
      Mr. Daniel Kaplan
                                     
</PAGE>

   As filed with the Securities and Exchange  Commission on July 3, 1995
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 Form S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                       WILSHIRE OIL COMPANY OF TEXAS
          (Exact name of registrant as specified in its charter)
                                     
          Delaware                                         84-0513668
   (State or other jurisdiction of                      (I.R. S. Employer)
   incorporation or organization)                        Identification No.)
   
   921 Bergen Avenue, Jersey City, New Jersey                  07306
   (Address of Principal Executive Offices)                  (Zip Code)

    WILSHIRE OIL COMPANY OF TEXAS 1995 STOCK OPTION AND INCENTIVE PLAN
WILSHIRE OIL COMPANY OF TEXAS 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                         (Full title of the plans)
                                     
                            Sherry Wilzig Izak
                       Wilshire Oil Company of Texas
                             921 Bergen Avenue
                       Jersey City, New Jersey 07306
                               201-420-2796
         (Name, address and telephone number, including area code,
                           of agent for service)
                                     
                              with a copy to:
                         Peter H. Ehrenberg, Esq.
             Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                           65 Livingston Avenue
                        Roseland, New Jersey 07068
                                     
                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                                    Proposed      Proposed
Title of                            maximum       maximum
securities                          offering      aggregate    Amount of
to be            Amount to be       price per     offering     registration
registered       registered         unit (1)      price        fee
___________________________________________________________________________
Common Stock,
$1.00 par value  600,000 shares(2)  $6.0625       $3,637,500   $1,255
___________________________________________________________________________
   
(1) Pursuant  to Rule 457, the proposed maximum offering price  per
    share  is estimated solely for the purpose of computing the amount
    of  the  registration fee and is based on the average of the  high
    and low sales price of the Common Stock of the registrant reported
    on the New York Stock Exchange on June 28, 1995.

(2) Plus such indeterminate number of additional shares as shall
    become issuable pursuant to the anti-dilution provisions of the
    above-mentioned Plans.
__________________________________________________________________________

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The following documents, filed by Wilshire Oil Company of Texas (the
"Company")  with  the Securities and Exchange Commission (the  "SEC"),  are
hereby incorporated by reference:

       (a)   the  Company's Annual Report on Form 10-K for the  year  ended
December 31, 1994;

       (b)   the  Company's Quarterly Report on Form 10-Q for  the  quarter
ended March 31, 1995; and

      (c)  the description of the Common Stock of the  Company contained in
the Company's most recent Form 8-A.

       All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the   filing  of  a  post-effective  amendment  which  indicates  that  all
securities offered have been sold or which deregisters all securities  then
remaining unsold, shall be deemed to be incorporated by reference  in  this
registration statement and to be a part hereof from the date of  filing  of
such   documents.   Any  statement  contained  herein  or  in  a   document
incorporated  or  deemed to be incorporated by reference  herein  shall  be
deemed  to  be  modified or superseded for purposes  of  this  registration
statement to the extent that such statement is modified or superseded by  a
subsequently  filed document which also is or is deemed to be  incorporated
by  reference  herein.  Any such statement so modified or superseded  shall
not be deemed to constitute a part of this registration statement except as
so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.
      
Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
      
Item 6.  Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law contains detailed
provisions  for  indemnification  of directors  and  officers  of  Delaware
corporations against expenses, judgments, fines and settlements in 
connection with litigation.
      
        The   Company's   Certificate   of   Incorporation   provides   for
indemnification  of its directors and officers against certain  liabilities
to  the  fullest  extent  permitted by law.  The Company's  Certificate  of
Incorporation  also  eliminates the liability  of  directors  for  monetary
damages in certain instances.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         4.1   Registrant's Certificate of Incorporation is  incorporated  by
reference  to Exhibit 3.1 of the Company's Annual Report on Form  10-K  for
the year ended December 31, 1992.

      5.1  Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

      23.1  Consent of Independent Accountants (Arthur Andersen LLP)

      24.1  Power of Attorney

Item 9.  Undertakings.

       The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1993;
           
            (ii)   To reflect in the prospectus any facts or events arising
                   after  the effective date of the registration statement 
                   (or the  most  recent  post-effective amendment thereof)
                   which, individually  or in the aggregate, represent  a  
                   fundamental change  in  the  information set forth in  
                   the registration statement; and
           
            (iii)  To include any material information with respect to the
                   plan  of  distribution  not  previously  disclosed  in 
                   the registration  statement  or  any  material  change  
                   to such information in the registration statement;
           
             Provided, however, that Paragraphs (1)(i) and (1)(ii)  do  not
apply if the registration statement is on Form S-3 or Form  S-8  and  the
information required to be included in a post-effective amendment by  those
paragraphs is contained in periodic reports  filed  by  the  registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

             (2)   That, for the purpose of determining any liability under
the  Securities Act of 1933, each such post-effective amendment  shall  be
deemed  to  be a new registration statement relating  to  the  securities
offered therein, and the offering of such securities at that time shall  be
deemed to be the initial bona fide offering thereof.

             (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

             The  undersigned registrant undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  registrant's annual report pursuant to Section 13(a) or Section  15(d)
of  the Securities Exchange Act of 1934 (and, where applicable, each filing
of  an  employee benefit plan's annual report pursuant to Section 15(d)  of
the  Securities Exchange Act of 1934) that is incorporated by reference  in
the  registration  statement  shall be deemed  to  be  a  new  registration
statement  relating to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

             Insofar  as indemnification for liabilities arising under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  or
controlling   persons  of  the   registrant  pursuant  to   the   foregoing
provisions,  or  otherwise, the registrant has been  advised  that  in  the
opinion  of the Securities and Exchange Commission such indemnification  is
against  public policy as expressed in the Securities Act of 1933  and  is,
therefore,  unenforceable.  In the event that a claim  for  indemnification
against  such  liabilities (other than the payment  by  the  registrant  of
expenses  incurred or paid by a director, officer or controlling person  of
the registrant in the successful defense of any action, suit or proceeding)
is  asserted by such director, officer or controlling person in  connection
with  the securities being registered, the registrant will, unless  in  the
opinion  of  its  counsel  that  matter has  been  settled  by  controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the  Securities Act of 1933 and will be governed by the final  adjudication
of such issue.

                                SIGNATURES
                                     
       Pursuant  to  the requirements of the Securities Act  of  1933,  the
Registrant  certifies that it has reasonable grounds  to  believe  that  it
meets  all  of the requirements for filing on Form S-8 and has duly  caused
this  Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jersey City, State of New Jersey,
on the 30th day of June, 1995.

                                    WILSHIRE OIL COMPANY OF TEXAS
                                    
                                    
                                    By:/s/Sherry Wilzig Izak
                                       Sherry Wilzig Izak
                                       Chairman of the Board
                                       
       Pursuant  to  the requirements of the Securities Act of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the capacities and on the dates indicated.

Signatures Title Date

/s/Sherry Wilzig Izak
Sherry Wilzig Izak      Chairman of the Board (Chief Executive
                        Officer and Chief Financial Officer)   June 30, 1995

____________________
Ira F. Braun            Director                               June 30, 1995

/s/Milton Donnenberg*
Milton Donnenberg       Director                               June 30, 1995

/s/Sam Halpern*
Sam Halpern             Director                               June 30, 1995

/s/Eric J. Schmertz*
Eric J. Schmertz        Director                               June 30, 1995

/s/Joseph K. Schwartz*
Joseph K. Schwartz      Director                               June 30, 1995

/s/William J. Schwartz*
William J. Schwartz     Director                               June 30, 1995

/s/Ernest Wachtel*
Ernest Wachtel          Director                               June 30, 1995

/s/Steven A. Gelman*
Steven A. Gelman        Controller                             June 30, 1995 


*By:  /s/Sherry Wilzig Izak
         Sherry Wilzig Izak
         Attorney in Fact


                               EXHIBIT INDEX


Exhibit No.                 Description Page No.

  4.1               Registrant's  Certificate  of  Incorporation 
                    (incorporated by reference)

  5.1               Opinion of Lowenstein, Sandler, Kohl, 
                    Fisher & Boylan, P.A.

  23.1              Consent of Independent Accountants 
                    (Arthur Andersen LLP)

  23.2              Consent of Lowenstein, Sandler, Kohl, 
                    Fisher & Boylan, P.C.  is included in 
                    Exhibit 5.1

  24.1              Power of Attorney


</PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13859}]
{"company-data": {"conformed-name": "WILSHIRE OIL CO OF TEXAS", "cik": "0000107454", "assigned-sic": "1311", "irs-number": "840513668", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60845", "film-number": "95551890"}, "business-address": {"street1": "921 BERGEN AVE", "city": "JERSEY CITY", "state": "NJ", "zip": "07306-4204", "phone": "2014202796"}, "mail-address": {"street1": "921 BERGEN AVENUE", "street2": "921 BERGEN AVENUE", "city": "JERSEY CITY", "state": "NJ", "zip": "07306"}}
July 3, 1995
                                     
                                     

Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

            Re:   Wilshire Oil  Company of Texas

Dear Ladies and Gentlemen:

       On  behalf  of Wilshire Oil Company of Texas, I am filing  pursuant  to
EDGAR  the  enclosed  registration statement  on  Form  S-8  with  respect  to
600,000  shares  of  the  registrant's  Common  Stock.   The  registrant   has
advised   me   that  the  filing  fee  has  been  wired-transferred   to   the
Commission's lockbox.

       Paper  copies  of  the above-mentioned registration statement  will  be
submitted to the New York Stock Exchange today.

                                    Very truly yours,
                                    
                                    
                                    
                                    Peter H. Ehrenberg

PHE:haw
Enclosures
cc:   Mr. Steven Gelman
      Mr. Daniel Kaplan
As filed with the Securities and Exchange  Commission on July 3, 1995
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 Form S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
                       WILSHIRE OIL COMPANY OF TEXAS
          (Exact name of registrant as specified in its charter)
                                     
          Delaware                                         84-0513668
   (State or other jurisdiction of                      (I.R. S. Employer)
   incorporation or organization)                        Identification No.)
   
   921 Bergen Avenue, Jersey City, New Jersey                  07306
   (Address of Principal Executive Offices)                  (Zip Code)

    WILSHIRE OIL COMPANY OF TEXAS 1995 STOCK OPTION AND INCENTIVE PLAN
WILSHIRE OIL COMPANY OF TEXAS 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                         (Full title of the plans)
                                     
                            Sherry Wilzig Izak
                       Wilshire Oil Company of Texas
                             921 Bergen Avenue
                       Jersey City, New Jersey 07306
                               201-420-2796
         (Name, address and telephone number, including area code,
                           of agent for service)
                                     
                              with a copy to:
                         Peter H. Ehrenberg, Esq.
             Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                           65 Livingston Avenue
                        Roseland, New Jersey 07068
                                     
                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                                    Proposed      Proposed
Title of                            maximum       maximum
securities                          offering      aggregate    Amount of
to be            Amount to be       price per     offering     registration
registered       registered         unit (1)      price        fee
___________________________________________________________________________
Common Stock,
$1.00 par value  600,000 shares(2)  $6.0625       $3,637,500   $1,255
___________________________________________________________________________
   
(1) Pursuant  to Rule 457, the proposed maximum offering price  per
    share  is estimated solely for the purpose of computing the amount
    of  the  registration fee and is based on the average of the  high
    and low sales price of the Common Stock of the registrant reported
    on the New York Stock Exchange on June 28, 1995.

(2) Plus such indeterminate number of additional shares as shall
    become issuable pursuant to the anti-dilution provisions of the
    above-mentioned Plans.
__________________________________________________________________________

PART II     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The following documents, filed by Wilshire Oil Company of Texas (the
"Company")  with  the Securities and Exchange Commission (the  "SEC"),  are
hereby incorporated by reference:

       (a)   the  Company's Annual Report on Form 10-K for the  year  ended
December 31, 1994;

       (b)   the  Company's Quarterly Report on Form 10-Q for  the  quarter
ended March 31, 1995; and

      (c)  the description of the Common Stock of the  Company contained in
the Company's most recent Form 8-A.

       All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the   filing  of  a  post-effective  amendment  which  indicates  that  all
securities offered have been sold or which deregisters all securities  then
remaining unsold, shall be deemed to be incorporated by reference  in  this
registration statement and to be a part hereof from the date of  filing  of
such   documents.   Any  statement  contained  herein  or  in  a   document
incorporated  or  deemed to be incorporated by reference  herein  shall  be
deemed  to  be  modified or superseded for purposes  of  this  registration
statement to the extent that such statement is modified or superseded by  a
subsequently  filed document which also is or is deemed to be  incorporated
by  reference  herein.  Any such statement so modified or superseded  shall
not be deemed to constitute a part of this registration statement except as
so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.
      
Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
      
Item 6.  Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law contains detailed
provisions  for  indemnification  of directors  and  officers  of  Delaware
corporations against expenses, judgments, fines and settlements in 
connection with litigation.
      
        The   Company's   Certificate   of   Incorporation   provides   for
indemnification  of its directors and officers against certain  liabilities
to  the  fullest  extent  permitted by law.  The Company's  Certificate  of
Incorporation  also  eliminates the liability  of  directors  for  monetary
damages in certain instances.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         4.1   Registrant's Certificate of Incorporation is  incorporated  by
reference  to Exhibit 3.1 of the Company's Annual Report on Form  10-K  for
the year ended December 31, 1992.

      5.1  Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

      23.1  Consent of Independent Accountants (Arthur Andersen LLP)

      24.1  Power of Attorney

Item 9.  Undertakings.

       The undersigned registrant hereby undertakes:

       (1)  To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1993;
           
            (ii)   To reflect in the prospectus any facts or events arising
                   after  the effective date of the registration statement 
                   (or the  most  recent  post-effective amendment thereof)
                   which, individually  or in the aggregate, represent  a  
                   fundamental change  in  the  information set forth in  
                   the registration statement; and
           
            (iii)  To include any material information with respect to the
                   plan  of  distribution  not  previously  disclosed  in 
                   the registration  statement  or  any  material  change  
                   to such information in the registration statement;
           
             Provided, however, that Paragraphs (1)(i) and (1)(ii)  do  not
apply if the registration statement is on Form S-3 or Form  S-8  and  the
information required to be included in a post-effective amendment by  those
paragraphs is contained in periodic reports  filed  by  the  registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

             (2)   That, for the purpose of determining any liability under
the  Securities Act of 1933, each such post-effective amendment  shall  be
deemed  to  be a new registration statement relating  to  the  securities
offered therein, and the offering of such securities at that time shall  be
deemed to be the initial bona fide offering thereof.

             (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

             The  undersigned registrant undertakes that, for  purposes  of
determining any liability under the Securities Act of 1933, each filing  of
the  registrant's annual report pursuant to Section 13(a) or Section  15(d)
of  the Securities Exchange Act of 1934 (and, where applicable, each filing
of  an  employee benefit plan's annual report pursuant to Section 15(d)  of
the  Securities Exchange Act of 1934) that is incorporated by reference  in
the  registration  statement  shall be deemed  to  be  a  new  registration
statement  relating to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be the initial  bona  fide
offering thereof.

             Insofar  as indemnification for liabilities arising under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  or
controlling   persons  of  the   registrant  pursuant  to   the   foregoing
provisions,  or  otherwise, the registrant has been  advised  that  in  the
opinion  of the Securities and Exchange Commission such indemnification  is
against  public policy as expressed in the Securities Act of 1933  and  is,
therefore,  unenforceable.  In the event that a claim  for  indemnification
against  such  liabilities (other than the payment  by  the  registrant  of
expenses  incurred or paid by a director, officer or controlling person  of
the registrant in the successful defense of any action, suit or proceeding)
is  asserted by such director, officer or controlling person in  connection
with  the securities being registered, the registrant will, unless  in  the
opinion  of  its  counsel  that  matter has  been  settled  by  controlling
precedent,  submit  to  a  court of appropriate jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the  Securities Act of 1933 and will be governed by the final  adjudication
of such issue.

                                SIGNATURES
                                     
       Pursuant  to  the requirements of the Securities Act  of  1933,  the
Registrant  certifies that it has reasonable grounds  to  believe  that  it
meets  all  of the requirements for filing on Form S-8 and has duly  caused
this  Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jersey City, State of New Jersey,
on the 30th day of June, 1995.

                                    WILSHIRE OIL COMPANY OF TEXAS
                                    
                                    
                                    By:/s/Sherry Wilzig Izak
                                       Sherry Wilzig Izak
                                       Chairman of the Board
                                       
       Pursuant  to  the requirements of the Securities Act of  1933,  this
Registration  Statement has been signed below by the following  persons  in
the capacities and on the dates indicated.

Signatures Title Date

/s/Sherry Wilzig Izak
Sherry Wilzig Izak      Chairman of the Board (Chief Executive
                        Officer and Chief Financial Officer)   June 30, 1995

____________________
Ira F. Braun            Director                               June 30, 1995

/s/Milton Donnenberg*
Milton Donnenberg       Director                               June 30, 1995

/s/Sam Halpern*
Sam Halpern             Director                               June 30, 1995

/s/Eric J. Schmertz*
Eric J. Schmertz        Director                               June 30, 1995

/s/Joseph K. Schwartz*
Joseph K. Schwartz      Director                               June 30, 1995

/s/William J. Schwartz*
William J. Schwartz     Director                               June 30, 1995

/s/Ernest Wachtel*
Ernest Wachtel          Director                               June 30, 1995

/s/Steven A. Gelman*
Steven A. Gelman        Controller                             June 30, 1995 

*By:  /s/Sherry Wilzig Izak
         Sherry Wilzig Izak
         Attorney in Fact

                               EXHIBIT INDEX

Exhibit No.                 Description Page No.

  4.1               Registrant's  Certificate  of  Incorporation 
                    (incorporated by reference)

  5.1               Opinion of Lowenstein, Sandler, Kohl, 
                    Fisher & Boylan, P.A.

  23.1              Consent of Independent Accountants 
                    (Arthur Andersen LLP)

  23.2              Consent of Lowenstein, Sandler, Kohl, 
                    Fisher & Boylan, P.C.  is included in 
                    Exhibit 5.1

  24.1              Power of Attorney