FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                       for the transition period from to 

                         Commission file number 1-12108

                              GULFWEST OIL COMPANY
             (Exact name of Registrant as specified in its charter)

               Texas                              87-0444770
     (State or other jurisdiction                (IRS Employer
      of incorporation)                          Identification No.)

           16800 Dallas Parkway
                Suite 250
              Dallas, Texas                            75248
     (Address of principle executive offices)        (zip code)

                                 (972) 250-4440
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                     NO                        YES  X  

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of the latest  practicable date, August 14, 1998, was 2,963,517 shares
of Class A Common Stock, $.001 par value.





<PAGE>
<TABLE>



                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                  JUNE 30, 1998
<CAPTION>


                                                                                                  Page of
                                                                                                 Form 10-Q
<S>                                                                                             <C>

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, June 30, 1998,
                   and December 31, 1997                                                             3
                  Consolidated Statements of Operations-for the three months
                    and six months ended June 30, 1998, and 1997                                     5
                  Consolidated Statements of Cash Flows-for the six
                    months ended June 30, 1998, and 1997                                             6
                  Notes to Consolidated Financial Statements                                         8

Item 2.           Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                                                    9

Part II:          Other Information                                                                 12

Signatures                                                                                          16
</TABLE>





















                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

<TABLE>

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)
<CAPTION>

 
                                                                                              June 30,         December 31,
                                                                                                1998               1997       
<S>                                                                                       <C>               <C>   

                                     ASSETS
Current Assets:
  Cash and Cash Equivalents                                                                $        -           $    626,519
  Accounts Receivable - Trade, Net of Allowance for Doubtful
     Accounts of -0- in 1998 and 1997                                                             588,290            855,383
  Prepaid Expenses                                                                                137,192             54,494

    Total Current Assets                                                                          725,482          1,536,396

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                            4,585              4,585
  Developed Properties                                                                         21,283,230         17,026,171

Other Property and Equipment                                                                    1,310,430          1,171,214

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                           (3,435,655)        (2,874,403)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                             19,162,590         15,327,567

Deposits on Developed Oil & Gas Properties                                                         18,744            225,892


    Total Assets                                                                            $  19,906,816       $ 17,089,855

</TABLE>





              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        3
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)
<CAPTION>

                                                                                              June 30,            December 31,
                                                                                                1998                 1997      

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                       <C>                <C>

Current Liabilities:
  Payable to Financial Institutions                                                         $      90,449      $        -
  Notes Payable                                                                                   300,000            350,000
  Notes Payable - Related Party                                                                   150,000            150,000
  Current Portion of Long-Term Debt                                                             9,741,716            311,233
  Current Portion of Long-Term Debt - Related Parties                                             245,000            350,000
  Accounts Payable - Trade                                                                      1,681,805          1,427,661
  Accrued Expenses                                                                                295,929            290,362

    Total Current Liabilities                                                                  12,504,899          2,879,256

Long-Term Debt, Net of Current Portion                                                          5,381,664         11,185,055
Long-Term Debt, Related Parties                                                                      -             1,000,000

    Total Long-Term Debt                                                                        5,381,664         12,185,055


Commitments and Contingencies                                                                        -                  -


Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 5,200 and 5,390 shares Issued and Outstanding
    in 1998 and 1997, respectively                                                                     52                 54
  Common Stock, Par Value at $.001, 20,000,000 Shares
    Authorized, 2,958,658 and 1,759,185  Shares Issued and Outstanding
    in 1998 and 1997, respectively                                                                  2,958              1,759
  Additional Paid-in Capital                                                                    9,319,270          7,583,236
  Retained Deficit                                                                             (7,149,553)        (5,407,031)
  Long-Term Accounts and Notes Receivable -
    Related Parties, Net of Allowance for Doubtful Accounts
    of $448,230 in 1998 and 1997                                                                 (152,474)          (152,474)

    Total Stockholders' Equity                                                                  2,020,253          2,025,544

    Total Liabilities and Stockholders'
      Equity                                                                                $  19,906,816      $  17,089,855
</TABLE>


                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                        4
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 1998 AND 1997
                                   (UNAUDITED)
<CAPTION>

                                                                    Three Months                            Six Months
                                                                   Ended June 30,                          Ended June 30,
                                                               1998               1997             1998                1997    
<S>                                                     <C>                <C>              <C>                <C>

Revenues:
  Oil and Gas Sales                                       $     474,874      $ 1,056,002      $  1,153,133       $ 2,210,623
  Well Servicing Revenues                                       180,000           46,786           307,522           119,841
  Operating Overhead and Other Income                            53,630           40,010            88,599           117,056

    Total Revenues                                              708,504        1,142,798         1,549,254         2,447,520

Costs and Expenses:
  Lease Operating Expenses                                      436,757          425,093           903,309           822,179
  Cost of Well Servicing Operations                             170,912           41,649           288,841            86,240
  Depreciation, Depletion and Amortization                      263,300          318,953           562,263           551,721
  General and Administrative                                    440,995          345,911           784,067           657,550
 
    Total Costs and Expenses                                  1,311,964        1,131,606         2,538,480         2,117,690

Income (Loss) From Operations                                  (603,460)          11,192          (989,226)          329,830

Other Income and Expense:
  Interest Income                                                 6,497              143             6,525               441
  Interest Expense                                             (390,639)        (250,143)         (702,132)         (483,057)
  Gain (Loss) on Sale of Fixed Assets                            (5,322)            -               (5,322)             -   

    Total Other Income and Expense                             (389,464)        (250,000)         (700,929)         (482,616)

Net Income (Loss) Before Taxes                                 (992,924)        (238,808)       (1,690,155)         (152,786)

Income Tax Provision                                               -                -                 -                 -   

Net (Loss)                                                     (992,924)        (238,808)       (1,690,155)         (152,786)

Preferred Stock Dividend Requirement                            (62,155)         (59,929)         (124,366)         (150,061)

Net (Loss) to Common Shareholders                         $  (1,055,079)    $   (298,737)    $  (1,814,521)      $  (302,847)

(Loss) Per Share and Common Stock
  Equivalents                                             $        (.58)    $       (.17)    $       (1.01)      $      (.18)

Weighted Average Number of Shares                             1,824,853        1,735,669         1,792,200          1,695,551
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                        5
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (UNAUDITED)

<CAPTION>

                                                                                                     1998              1997   
<S>                                                                                           <C>                <C> 

Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                              $ (1,690,155)     $  (152,786)

  Adjustments to Reconcile Net Income (Loss) to Net
     Cash Provided By (Used By) Operating Activities:
      Depreciation, Depletion, and Amortization                                                       562,263          551,721
      Common Stock Options and Warrants Issued
         and Charged to Operations                                                                     15,356           20,000
      (Increase) Decrease in Accounts Receivable - Trade, Net                                         267,093          (58,873)
      (Increase) Decrease in Prepaid Expenses                                                         (82,698)         (65,376)
      Increase (Decrease) in Accounts Payable                                                         565,644         (135,723)
      Increase (Decrease) in Accrued Expenses                                                         105,658           56,323

        Net Cash Provided By (Used By) Operating Activities                                          (256,839)         215,286

Cash Flows From Investing Activities:
  Purchase of Property and Equipment                                                               (1,253,035)      (1,352,593)
  (Increase) Decrease in Accounts and Notes and Receivable - Related Party                               -              90,292
  Payments Received on Loans to Related Parties                                                          -            (200,000)

        Net Cash Provided (Used) By Investing Activities                                           (1,253,035)      (1,462,301)

Cash Flows From Financing Activities:
 (Increase) in Notes Receivable                                                                          -            (100,000)
  Proceeds From Sale of Common Stock, Net                                                             148,872          155,251
  Proceeds From Sale of Preferred Stock, Net                                                             -             231,980
  Payments on Debt                                                                                 (8,836,799)        (985,372)
  Proceeds From Debt Issuance                                                                       9,526,785        2,184,368
  Dividends Paid                                                                                      (45,952)         (71,745)
 
        Net Cash Provided (Used) By Financing Activities                                              792,906        1,414,482

Increase (Decrease) in Cash and Cash Equivalents                                                     (716,968)         167,467

Cash and Cash Equivalents, Beginning of Period                                                        626,519           84,477

Cash and Cash Equivalents, End of Period                                                         $    (90,449)     $   251,944

Cash Interest Paid                                                                               $    606,431      $   205,167
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                        6
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (UNAUDITED)

<CAPTION>



                                                                                                      1998              1997     
<S>                                                                                            <C>               <C>  


Supplemental Schedule of Non Cash Investing and Financing Activities:
   Notes payable - Retired by Issuing Common Stock                                                $     50,000       $     -
   Current Portion of Long-Term Debt - Related Parties -
       Retired by Issuing Common Stock                                                                 105,000           25,000
   Accounts Payable - Retired by Issuing Common Stock                                                  311,500             -
   Accrued Expenses - Retired by Issuing Common Stock                                                  100,091             -
   Long-Term Debt - Related Parties - Retired by Issuing Common Stock                                1,000,000             -
   Oil and Gas Properties Acquired Through Issue of Debt                                             2,830,429             -
   Other Property and Equipment Acquired Through Issue of Debt                                         106,676          267,715

      Total Non Cash Investing and Financing Activities                                           $  4,503,696       $  292,715

</TABLE>


























                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                        7
<PAGE>

                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1998 AND 1997
                                   (UNAUDITED)

     1.   During interim periods,  GulfWest Oil Company ("the Company")  follows
          the  accounting  policies set forth in its Annual  Report on Form 10-K
          filed with the Securities and Exchange Commission.  Users of financial
          information  produced for interim  periods are  encouraged to refer to
          the footnotes  contained in the Annual Report when  reviewing  interim
          financial results.

     2.   The  accompanying  financial  statements  include  the Company and its
          wholly-owned  subsidiaries:  WestCo Oil Company ("WestCo"),  formed in
          1995;  VanCo Well  Service,  Inc.  ("VanCo"),  GulfWest  Texas Company
          ("GWT") and GulfWest  Permian  Company ("GWP") all formed in 1996; and
          DutchWest  Oil  Company  ("DutchWest")  formed in 1997.  All  material
          intercompany   transactions   and   balances   are   eliminated   upon
          consolidation.
 
     3.   In management's opinion, the accompanying interim financial statements
          contain all material adjustments,  consisting only of normal recurring
          adjustments  necessary to present fairly the financial condition,  the
          results of  operations,  and the  statements of cash flows of GulfWest
          Oil Company for the interim periods.


                                        8
<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview

     GulfWest Oil Company  ("GulfWest" or the  "Company") is an independent  oil
and gas company  primarily  engaged in the  acquisition of producing oil and gas
properties  with proved  reserves  which have the potential for increased  value
through continued  development and enhanced recovery  technology.  The Company's
objective is to significantly increase the production of such properties through
workovers of the wells, horizontal drilling from existing wellbores, development
drilling or other enhancement operations.

     Management's  acquisition  strategy is for the Company to be an  aggressive
consolidator of small,  under-capitalized  operators with undeveloped properties
and a  purchaser  of oil and gas  properties  that  may be  non-core  to  larger
independent and major oil and gas companies.


Results of Operations

Comparative results of operations for the periods indicated are discussed below.

Three Month Period Ended June 30, 1998 compared to Three Month Period Ended June
30, 1997.

Revenues

     Oil and gas sales for the second quarter decreased from 55% from $1,056,000
in 1997 to $474,900 in 1998,  primarily as a result of lower oil and natural gas
prices.  The average  prices  received for  production of oil decreased 37% from
$17.73 per Bbl for the three  months of 1997 to $11.26 per Bbl for the period in
1998.  Natural gas prices decreased 19% from an average of $2.17 per Mcf for the
three months of 1997 to $1.76 per Mcf for the period in 1998.  Oil sales volumes
were 36% less in 1998 compared to 1997 due primarily to management's decision to
curtail production of certain wells due to the low prices.

     Operations for third parties  produced well servicing  revenues of $180,000
less  expenses of $170,900 in 1998 compared to revenues of $46,800 less expenses
of $41,600 for the period in 1997.

     Revenues from operating overhead and other income increased from $40,000 in
1997 to $53,600 in 1998, due to the operation of additional oil properties which
were acquired during the year.

Costs and Expenses

     Lease  operating  expenses  increased  slightly  from  $425,100  in 1997 to
$437,000 in 1998,  due to the  acquisition of additional  properties  during the
year.

     Interest  expense for the second quarter of 1998 compared to 1997 increased
from $250,100 to $390,600 due to borrowing  costs related to the  acquisition of
additional oil properties and other debt incurred during the year to finance the
operations and development of the Company's properties.



                                        9
<PAGE>

Six-Month Period Ended June 30, 1998 compared to Six Month Period Ended
June 30, 1997.

Revenues

     Oil and gas sales  for the  period  decreased  from  $2,210,600  in 1997 to
$1,153,100  in 1998,  primarily  as a result  of lower oil and  natural  gas oil
prices.  The average  prices  received for  production of oil decreased 36% from
$19.21 per Bbl for the first six months of 1997 to $12.19 per Bbl for the period
in 1998 and for the  production  of natural gas decreased 15% from $2.39 per Mcf
for the first six  months of 1997 to $2.02 per Mcf for the  period in 1998.  Oil
sales  volumes  were  26%  less  in  1998  compared  to 1997  due  primarily  to
management's  decision  to curtail  production  of certain  wells due to the low
prices.

     Operations for third parties  produced well servicing  revenues of $307,500
less  expenses of  $288,800  for the period in 1998  compared  to $119,800  less
expenses of $86,200 for the period in 1997.  The profit margin  decrease was due
to increased labor costs and operating expenses.

     Revenues from operating  overhead and other income  decreased from $117,100
for the period in 1997 to $88,600 for the period in 1998,  however the  revenues
in 1997  included  a $37,500  gain on the sale of a lease and no such gains were
recorded for 1998.

Costs and Expenses

     Lease  operating  expenses  increased  from $822,200 in 1997 to $903,300 in
1998, due to the  acquisition of additional  properties and expenses  associated
with regulatory compliance.

     Interest expense increased from $483,100 for the period in 1997 to $702,100
for the period in 1998 due to  borrowing  costs  related to the  acquisition  of
additional  properties  and other debt  incurred  during the year to finance the
operations and development of the Company's properties.

Financial Condition and Capital Resources

     During the  fourth  quarter  of 1996,  the  Company  acquired  and  assumed
operations  for  additional oil properties in West Texas for a purchase price of
$10,654,000.  In connection with these  acquisitions,  the Company issued senior
debt  due  October  and  December,  1999 in the  original  principal  amount  of
$7,400,000.  On March  20,  1998,  the  Company  obtained  a loan from a banking
institution  for  $10,237,000,  which included  $7,432,000 for  refinancing  the
properties and  $2,805,000  for payment toward the  acquisition of certain other
oil properties with a purchase price of $2,976,000. The Company had also entered
into a purchase and sale agreement for the purchase of additional oil properties
in the same area (subject to various  conditions such as title curative  matters
and production quotas).  Management subsequently determined that it would not be
prudent to purchase the latter  properties  due to title  curative  problems and
production levels which did not support the purchase price.

     On November 18, 1997, the Company completed a private placement of $500,000
of debentures (the "Debentures").  The Debentures bear interest at a rate of 12%
payable  quarterly  and are  collateralized  by certain  assets of the  Company.
Effective June 30, 1998,  the holders of the Debentures  have the option for one
year to convert all or a part of the  outstanding  principal and any accrued and
unpaid  interest to GulfWest  Common Stock at a strike price of $1.30 per share.
At June 30, 1998, $50,000 of the Debentures had been converted to Common Stock.


                                       10
<PAGE>

     On  December  15,  1997,  the  Company  obtained a loan from Mr. J.  Virgil
Waggoner,  a  director  of the  Company,  in the amount of  $1,000,000  to drill
seventeen  developmental  wells in the  Vaughn  Field,  as part of its  expanded
waterflood  operations in that field. On June 29, 1998, Mr.  Waggoner  converted
the  outstanding  principal  amount of the note and unpaid  interest  to 643,329
shares of the Company's  Common Stock at a price of $1.625 per share, as part of
the Company's private placement discussed below.

     On  January  7,  1997,  the  Company  established  a  $2,000,000  revolving
line-of-credit  with  Southwest  Bank of Texas,  with part of the proceeds to be
used for payment of short-term notes incurred for  acquisitions  made during the
fourth quarter of 1996. The revolving  line-of-credit was subsequently increased
to $3,000,000  with the additional  funds to be used for  acquisitions,  further
enhancements  of the Company's West Texas  properties and working  capital.  The
line-of-credit  is  guaranteed  by Mr. J.  Virgil  Waggoner,  a director  of the
Company. The line-of-credit has a maturity date of April 10, 2000.

     On    March   3,    1998,    the    Company    established    a    $500,000
revolving-line-of-credit  with Compass  Bank of Dallas,  with the proceeds to be
used for equipment purchases and working capital for its subsidiary,  VanCo Well
Service,  Inc.  ("VanCo").  The  line-of-credit  is  guaranteed by Mr. J. Virgil
Waggoner, a director, and Mr. Marshall A. Smith, III, president of the Company.

     At a special meeting of the  shareholders of the Company on March 24, 1998,
the  shareholders  approved  the  offering,  sale and  issuance of shares of the
Company's Common Stock through a private  placement whereby gross proceeds of at
least  $500,000 and up to $5.5 million  would be raised.  At June 30, 1998,  the
Company  had  received  $190,000 in cash  proceeds  and  $1,490,741  through the
conversion  of debt to equity as a result of the sale and  issuance of 1,034,296
shares of Common Stock at $1.625 per share.

     Management has identified  seven (7) wells on its  Madisonville  properties
which  can be  re-entered  by using the  horizontal  drilling  technique  which,
according to independent engineering reports, has increased the Company's Proved
Reserves by an additional  400,000 barrels of oil equivalent  (BOE). The Company
intends to commence this horizontal  drilling program in September,  1998, using
part of the proceeds from a loan obtained from Mr. Waggoner on July 8, 1998.

     Management's  acquisition  strategy is for the Company to be an  aggressive
consolidator of small,  under-capitalized  operators with undeveloped properties
and a  purchaser  of oil and gas  properties  that  may be  non-core  to  larger
independent and major oil and gas companies.  Management  intends to continue to
seek  additional  sources of capital  which will enable the Company to carry out
this  strategy  while  continuing  to  develop  the oil and  gas  properties  it
currently owns.

     Although  management  believes the above business  strategy will ultimately
provide  the  Company  with the  means to  become  profitable,  there  can be no
assurance that the necessary funds will be available or that the strategy can be
effectively  accomplished.  Continued  unfavorable oil and/or gas prices and the
inability of the Company to raise the capital  necessary for its acquisition and
development programs could have a severe impact on the Company.

     Management  intends to continue to raise capital  through equity  offerings
which  will  allow the  Company  to remain in  compliance  with  Nasdaq  listing
requirements.

                                       11
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits -

    Number Description

     X2.1 Restructuring  Agreement Regarding Madisonville Prospect,  dated April
          18, 1995.

     X2.2 Unanimous   Consent  to  First  Amendment  to  Regulations  of  S.G.C.
          Transmission, L.L.C., dated July 17, 1995.

     X2.3 Security Agreement RE: Subsequently Acquired Interests, dated July 17,
          1995.

     &2.4 Purchase and Sale Agreement, with amendments,  between Pharaoh Oil and
          Gas, Inc, as Seller, and WestCo Producing Company, as Purchaser, dated
          June 12, 1996.

     &2.5 Addendum of Purchase and Sale  Agreement by and between Gary O. Bolen,
          Individually and d/b/a Badger Oil Company,  Pharaoh Oil and Gas, Inc.,
          and GulfWest Texas Company.

     &2.6 Assignment  of Purchase  and Sale  Agreement  by and  between  Gary O.
          Bolen, Individually and d/b/a Badger Oil Company, Pharaoh Oil and Gas,
          Inc., GulfWest Texas Company and WestCo Producing Company.

     &2.7 Assignment and Bill of Sale by and between Gary O. Bolen, Individually
          and d/b/a Badger Oil Company and Pharaoh Oil and Gas, Inc. as Assignor
          and GulfWest Texas Company as Assignee.

     @2.8 Purchase and Sale Agreement  between Pharaoh Oil and Gas, Inc., Taylor
          Link  Operating Co. and Gary O. Bolen,  Individually  and d/b/a Badger
          Oil Company (collectively, "Pharaoh"), as Seller, and WestCo Producing
          Company, as Purchaser, dated November 6, 1996.

     @2.9 Addendum of Purchase  and Sale  Agreement  between  Pharaoh and WestCo
          Producing Company, dated December 5, 1996.

     @.10Assignment  of Purchase  and Sale  Agreement  by and between  Pharaoh,
          GulfWest Permian Company and WestCo Producing Company,  dated December
          5, 1996.




                                       12
<PAGE>

     @2.11Form  of  Assignment  and  Bill  of Sale  by and  between  Pharaoh  as
          Assignor and GulfWest Permian Company as Assignee.

     *3.1 Articles of Incorporation of the Registrant and Amendments thereto.

     *3.2 Bylaws of the Registrant.

     &3.3 Statement of Resolution  Establishing  and  Designating  the Company's
          Class AA Preferred  Stock,  filed with the Secretary of State of Texas
          as  an  amendment  to  the  Company's  Articles  of  Incorporation  on
          September 23, 1996.

     &3.4 Statement of Resolution  Establishing  and  Designating  the Company's
          Class AAA Preferred Stock,  filed with the Secretary of State of Texas
          as  an  amendment  to  the  Company's  Articles  of  Incorporation  on
          September 23, 1996.

     ^4.1 Form of Note Purchase and Sale  Agreement  for the Company's  1995
          Series A 9.5% Subordinated Notes, undated.

     ^4.2 Subscription  and  Registration  Rights  Agreement for the Purchase of
          Preferred  Stock  Between the Company and Eco2,  Inc.  dated March 13,
          1996.

     &4.3 Term  note in the  amount  of  $1,500,000.00  payable  to the order of
          Pharaoh  Oil and  Gas,  Inc.  and to be  executed  by  GulfWest  Texas
          Company.

     @4.4 Term  note in the  amount  of  $5,900,000.00  payable  to the order of
          Pharaoh Oil and Gas,  Inc. and executed by GulfWest  Permian  Company,
          dated December 5, 1996.

     @4.5 Term  note in the  amount  of  $1,604,000.00  payable  to the order of
          Pharaoh Oil and Gas,  Inc. and executed by GulfWest  Permian  Company,
          dated December 5, 1996.

     +10.2GulfWest Oil Company 1994 Stock Option Plan,  approved by the Board of
          Directors on February 11, 1994.

     +10.3Form of Nonqualified  Stock Option Agreement,  dated February 11, 1994
          between the Company and certain  officers,  directors  and advisors of
          the Company.

     #10.4Letter  Agreement  between  the  Company  and  Madisonville   Project,
          Limited, dated December 28, 1993 and amendment dated March 28, 1994.

     #10.5Investment Letter Subscription  Agreement of the Madisonville Project,
          Limited, executed by the Company on July 31, 1994.


                                       13
<PAGE>

     #10.6The Madisonville  Project,  Limited Agreement of Limited  Partnership,
          dated July 31, 1994.

     +10.7Warrant  Agreement  between the Company and Jackson & Walker,  L.L.P.,
          dated December 21, 1994.

     ^10.8Stock Option  Agreement  between the Company and John E. Loehr,  dated
          May 11, 1995.

     ^10.9Stock Option Agreement  between the Company and Marshall A. Smith III,
          dated May 11, 1995.

     ^10.10 Employment  Agreement  between the Company and Marshall A Smith III,
          dated July 1, 1995.

     ^10.11 Employment  Agreement  between the Company and Jim C. Bigham,  dated
          July 1, 1995.

     ~16  Letter from Arthur Andersen,  L.L.P., dated December 28, 1995 agreeing
          with the statements contained in Item 4 of the Form 8-KA report.

     ?20.1 Letter to Shareholders dated August 12, 1996.

     25   Power of Attorney (included on signature page of this Annual Report).

     %27.1 Financial Data Schedule.

_______________

@    Previously filed with the Company's Form 8-K, Current Report dated December
     5, 1996, filed with the Commission on December 17, 1996.

&    Previously  filed with the Company's Form 8-K, Current Report dated October
     10, 1996, filed with the Commission on October 25, 1996.

?    Previously  filed with the Company's  Quarterly Report on Form 10-Q for the
     period ended June 30, 1996, filed with the Commission on August 14, 1996.

^    Previously filed with the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995, filed with the Commission on April 12, 1996.

~    Previously  filed with the  Company's  Form  8-K/A,  Current  Report  dated
     December 12, 1995, filed with the Commission on December 29, 1995.

X    Previously filed with the Company's Form 8-K, Current Report dated July 17,
     1995, filed with the Commission on July 31, 1995.

+    Previously filed with the Company's Annual Report on Form 10-K for the year
     ended December 31, 1994, filed with the Commission on April 14, 1995.

Z    Previously  filed with the Company's  Quarterly Report on Form 10-Q for the
     period ended June 30, 1994, filed with the Commission on August 14, 1994.

*    Previously  filed with the Company's  Registration  Statement (on Form S-1,
     Reg. No. 33-53526), filed with the Commission on October 21, 1992.

%    Filed herewith.


                                       14
<PAGE>

         (b)      Form 8-K -

                  None

                                       15
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Securities  Exchange Act of 1934, the registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.


                                              GULFWEST OIL COMPANY
                                              (Registrant)


Date: August 14, 1998                          By: /s/ Jim C. Bigham           
                                                  Jim C. Bigham
                                                  Executive Vice President
                                                  and Secretary


Date: August 14, 1998                          By: /s/ Richard L. Creel        
                                                   Richard L. Creel
                                                   Vice President of Finance



                                       16

<PAGE>