FORM 10-Q/A

                                  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 September 30, 2004

                                       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 ENERGY INC.
                              --------------------
             (Exact name of Registrant as specified in its charter)



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


               480 North Sam Houston Parkway East
                           Suite 300
                        Houston, Texas                     77060
         ----------------------------------------       ----------
         (Address of principal executive offices)       (zip code)



                                 (281) 820-1919
                                 ---------------
              (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.

                                YES __X__    NO ____

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock,  as of the latest  practicable  date,  November 10, 2004,  was 18,593,969
shares of Class A Common Stock, $.001 par value.


<PAGE>



                                EXPLANATORY NOTE

         This  Quarterly  Report on Form 10-Q/A is intended to amend and restate
in its entirety the Company's Quarterly Report on Form 10-Q for the period ended
September  30, 2004,  which was filed on November 12, 2004 (the  "Original  Form
10-Q"), to ensure that the information contained in the report is true, accurate
and  complete as of the date of the filing of this Amended  Quarterly  Report on
Form 10-Q/A, February 25, 2004.  Accordingly,  pursuant to rule 12b-15 under the
Securities  Exchange  Act of 1934,  as amended,  this Form 10-Q/A  contains  the
complete  text of items 1, 2, 4 and 6 of Part I and items 4 and 6 of Part II, as
amended,  as well as certain  currently dated  certifications.  Unaffected items
have not been repeated in this Amendment No. 1.

         In February 2004, we determined  that 281,000  options we issued should
have been classified as variable options rather than intrinsic value options. As
a result, we accrued $70,250 in additional  compensation expense. This amendment
reflects the results of the classification in the financial statements and notes
thereto. The net effect of these revisions was to decrease total liabilities and
stockholders'  equity at, or for the quarter ended September 30, 2004 by $70,250
and $70,250, respectively. Such revisions had minimal impact on our consolidated
statements  of  income,   cash  flows,   comprehensive   income  or  changes  in
stockholders' equity.

         All other  information in the report  remains as previously  filed with
the  Commission  in the Company's  Quarterly  Report on Form 10-Q for the period
ended September 30, 2004 and is incorporated by reference herein.

         This amendment does not reflect  events  occurring  after the filing of
the Original Form 10-Q, and does not modify or update the disclosures therein in
any way other than as required to reflect the amendments as described  above and
set forth below.



<PAGE>

                              GULFWEST ENERGY INC.
                        FORM 10-Q/A FOR THE QUARTER ENDED
                               SEPTEMBER 30, 2004


                                                                      Page of
                                                                    FORM 10-Q/A
Part I:    Financial Information


Item 1.    Financial Statements
           Consolidated Balance Sheets, September 30, 2004
            and December 31, 2003                                        3
           Consolidated Statements of Operations for the three months
             and nine months ended September 30, 2004 and 2003           5
           Consolidated Statements of Cash Flows for the nine
             months ended September 30, 2004 and 2003                    6
           Notes to Consolidated Financial Statements                    7

Item 2.    Management's Discussion and Analysis
             of Financial Condition and Results of Operations           10

Part II:   Other Information

Item 6.    Exhibits and Reports on 8-K                                  14

Signatures                                                              15



                                       2
<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003


<TABLE>
<CAPTION>

                                     ASSETS

                                                       September 30,  December 31,
                                                           2004           2003
                                                       (Unaudited)     (Audited)
                                                      --------------  ------------
                                                         (Restated)
CURRENT ASSETS:
<S>                                                   <C>             <C>
  Cash and cash equivalents                           $    991,555    $    483,618
  Accounts Receivable - trade, net of allowance for
     doubtful accounts of -0- in 2004 and 2003           1,445,879
                                                                         1,099,802
  Prepaid expenses                                         244,684         159,269
                                                      ------------    ------------
          Total current assets                           2,682,118       1,742,689
                                                      ------------    ------------
OIL AND GAS PROPERTIES
  Using the successful efforts method of accounting     55,960,490      58,472,886

OTHER PROPERTY AND EQUIPMENT                             1,828,769       2,132,220
  Less accumulated depreciation, depletion
     and amortization                                   (9,452,293)    (10,017,931)
                                                      ------------    ------------
  Net oil and gas properties, and
     other property and equipment                       48,336,966      50,587,175
                                                      ------------    ------------
OTHER ASSETS:
  Deposits                                                  20,142          20,142
  Debt issue cost, net                                   2,124,289          78,768
                                                      ------------    ------------
          Total other assets                             2,144,431          98,910
                                                      ------------    ------------
TOTAL ASSETS                                          $ 53,163,515    $ 52,428,774
                                                      ============    ============

</TABLE>

The Notes to  Consolidated  Financial  Statements  are an integral part of these
statements.


                                        3


<PAGE>







                              GULFWEST ENERGY INC.
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003


                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                        September 30,    December 31,
                                                            2004            2003
                                                        ------------    ------------
                                                         (Unaudited)      (Audited)
                                                        ------------    ------------
                                                         (Restated)
CURRENT LIABILITIES
<S>                                                     <C>             <C>
  Notes payable                                         $  5,106,568    $  8,182,165
  Notes payable - related parties                          2,140,000       1,465,000
  Current portion of long-term debt                          686,147      29,396,092
  Current portion of long-term debt - related parties        115,284         130,152
  Accounts payable - trade                                 4,077,890       5,002,675
  Accrued expenses                                           592,237         443,568
                                                        ------------    ------------
           Total current liabilities                      12,718,126      44,619,652
                                                        ------------    ------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                  21,374,396          35,801
  Asset retirement obligations                             1,083,036       1,357,206
                                                        ------------    ------------
          Total noncurrent liabilities                    22,457,432       1,393,007
                                                        ------------    ------------

OTHER LIABILITIES
  Derivative instruments                                   3,013,131         591,467
                                                        ------------    ------------
Total liabilities                                         38,118,689      46,604,126
                                                        ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                270             190
  Common stock                                                18,493          18,493
  Additional paid-in capital                              34,063,386      29,283,692
  Retained deficit                                       (19,107,323)    (23,477,727)
                                                        ------------    ------------
          Total stockholders' equity                      14,974,826       5,824,648
                                                        ------------    ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                    $ 53,163,515    $ 52,428,774
                                                        ============    ============
</TABLE>





The Notes to Consolidated Financial Statements are an integral part of these
statements.

                                        4


<PAGE>



                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                  Three Months                    Nine Months
                                                              Ended September 30,             Ended September 30,
                                                             2004             2003           2004            2003
                                                         -----------     ------------    ------------    ------------
                                                           (Restated)                     (Restated)
OPERATING REVENUES
<S>                                                      <C>             <C>             <C>             <C>
  Oil and gas sales                                      $  2,816,386    $  2,400,967    $  7,811,373    $  8,375,986
  Operating overhead and other income                         (13,440)         35,096          65,568         100,804
                                                         ------------    ------------    ------------    ------------
          Total Operating Revenues                          2,802,946       2,436,063       7,876,941       8,476,790
                                                         ------------    ------------    ------------    ------------
OPERATING EXPENSES
  Lease operating expenses                                  1,149,771       1,434,002       3,749,027       4,196,377
  Depreciation, depletion and amortization                    526,277         540,312       1,402,522       1,714,921
  Accretion expense                                            16,287                          57,003
  General and administrative                                  568,439         380,176       1,442,072       1,214,660
                                                         ------------    ------------    ------------    ------------
          Total Operating Expenses                          2,260,774       2,354,490       6,650,624       7,125,958
                                                         ------------    ------------    ------------    ------------
INCOME FROM OPERATIONS                                        542,172          81,573       1,226,317       1,350,832
                                                         ------------    ------------    ------------    ------------

OTHER INCOME AND EXPENSE
  Interest expense                                         (1,036,591)       (756,212)     (2,971,368)     (2,328,862)
  Other financing costs                                      (532,728)                       (901,998)     (1,000,000)
  Loss on sale of assets                                   (1,891,707)        (19,848)     (2,118,516)        (19,848)
  Unrealized gain (loss) on derivative Instruments         (1,862,729)        295,030      (2,421,664)        487,197
  Abandoned property                                                                         (326,512)
  Forgiveness of debt                                                                      11,884,145
                                                         ------------    ------------    ------------    ------------
          Total Other Income and Expense                   (5,323,755)       (481,030)      3,144,087      (2,861,513)
                                                         ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES                          (4,781,583)       (399,457)      4,370,404      (1,510,681)

INCOME TAXES                                             ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                          (4,781,583)       (399,457)      4,370,404      (1,510,681)

DIVIDENDS ON PREFERRED STOCK (Paid 2004 - 0; 2003 - 0)        124,375                         256,084
                                                         ------------    ------------    ------------    ------------

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS       $ (4,905,958)   $   (399,457)   $  4,114,320    $ (1,510,681)
                                                         ============    ============    ============    ============
NET INCOME (LOSS) PER SHARE, BASIC                       $       (.27)   $       (.02)   $        .22    $       (.08)
                                                         ============    ============    ============    ============
  DILUTED                                                $       (.27)   $       (.02)   $        .14    $       (.08)
                                                         ============    ============    ============    ============
</TABLE>


The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        5

<PAGE>





                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                                             2004             2003
                                                                          -----------     -----------
                                                                          (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>             <C>
  Net income (loss)                                                      $  4,370,404    $ (1,510,681)
  Adjustments to reconcile net income  to net cash
     provided by operating activities:
          Depreciation, depletion, and amortization                         1,402,522       1,714,921
          Accretion expense                                                    57,003
          Debt issue cost expense                                             859,498
          Discount on note payable                                            261,238
          Common stock warrants issued and charged to operations                               25,500
          Other financing costs                                                             1,000,000
          Notes payable issued and charged to earnings
                                                                               61,046
          Loss on sale of assets                                            2,118,516          19,848
          Abandoned property                                                  326,512
          Unrealized (gain) loss on derivate instruments                    2,421,664        (487,197)
          Forgiveness of debt                                             (11,884,145)
          (Increase) decrease in accounts receivable - trade, net             (46,077)         97,612
          (Increase) decrease in prepaid expenses                             (85,415)        (70,230)
          Increase (decrease) in accounts payable and accrued expenses       (597,162)        346,230
                                                                         ------------    ------------
               Net cash provided by (used in) operating activities           (734,396)      1,136,003
                                                                         ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Sale of property and equipment                                    1,200,350             561
          Purchase of property and equipment                               (3,272,059)       (911,201)
                                                                         ------------    ------------
               Net cash used in investing activities                       (2,071,709)       (910,640)
                                                                         ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds on sale of preferred stock, net                          3,363,745
          Payments on debt                                                (17,806,173)     (1,441,235)
          Proceeds from debt issuance                                      19,880,258         823,164
          Debt issue cost                                                  (2,123,788)
                                                                         ------------    ------------
               Net cash provided by (used in) financing activities          3,314,042        (618,071)
                                                                         ------------    ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              507,937        (392,708)

CASH AND CASH EQUIVALENTS, beginning of period                                483,618         687,694
                                                                         ------------    ------------
CASH AND CASH EQUIVALENTS, end of period                                 $    991,555    $    294,986
                                                                         ============    ============
CASH PAID FOR INTEREST                                                   $  2,821,404    $  2,183,842
                                                                         ============    ============
</TABLE>


The Notes to Consolidated Financial Statements are an integral part of these
statements.

                                        6

<PAGE>



                      GULFWEST ENERGY INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)


1.       During interim periods,  we follow the accounting policies set forth in
         our 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:  RigWest Well Service, Inc. formed September
         5, 1996;  GulfWest Texas Company formed  September 23, 1996;  DutchWest
         Oil Company formed July 28, 1997;  Southeast Texas Oil and Gas Company,
         L.L.C.  acquired  September 1, 1998;  SETEX Oil and Gas Company  formed
         August 11, 1998;  GulfWest Oil & Gas Company  formed  February 8, 1999;
         LTW Pipeline Co. formed April 19, 1999;  GulfWest  Development  Company
         formed  November 9, 2000; and,  GulfWest Oil & Gas Company  (Louisiana)
         LLC formed July 31, 2001. 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
         Energy Inc. for the interim periods.

4.       Non-cash Investing and Financing

         During the nine month period ended September 30, 2004, we issued a note
         payable for  $600,000 in exchange  for an account  payable for $538,954
         and $61,046 of  interest  expense was  recorded.  Also,  as a result of
         refinancing  debt we issued  common stock  warrants  valued at $916,029
         which were recorded as a note  discount,  issued  $500,000 of preferred
         stock of a wholly  owned  subsidiary  as a  commission  to a  financial
         advisor, recorded a $360,000 payable for a loan termination fee and had
         $11,884,145  in debt  forgiven by the prior  lender.  We also  financed
         field trucks for $78,036,

         During the nine month period ended September 30, 2003, we decreased the
         current portion of long term debt - related parties by applying $17,300
         in deposits and reclassified  $176,324 from accrued expenses to current
         portion  of long term  debt.  Also  during  the  period,  $1 million in
         preferred  stock  was  issued to an energy  lender  as  required  by an
         agreement that expired on May 29,2003.

5.       As a result of a financing  agreement  with an energy  lender,  we were
         required  to  enter  into an oil and gas  hedging  agreement  with  the
         lender.  It has been  determined this agreement meets the definition of
         SFAS 133 "Accounting for Derivative Instruments and Hedging Activities"
         and is accounted for as a derivative instrument.

         We  entered  into an  agreement,  commencing  in May  2000,  to hedge a
         portion  of our oil and gas  sales for the  period of May 2000  through
         April 2004. The agreement calls for initial volumes of 7,900 barrels of
         oil and 52,400 Mcf of gas per month,  declining monthly thereafter.  We
         entered into an additional agreement with the energy lender, commencing
         September 2001, to hedge an additional portion of our oil and gas sales
         for the periods of September 2001 through July 2004

                                        7




<PAGE>

         and September 2001 through December 2003,  respectively.  The agreement
         calls for the initial volumes of 15,000 barrels of oil and 50,000 Mmbtu
         of gas per month,  declining monthly thereafter.  These agreements were
         terminated in April 2004 with the  refinancing  of the related debt. We
         entered into a second  agreement,  as a result of refinancing the debt,
         commencing  May 2004,  to hedge a portion  of our oil and gas sales for
         the period of May 2004 through  October 2005.  The agreement  calls for
         10,000 barrels of oil and 60,000 Mmbtu of gas per month. As a result of
         these agreements,  we realized a decrease in revenues of $1,154,349 for
         the nine month  period  ended  September  30,  2004 and a  decrease  in
         revenues of  $1,209,982  for the nine month period ended  September 30,
         2003, which is included in oil and gas sales.

         The estimated  change in fair value of the  derivatives  is reported in
         Other  Income  and  Expense as  unrealized  (gain)  loss on  derivative
         instruments. The estimated fair value of the derivatives is reported in
         Other Assets (or Other Liabilities) as derivative instruments.

6.       Stock Based Compensation

         In October 1995, SFAS No. 123, "Stock Based  Compensation,"  (SFAS 123)
         was  issued.  This  statement  requires  that  we  choose  between  two
         different  methods of accounting  for stock  options and warrants.  The
         statement  defines a  fair-value-based  method of accounting  for stock
         options  and  warrants  but  allows an entity to  continue  to  measure
         compensation  cost for stock options and warrants  using the accounting
         prescribed by APB Opinion No. 25 (APB 25), "Accounting for Stock Issued
         to  Employees."  Use of the  APB 25  accounting  method  results  in no
         compensation  cost  being  recognized  if  options  are  granted  at an
         exercise price at the current  market value of the stock or higher.  We
         will  continue to use the  intrinsic  value method under APB 25 but are
         required by SFAS 123 to make pro forma disclosures of net income (loss)
         and  earnings  (loss)  per share as if the fair  value  method had been
         applied in its 2004 and 2003 financial statements.

         If we had used the fair value method required by SFAS 123, our net loss
         and per share information would approximate the following amounts:

<TABLE>
<CAPTION>

         Three months                                   2004                                    2003
         ---------------------------    -------------------------------------   -------------------------------------
                                        As Reported         Proforma            As Reported          Proforma
<S>                                     <C>                 <C>                 <C>                  <C>
         SFAS 123 compensation cost     $                   $    420,250        $                    $
         APB 25 compensation cost       $                   $                   $                    $
         Net income (loss)              $ (4,905,958)       $ (5,326,208)       $   (399,457)        $   (399,457)
         Income (loss) per
           common share,
           Basic                        $       (.27)       $       (.29)       $       (.04)        $       (.04)
           Diluted                      $       (.27)       $       (.29)       $       (.04)        $       (.04)

</TABLE>




                                        8

<PAGE>


<TABLE>
<CAPTION>

         Nine months                                   2004                                     2003
         ---------------------------    ------------------------------------    -------------------------------------
                                        As Reported         Proforma            As Reported          Proforma
<S>                                     <C>                 <C>                 <C>                  <C>
         SFAS 123 compensation cost     $                   $    425,500        $                    $      7,350
         APB 25 compensation cost       $                   $                   $                    $
         Net income (loss)              $  4,114,320        $  3,688,820        $ (1,510,681)        $ (1,518,031)
         Income (loss) per
         common share,
           Basic                        $        .22        $        .20        $       (.08)        $       (.08)
           Diluted                      $        .14        $        .12        $       (.08)        $       (.08)

</TABLE>

7.       In February 2005, we determined  that many of the 1,525,000  options we
         issued on July 15,  2004 were  improperly  characterized  as  incentive
         stock  options.  In addition  281,000 of these options were  improperly
         expensed as options entitled to fixed accounting  treatment rather than
         as  options  subject  to  variable  award  accounting   treatment.   In
         connection with the correction of these errors, we adopted the GulfWest
         Energy Inc. 2004 Stock Option and Compensation Plan to govern the terms
         of the  options  that were  granted on July 15, 2004 and  obtained  the
         consent of the  employees  granted  such options to the change in their
         characterization to being non-qualified stock options.

         As a result of the change in the option accounting characterization, we
         accrued $70,250 in compensation expense. The significant effects of the
         revisions on our statement of income,  cash flows consolidated  balance
         sheet  from the  amounts  previously  reported  are  summarized  in the
         following table:

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                Three Months Ended September 30, 2004
                                     ------------------------------------------------------------
                                       As Reported                Adjustment           Restated
                                     -------------              --------------        ----------
<S>                                  <C>                        <C>                   <C>
General and administrative           $     498,189              $       70,250        $   568,439
Total operating expenses             $   2,190,524              $       70,250        $ 2,260,774
Net income (loss)                    $  (4,835,708)             $      (70,250)       $(4,905,958)


                                                Nine Months Ended September 30, 2004
                                     ------------------------------------------------------------
                                       As Reported                Adjustments           Restated
                                     -------------              --------------         ----------
General and administrative           $   1,371,822              $       70,250         $1,442,072
Total operating expenses             $   6,580,374              $       70,250         $6,650,624
Net income (loss)                    $   4,184,570              $      (70,250)        $4,114,320

</TABLE>




                                        9


<PAGE>

<TABLE>
<CAPTION>



                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Nine Months Ended September 30, 2004
                               ---------------------------------------------------------------------------------
                                    As Reported                      Adjustment                  Restated
                               -----------------------        -------------------------   ----------------------
<S>                            <C>                            <C>                               <C>
Increase (decrease) in
accounts payable and accrued
expenses                       $     (667,412)                  $          70,250          $        (597,162)

                                                 CONSOLIDATED BALANCE SHEET

                                                                  September 30, 2004
                               ---------------------------------------------------------------------------------
                                   As Reported                      Adjustment                  Restated
                               -----------------------        -------------------------   ----------------------
Accrued expenses               $      521,987                 $            70,250          $         592,237
Total current liabilities      $   12,647,876                 $            70,250          $      12,718,126
Retained deficit               $  (19,037,073)                $           (70,250)         $     (19,107,323)

</TABLE>

8.       As  shown  in  the  financial  statements,  we  had a  working  capital
         deficiency of $10,036,008 at September 30, 2004 and $42,876,963 for the
         year  ended  December  31,  2003.  This  and  other   conditions  raise
         substantial doubt about our ability to continue as a going concern.










                                       10
<PAGE>

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

OVERVIEW

         We are engaged primarily in the acquisition, development, exploitation,
exploration  and  production  of crude  oil and  natural  gas.  Our  focus is on
increasing  production  from our existing  crude oil and natural gas  properties
through  the  further  exploitation,   development  and  optimization  of  those
properties,  and on acquiring  additional  crude oil and natural gas properties.
Our gross revenues are derived from the following sources:

         1. OIL AND GAS SALES that are  proceeds  from the sale of crude oil and
         natural gas production to midstream purchasers;

         2.  OPERATING  OVERHEAD AND OTHER INCOME that consists of earnings from
         operating  crude oil and  natural  gas  properties  for  other  working
         interest owners, and marketing and transporting  natural gas. This also
         includes earnings from other miscellaneous activities.

RESULTS OF OPERATIONS

         The factors which most  significantly  affect our results of operations
are (1) the sales  price of crude oil and  natural  gas,  (2) the level of total
sales volumes of crude oil and natural gas, (3) the level of and interest  rates
on borrowings and, (4) the level and success of new acquisitions and development
of existing properties.

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

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2003.

REVENUES

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
for the quarter  increased 17% from $2,401,000 in 2003 to $2,816,400 in 2004 due
to higher commodity  prices offset by lower  production  volumes and the sale of
two properties in West Texas and one property in Oklahoma.  The lower production
volumes  were due to the  natural  decline  in  production  from our Gulf  Coast
fields.  We have implemented a development plan which should result in increased
production in future quarters.

         Operating  Overhead and Other Income.  Revenues  from these  activities
decreased  from  $35,100  in  2003  to  $(13,400)  in  2004.  This  was  due  to
fluctuations in prices of natural gas in our imbalance accounts.

COSTS AND EXPENSES

         Lease Operating  Expenses.  Lease operating expenses decreased 20% from
$1,434,000 in 2003 to $1,149,800 in 2004 due to lower production volumes and the
sale of two properties in West Texas and one property in Oklahoma.


                                       11
<PAGE>



         Depreciation, Depletion and Amortization (DD&A). DD&A decreased 3% from
$540,300 in 2003 to $526,300 in 2004, due to lower commodity sales volumes.

         General and Administrative  (G&A) Expenses.  G&A expenses increased 50%
for the period from $380,200 in 2003 to $568,400 in 2004, due to increased costs
related to our financing activities.

         Interest Expense.  Interest expense increased 37% from $756,200 in 2003
to $1,036,600 in 2004,  primarily due to a significant  increase in our interest
rate following our refinancing.

NINE-MONTH  PERIOD ENDED SEPTEMBER 30, 2004 COMPARED TO NINE-MONTH  PERIOD ENDED
SEPTEMBER 30, 2003.

REVENUES

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
for the period decreased 7% from $8,376,000 in 2003 to $7,811,400 in 2004 due to
lower  production  volumes and the sale of two  properties in West Texas and one
property in Oklahoma.  Our development plan to increase production did not start
until May 2004.

         Operating  Overhead and Other Income.  Revenues  from these  activities
decreased  35%  from  $100,800  in 2003 to  $65,600  in  2004.  This  was due to
fluctuations in prices of natural gas in our imbalance accounts.

COSTS AND EXPENSES

         Lease Operating  Expenses.  Lease operating expenses decreased 11% from
$4,196,400 in 2003 to $3,749,000 in 2004 due to lower production volumes and the
sale of two properties in West Texas and one property in Oklahoma.

         Depreciation,  Depletion and  Amortization  (DD&A).  DD&A decreased 18%
from  $1,714,900  in 2003 to $1,402,500 in 2004,  due to lower  commodity  sales
volumes.

         General and Administrative  (G&A) Expenses.  G&A expenses increased 19%
for the period from  $1,214,700 in 2003 to $1,442,100 in 2004,  due to increased
costs related to our financing activities.

         Interest  Expense.  Interest  expense  increased 28% from $2,328,900 in
2003 to $2,971,400 in 2004,  due to a significant  increase in our interest rate
following our refinancing.














                                       12


<PAGE>



FINANCIAL CONDITION AND CAPITAL RESOURCES

         At September  30, 2004,  our current  liabilities  exceeded our current
assets by $10,036,008. We had a loss of $4,905,958 for the quarter compared to a
loss of $399,457 for the period in 2003.  The loss for 2004  included a non-cash
loss of approximately $1.9 million associated with the change in our estimate of
the fair  value of our hedge,  approximately  $1.9  million  loss on the sale of
assets and  approximately  $500,000 of amortization of expenses  associated with
our refinancing.

         During the third quarter of 2004, our sales volumes were 40,733 barrels
of crude oil and 272,611 Mcf of natural gas compared to 49,330  barrels of crude
oil and  263,561 Mcf of natural  gas in the third  quarter of 2003.  Revenue for
crude oil sales for the period was  $1,332,744 in 2004 compared to $1,176,604 in
2003 and for natural gas sales was  $1,483,642 in 2004 compared to $1,224,363 in
2003.

         During the nine-month period ended September 30, 2004 our sales volumes
were  127,530  barrels of oil and 756,614 Mcf of natural gas compared to 169,953
barrels of oil and 908,346  Mcf of natural  gas for the period in 2003.  Revenue
for crude oil sales for the period was $3,861,893 in 2004 compared to $4,076,097
in 2003 and for natural gas sales was  $3,949,480 in 2004 compared to $4,299,889
in 2003.

          On April 27, 2004, in our  wholly-owned  subsidiary,  GulfWest Oil and
Gas Company,  we completed an  $18,000,000  financing  package with a new energy
lender. We used $15,700,000 to retire existing debt of $27,584,145, resulting in
forgiveness of debt of $11,884,145.  This taxable gain will be completely offset
by available net operating loss carryforwards.  The term of the note is eighteen
months and it bears  interest at the prime rate plus 11%. This rate increases by
..75% per month beginning in month ten. We paid the new lender $1,180,000 in cash
fees and also issued the new lender warrants to purchase 2,035,621 shares of our
common stock at an exercise price of $.01 per share, expiring in five years. The
warrants are subject to demand registration and anti-dilution provisions.

          Simultaneously,  our  wholly-owned  subsidiary,  GulfWest  Oil  &  Gas
Company,  completed  the  initial  phase of a private  offering  of its Series A
Preferred Stock for $4,000,000. The Series A Preferred Stock is exchangeable for
our  Common  Stock  based on a  liquidation  value of $500 per share of Series A
Preferred  Stock divided by $.35 per share of our Common Stock. As part of a fee
and  commission,  we  issued  $500,000  of the  Series  A  Preferred  Stock to a
financial  advisor.  One of our  directors  acquired  $1,500,000 of the Series A
Preferred Stock.

          Of the  $21,500,000  total cash  raised,  we used  $15,700,000  to pay
existing debt and  $1,580,000 to pay fees and  commissions,  leaving  $4,220,000
available for capital expenditures and working capital.

          As of September  30, 2004 we have  incurred  $2,983,787  in loan fees.
This includes lender fees of $1,540,000  ($1,180,000 paid in cash and a $360,000
fee due at the termination of the loan),  financial  advisor fees of $1,150,000,
which includes the $500,000 of Series A Preferred  Stock, and $293,787 for other
professional  fees. Also, the lender charges a quarterly  administrative  fee of
$25,000.  These  costs  are  being  amortized  over the term of the loan and are
included in other financing costs.

          In  addition we issued the lender  warrants  valued at  $916,029.  The
value of the warrants is recorded as a note discount and is being  expensed over
the term of the loan and included in interest expense.






                                       13


<PAGE>



PART II.  OTHER INFORMATION

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

          (a) Exhibits -

NUMBER    DESCRIPTION
------    -----------

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

&3.3      Amendment to the Company's Articles of Incorporation to increase the
          number of shares of Class A Common Stock that the Company will have
          authority to issue from 20,000,000 to 40,000,000 shares, approved by
          the Shareholders on November 19, 1999and filed with the Secretary of
          State of Texas on December 3, 1999.

#3.2      Amendment to the Articles of Incorporation of the Registrant changing
          the name of the Registrant to "GulfWest Energy Inc.", approved by the
          Shareholders on May 18, 2001 and filed with the Secretary of Texas on
          May 21, 2001.

*3.4      Bylaws of the Registrant.

#10.1     GulfWest Oil Company 1994 Stock Option and Compensation Plan, amended
          and restated as of April 1, 2001, and approved by the shareholders on
          May 18, 2001.

31.1      Certification of Chief Executive Officer pursuant to Exchange rule
          13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002; filed herewith.

31.2      Certification of Chief Financial Officer pursuant to Exchange rule
          13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
          of 2002; filed herewith.

32        Certification pursuant to 18. U.S.C Section 1350 pursuant to Section
          906 of the Sarbanes-Oxley Act of 2002; filed herewith.


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

&         Previously filed with the Registrant's Definitive Proxy Statement,
          filed with the Commission on October 18, 1999.

#         Previously filed with the Registrant's Definitive Proxy Statement,
          filed with the Commission on April 16, 2001.

(b)       Form 8-K - None. 14



                                       14
<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 ENERGY INC.
                                         (Registrant)


Date: February 24, 2005

                                         by: /S/ THOMAS R. KAETZER
                                         --------------------------------
                                         Thomas R. Kaetzer
                                         President

Date: February 24, 2005


                                         by: /S/ JIM C. BIGHAM
                                         --------------------------------------
                                         Jim C. Bigham
                                         Executive Vice President and Secretary

Date: February 24, 2005


                                         by: /S/ RICHARD L. CREEL
                                         --------------------------------------
                                         Richard L. Creel
                                         Vice President of Finance



                                       15