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 March 31, 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, May 14, 1998, was 1,787,398 shares of
Class A Common Stock, $.001 par value.






<PAGE>
<TABLE>



                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 1998

<CAPTION>

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

Part I:  Financial Statements

Item 1.           Financial Statements
                  Consolidated Balance Sheets, March 31, 1998,
                   and December 31, 1997                                                             3
                  Consolidated Statements of Operations-for the three
                    months ended March 31, 1998, and 1997                                            5
                  Consolidated Statements of Cash Flows-for the three
                    months ended March 31, 1998, and 1997                                            6
                  Notes to Consolidated Financial Statements                                         7

Item 2.           Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                                                    8

Part II:          Other Information

Item 4.           Submission of Matters to a Vote of Security Holders                               11

Item 6.           Exhibits and Reports on 8-K                                                       11

Signatures                                                                                          15
</TABLE>
















                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)

                                     ASSETS
 
<CAPTION>

                                                                                              March 31,       December 31,
                                                                                                1998              1997      
<S>                                                                                       <C>               <C> 

Current Assets:
  Cash and Cash Equivalents                                                                 $     8,302       $    626,519
  Accounts Receivable - Trade, Net of Allowance for Doubtful
     Accounts of -0- in 1998 and 1997, respectively                                             682,972            855,383
  Prepaid Expenses                                                                              153,406             54,494

    Total Current Assets                                                                        844,680          1,536,396

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                          4,585              4,585
  Developed Properties                                                                       20,816,346         17,026,171

                                                                                             20,820,931         17,030,756

Other Property and Equipment                                                                  1,217,018          1,171,214
  Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                         (3,175,335)        (2,874,403)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                           18,862,614         15,327,567

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

    Total Assets                                                                            $19,726,038        $17,089,855

</TABLE>





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

                                        3
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                                                              March 31,        December 31,
                                                                                                1998                1997      
<S>                                                                                       <C>                 <C>   

Current Liabilities:
  Notes Payable                                                                              $   350,000       $   350,000
  Notes Payable - Related Parties                                                                150,000           150,000
  Current Portion of Long-Term Debt                                                           10,890,982           311,233
  Current Portion of Long-Term Debt - Related Parties                                            350,000           350,000
  Accounts Payable - Trade                                                                     1,690,587         1,427,661
  Accrued Expenses                                                                               259,673           290,362

    Total Current Liabilities                                                                 13,691,242         2,879,256


Long-Term Debt, Net of Current Portion                                                         3,744,579        11,185,055

Long-Term Debt, Related Parties                                                                1,000,000         1,000,000

Commitments and Contingencies                                                                       -                 -

Stockholders' Equity:
  Preferred Stock                                                                                     54                54
  Common Stock                                                                                     1,759             1,759
  Additional Paid-in Capital                                                                   7,591,092         7,583,236
  Retained Deficit                                                                            (6,150,214)       (5,407,031)
 Long-Term Accounts and Notes Receivable -
    Related Parties, Net of Allowance for Doubtful
    Accounts of $448,230 and $448,230 in 1998
    and 1997, respectively                                                                      (152,474)        ( 152,474)

    Total Stockholders' Equity                                                                 1,290,217         2,025,544

    Total Liabilities and Stockholders'
      Equity                                                                                 $19,726,038       $17,089,855
</TABLE>




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


                                        4
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)
<CAPTION>


                                                                                                1998              1997     
<S>                                                                                       <C>                <C>  

Revenues:
  Oil and Gas Sales                                                                         $    678,259       $ 1,154,621
  Well Servicing Revenues                                                                        127,522            73,055
  Operating Overhead and Other Income                                                             34,969            77,046

    Total Revenues                                                                               840,750         1,304,722

Costs and Expenses:
  Lease Operating Expenses                                                                       466,552           397,086
  Cost of Well Servicing Operations                                                              115,960            44,475
  Depreciation, Depletion and Amortization                                                       300,932           232,768
  General and Administrative                                                                     343,072           311,755

    Total Costs and Expenses                                                                   1,226,516           968,084

Income (Loss) From Operations                                                                   (385,766)          318,638

Other Income and Expense:
  Interest Income                                                                                     28               298
  Interest Expense                                                                              (311,493)         (232,914)

    Total Other Income and Expense                                                              (311,465)         (232,616)

Net Income (Loss) Before Taxes                                                                  (697,231)           86,022

Income Tax Provision                                                                                -                 -    

Net Income (Loss)                                                                               (697,231)           86,022

Preferred Stock Dividend Requirement                                                             (62,211)          (90,132)

Net (Loss) to Common Shareholders                                                           $   (759,442)     $     (4,110)

(Loss) Per Share and Common Stock Equivalents                                               $       (.43)     $      (0.02)

Weighted Average Number of Shares                                                              1,759,185         1,655,097
</TABLE>


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


                                        5
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)
<CAPTION>

                                                                                                 1998              1997    
<S>                                                                                         <C>              <C> 

Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                          $  (697,231)      $    86,022

  Adjustments to Reconcile Net Income (Loss) to Net
    Cash Provided By (Used By) Operating Activities:
      Depreciation, Depletion, and Amortization                                                  300,932           232,768
      Common Stock and Warrants Issued and Charged to Operations                                   7,856            10,000
      (Increase) Decrease in Accounts Receivable - Trade, Net                                    172,411          (820,885)
      (Increase) Decrease in Prepaid Expenses                                                    (98,912)           (6,335)
      Increase (Decrease) in Accounts Payable                                                    262,926           471,439
      Increase (Decrease) in Accrued Expenses                                                    (30,689)          (54,407)

        Net Cash Provided By (Used By) Operating Activities                                      (82,707)          (81,398)

Cash Flows From Investing Activities:
  Purchase of Property and Equipment                                                          (3,628,831)         (640,750)
  (Increase) Decrease in Accounts and Notes and Receivable - Related Party                          -               14,964
  Payments Received on Loans to Related Parties                                                     -             (200,000)

        Net Cash Used In Investing Activities                                                 (3,628,831)         (825,786)

Cash Flows From Financing Activities:
 (Increase) in Notes Receivable                                                                     -             (100,000)
  Proceeds From Sale of Common Stock, Net                                                           -              153,377
  Proceeds From Sale of Preferred Stock, Net                                                        -              231,980
  Payments on Debt                                                                            (7,492,728)         (707,650)
  Proceeds From Debt Issuance                                                                 10,632,001         1,383,657
  Dividends Paid                                                                                 (45,952)          (71,745)
 
        Net Cash Provided (Used) By Financing Activities                                        3,093,32           889,619

Increase (Decrease) in Cash and Cash Equivalents                                                (618,217)          (17,565)

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

Cash and Cash Equivalents, End of Period                                                     $     8,302       $    66,912

Cash Interest Paid                                                                           $   298,312       $   216,668
</TABLE>


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


                                        6
<PAGE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 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.

 


                                        7
<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 oil and gas properties that may be non-core to larger  independent and major
oil and gas companies.
 
     During 1997, the Company acquired various  additional  working interests in
oil and gas  properties  located in Texas,  Kansas  and  Oklahoma  through  five
negotiated transactions.

     In January 1998,  the Company  commenced a program to drill  seventeen (17)
infield wells in the Vaughn Field, Crockett County,  Texas. If successful,  upon
completion of the drilling  program,  the Company will have increased its Proved
Producing oil reserves in the Vaughn Field from approximately 700,000 barrels to
an estimated 1.7 million barrels.

     Management is seeking a partner to assist in the horizontal  development of
wells on its  Madisonville  properties.  Management  has  identified 7 wells for
re-entry  using  its  horizontal  technique  which has  proved up an  additional
400,000  barrels of oil  equivalent.  The  partner  would be required to provide
sufficient  funds to pay down the  existing  debt on the  property  and fund the
drilling and  completion of the  horizontal  wells in exchange for a substantial
operating interest in those wells.


Results of Operations

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

Three-Month  Period  Ended March 31, 1998  compared to Three Month  Period Ended
March 31, 1997.

Revenues

     Oil and gas revenues for the first  quarter  decreased  from  $1,154,600 in
1997 to $678,259 in 1998,  as a result of lower oil and natural gas prices.  The
average  prices  received for  production  decreased for oil from $20.69 per Bbl
during  the first  three  months of 1997 to $12.52  per Bbl during the period in
1998 and natural gas prices  decreased  from an average of $2.61 per Mcf for the
first three months of 1997 to $2.22 per Mcf for the period in 1998.  Oil and gas
sales  volumes  were  slightly  less in 1998  compared  to 1997 as a  result  of
management's  decision  to curtail  production  of certain  wells due to the low
prices.




                                       8
<PAGE>

     Operations for third parties  produced well servicing  revenues of $127,522
less  expenses of $115,960 in 1998  compared to $73,055 less expenses of $44,475
for 1997.  Revenues from operating  overhead and other income decreased 54% from
$77,046 in 1997 to $34,969 in 1998. 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 17% from $397,100 in 1997 to $466,600 in
1998, due to the acquisition of additional working interests ownership.


Financial Condition and Capital Resources

     During the  fourth  quarter  of 1996,  the  Company  acquired  and  assumed
operations  for  $10,654,000  in oil  properties  in West Texas  (the  "Acquired
Properties").  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  $7,632,000 for  refinancing  the
Acquired Properties and $2,605,000 for payment toward the acquisition of certain
other oil properties in West Texas,  with a purchase  price of  $2,976,000.  The
Company also entered into a purchase and sale  agreement  for certain  other oil
properties in West Texas for a purchase price of  $1,450,000,  by increasing the
aforementioned bank note and seller note $1,000,000 and $450,000, respectively.

     On January 7, 1997, the Company  established a $2,000,000  revolving credit
facility  with  Southwest  Bank of  Texas,  with part of the  proceeds  used for
payment of short-term  notes  incurred for  acquisitions  made during the fourth
quarter of 1996. On July 2, 1997, the Company's  revolving  credit  facility was
increased to $2,750,000  with the  additional  funds used for  acquisitions  and
further  enhancements  of the  Company's  West Texas  properties.  The revolving
credit facility is guaranteed by J. Virgil Waggoner,  a director of the Company.
On March 30, 1998, the revolving  credit facility of $2,750,000 was renewed with
a  maturity  date of April  10,  2000  and the  demand  feature  of the note was
removed.

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

     On December 15, 1997, the Company  obtained a loan from J. Virgil Waggoner,
a director of the Company, for $1,000,000 to drill seventeen developmental wells
in the Vaughn Field.  On March 25, 1998, Mr.  Waggoner  agreed to extend the due
date of the note to June 30, 1999 and, at the Company's  option,  to convert the
outstanding  principal amount of the note to Common Stock of the Company as part
of the private placement discussed below.

     In a subsequent  event, on May 14, 1998, and Mr. Waggoner agreed to convert
the $1,000,000  principal  amount of his note to 500,000 shares of the Company's
Common  Stock at a price of $2.00 per share,  as part of the  private  placement
discussed  below.  As a result of this  conversion,  the  Company's net tangible
assets  will  increase  from  $1,290,217  at  March  31,  1998 to  approximately
$2,290,000.

                                       9
<PAGE>

     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 at a price to be determined
whereby  gross  proceeds  of at  least  $500,000  and  up to  $5.5  million  are
anticipated to be raised.  If fully  subscribed,  the Company expects to use the
proceeds from the offering for working capital and general  corporate  purposes.
These general purposes may include (i)  approximately  $2.75 million for payment
of the current  balance of a revolving  credit  facility with  Southwest Bank of
Texas (this credit  facility  would  continue to be available to the Company for
acquisition,  development  and  enhancement  of oil  and gas  properties);  (ii)
approximately  $1  million  for  repayment  of a  drilling  loan from J.  Virgil
Waggoner; and (iii) approximately $600,000 for placement agent fees and expenses
of the offering.  The use of proceeds is subject to change,  however, based upon
the  number of shares of Common  Stock sold in the  offering,  the amount of net
proceeds to the Company,  competitive  developments  and the availability to the
Company of other methods of financing.

     Although  management believes the above actions will ultimately provide the
Company with the means to become profitable, there is no guarantee these actions
can be effectively implemented.  Adverse changes in prices of oil and gas and/or
the inability of the Company to continue to raise the money necessary to develop
existing  reserves or acquire  new  reserves  would have a severe  impact on the
Company.


                                       10
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

               A special meeting of the  shareholders of the Company was held on
               March 24, 1998 to consider a proposal for the offering,  sale and
               issuance  of  the  Company's   Common  Stock  through  a  private
               placement at a price to be determined  whereby gross  proceeds of
               at least  $500,000 and up to $5.5 million are  anticipated  to be
               raised.  Of the  1,759,185  outstanding  shares of  Common  Stock
               entitled to be voted at the meeting, there were, either in person
               or represented by proxy,  1,024,465 holders of such shares, which
               was 58% of the  outstanding  shares  entitled  to be voted at the
               meeting  and was a  sufficient  quorum to conduct  business.  The
               proposal  was approved  with 978,691  votes (96%) in favor of the
               proposal,  44,608 votes (4%) against and 1,166  abstentions (less
               than  1%).  No other  matters  were  considered  at this  special
               meeting.


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.

                                       11
<PAGE>

               @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.

               @2.10Assignment  of Purchase  and Sale  Agreement  by and between
                    Pharaoh,  GulfWest  Permian  Company  and  WestCo  Producing
                    Company, dated December 5, 1996.

               @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.


                                       12
<PAGE>

                                  
               +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.

               #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.


                                       13
<PAGE>

~    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.

#    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.


         (b)  Form 8-K -

               The Company filed a Current  Report on Form 8-K,  dated March 20,
               1998,  with the  Commission  on April 3, 1998 and an amendment on
               Form 8-K/A on April 13, 1998  reporting a series of  transactions
               to acquire  working  interests in additional  oil  properties and
               refinance oil properties previously purchased by the Company.

 

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                                   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:  May 15, 1998                           By: /s/ Jim C. Bigham    
                                                  Jim C. Bigham
                                                  Executive Vice President and
                                                  Secretary


Date:  May 15, 1998                           By: /s/ John E. Loehr     
                                                  John E. Loehr
                                                  Chairman of the Board and
                                                  Chief Financial Officer


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