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, 2000

                                       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.)

  397 North Sam Houston Parkway East
             Suite 375
           Houston, Texas                                        77060
(Address of principle 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, August 8, 2000, was 17,885,041 shares
of Class A Common Stock, $.001 par value.






<PAGE>


                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                  JUNE 30, 2000


                                                                       Page of
                                                                      Form 10-Q

Part I:  Financial Statements

Item 1.  Financial Statements
           Consolidated Balance Sheets, June 30, 2000
             and December 31, 1999                                        3
           Consolidated Statements of Operations-for the three
             months and six months ended June 30, 2000, and 1999          5
           Consolidated Statements of Cash Flows-for the six
             months ended June 30, 2000, and 1999                         6
           Notes to Consolidated Financial Statements                     7

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

Part II:   Other Information

Item 4.    Submission of Matters to a Vote of Security Holders            12

Item 5.    Other Information                                              12

Item 6.    Exhibits and Reports on 8-K                                    12

Signatures                                                                13













                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
-------  ---------------------

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                              June 30,                December 31,
                                                                                2000                      1999
                                                                        ----------------------    ----------------------
                                                                        ----------------------    ----------------------
<S>                                                                   <C>                       <C>

CURRENT ASSETS:
  Cash and cash equivalents                                             $        305,508          $         287,300
  Accounts Receivable - trade, net of allowance for doubtful
     accounts of -0- in 2000 and 1999                                          1,745,739                    990,402
  Prepaid expenses                                                                49,970                     79,763

                                                                        ----------------------    ----------------------
          Total current assets                                                 2,101,217                  1,357,456

OIL AND GAS PROPERTIES,
  using the successful efforts method of accounting                           24,814,578                 20,083,696

OTHER PROPERTY AND EQUIPMENT                                                   1,849,644                  1,358,400
  Less accumulated depreciation, depletion
     and amortization                                                         (3,301,955)                (2,940,191)
                                                                        ----------------------    ----------------------

  Net oil and gas properties, and
     other property and equipment                                             23,362,267                 18,501,905
                                                                        ----------------------    ----------------------

DEPOSITS                                                                          27,638                     27,638
INVESTMENTS                                                                      122,785                    122,785
DEBT ISSUE COST                                                                  476,909
                                                                        ----------------------    ----------------------

TOTAL ASSETS                                                            $     26,090,816          $      20,009,793
                                                                        ======================    ======================



</TABLE>







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

                                       3
<PAGE>





                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                              June 30,               December 31,
                                                                                2000                     1999
                                                                        ---------------------    ---------------------
<S>                                                                    <C>                     <C>

CURRENT LIABILITIES
  Notes payable                                                           $        225,182       $          250,000
  Notes payable - related parties                                                  200,000                  750,000
  Current portion of long-term debt                                              3,879,855                2,114,251
  Current portion of long-term debt - related parties                              261,454                  234,355
  Accounts payable - trade                                                       1,664,822                  839,129
  Accrued expenses                                                                 319,450                  462,956
                                                                        ---------------------    ---------------------

          Total current liabilities                                              6,550,763                4,650,691
                                                                        ---------------------    ---------------------

LONG-TERM DEBT, net of current portion                                          13,430,731               11,040,744
                                                                        ---------------------    ---------------------

LONG-TERM DEBT, RELATED PARTIES                                                    252,969                  263,574
                                                                        ---------------------    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                       80                       88
  Common stock                                                                      17,885                   15,697
  Additional paid-in capital                                                    23,178,900               21,321,909
  Retained deficit                                                             (17,195,570)             (17,130,436)
  Long-term accounts and notes receivable - related parties,
    net of allowance for doubtful accounts of $700,230 in
    2000 and 1999                                                                 (144,942)                (152,474)
                                                                        ---------------------    ---------------------
             Total stockholders' equity                                          5,856,353                4,054,784
                                                                        ---------------------    ---------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                    $       26,090,816       $       20,009,793
                                                                        =====================    =====================

</TABLE>



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

                                       4
<PAGE>
                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Three Months                             Six Months
                                                                    Ended June 30,                          Ended June 30,
                                                                 2000               1999               2000                1999
                                                           -----------------    -------------    -----------------    -------------
<S>                                                     <C>                    <C>              <C>                  <C>

OPERATING REVENUES
  Oil and gas sales                                        $     1,930,127      $ 363,139        $    3,430,564        $   573,670
  Well servicing revenues                                           97,251         15,884               171,261             43,491
  Operating overhead and other income                               96,699         28,365               140,708             63,468
                                                           -----------------    -------------    -----------------    -------------
                                                                 2,124,077        407,388             3,742,533            680,629
                                                           -----------------    -------------    -----------------    -------------

OPERATING EXPENSES
  Lease operating expenses                                         746,690        244,315             1,420,567            482,798
  Cost of well servicing operations                                 95,884         38,572               183,330             84,257
  Depreciation, depletion and amortization                         299,368        112,802               481,439            223,508
  General and administrative                                       377,841        579,772               744,678          1,043,936
                                                           -----------------    -------------    -----------------    -------------
                                                                 1,519,783        975,461             2,830,014          1,834,499
                                                           -----------------    -------------    -----------------    -------------
INCOME (LOSS) FROM OPERATIONS                                      604,294       (568,073)             912,519         (1,153,870)
                                                           -----------------    -------------    -----------------    -------------
OTHER INCOME AND EXPENSE
  Interest Income                                                   15,247            145               15,247                173
  Interest expense                                                (538,855)      (217,084)            (922,235)          (419,625)
  Gain on sale of assets                                             1,500            180                6,327              5,082
                                                           -----------------    -------------    -----------------    -------------
INCOME (LOSS) BEFORE INCOME TAXES                                   82,186       (784,832)              11,858         (1,568,240)

INCOME TAXES
                                                           -----------------    -------------    -----------------    -------------
NET INCOME (LOSS)                                                   82,186       (784,832)              11,858         (1,568,240)

DIVIDENDS ON PREFERRED STOCK
(PAID 2000 - $76,992; 1999 - $ 0-)                                               (160,848)                               (329,542)
                                                           -----------------    -------------    -----------------    -------------

NET INCOME (LOSS) AVAILABLE TO
COMMON SHAREHOLDERS                                        $       82,186       $(945,680)       $      11,858        $(1,897,782)
                                                           =================    =============    =================    =============

LOSS PER COMMON SHARE -
BASIC AND DILUTED                                          $          .00       $    (.29)       $         .00        4      (.59)
                                                           =================    =============    =================    =============

</TABLE>

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


                                       5
<PAGE>
                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                          2000                1999
                                                                                    -----------------   -----------------
                                                                                    -----------------   -----------------
<S>                                                                               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                 $       11,858       $   (1,568,240)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
      Depreciation, depletion, and amortization                                            481,439              223,508
      Common stock and warrants issued and charged to operations                            13,600              224,650
      (Gain) on sale of assets                                                              (6,327)              (5,082)
      Other non-operating (income)                                                          (5,780)
      (Increase) decrease in accounts receivable - trade, net                             (925,135)            (341,865)
      (Increase) decrease in prepaid expenses                                               29,793               (7,402)
      Increase (decrease) in accounts payable and accrued expenses                       1,006,862              105,735
      (Increase) decrease in deposits                                                                           (10,338)
                                                                                    -----------------   -----------------
         Net cash provided by (used in) operating activities                               606,310           (1,379,034)
                                                                                    -----------------   -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from sale of property and equipment                                           9,250               21,430
      Purchase of property and equipment                                                (2,026,327)            (522,046)
                                                                                    -----------------   -----------------
         Net cash used in investing activities                                          (2,017,077)            (500,616)
                                                                                    -----------------   -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Increase in non-operating receivables                                                 50,000
      Proceeds from subscription of common stock                                           557,878             700,000
      Payments on debt                                                                    (603,071)           (179,990)
      Proceeds from debt issuance                                                        1,739,510           1,451,200
      Debt issue cost                                                                     (315,342)
                                                                                    -----------------   -----------------
         Net cash provided by financing activities                                       1,428,975           1,971,210
                                                                                    -----------------   -----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            18,208              91,560

CASH AND CASH EQUIVALENTS, beginning of period                                             287,300             204,307
                                                                                    -----------------   -----------------
CASH AND CASH EQUIVALENTS, end of period                                            $      305,508       $     295,867
                                                                                    =================   =================
CASH PAID FOR INTEREST                                                              $     538,673        $     115,778
                                                                                    =================   =================

</TABLE>



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


                                       6
<PAGE>
                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2000 AND 1999 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:  RigWest Well  Service,  Inc.  ("RigWest"),
         formerly VanCo Well Service,  Inc., formed September 5, 1996;  GulfWest
         Texas Company ("GWT") formed September 23, 1996;  DutchWest Oil Company
         ("DutchWest")  formed  July  28,  1997;  Southeast  Texas  Oil  and Gas
         Company, L.L.C. ("Setex LLC") acquired September 1, 1998; SETEX Oil and
         Gas  Company  ("SETEX")  formed  August 11,  1998;  GulfWest  Oil & Gas
         Company  ("GulfWest O&G") formed February 8, 1999; and LTW Pipeline Co.
         ("LTW") formed April 19, 1999. 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.

4.       Non-cash Investing and Financing

         During the six month period ended June 30, 2000,  the Company  acquired
         $3,287,963 in property and equipment through notes payable to financial
         institutions and related parties of $2,811,965, in exchange of accounts
         receivable  of $169,798 and by issuing  200,000  shares of common stock
         valued at $306,200. In addition,  accounts payable and accrued expenses
         decreased   $312,791,   debt  issue  costs   increased   $192,000   and
         non-operating  receivables  increased  $50,000 through notes payable to
         financial  institutions.  During the  period,  815 shares of  preferred
         stock,  along with unpaid  dividends  of  $76,992,  were  converted  to
         538,322  shares of common stock,  notes payable of $900,000  (including
         $750,000  to a director)  were  converted  to 700,000  shares of common
         stock and accounts  payable of $4,352 were converted to 6,000 shares of
         common stock.  Also, related party receivables of $7,532 were exchanged
         for accounts payable.

5.        On April 5, 2000, the Company entered into an agreement with an energy
          lender  (the  "April  2000  Financing")  to  provide   $19,302,000  in
          financing,  of which $12,900,000 was funded at closing.  An additional
          $6,000,000  in  development  capital  will be funded  for  development
          projects on the Company's  existing  properties,  as identified by the
          Company and  approved by the lender.  The  proceeds  funded at closing
          were used to retire  existing debt,  including  accrued  interest,  of
          $10,234,977;  acquire oil and gas properties in Zavala  County,  Texas
          for  $2,300,000,  including  $3,266  in cash paid by the  Company  and
          200,000 shares of the Company's common stock; and, acquire  additional
          interests in the Madisonville Field, Texas, including the release of a
          15% net  profits  interest  by a  former  lender,  for  $368,289.  The
          remaining  $402,000  was used for costs  associated  with  closing the
          loan.  The  loan is  secured  by  substantially  all of the  Company's
          interests in oil and gas properties, bears interest at prime plus 3.5%
          and  matures  May 29,  2004.  Monthly  payments  as to  principal  and
          interest  are  from  an  85%  net  revenue  interest  in  the  secured
          properties.  The lender retains a 7% overriding  royalty interest with
          payments commencing after the loan is paid in full.

                                       7
<PAGE>


6.       As a result of the April 2000  Financing,  the Company  entered into an
         agreement  with the energy  lender,  commencing in May 2000, to hedge a
         portion  of its 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. As a
         result of this agreement,  the Company  realized a loss of $183,659 for
         the  three-month  period ended June 30, 2000,  which is included in oil
         and gas sales.

                                       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 primarily engaged
in the  acquisition,  development,  exploitation,  exploration and production of
crude oil and natural gas. The Company is focused on increasing  production from
its existing oil and gas properties,  acquiring  additional interests in oil and
gas properties and the further exploitation,  exploration and development of its
oil and gas assets.  The Company's 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  consisting  of fees  earned  from  other  working
          interest owners for operating oil and gas properties; and,

     3.   Well  servicing  revenues that are earnings from the operation of well
          servicing equipment under contract to third party operators.

Results of Operations
---------------------

             The factors which most  significantly  affect the Company's 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 June 30, 2000 compared to Three Month Period Ended June
30, 1999.

Revenues

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
for the first  quarter  increased  432% from  $363,100 in 1999 to  $1,930,100 in
2000.  This  was  due to  increased  oil  and gas  production  from  development
projects, higher oil and gas prices, and acquisitions of additional properties.

         Well  Servicing  Revenues.  Revenues  from  well  servicing  operations
increased by 512% from $15,900 in 1999 to $97,300 in 2000. This increase was due
to higher rig utilization on operated  properties  where the Company has working
interest partners and increased work for third parties.

         Operating  Overhead and Other  Income.  Revenues  from the operating of
properties increased 240% from $28,400 in 1999 to $96,700 in 2000. This increase
was due to a larger operation of wells for other working interest owners.

Costs and Expenses

         Lease Operating Expenses.  Lease operating expenses increased 206% from
$244,300 in 1999 to  $746,700 in 2000,  due to the  acquisitions  of  additional
properties,  expanded  oil and gas  production,  and the costs  related  to such
production.
                                       9
<PAGE>
         Cost of Well Servicing  Operations.  Well servicing  expenses increased
148%  from  $38,600  in 1999 to  $95,900  in 2000.  This was due to  higher  rig
utilization  on operated  properties  where the  Company  has  working  interest
partners and increased work for third parties.

         Depreciation,  Depletion and Amortization  (DD&A).  DD&A increased 165%
from  $112,800  in  1999  to  $299,400  in  2000,  due to  significantly  higher
production   resulting  from  successful   field   development   activities  and
acquisitions.

     General and Administrative  (G&A) Expenses.  G&A expenses decreased 35% for
the  period  from  $579,800  in  1999 to  $377,800  in  2000.  The  Company  had
non-recurring   expenses  in  1999  consisting  of  costs  associated  with  the
consolidation  of its offices to Houston and non-cash  charges of  approximately
$114,000 related to the issuance of stock and warrants.

         Interest Expense. Interest expense increased 148% from $217,100 in 1999
to  $538,900  in  2000,  due to  interest  on debt  associated  with  additional
acquisitions and higher borrowing rates.

Six-Month Period Ended June 30, 2000 compared to Six-Month Period Ended June 30,
1999.

Revenues

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
for the period  increased 498% from $573,700 in 1999 to $3,430,600 in 2000. This
was due to increased oil and gas production from  development  projects,  higher
oil and gas prices, and acquisitions of additional properties.

         Well  Servicing  Revenues.  Revenues  from  well  servicing  operations
increased  by 294% from $43,500 in 1999 to $171,300 in 2000.  This  increase was
due to higher rig  utilization  on  operated  properties  where the  Company has
working interest partners and increased work for third parties.

         Operating  Overhead and Other  Income.  Revenues  from the operating of
properties  increased  122%  from  $63,500  in 1999 to  $140,700  in 2000.  This
increase  was due to a larger  operation  of wells  for other  working  interest
owners.

Costs and Expenses

         Lease Operating Expenses.  Lease operating expenses increased 194% from
$482,800 in 1999 to $1,420,600 in 2000,  due to the  acquisitions  of additional
properties,  expanded  oil and gas  production,  and the costs  related  to such
production.

         Cost of Well Servicing  Operations.  Well servicing  expenses increased
117% from  $84,300  in 1999 to  $183,300  in 2000.  This was due to  higher  rig
utilization  on operated  properties  where the  Company  has  working  interest
partners and increased work for third parties.

         Depreciation,  Depletion and Amortization  (DD&A).  DD&A increased 115%
from  $223,500  in  1999  to  $481,400  in  2000,  due to  significantly  higher
production   resulting  from  successful   field   development   activities  and
acquisitions.

     General and Administrative  (G&A) Expenses.  G&A expenses decreased 29% for
the  period  from  $1,044,000  in 1999 to  $744,700  in 2000.  The  Company  had
non-recurring   expenses  in  1999  consisting  of  costs  associated  with  the
consolidation  of its offices to Houston and non-cash  charges of  approximately
$211,000 related to the issuance of stock and warrants.

                                       10
<PAGE>
         Interest Expense. Interest expense increased 120% from $419,600 in 1999
to  $922,200  in  2000,  due to  interest  on debt  associated  with  additional
acquisitions and higher borrowing rates.

Financial Condition and Capital Resources
-----------------------------------------

         Management  has defined a tactical and  strategic  business plan to (1)
use its  existing  assets to achieve and  sustain  positive  cash flow,  and (2)
identify and evaluate  additional  development and acquisition  opportunities to
further  grow the  Company.  Following  are  steps  management  has taken and is
proceeding with as part of its business plan:

         The April 2000 Financing provided the Company $19,302,000 in financing,
of which  $12,900,000  was  funded  at  closing.  An  additional  $6,000,000  in
development  capital will be funded for  development  projects on the  Company's
existing  properties,  as  identified by the Company and approved by the lender.
The proceeds  funded at closing  were used to retire  existing  debt,  including
accrued  interest,  of  $10,234,977;  acquire oil and gas  properties  in Zavala
County,  Texas for $2,300,000,  including $3,266 in cash paid by the Company and
200,000 shares of the Company's common stock; and, acquire additional  interests
in the  Madisonville  Field,  Texas,  including the release of a 15% net profits
interest by a former lender,  for $368,289.  The remaining $402,000 was used for
costs associated with closing the loan. The loan is secured by substantially all
of the Company's  interests in oil and gas  properties,  bears interest at prime
plus 3.5% and  matures  May 29,  2004.  Monthly  payments  as to  principal  and
interest  are from an 85% net revenue  interest in the secured  properties.  The
lender retains a 7% overriding  royalty interest with payments  commencing after
the loan is paid in full.

         The Company is proceeding with its development plan to be funded by the
April 2000 Financing.  This plan should  significantly  increase  production and
allow the Company to meet its debt  obligations  and attain  additional  growth.
However,  adverse  changes in prices of oil and gas and/or the  inability of the
Company to continue to raise the money  necessary  to further  develop  existing
reserves or acquire new reserves could have a severe impact on the Company.

         In a subsequent event, the Company plans to complete an ongoing private
offering,  with the sale of 1,000,000 shares of its common stock for proceeds of
$750,000.  The proceeds will be used for the conversion of debt, working capital
and development capital.

                                       11
<PAGE>
                           PART II. OTHER INFORMATION

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

                  The annual meeting of  shareholders  was held on May 25, 2000,
         at which  the only  matter  submitted  to a vote  was the  election  of
         directors.  Seven  candidates were presented by the Board of Directors:
         Anthony P. Towell, J. Virgil Waggoner, John E. Loehr, Marshall A. Smith
         III,  Thomas R.  Kaetzer,  Jim C. Bigham and Steven M.  Morris.  Of the
         16,645,336  outstanding  shares of common stock,  there were 15,240,502
         (91.6%) present, in person or by proxy, and entitled to be voted at the
         meeting.  15,224,087  votes  were  cast  for each of the  nominees  for
         director  (except  for Mr.  Bigham for whom 400 votes  were  withheld),
         which, in all cases, was more than a majority of the shares represented
         at the meeting.  All seven  candidates  were  declared duly and validly
         elected members of the Board of Directors, each to serve until the next
         annual meeting of  shareholders  or until his respective  successor has
         been elected and qualified.

ITEM 5.  OTHER INFORMATION
------   -----------------

                  Effective   March  31,  2000,  the  Company   entered  into  a
         Registration   Rights   Agreement  with  a  director  and   significant
         shareholder,  pursuant to which the  Company  granted  one-time  demand
         registration  rights for up to 5,000,000 shares previously  acquired by
         the  shareholder in exchange for conversion of $750,000 debt to 500,000
         shares of common stock.

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

         (a)      Exhibits -

               Number   Description

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

               *3.2     Bylaws of the Registrant.

               #10.1    GulfWest   Oil   Company   1994   Stock   Option  and
                           Compensation  Plan,  amended and restated as of April
                           15, 1998 and approved by the  shareholders on May 28,
                           1998.
                  ---------------

               *        Previously filed with the Company's Registration
                        Statement (on Form S-1, Reg. No. 33-53526),
                        filed with the Commission on October 21, 1992.
               #        Previously filed with the Company's  Definitive Proxy
                           Statement  dated  April  24,  1998,  filed  with  the
                           Commission on April 24, 1998.

         (b)      Form 8-K -

                  Current Report on Form 8-K dated April 5, 2000, filed with the
                  Commission on April 5, 2000.


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<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 9, 2000                    By: /s/ Thomas R. Kaetzer
                                             -----------------------
                                             Thomas R. Kaetzer
                                             President

Date:  August 9, 2000                    By: /s/ Jim C. Bigham
                                             -----------------------
                                             Jim C. Bigham
                                             Executive Vice President
                                             and Secretary

Date:  August 9, 2000                    By: /s/ Richard L. Creel
                                             -----------------------

                                             Richard L. Creel
                                             Vice President of Finance


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