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                                  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, 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
(State or other jurisdiction                                    87-0444770
     of incorporation)                                         (IRS Employer
                                                             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, May 13, 2004, was 18,492,541 shares of
Class A Common Stock, $.001 par value.

                              GULFWEST ENERGY INC.

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 2004

                                                                     Page of
                                                                    Form 10-Q
                                                                    ---------

Part I: Financial Statements

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

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk      11

Item 4. Controls and Procedures                                         11

Part II: Other Information

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

Item 6. Exhibits and Reports on 8-K                                     12

Signatures                                                              13
                                       2

                          PART I. FINANCIAL INFORMATION

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

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

                                     ASSETS

                                                                      March 31,             December 31,
                                                                        2004                    2003
                                                                     (Unaudited)              (Audited)
                                                                 --------------------    --------------------

CURRENT ASSETS
     Cash and cash equivalents                                   $           238,102     $           483,618
     Accounts receivable - trade, net of allowance
          for doubtful accounts of $-0- in 2004 and 2003                   1,369,190               1,099,802
     Prepaid expenses                                                        396,221                 159,269
                                                                 --------------------    --------------------
               Total current assets                                        2,003,513               1,742,689
                                                                 --------------------    --------------------

OIL AND GAS PROPERTIES,
     using the successful efforts method of accounting                    58,556,968              58,472,886

OTHER PROPERTY AND EQUIPMENT                                               2,132,220               2,132,220
     Less accumulated depreciation, depletion and
          Amortization                                                   (10,409,872)            (10,017,931)
                                                                 --------------------    --------------------

     Net oil and gas properties and other property and
          Equipment                                                       50,279,316              50,587,175
                                                                 --------------------    --------------------

OTHER ASSETS
     Deposits                                                                 20,142                  20,142
     Debt issue cost, net                                                     31,507                  78,768
                                                                 --------------------    --------------------
               Total other assets                                             51,649                  98,910
                                                                 --------------------    --------------------

TOTAL ASSETS                                                     $        52,334,478     $        52,428,774
                                                                 ====================    ====================

The Notes to Consolidated Financial Statements are an integral part of these statements.
                                       3

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                               March 31,             December 31,
                                                                                 2004                    2003
                                                                              (Unaudited)              (Audited)
                                                                          --------------------    --------------------
CURRENT LIABILITES
Notes payable                                                             $      8,782,165        $      8,182,165
Notes payable - related parties                                                  1,540,000               1,465,000
Current portion of long-term debt                                               29,340,799              29,396,092
Current portion of long-term debt - related parties                                125,878                 130,152
Accounts payable - trade                                                         4,765,429               5,002,675
Accrued expenses                                                                   515,244                 443,568
                                                                          --------------------    --------------------
Total current liabilities                                                       45,069,515              44,619,652
                                                                          --------------------    --------------------

NONCURRENT LIABILITIES
  Long-term debt, net of current portion                                            27,759                  35,801
  Asset retirement obligations                                                   1,377,564               1,357,206
                                                                          --------------------    --------------------
           Total noncurrent liabilities                                          1,405,323               1,393,007
                                                                          --------------------    --------------------

OTHER LIABILITES
  Derivative instruments                                                           303,620                 591,467
                                                                          --------------------    --------------------
       Total Liabilities                                                        46,778,458              46,604,126
                                                                          --------------------    --------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock                                                                        190                     190
Common stock                                                                        18,493                  18,493
Additional paid-in capital                                                      29,283,692              29,283,692
Retained deficit                                                               (23,746,355)            (23,477,727)
                                                                          --------------------    --------------------
Total stockholders' equity                                                       5,556,020               5,824,648
                                                                          --------------------    --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $     52,334,478        $     52,428,774
                                                                          ====================    ====================

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

                                       4

                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                                              2004                   2003
                                                                       -------------------    --------------------

OPERATING REVENUES
  Oil and gas sales                                                     $     2,500,640        $      3,204,863
  Operating overhead and other income                                            38,089                  45,740
                                                                       -------------------    --------------------
          Total Operating Revenues                                            2,538,729               3,250,603
                                                                       -------------------    --------------------

OPERATING EXPENSES
  Lease operating expenses                                                    1,314,284               1,369,935
  Depreciation, depletion and amortization                                      439,202                 603,944
  Accretion expense                                                              20,358
  General administrative                                                        401,192                 414,041
                                                                       -------------------    --------------------
          Total Operating Expenses
                                                                              2,175,036               2,387,920
                                                                       -------------------    --------------------

INCOME FROM OPERATIONS                                                          363,693                 862,683
                                                                       -------------------    --------------------

OTHER INCOME AND EXPENSE
     Interest expense                                                          (920,168)              (760,880)
     Unrealized gain (loss) on derivative instruments                           287,847                 18,856
                                                                       -------------------    --------------------
          Total Other Income and (Expense)                                     (632,321)              (742,024)
                                                                       ------------------- -- --------------------

INCOME (LOSS) BEFORE INCOME TAXES                                              (268,628)               120,659

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

NET INCOME (LOSS)                                                               (268,628)              120,659

DIVIDENDS ON PREFERRED STOCK (Paid 2004 - 0; Paid 2003 - 0)                      (34,375)
                                                                       -------------------    --------------------

NET INCOME (LOSS) AVAILABE TO COMMON SHAREHOLDERS                      $        (303,003)     $        120,659
                                                                       ===================    ====================

NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED                         $            (.02)     $           0.01
                                                                       ===================    ====================

The Notes to Consolidated Financial Statements are an integral part of these statements.
                                      5
                                     
                              GULFWEST ENERGY INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                                                     2004                   2003
                                                                              -------------------    --------------------
                                                                              -------------------    --------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                             $      (268,628)       $        120,659
Adjustments to reconcile net income (loss) to net cash
  Provided by operating activities:
    Depreciation, depletion and amortization
                                                                                      439,202                 603,944
    Accretion expense                                                                  20,358
    Common stock and warrants issued and charged to operations                                                 25,500
    Note payable issued and charged to interest                                        61,046
    Unrealized gain on derivative instruments
                                                                                     (287,847)                (18,856)
    (Increase) decrease in accounts receivable - trade, net                          (269,388)               (688,860)
    (Increase) decrease in prepaid expenses                                          (236,952)                 54,744
     Increase in accounts payable and accrued expenses                                373,384                 101,882
                                                                              -------------------    --------------------
       Net  cash   provided  by  (used  in)   operating  activities                  (168,825)                199,013
                                                                              -------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                               (84,082)               (270,383)
                                                                              -------------------    --------------------
                 Net cash used in investing activities                                (84,082)               (270,383)
                                                                              -------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on debt                                                                (122,867)               (262,146)
     Proceeds from debt issuance                                                      130,258                 300,000
                                                                              -------------------    --------------------
                 Net cash provided by financing activities                              7,391                  37,854
                                                                              -------------------    --------------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                (245,516)                (33,516)

CASH AND CASH EQUIVALENTS,
     Beginning of period                                                              483,618                 687,694
                                                                              -------------------    --------------------

CASH AND CASH EQUIVALENTS,
     End of period                                                            $       238,102        $        654,178
                                                                              ===================    ====================

CASH PAID FOR INTEREST                                                        $       778,889        $        548,641
                                                                              ===================    ====================

The Notes to Consolidated Financial Statements are an integral part of these statements.
                                       6
                                     
                      GULFWEST ENERGY INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 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 cash flows of  GulfWest  Energy  Inc.  for the interim
     periods.  4. Non-cash  Investing and Financing  Activities During the three
     month period ended March 31, 2004, we issued a note payable for $600,000 in
     exchange  for an account  payable  for  $538,954  and  $61,046 in  interest
     expense was  recorded.  During the three month period ended March 31, 2003,
     we acquired  $48,224 of other property and equipment  through notes payable
     to  financial  institutions.  We also  acquired  $182,742 of oil  producing
     properties in exchange of accounts receivable from a related party. 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 the  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 a second
     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  and  September   2001  through   December  2003,
     respectively.  The agreement calls for initial volumes of 15,000 barrels of
     oil and 50,000 Mmbtu of gas per month,  declining monthly thereafter.  As a
     result of these agreements, we realized a reduction in revenues of $376,270
     for the three-month period ended March 31, 2004 and a reduction in revenues
     of $550,378  for the  three-month  period  ended March 31,  2003,  which is
     included in oil and gas sales.
                                       7

     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 our 2004 and 2003  financial
     statements.

     There  were  no  options  or  warrants   issued  as  stock-based   employee
     compensation in the three month period ended March 31, 2004 and 2003.

7.   As shown in the financial  statements,  we had a working capital deficiency
     of $43,066,002 at March 31, 2004 and $42,876,963 at December 31, 2003. This
     and other conditions raise  substantial doubt about our ability to continue
     as a going concern.
                                       8

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  exploration  of  those
properties,  and on acquiring  additional interests in 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.

     3.   Well  servicing  revenues that are earnings from the operation of well
          servicing  equipment  under  contract to other  operators.  During the
          period ended March 31, 2004,  we worked only for our own account.  The
          following is a discussion  of our  consolidated  financial  condition,
          results of operations,  financial condition and capital resources. You
          should  read this  discussion  in  conjunction  with our  Consolidated
          Financial Statements and the Notes thereto contained elsewhere herein.
          See "Financial Statements."

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 cost and  efficiency  of operating
our own properties, (4) depletion and depreciation of oil and gas property costs
and related equipment (5) the level of and interest rates on borrowings, (6) the
level and success of new  acquisitions  and development of existing  properties,
and (7) the adoption of changes in accounting rules.

     We  consider  depletion  and  depreciation  of oil and gas  properties  and
related  support  equipment  to be  critical  accounting  estimates,  based upon
estimates of oil and gas reserves.

     The  estimates  of oil and gas  reserves  utilized  in the  calculation  of
depletion  and   depreciation   are  estimated  in  accordance  with  guidelines
established  by  the  Securities  and  Exchange  Commission  and  the  Financial
Accounting  Standards  Board,  which require that reserve  estimates be prepared
under existing economic and operating conditions with no provision for price and
cost  escalations  over  prices  and  costs  existing  at year  end,  except  by
contractual arrangements.

     We emphasize that reserve estimates are inherently imprecise.  Accordingly,
the  estimates  are  expected  to change  as more  current  information  becomes
available.  Our policy is to amortize  capitalized oil and gas costs on the unit
of  production  method,  based upon these  reserve  estimates.  It is reasonably
possible the estimates of future cash inflows, future gross revenues, the amount
of oil  and gas  reserves,  the  remaining  estimated  lives  of the oil and gas
properties,  or any  combination of the above may be increased or reduced in the
near term. If reduced, the carrying amount of capitalized oil and gas properties
may be reduced materially in the near term.
                                       9

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

Three-Month  Period  Ended March 31, 2004  compared to Three Month  Period Ended
March 31, 2003.

Revenues

     Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas for
the first quarter  decreased 22% from  $3,204,900 in 2003 to $2,500,600 in 2004.
This was due to a decrease in oil and natural gas sales volumes. The lower sales
volumes were due to (1) the natural  decline in  production  from our Gulf Coast
fields;  (2) the  temporary  shut-in of some natural gas wells in the Grand Lake
and  Madisonville  Fields,  as a result of gas  compressor  and  sales  pipeline
maintenance and operational  changes;  and (3) the  non-availability  of capital
funds needed to restore  production in certain wells with  down-hole  mechanical
problems.

     Operating  Overhead  and  Other  Income.  Revenues  from  these  activities
decreased  17% from  $45,700  in 2003 to  38,100  in 2004,  due  primarily  to a
decrease  in sales  volumes  in fields  where we  transport  for  other  working
interest owners..

Costs and Expenses

     Lease  Operating  Expenses.  Lease  operating  expenses  decreased  4% from
$1,369,900 in 2003 to $1,314,300 in 2004.

     Depreciation, Depletion and Amortization (DD and A). DD and A decreased 27%
from $603,900 in 2003 to $439,200 in 2004 due to lower sales volumes.

     General  and  Administrative  (G  and  A)  Expenses.  Our G and A  expenses
decreased 3% from $414,000 in 2003 to 401,200 in 2004.

     Interest  Expense.  Interest expense increased 21% from $760,900 in 2003 to
920,200 in 2004,  primarily due to penalty  interest charged in January 2004, by
our largest debt holder..

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

     At March 31, 2004, our current  liabilities  exceeded our current assets by
$43,066,002.  We had a loss available to common shareholders of $303,003 for the
quarter compared to an income of $120,659 for the period in 2003.

     During the first quarter of 2004,  our sales volumes were 45,184 barrels of
crude oil and 253,756 Mcf of natural gas compared to 61,209 barrels of crude oil
and 317,547 Mcf of natural gas in the first  quarter of 2003.  Revenue for crude
oil sales for the quarter was  $1,263,863 in 2004 compared to $1,501,723 in 2003
and for natural gas sales was $1,236,777 in 2004 compared to $1,703,140 in 2003.

     In a  subsequent  event on April 27,  2004,  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.
                                       10

     Simultaneously,   our  wholly-owned  subsidiary,  GulfWest  Oil  &  Gas
Company,  completed  the  initial  phase of a private  offering  of its Series A
Preferred  Stock for  $3,900,000.  The Series A Preferred  Stock is exchangeable
four 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.

     Pursuant to an agreement  with a financial  advisor who provided  access to
the lender and raised $1,900,000 of the Series A preferred stock, we paid a cash
commission of $400,000, in addition to the $500,000 issued in Series A Preferred
Stock.  The advisors  contends that additional fees are due, however we disagree
and, at this time, do not know what the outcome of the disagreement will be.

     Of the $21,400,000  total cash raised,  we used $15,700,000 to pay existing
debt and $1,580,000 to pay fees and commissions,  leaving  $4,120,000  available
for capital expenditures and working capital.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------  ----------------------------------------------------------

     The following  market rate  disclosures  should be read in conjunction with
the  quantitative  disclosures  about  market risk  contained in our 2003 annual
report on Form 10-K, as well as with the consolidated  financial  statements and
notes thereto included in this quarterly report on Form 10-Q.

     All of our financial  instruments  are for purposes other than trading.  We
only enter derivative financial  instruments in conjunction with our oil and gas
hedging activities.

     Hypothetical  changes in interest rates and prices chosen for the following
stimulated   sensitivity  effects  are  considered  to  be  reasonably  possible
near-term changes generally based on consideration of past fluctuations for each
risk  category.  It is not  possible to  accurately  predict  future  changes in
interest rates and product prices.  Accordingly,  these hypothetical changes may
not be an indicator of probable future fluctuations.

Interest Rate Risk

     We are exposed to interest rate risk on debt with variable  interest rates.
At March 31, 2004, we carried variable rate debt of $38,577,592.  Assuming a one
percentage  point change at March 31, 2004 on our variable rate debt, the annual
pretax income would change by $385,776.

Commodity Price Risk

     We hedge a portion of price risks  associated  with our oil and natural gas
sales which are  classified  as  derivative  instruments.  As of March 31, 2004,
these  derivative  instruments'  liabilities  had a fair  value of  $303,620.  A
hypothetical  change in oil and gas  prices  could have an effect on oil and gas
futures  prices,  which are used to  estimate  the fair value of our  derivative
instrument.  However, it is not practicable to estimate the resultant change, if
any, in the fair value of our derivative instrument.

ITEM 4.  PROCEDURES AND CONTROLS
-------  -----------------------

     As of September 30, 2003, an evaluation was performed under the supervision
and  with  the  participation  of our  management,  including  the CEO and  Vice
President of Finance,  of the  effectiveness  of the design and operation of our
disclosure  controls and procedures.  Based on that evaluation,  our management,
including the CEO and Vice  President of Finance,  concluded that our disclosure
                                       11

controls and procedures were effective as of March 31, 2004.  There have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to March 31, 2004.

PART II.  OTHER INFORMATION
-------   -----------------

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

     No matter was submitted to a vote of our security  holders during the first
quarter.

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.
---------------

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

     (b)  Form 8-K - None.

                                   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:  May 13, 2004                      By: /s/ Thomas R. Kaetzer
                                         ---------------------------------
                                         Thomas R. Kaetzer
                                         President

Date:  May 13, 2004                      By: /s/ Jim C. Bigham
                                         ---------------------------------
                                         Jim C. Bigham
                                         Executive Vice President and Secretary

Date:  May 13, 2004                      By: /s/ Richard L. Creel
                                         ---------------------------------------
                                         Richard L. Creel
                                         Vice President of Finance
                                       12

                                 CERTIFICATIONS

I, Thomas R. Kaetzer, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of GulfWest Energy
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and
                                       i

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

         Date:  May 13, 2004

                                           /s/  Thomas R. Kaetzer
                                          -----------------------------------
                                          Thomas R. Kaetzer
                                          President and Chief Executive Officer
                                       ii

                                 CERTIFICATIONS

I, Richard L. Creel, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of GulfWest Energy
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and
                                     i

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

         Date:  May 13, 2004

                                            /s/  Richard L. Creel
                                            -----------------------------------
                                            Richard L. Creel
                                            Vice President of Finance

                                       ii

May 13, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002

In  connection  with the  accompanying  report on Form 10-Q for the period ended
March 31, 2004 and filed with the Securities and Exchange Commission on the date
hereof (the  "Report"),  We,  Thomas R.  Kaetzer,  President and CEO of GulfWest
Energy Inc. (the "Company"),  and Richard L. Creel, Vice President of Finance of
the Company hereby certify that:

     1. The report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

GulfWest Energy Inc.

/s/ Thomas R. Kaetzer
------------------------------------
By: Thomas R. Kaetzer
President and Chief Executive Officer

/s/ Richard L. Creel
------------------------------------
By: Richard L. Creel
Vice President of Finance
```