FORM 10-Q/A

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

                  For the quarterly period ended June 30, 1997

                                       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.)

              2644 Sherwood Forest Plaza
              Suite 229
              Baton Rouge, Louisiana                        70816
           (Address of principle executive offices)      (zip code)

                                 (504) 293-1100
              (Registrant's telephone number, including area code)


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

                           NO                        YES  X  

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of the latest  practicable date, August 14, 1997, was 1,753,428 shares
of Class A Common Stock, $.001 par value.





<PAGE>


     This  Quarterly  Report on Form  10-Q/A is intended to amend and restate in
their  entirety the following  items of the Company's  Quarterly  Report on Form
10-Q for the period ended June 30, 1997 to ensure that the information contained
in the report is true,  accurate  and  complete  as of the date of the filing of
this Quarterly Report on Form 10-Q/A, April 8, 1998:

 Part I:           Financial Information

 Item 1.           Financial Statements
                   Consolidated Statements of Operations-for the three months
                      and six months ended June 30, 1997, and 1996
                   Consolidated Statements of Cash Flows-for the six
                      months ended June 30, 1997, and 1996
                   Notes to Consolidated Financial Statements

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


     The above  items have been  amended to give effect to (1)  Preferred  Stock
dividend  requirements,  (2) the  elimination  of revenues and expenses of VanCo
Well Service, Inc., a subsidiary of the Company,  attributable to work performed
for other  subsidiaries  of the Company,  (3) eliminate  the  Company's  Working
Interest share of overhead and truck income related to the operations of its oil
and gas  properties,  and (4)  eliminate  interest  income  from  the  Company's
investment in a partnership  generated from the Company's  indebtedness  to that
partnership.

     All other  information in the report  remains as previously  filed with the
Commission in the Company's  Quarterly  Report on Form 10-Q for the period ended
June 30, 1997 and is incorporated by reference herein.

<PAGE>


<TABLE>


                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                  JUNE 30, 1997
<CAPTION>


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

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, June 30, 1997,
                   and December 31, 1996                                                             3
                  Consolidated Statements of Operations-for the three months
                    and six months ended June 30, 1997, and 1996                                     5
                  Consolidated Statements of Cash Flows-for the six
                    months ended June 30, 1997, and 1996                                             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                                                                 None

Signatures                                                                                          11

</TABLE>




















                                        2
<PAGE>

                          PART I. FINANCIAL INFORMATION



<TABLE>

ITEM 1.           FINANCIAL STATEMENTS.

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)

 
<CAPTION>
                                                                                                June 30,       December 31,
                                                                                                  1997             1996       

                                     ASSETS
<S>                                                                                        <C>               <C>   

Current Assets:
  Cash and Cash Equivalents                                                                  $    251,944      $    84,477
  Accounts Receivable - Trade, Net of Allowance for Doubtful
     Accounts of -0- in 1997 and 1996                                                             671,312          612,439
  Prepaid Expenses                                                                                 67,719            2,343
  Notes Receivable                                                                                100,000              -     

    Total Current Assets                                                                        1,090,975          699,259

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                          109,234           37,910
  Developed Properties                                                                         16,074,524       14,823,561

Other Property and Equipment                                                                    1,033,528          735,507

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                           (1,801,193)      (1,249,472)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                             15,416,093       14,347,506 

Long-Term Accounts and Notes Receivable -
   Related Party, Net of Allowance for Doubtful Accounts
      of $446,948 in 1997 and 1996                                                                 22,367          112,659

    Total Assets                                                                              $16,529,435      $15,159,424

</TABLE>





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

                                        3
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)


<CAPTION>

                                                                                                June 30,       December 31,
                                                                                                 1997              1996      

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                          <C>             <C>   
Current Liabilities:
  Accounts Payable - Trade                                                                    $   882,696      $ 1,018,419
  Accrued Expenses                                                                                212,986          156,663
  Current Portion of Long-Term Debt                                                             2,903,813        1,702,208 

    Total Current Liabilities                                                                   3,999,495        2,877,290

Long-Term Debt, Net of Current Portion                                                          8,593,047        8,352,941
Long-Term Debt, Related Parties                                                                   325,000          525,000

    Total Long-Term Debt                                                                        8,918,047        8,877,941


Commitments and Contingencies                                                                       -                -


Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 5,065 and 4,621 shares Issued and Outstanding
    In 1997 and 1996, respectively                                                                     51               46
  Common Stock, Par Value at $.001, 20,000,000 Shares
     Authorized, 1,753,428 and 1,611,154  Shares Issued and Outstanding
     in 1997 and 1996, respectively                                                                 1,753            1,611
  Additional Paid-in Capital                                                                    7,341,176        6,909,092
  Retained Deficit                                                                             (3,731,087)      (3,506,556)

    Total Stockholders' Equity                                                                  3,611,893        3,404,193

    Total Liabilities and Stockholders'
      Equity                                                                                  $16,529,435      $15,159,424

</TABLE>




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

                                        4
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>

                                                                    Three Months                         Six Months
                                                                   Ended June 30,                       Ended June 30,
                                                                 1997               1996            1997              1996    
<S>                                                         <C>                <C>              <C>               <C>    

Revenues:
  Oil and Gas Sales                                           $ 1,056,002       $   272,090      $ 2,210,623       $   474,597
  Gathering System Income                                            -                1,768             -                2,971
  Well Servicing Revenues                                          46,786              -             119,841              -
  Operating Overhead and Other Income                              40,010            44,096          117,056            82,441

    Total Revenues                                              1,142,798           317,954        2,447,520           560,009

Costs and Expenses:
  Lease Operating Expenses                                        425,093           116,795          822,179           211,177
  Cost of Well Servicing Operations                                41,649              -              86,240              -
  Depreciation and Depletion                                      318,953            91,538          551,721           181,752
  Lease Abandonments                                                 -               77,518             -               85,696
  General and Administrative                                      345,911           236,784          657,550           458,508
 
    Total Costs and Expenses                                    1,131,606           522,635        2,117,690           937,133

Income (Loss) From Operations                                      11,192          (204,681)         329,830          (377,124)

Other Income and Expense:
  Interest Income                                                     143               332              441               332
  Interest Expense                                               (250,143)          (47,587)        (483,057)         (100,278)

    Total Other Income and Expense                               (250,000)          (47,255)        (482,616)          (99,946)

Net Income (Loss) Before Taxes                                   (238,808)         (251,936)        (152,786)         (477,070)

Income Tax Provision                                                 -                 -                -                 -    

Net (Loss)                                                       (238,808)         (251,936)        (152,786)         (477,070)

Preferred Stock Dividend Requirement                              (59,929)             -            (150,061)             -      

Net (Loss) to Common Shareholders                             $  (298,737)      $  (251,936)     $  (302,847)      $  (477,070)

(Loss) Per Share                                              $      (.17)      $      (.23)     $      (.18)      $      (.44)

Weighted Average Number of Shares                               1,735,669         1,098,644        1,695,551         1,092,681
</TABLE>

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

                                        5
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (UNAUDITED)

<CAPTION>

                                                                                                      1997              1996     
<S>                                                                                            <C>               <C>   
Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                              $  (152,786)      $  (477,070)

  Adjustments to Reconcile Net Income (Loss) to Net
     Cash Provided (Used) by Operating Activities:
      Depreciation, Depletion, and Amortization                                                      551,72 1          181,752
      Lease Abandonments                                                                                -               85,696
      Common Stock Options and Warrants Issued
         and Charged to Earnings                                                                      20,000              -
      (Increase) in Accounts Receivable - Other, Net                                                 (58,873)          (56,339)
      (Increase) Decrease in Prepaid Expenses                                                        (65,376)           10,730
      Increase (Decrease) in Accounts Payable - Other                                               (135,723)           96,556
      Increase (Decrease) in Accrued Expenses                                                         56,323            (8,234)

        Net Cash Provided (Used) By Operating Activities                                             215,286          (166,909)

Cash Flows Provided (Used) By Investing Activities:
  Purchase of Oil and Gas Properties                                                              (1,322,287)         (412,279)
  Purchase of Equipment                                                                             (298,021)          (33,440)

        Net Cash Provided (Used) By Investing Activities                                          (1,620,308)         (445,719)

Cash Provided (Used) By Financing Activities:
  Amortization Prepaid Interest                                                                         -               16,667
  (Increase) Decrease in Accounts and Notes Receivable - Related Party                                90,292           (31,245)
  (Increase) in Notes Receivable                                                                    (100,000)             -
  (Payments) on Notes Payable - Related Parties                                                     (200,000)          (23,668)
  Proceeds From Notes Payable - Other                                                              2,452,083           122,875
  (Payment) on Debt                                                                               (1,010,372)         (173,471)
   Proceeds From Sale of Common and Preferred Stock                                                  412,231           881,675
   (Payment) of Dividends                                                                            (71,745)             -     
 
        Net Cash Provided (Used) By Financing Activities                                           1,572,489           792,833

Increase (Decrease) in Cash and Cash Equivalents                                                     167,467           180,205

Cash and Cash Equivalents, Beginning of Period                                                        84,477            10,548

Cash and Cash Equivalents, End of Period                                                         $   251,944       $   190,753

Cash Interest Paid                                                                               $   205,167       $    82,734
</TABLE>

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

                                        6


<PAGE>


                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1997 AND 1996
                                   (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.  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.   Loss per share has been computed based upon the weighted  average number of
     common  shares  outstanding.  Loss per share for the three  months  and six
     months  ended  June 30,  1997 was  computed  by  adjusting  the net loss to
     reflect the computed  preferred  dividends  divided by the weighted average
     shares outstanding at June 30, 1997. Preferred dividends were in arrears in
     the aggregate amount of $59,929 as of June 30, 1997.

                                        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.

During the fourth quarter of 1996, the Company  acquired  significant  producing
oil  properties  with proved  reserves from an unrelated  entity in two separate
transactions. In the first transaction ("Phase I"), the Company acquired various
properties for $3,000,000.  In the second transaction  ("Phase II"), the Company
acquired various properties for $7,654,000. The Company's subsidiary, WestCo Oil
Company ("WestCo") is the operator of the acquired properties.


Results of Operations

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

Three-Month Period Ended June 30, 1997 compared to Three Month Period Ended June
30, 1996.

Oil and gas sales for the second  quarter  increased  from  $272,090  in 1996 to
$1,056,002  in 1997,  due to the addition of the Phase I and Phase II properties
during  the  fourth  quarter  of 1996.  Well  servicing  revenues  for 1997 were
generated by the Company's subsidiary,  VanCo Well Service, Inc. ("VanCo") which
commenced  operations in September  1996.  Revenues from operating  overhead and
other income for 1997 decreased from $44,096 to $40,000 and included  management
fees, rentals and saltwater disposal fees.

Lease   operating   expenses,   depreciation   and  depletion  and  general  and
administrative expenses increased for the period in 1997 due to the acquisitions
of the additional  properties  discussed  above and the associated  expansion of
operations.

Interest  expense for the second quarter of 1997 compared to 1996 increased from
$47,600  to  $250,100  due to  borrowing  costs  related to the  acquisition  of
additional oil properties and other debt incurred during the year to finance the
Company's operations. Also included is a non-cash expense of $10,000 for options
issued to a  non-related  third  party who  guaranteed  a  $2,000,000  revolving
line-of-credit.

Six-Month Period Ended June 30, 1997 compared to Six Month Period Ended June 30,
1996.

Oil and gas  revenues  increased by  $1,736,026  in the first six months of 1997
compared to the same  period in 1996 due to the  acquisition  of the  additional
properties  previously  discussed above. The Company contributed its interest in
the  gathering  system  in  exchange  for  working  interests  in  wells  in the
Madisonville Field, therefore, there was no gathering system income for the 1997
period.



                                        8
<PAGE>

The Company  generated  $117,100 in revenues from the  management of oil and gas
wells,  rentals and  saltwater  disposal  fees  compared to  management  fees of
$82,441 for the same period in 1996.

Costs and expenses,  including interest expense, all increased significantly for
the period in 1997 compared to 1996, due to the additional  properties  acquired
and financed in the fourth quarter of 1996.

VanCo  commenced  operations in September  1996,  therefore,  there were no well
servicing revenues and expenses for the period in 1996.


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.  Utilizing  independently
prepared petroleum  engineering  reports and expected average prices for oil and
gas of $18 per barrel and $2 per MCF, respectively,  for 1997 (both prices lower
than existed at December 31, 1996),  management  estimates the Company will have
sufficient  cash flows from  operations  to fund debt  service  obligations  and
preferred stock dividend obligations as they become due.

On  January  7,  1997,   the  Company   established   a   $2,000,000   revolving
line-of-credit with a banking institution,  with part of the proceeds to be used
for payment of  short-term  notes  incurred  with  acquisitions  made during the
fourth quarter of 1996. The  line-of-credit  is guaranteed by an unrelated third
party in exchange for options to purchase 250,000 shares of the Company's Common
Stock at an exercise price of $2.88 per share. The Company used the Black-Sholes
option  pricing  model to estimate the fair value of the options  resulting in a
$40,000 non-cash interest expense amortized over one year, with $10,000 recorded
each quarter.

In a  subsequent  event,  on July 2,  1997,  the  revolving  line-of-credit  was
increased to $2,750,000  with the additional  funds to be used for  acquisitions
and further enhancements of the West Texas properties.  The guarantor was issued
additional  options to purchase  100,000 shares of the Company's Common Stock at
an exercise price of $2.56 per share.

Management is currently  negotiating  with 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.

Management  will  continue an aggressive  acquisition  strategy with a target of
$20,000,000 in additional  properties  during 1997, and continues to explore the
possibilities of issuing more preferred or common shares as the market allows to
fund such  acquisitions.  On April 2, 1997, the Company  entered into a Purchase
and Sale  Agreement  to  acquire  oil and gas  properties  ("Phase  III")  for a
purchase price of $4,700,000, to be funded by bank financing of $3,600,000, with
a balance to be paid in cash and through a production net profits interest under
certain terms and conditions. The Company is presently negotiating with a credit
facility for a long-term loan in order to  consolidate  the debt incurred by the
Company as part of the Phase I and II  purchases  and to  finance  the Phase III
purchase.





                                        9
<PAGE>

On April 23, 1997, the $500,000  principal and $8,329 in unpaid  interest (since
February 28, 1997) on the Company's subordinated  promissory notes was to be due
and payable.  The note holders of $475,000 in principal agreed to extend the due
date of their  notes to April 23,  1998,  in exchange  for  warrants to purchase
47,500  shares of the Company's  Common Stock at an exercise  price of $3.25 per
share and the  extension  of the  expiration  date to April 23, 1998 on warrants
they hold to purchase  47,500  shares of Common  Stock at an  exercise  price of
$5.00 per share. The note holders also agreed to exercise  warrants they hold to
purchase  47,500 shares of Common Stock at an exercise price of $0.50 per share,
with proceeds to the Company of $23,750.

Although management believes the above actions will provide the Company with the
means to remain cash flow positive,  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>



                                   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: April 8, 1998                              By: /s/ Jim C. Bigham  
                                                     Jim C. Bigham
                                                     Executive Vice President
                                                     and Secretary


Date: April 8, 1998                              By: /s/ John E. Loehr 
                                                     John E. Loehr
                                                     Chief Financial Officer



                                       11