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, 1999

                                       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 N. Sam Houston Parkway E.
             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.

                           NO                        YES  X

     The number of shares  outstanding of each of the issuer's classes of common
stock,  as of the latest  practicable  date,  September 29, 1999, was 14,093,567
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
its entirety the following item of the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 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-10Q/A, October 6, 1999:

Part I:   Financial Information

Item 1.   Financial Statements
               Consolidated Statements of Operations-for the three months and
                    six months ended June 30, 1999 and 1998

     The above item has been amended to correct a mathematical error as follows:

     NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
      for the three months ended June 30, 1999 should read:  $(945,680)
      for the six months period ended June 30, 1999 should read:  ($(1,897,782)

     All other  information in the report  remains as previously  filed with the
Commission on October 1, 1999 in the Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1999 and is incorporated by reference herein.
<PAGE>

<TABLE>

                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                  JUNE 30, 1999
<CAPTION>


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

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, June 30, 1999,
                   and December 31, 1998                                                             3
                  Consolidated Statements of Operations-for the three months
                    and six months ended June 30, 1999, and 1998                                     5
                  Consolidated Statements of Cash Flows-for the six
                    months ended June 30, 1999, and 1998                                             6
                  Notes to Consolidated Financial Statements                                         7

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

Part II:          Other Information

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

Item 5.           Other Information                                                                  12

Item 6.           Exhibits and Reports on 8-K                                                        12

Signatures                                                                                           13
</TABLE>









                                        2
<PAGE>
<TABLE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)

                                     ASSETS
<CAPTION>

                                                                                                  June 30,             December 31,
                                                                                                    1999                   1998
                                                                                                ___________         _______________
<S>                                                                                           <C>                 <C>

CURRENT ASSETS:
  Cash and cash equivalents                                                                    $    295,867          $  204,307
  Accounts Receivable - trade, net of allowance for doubtful
     accounts of -0- in 1999 and 1998                                                               875,513             527,791
  Prepaid expenses                                                                                   82,363              74,961
  Inventory                                                                                           8,068              13,925
                                                                                                 __________            _________
    Total current assets                                                                          1,261,811             820,984
                                                                                                 __________            _________
OIL AND GAS PROPERTIES,
 using the successful efforts method of accounting:
  Undeveloped Properties                                                                            750,628             750,628
  Developed Properties                                                                            7,637,358           7,283,205
                                                                                                 __________           __________
                                                                                                  8,387,986           8,033,833

OTHER PROPERTY AND EQUIPMENT                                                                      1,480,901           1,406,987
   Less accumulated depreciation, depletion,
    and amortization                                                                             (2,565,607)         (2,411,755)
                                                                                                 ___________         ___________

    Net oil and gas properties and
      other property and equipment                                                                7,303,280           7,029,065
                                                                                                 ___________         ___________

DEPOSITS                                                                                             27,638              17,300
INVESTMENTS                                                                                         191,478             191,478
                                                                                                 ___________         ___________

TOTAL ASSETS                                                                                     $8,784,207          $8,058,827
                                                                                                 ___________         ___________
                                                                                                 ___________         ___________







     The Notes to  Consolidated  Financial  Statements  are an integral  part of
these statements.
</TABLE>

                                        3
<PAGE>
<TABLE>
                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>

                                                                                                    1999                 1998
                                                                                               ___________         ____________
<S>                                                                                         <C>                 <C>
CURRENT LIABILITIES
  Notes payable                                                                                $   562,000         $    487,000
  Notes payable - related parties                                                                1,150,000              950,000
  Current portion of long-term debt                                                              4,986,595            2,972,731
  Current portion of long-term debt - related parties                                              304,377              300,914
  Accounts payable - trade                                                                       1,330,437            1,406,131
  Accrued expenses                                                                                 491,163              442,617
                                                                                                 _________            _________

    Total current liabilities                                                                    8,824,572            6,559,393
                                                                                                 _________            _________

LONG-TERM DEBT, net of current portion                                                           1,495,533            3,120,245
                                                                                                 _________            _________

LONG-TERM DEBT -  RELATED PARTIES                                                                  374,629              281,126
                                                                                                 _________            _________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock                                                                                      143                  130
  Common stock                                                                                       3,461                3,113
  Additional paid-in capital                                                                    14,324,237           12,763,936
  Retained deficit                                                                             (16,085,894)         (14,516,642)
  Long-term accounts and notes receivable -
    related parties, net of allowance for doubtful accounts
    of $700,230 in 1999 and 1998                                                                  (152,474)            (152,474)
                                                                                                ___________          ___________

         Total stockholders' equity (deficit)                                                   (1,910,527)          (1,901,937)
                                                                                                ___________          ___________

 TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY (DEFICIT)                                                             $ 8,784,207           $8,058,827
                                                                                               ____________          ___________
                                                                                               ____________          ___________





     The Notes to  Consolidated  Financial  Statements  are an integral  part of
these statements.
</TABLE>

                                        4
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<CAPTION>

                                                                         Three Months                      Six Months
                                                                        Ended June 30,                   Ended June 30,
                                                              _______________________________       ________________________
                                                                 1999                 1998            1999           1998
                                                              ____________         __________       _________     ___________
<S>                                                        <C>                  <C>               <C>           <C>


OPERATING REVENUES
  Oil and gas sales                                           $   363,139         $   474,874      $  573,670     $ 1,153,133
  Marketing and Transportation                                     (1,612)                              6,490
  Well servicing revenues                                          15,884             180,000          43,491         307,522
  Operating overhead and other income                              29,977              53,630          56,978          88,599
                                                               ___________         ___________      _________      __________
                                                                  407,388             708,504         680,629       1,549,254
                                                               ___________         ___________      _________      __________

  Lease operating expenses                                        244,315             436,757         482,798         903,309
  Cost of well servicing operations                                38,572             170,912          84,257         288,841
  Depreciation, depletion and amortization                        112,802             263,300         223,508         562,263
  General and administrative                                      579,772             440,995       1,043,936         784,067
                                                               __________          ___________      _________      __________

                                                                  975,461           1,311,964       1,834,499       2,538,480
                                                               __________          ___________      _________      __________

LOSS FROM OPERATIONS                                             (568,073)           (603,460)     (1,153,870)       (989,226)
                                                               __________          ___________      __________     __________

OTHER INCOME AND EXPENSE
  Interest income                                                     145               6,497             173           6,525
  Interest expense                                               (217,084)           (390,639)       (419,625)       (702,132)
  Gain (loss) on sale of assets                                       180              (5,322)          5,082          (5,322)
                                                               ___________          __________     ___________

LOSS BEFORE INCOME TAXES                                         (784,832)           (992,924)     (1,568,240)     (1,690,155)

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

NET LOSS                                                         (784,832)           (992,924)     (1,568,240)     (1,690,155)

DIVIDENDS ON PREFERRED STOCK
   (PAID 1999 - $-0-; 1998 - $45,952)                          (160,848)            (62,155)       (329,542)       (124,366)
                                                               ___________           __________    ___________      __________

NET LOSS AVAILABLE TO COMMON
   SHAREHOLDERS                                                $ (937,087)        $(1,055,079)    $(1,871,900)    $(1,814,521)
                                                               ___________        _____________   ____________    ____________
                                                               ___________        _____________   ____________    ____________

LOSS PER COMMON SHARE -
   BASIC AND DILUTED                                           $     (.29)        $      (.58)    $      (.59)    $     (1.01)



     The Notes to  Consolidated  Financial  Statements  are an integral  part of
these statements.
</TABLE>


                                        5
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<CAPTION>


                                                                                                      1999              1998
                                                                                                  ____________      ____________
<S>                                                                                            <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                        $ (1,568,240)    $  (1,690,155)
  Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
         Depreciation, depletion, and amortization                                                     223,508           562,263
         Common stock and warrants issued and charged to operations                                    224,650            15,356
         (Gain) on sale of assets                                                                       (5,082)
         (Increase) decrease in accounts receivable - trade, net                                      (347,722)          267,093
         (Increase) decrease in inventory                                                                5,857
         (Increase) decrease in prepaid expenses                                                        (7,402)          (82,698)
         Increase (decrease) in accounts payable
              and accrued expenses                                                                     105,735           671,302
         Increase (decrease) in deposits                                                               (10,338)
                                                                                                    ___________      ____________

                  Net cash provided by (used in) operating activities                               (1,379,034)         (256,839)
                                                                                                    ___________      ____________

CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from sale of property and equipment                                                      21,430
      Purchase of property and equipment                                                              (522,046)       (1,253,035)
                                                                                                    ___________      ____________

                  Net cash in investing activities                                                    (500,616)       (1,253,035)
                                                                                                    ___________      ____________
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from sale of common stock, net                                                                            148,872
      Proceeds from subscription of common stock                                                       700,000
      Payments on debt                                                                                (179,990)       (8,836,799)
      Proceeds from debt issuance                                                                    1,451,200         9,526,785
      Dividends paid                                                                                                     (45,952)
                                                                                                    ___________       ___________

                  Net cash provided by financing activities                                          1,971,210           792,906
                                                                                                    ___________       ___________

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                        91,560          (716,968)

CASH AND CASH EQUIVALENTS, beginning of period                                                         204,307           626,519
                                                                                                    ___________      ____________

CASH AND CASH EQUIVALENTS, end of period                                                            $  295,867       $   (90,449)
                                                                                                    ___________      ____________
                                                                                                    ___________      ____________

CASH PAID FOR INTEREST                                                                              $  115,778       $   606,431
                                                                                                    ___________      ____________
                                                                                                    ___________      ____________
     The Notes to  Consolidated  Financial  Statements  are an integral  part of
these statements.
</TABLE>


                                        6
<PAGE>
                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 1999 AND 1998
                                   (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:  VanCo Well Service, Inc. ("VanCo"),  GulfWest Texas
Company ("GWT") both formed in 1996; DutchWest Oil Company  ("DutchWest") formed
in 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 Gas Marketing & Transportion, Inc. ("GWG") formed February 18, 1999 and
LTW Pipeline Co. ("LTW")  organized  April 19, 1999.  All material  intercompany
transactions  and balances are  eliminated  upon  consolidation.  The  financial
statements  also include the results of operations  for the first six months of
1998 for the  Company's  former  wholly-owned  subsidiaries:  WestCo Oil Company
("WestCo"),  formed in 1995 and sold  October  1,  1998;  and  GulfWest  Permian
("GulfWest Permian") formed in 1996 and sold October 1, 1998.

     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 Activities

     During the six month period ended June 30,1999, the Company exchanged other
equipment for the assumption of $7,975 of debt, converted deferred  compensation
of $47,883 to debt and converted debt of $550,000, along with $85,000 in accrued
interest, to common stock.  In addition, 15 shares of preferred stock, along
with $1,013 in accrued and unpaid dividends, were converted to 17,969 shares of
common stock.

     During the six month  period  ended June 30,  1998,  the Company  converted
$1,155,000  of debt,  $311,500  of  accounts  payable  and  $100,091  of accrued
expenses to common stock. In addition,  the Company  acquired  $2,937,105 in oil
and gas properties by issuing debt.

                                        7
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview

     GulfWest   is   primarily   engaged   in  the   acquisition,   development,
exploitation,  exploration and production of oil and natural gas. The Company is
focused on the  acquisition  of interests in wells and leases that are currently
producing  crude oil and natural gas and that have the  potential  for increased
production revenue and reserve value through further  exploitation,  exploration
and  development.  The Company's  gross  revenues are derived from the following
sources:

     1. Oil and gas sales that are proceeds from the sale of oil and natural gas
production to midstream purchasers;

     2. Marketing and transportation revenue consisting of income earned through
the ownership and operation of gathering systems and pipelines, which (1) gather
and transport  natural gas for a fixed fee, and (2) purchase and resell  natural
gas from properties operated by other producers;

     3. Operating overhead consisting of fees earned from other Working Interest
owners for operating oil and natural gas properties; and,

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

Results of Operations

     Effective October 1, 1998, the Company sold its stock ownership in a wholly
owned subsidiary,  GulfWest Permian.  GulfWest Permian's assets included Working
Interests in certain oil properties located on approximately 5,000 acres in five
(5) fields in Pecos,  Howard,  Sterling and Lynn Counties,  Texas with estimated
Proved  Reserves of  approximately  1.26 million  barrels of oil. The properties
were  burdened by  short-term  debt of  approximately  $9  million.  The sale of
GulfWest  Permian  relieved the Company of negative  cash flow of  approximately
$75,000 per month, after payment of lease operating  expenses,  capital expenses
and interest on the debt.

     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.


                                        8
<PAGE>

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

     Three Month Period Ended June 30, 1999 compared to Three Month Period Ended
June 30, 1998.

Revenues

     Oil and Gas Sales.  Revenues from oil and gas sales for the second  quarter
decreased  24% from  $474,900  in 1998 to $363,100 in 1999.  This  decrease  was
attributable to lower sales volumes as a result of the sale of GulfWest  Permian
and its oil assets,  effective  October 1, 1998. The average prices received for
production  during the period  increased  for oil from $11.26 per Bbl in 1998 to
$14.28 per Bbl in 1999 and for  natural  gas prices from an average of $1.76
per Mcf for 1998 to $2.17 per Mcf in 1999.

     Well Servicing Revenues.  Revenues from well servicing operations for third
parties  decreased 91% from $180,000 for the period in 1998 to $15,900 for 1999.
This decrease was due to management's decision to cease operating under contract
to third parties as a result of lower demand and increased insurance costs.

     Operating  Overhead  and  Other  Income.  Revenues  from the  operating  of
properties  decreased  44% from  $53,600 in 1998 to $30,000 in 1999,  due to the
sale of  GulfWest  Permian  and the  discontinuation  of  operations  in certain
fields.

Costs and Expenses

     Lease  Operating  Expenses.  Expenses  for the  period  decreased  44% from
$436,800 in 1998 to $244,300  in 1999,  due to the sale of GulfWest  Permian and
the Company's emphasis on reducing operating expenses.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 77%
from $170,900 in 1998 to $38,600 in 1999, due to the reduced  utilization of the
Company's equipment under contract to third parties.

     Depreciation,  Depletion and Amortization  (DD&A).  DD&A decreased 57% from
$263,300 in 1998 to $112,800 in 1999, due to lower  production after the sale of
GulfWest Permian.

     General and  Administrative  (G&A)  Expenses.  G&A  expenses for the period
increased  31% from  $441,000  in 1998 to  $579,800  in 1999,  due to a one-time
non-cash expense of $150,000 charged to earnings, as a result of the issuance of
employee  and director  stock  incentives  and 60,000  shares of common stock to
redeem warrants to purchase 684,000 shares of common stock.

     Interest  Expense.  Interest expense decreased 44% from $390,600 in 1998 to
$217,100  in 1999.  This  decrease  was due  primarily  to the sale of  GulfWest
Permian and the elimination of its related debt.

     Six-Month  Period  Ended June 30, 1999  compared to Six Month  Period Ended
June 30, 1998.

Revenues

     Oil and Gas Sales. Revenues from oil and gas sales for the period decreased
50% from $1,153,100 in 1998 to $573,700 in 1999. This decrease was  attributable
to lower sales  volumes as a result of the sale of GulfWest  Permian and its oil
assets,  effective  October 1, 1998. The average prices  received for production
during the period increased for oil from $11.26 per Bbl in 1998 to $12.00 per
Bbl in 1999 and for natural gas prices from an average of $1.76 per Mcf for 1998
to $1.90 per Mcf in 1999.


                                        9
<PAGE>

     Well Servicing  Revenues.  Revenues from well servcing operations for third
parties  86% from  $88,600  for the  period  in 1998 to  $57,000  in 1999.  This
decrease was due to  management's  decision to cease operating under contract to
third parties as a result of lower demand and increased insurance costs.

     Operating  Overhead  and  Other  Income.  Revenues  from the  operating  of
properties  decreased  36% from  $88,600 in 1998 to $57,000 in 1999,  due to the
sale of  GulfWest  Permian  and the  discontinuation  of  operations  in certain
fields.

Costs and Expenses

     Lease Operating  Expenses.  Expenses decreased 47% from $903,300 in 1998 to
$482,800 in 1999, due to the sale of GulfWest Permian and the Company's emphasis
on reducing operating expenses.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 71%
from $288,800 in 1998 to $84,300 in 1999, due to the reduced  utilization of the
Company's equipment under contract to third parties.

     Depreciation,  Depletion and Amortization  (DD&A).  DD&A decreased 60% from
$562,300 in 1998 to $223,500 in 1999, due to lower  production after the sale of
GulfWest Permian.

     General and Administrative  (G&A) Expenses.  G&A expenses increased 33% for
the  period  from  $784,100  in 1998 to  $1,044,000  in 1999,  due to a one-time
non-cash expense of $225,000 charged to earnings, as a result of the issuance of
employee  and director  stock  incentives  and 60,000  shares of common stock to
redeem warrants to purchase 684,000 shares of common stock.

     Interest  Expense.  Interest expense decreased 40% from $702,100 in 1998 to
$419,600 in 1999. This decrease was due to the sale of GulfWest  Permian and the
elimination of its related debt.

Financial Condition and Capital Resources

     At June 30, 1999, the Company's  current  liabilities  exceeded its current
assets by  $7,562,761  and the  Company  was  either  past due or in  default of
certain of its debt agreements. Further, the Company has experienced significant
recurring  net  losses.  Following  are  steps  management  has  taken  and  are
proceeding  with to move the  Company to  profitability  and cure any  remaining
defaults on debt agreements:

     - First,  the Company  sold its  subsidiary,  GulfWest  Permian;  this sale
eliminated  a very  significant  portion  of its debt  which  was tied to older,
higher cost oil  production.  The Company is now proceeding to  restructure  its
long term debt.

     - Second, at the same time GulfWest Permian was sold, management decided to
sell the old operating  company,  WestCo,  bring in a new operating team, SETEX,
with consolidated offices in Houston, and focus more on natural gas reserves and
production.

     - Third, since December 31, 1998, the Company has raised working capital to
meet its immediate  obligations and began to enhance  production.  A director of
the Company  purchased  $635,000 of Series BB Preferred  Stock and subscribed to
purchase  $3,000,000 of Common Stock,  $700,00 of which the Company had received
at June 30, 1999 and  $1,500,000  of which the Company had received at September
29, 1999. The funds from these equity  offerings are being used  specifically to
reduce  current  liabilities  and  increase  production  through  workovers  and
installation of production equipment.


                                       10
<PAGE>
     - Fourth,  with the operating capital commitment and a consolidated  office
in Houston,  the Company focused on evaluating and acquiring  natural gas assets
to achieve a more balanced cash flow from oil and natural gas.

     - Fifth, the near-term  operating focus of SETEX was to turn each remaining
oil and gas assets of the Company into a positive  cash flow  property,  even at
lower oil and gas prices. This was to be done by significantly lowering expenses
and increasing production.

     -  Sixth,  the  Company  brought  in key  technical  staff  to focus on the
evaluation of existing properties and pipelines, and to continue with efforts to
increase production and revenue from the Company's existing core assets.

     - Seventh,  the Company  defined a tactical and strategic  business plan to
use existing  assets to achieve a positive  corporate  cash flow and to identify
and evaluate  additional  development and acquisition  opportunities  to further
grow the Company. Specifically, the Company's staff has identified and continues
to  evaluate  workover  and  drilling  projects  on its  existing  oil  and  gas
properties.  If  successful,  these  "in-hand"  opportunities  are  projected to
provide the Company with sufficient revenue to become  profitable.  In addition,
the Company has identified, and is evaluating and negotiating the acquisition of
additional oil and gas properties in its core areas.

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

     In a subsequent  event,  effective July 1, 1999,  the Company  purchased an
average 45% Working Interest in the Skidmore Properties,  consisting of fourteen
(14) producing wells and 2,500 acres for development.  The Company also acquired
the right to participate in a total of thirty (30) drilling Prospects identified
by Skidmore in the Serpentine Trend area of South Texas.

     At June 30, 1999,  the Company had 3,461,186  shares of common stock issued
and outstanding.  Subsequently, in the third quarter of 1999, the Company issued
10,526,481  shares of common stock as follows:  2,276,481 for the  conversion of
preferred stock and unpaid dividends and 8,250,000 to Mr. J. Virgil Waggoner,  a
director and  significant  shareholder,  as discussed  below.  In addition,  the
Company  issued  105,900 shares due to an  administrative  error,  which will be
cancelled effective October 1, 1999.

     Mr. Waggoner  converted  $635,000 in outstanding  principal and interest of
loans made to the Company in 1999 to Series BB Preferred  Stock on May 28, 1999.
In subsequent  events,  on July 15, 1999,  Mr.  Waggoner  subscribed to purchase
4,000,000 shares of the Company's Common Stock in a private offering at $.75 per
share for a total  purchase price of $3,000,000 and on August 16, 1999 converted
$2,550,000  of Series BB  Convertible  Preferred  Stock to  4,250,000  shares of
common stock at $.60 per share of common stock. As a result of and giving effect
to the  transactions  described  above,  at  September  29, 1999,  Mr.  Waggoner
beneficially owns and has sole voting and dispositive power for 9,071,829 shares
(including 20,000 shares subject to presently exercisable options), representing
64.7% of the Company's outstanding Common Stock.


                                       11
<PAGE>
                           PART II. OTHER INFORMATION

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

     No matter was submitted to a vote of security holders of the Company during
the second quarter.

ITEM 5.  OTHER INFORMATION

     Year 2000 Issue

     The Company is working to resolve the potential  impact of the year 2000 on
the ability of the  Company's  computerized  information  systems to  accurately
process  information that may be date sensitive.  Any of the Company's  programs
that  recognize  a date  using "00" as the year 1900  rather  than the year 2000
could  result in errors or system  failures.  The  Company  utilizes a number of
computer programs across its entire operation.

     The Company  has not  completed  its  assessment,  particularly  related to
outside  customers or vendors.  The Company has received  notification  from its
general ledger vendor that its current system is compliant.  The Company intends
to complete  its outside  customer/vendor  assessment  in the fourth  quarter of
1999.  If the Company  and/or  third  parties upon which it relies are unable to
address this issue in a timely manner,  it could result in a material  financial
risk to the Company,  possibly  delaying  receipts from sales of oil and natural
gas.

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.

     @4.1      Statement of Resolution  Establishing  and  Designating  the
               Companys Class AA  Preferred  Stock,  filed  with the  Secretary
               of State of Texas as an amendment to the Company's Articles of
               Incorporation on September 23, 1996.

     @4.2      Statement of Resolution Establishing and Designating the
               Company's Class AAA Preferred Stock, filed with the Secretary of
               State of Texas as an amendment to the Company's Articles of
               Incorporation on September 23, 1996.

     &4.7      Statement of Resolution  Establishing  and  Designating  the
               Company's Class C  Preferred  Stock,  filed  with  the
               Secretary  of State of Texas as an amendment to the Company's
               Articles of Incorporation on September 15, 1998.

     #4.8      Statement of Resolution  Establishing  and  Designating  the
               Company's Class BB  Preferred  Stock,  filed  with the
               Secretary  of State of Texas as an amendment to the Company's
               Articles of Incorporation on January 27, 1999.

     #22.1     Subsidiaries of the Registrant.

                                       12
<PAGE>
     * 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  Form 8-K,  Current  Report  dated
          October 10, 1996, filed with the Commission on October 25, 1996.

     &  Previously  filed with the  Company's  Form 8-K,  Current  Report  dated
          September 15, 1998, filed with the Commission on September 24, 1998.

     #  Filed herewith.

    (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 OIL COMPANY
                                  (Registrant)


Date: September 30, 1999                    By: /s/ Thomas R. Kaetzer
                                               Thomas R. Kaetzer
                                               President

Date: September 30, 1999                    By: /s/ Jim C. Bigham
                                               Jim C. Bigham
                                               Executive Vice President and
                                               Secretary

Date: September 30, 1999                    By: /s/ Richard L. Creel
                                               Richard L. Creel
                                               Vice President of Finance


                                       13
<PAGE>
                                                                    Exhibit 22.1

                         Subsidiaries of the Registrant

     GulfWest  Oil Company has seven  subsidiaries,  all Texas  corporations  or
companies:

     1.  GulfWest Texas Company was organized September 23, 1996 and is the
          owner of record of interests in certain properties located in the
          Vaughn Field, Crockett County, Texas.

     2.  DutchWest Oil Company was organized July 28, 1997 and is the owner of
         record of interests in certain oil and natural gas properties located
         in Hardin and Polk Counties, Texas.

     3.  VanCo Well Service, Inc. was organized September 5, 1996 and operates
         well servicing equipment for the Company and under contracts to third
         parties.

     4.  SETEX Oil and Gas Company was organized August 11, 1998 and operates
         oil and natural gas properties in which the Company owns majority
         interest.

     5.  Southeast Texas Oil and Gas Company, L.L.C. was acquired September 1,
         1998 and is the owner of record of interest in certain oil and gas
         properties located in eight counties in South and East Texas.

     6.  GulfWest Gas Marketing & Transportation, Inc. was organized February
         18, 1999 to be the owner and operator of natural gas gathering systems
         and pipelines, which gather and transport natural gas for a fix fee,
         and purchase and resell natural gas from properties operated other
         producers.

     7. LTW Pipeline Co. was organized April 19, 1999 and will replace  GulfWest
        Gas Marketing & Transportation, Inc.