FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to

                         Commission file number 1-12108

                              GULFWEST OIL COMPANY

             (Exact name of Registrant as specified in its charter)

       Texas                                                    87-0444770
(State or other jurisdiction                                  (IRS Employer
     of incorporation)                                      Identification No.)

  397 North Sam Houston Parkway East
              Suite 375
           Houston, Texas                                          77060
(Address of principle executive offices)                         (zip code)

                                 (281) 820-1919

              (Registrant's telephone number, including area code)


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

                                  YES X NO ____


The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of the latest  practicable date, May 8, 2000, was 16,645,336 shares of
Class A Common Stock, $.001 par value.
<PAGE>

                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED

                                 MARCH 31, 2000

                                                                     Page of
                                                                    Form 10-Q

Part I:  Financial Statements

Item 1.      Financial Statements

               Consolidated Balance Sheets, March 31, 2000,
                 and December 31, 1999                                  3
               Consolidated Statements of Operations-for the three
                 months ended March 31, 2000, and 1999                  5
               Consolidated Statements of Cash Flows-for the three
                 months ended March 31, 2000, and 1999                  6
             Notes to Consolidated Financial Statements                 7

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

Part II:     Other Information

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

Item 6.      Exhibits and Reports on 8-K                                11

Signatures                                                              12
                                       2
<PAGE>






                          PART I. FINANCIAL INFORMATION

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

                              GULFWEST OIL COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>

                                                                           March 31,          December 31,
                                                                             2000                 1999
                                                                        ----------------    ------------------
<S>                                                                   <C>                  <C>
CURRENT ASSETS:
  Cash and cash equivalents                                             $      120,984      $       287,300
  Accounts Receivable - trade, net of allowance for doubtful
   accounts of -0- in 2000 and 1999                                          1,368,723              990,402
  Prepaid expenses                                                              95,662               79,763
                                                                         ----------------    ------------------
          Total current assets                                               1,585,369            1,357,465
                                                                         ----------------    ------------------

OIL AND GAS PROPERTIES,
  using the successful efforts method of accounting                         20,862,405           20,083,696

OTHER PROPERTY AND EQUIPMENT                                                 1,458,345            1,358,400
  Less accumulated depreciation, depletion,
    and amortization                                                        (3,053,069)          (2,940,191)
                                                                        ----------------    ------------------
  Net oil and gas properties and
    other property and equipment                                            19,267,681           18,501,905
                                                                        ----------------    ------------------
DEPOSITS                                                                        27,638               27,638
INVESTMENTS                                                                    122,785              122,785
DEBT ISSUE COST                                                                232,422
                                                                        ----------------    ------------------
TOTAL ASSETS                                                            $   21,235,895      $    20,009,793
                                                                        ================    ==================

</TABLE>






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

                                       3
<PAGE>






                              GULFWEST OIL COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                March 31,           December 31,
                                                                                  2000                  1999
                                                                            ------------------    -----------------
<S>                                                                       <C>                    <C>

CURRENT LIABILITIES
  Notes payable                                                               $      444,882      $      250,000
  Notes payable - related parties                                                     50,000             750,000
  Current portion of long-term debt                                                2,431,567           2,114,251
  Current portion of long-term debt - related parties                                259,381             234,355
  Accounts payable - trade                                                         1,465,760             839,129
  Accrued expenses                                                                   610,682             462,956
                                                                            ------------------    -----------------
    Total current liabilities                                                      5,262,272           4,650,691
                                                                            ------------------    -----------------
LONG-TERM DEBT, net of current portion                                            10,947,307          11,040,744
                                                                            ------------------    -----------------
LONG-TERM DEBT, RELATED PARTIES                                                      278,259             263,574
                                                                            ------------------    -----------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                         88                  88
  Common stock                                                                        16,230              15,697
  Additional paid-in capital                                                      22,089,668          21,321,909
  Retained deficit                                                               (17,205,455)        (17,130,436)
  Long-term accounts and notes receivable - related
   parties, net of allowance for doubtful accounts of
   $700,230 in 2000 and 1999                                                        (152,474)           (152,474)
                                                                            ------------------    -----------------
         Total stockholders' equity                                                4,748,057           4,054,784
                                                                            ------------------    -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                         $    21,235,895        $ 20,009,793
                                                                            ==================    =================

</TABLE>



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

                                       4
<PAGE>


                              GULFWEST OIL COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 2000                 1999
                                                                            ----------------    -----------------
<S>                                                                       <C>                 <C>
OPERATING REVENUES
  Oil and gas sales                                                         $     1,500,437     $         210,531
  Well servicing revenues                                                            74,010                27,607
  Operating overhead and other income                                                44,009                35,103
                                                                            ----------------    -----------------
                                                                                  1,618,456               273,241
                                                                            ----------------    -----------------
OPERATING EXPENSES
  Lease operating expenses                                                          673,877              238,483
  Cost of well servicing operations                                                  87,446               45,685
  Depreciation, depletion and amortization                                          182,071              110,706
  General and administrative                                                        366,837              464,134
                                                                            ----------------    -----------------
                                                                                  1,310,231              859,008
                                                                            ----------------    -----------------

INCOME (LOSS) FROM OPERATIONS                                                       308,225             (585,767)

OTHER INCOME AND EXPENSE
  Interest expense                                                                 (383,380)            (202,541)
  Gain on sale of assets                                                              4,827                4,902
                                                                            ----------------    -----------------
LOSS BEFORE INCOME TAXES                                                            (70,328)            (783,406)

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

NET LOSS                                                                            (70,328)            (783,406)

DIVIDENDS ON PREFERRED STOCK
(PAID 2000 - $4,691; 1999 - $1,013)                                                  -                  (104,202)
                                                                            ----------------    -----------------
NET LOSS AVAILABLE TO COMMON
SHAREHOLDERS                                                                        (70,328)    $       (887,608)

                                                                            ================    =================
LOSS PER COMMON SHARE -
BASIC AND DILUTED                                                           $          (.00)    $           (.28)
                                                                            ================    =================


</TABLE>

The Notes to  Consolidated  Financial  Statements  are an integral part of these
statements.
                                       5
<PAGE>

                              GULFWEST OIL COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
                                                                                       2000                1999
                                                                                  ----------------    ----------------
<S>                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                        $      (70,328)     $      (783,406)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
            Depreciation, depletion,and amortization                                     182,071              110,766
            Common stock and warrants issued and charged to operations                    13,600               75,000
            (Gain) on sale of assets                                                      (4,827)              (4,902)
            (Increase) decrease in accounts receivable - trade, net                     (378,321)            (175,011)
            (Increase) decrease in inventory                                                -                   8,374
            (Increase) decrease in prepaid expenses                                      (15,899)                 437
            Increase (decrease) in accounts payable and accrued expenses                 774,357              (29,291)
            (Increase) decrease in deposits                                                 -                 (10,338)
                                                                                  ----------------    ----------------
               Cash provided by (used in) operating activities                           500,653             (808,371)
                                                                                  ----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
            Proceeds from sale of property and equipment                                   7,750               21,250
            Purchase of property and equipment                                          (830,716)            (288,660)
                                                                                  ----------------    ----------------
                Net cash used in investing activities                                   (822,966)            (267,410)
                                                                                  ----------------    ----------------
         CASH FLOWS FROM FINANCING ACTIVITIES:
            Payments on debt                                                            (291,581)             (61,933)
            Proceeds from debt issuance                                                  680,000              900,000
            Debt issue cost                                                             (232,422)                -
            Dividends paid                                                                  -                  (1,013)
                                                                                  ----------------    ----------------
                Net cash provided by financing activities                                155,997              837,054
                                                                                  ----------------    ----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (166,316)            (238,727)

CASH AND CASH EQUIVALENTS, beginning of period                                           287,300              204,307
                                                                                  ----------------    ----------------

CASH AND CASH EQUIVALENTS, end of period                                          $      120,984      $       (34,420)
                                                                                  ================    ================

CASH PAID FOR INTEREST                                                            $      198,912      $       123,853
                                                                                  ================    ================
</TABLE>



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

                                       6
<PAGE>


                      GULFWEST OIL COMPANY AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

1.       During interim  periods,  GulfWest Oil Company ("the Company")  follows
         the  accounting  policies  set forth in its Annual  Report on Form 10-K
         filed with the Securities and Exchange  Commission.  Users of financial
         information produced for interim periods are encouraged to refer to the
         footnotes  contained  in  the  Annual  Report  when  reviewing  interim
         financial results.

2.       The  accompanying  financial  statements  include  the  Company and its
         wholly-owned subsidiaries: 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 Oil & Gas Company
         ("GulfWest  O&G") formed February 8, 1999; and LTW Pipeline Co. ("LTW")
         formed  April 19,  1999.  All material  intercompany  transactions  and
         balances are eliminated upon consolidation.

3.       In management's  opinion, the accompanying interim financial statements
         contain all material  adjustments,  consisting only of normal recurring
         adjustments  necessary to present fairly the financial  condition,  the
         results of operations, and the statements of cash flows of GulfWest Oil
         Company for the interim periods.

4.       Non-cash Investing and Financing

         During  the three  month  period  ended  March 31,  2000,  the  Company
         acquired $120,053 of other property and equipment through notes payable
         to financial  institutions and related parties. In addition,  50 shares
         of  preferred  stock,  along with  unpaid  dividends  of  $4,961,  were
         converted  to 32,990  shares of common  stock and $750,000 in debt to a
         director was converted to 500,000 shares of common stock.

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


                                       7
<PAGE>


         The Company is now proceeding with its development plan to be funded by
         the new financing.  This plan should significantly  increase production
         and  allow  the  Company  to  meet  its  debt  obligations  and  attain
         additional growth.  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.

                                       8
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
-------  ------------------------------------
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ------------------------------------------------

Overview

         GulfWest Oil Company ("GulfWest" or the "Company") is primarily engaged
in the  acquisition,  development,  exploitation,  exploration and production of
crude oil and natural gas. The Company is focused on increasing  production from
its existing oil and gas properties,  acquiring  additional interests in oil and
gas properties and the further exploitation,  exploration and development of its
oil and gas assets.  The Company's gross revenues are derived from the following
sources:

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

     2. Operating overhead consisting of fees earned from other working interest
        owners for operating oil and gas properties; and,

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

Results of Operations

             The factors which most  significantly  affect the Company's results
of  operations  are (1) the sales  price of crude oil and natural  gas,  (2) the
level of total sales  volumes of crude oil and natural gas, (3) the level of and
interest rates on borrowings and, (4) the level and success of new  acquisitions
and development of existing properties.

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

Three-Month  Period  Ended March 31, 2000  compared to Three Month  Period Ended
March 31, 1999.

Revenues

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
for the first  quarter  increased  613% from  $210,500 in 1999 to  $1,500,400 in
2000.  This was due to  increased  oil and gas  production,  higher  oil and gas
prices and acquisitions of additional properties.

         Well  Servicing  Revenues.  Revenues  from  well  servicing  operations
increased by 168% from $27,600 in 1999 to $74,000 in 2000. This increase was due
to higher rig utilization on operated  properties  where the Company has working
interest partners.

         Operating  Overhead and Other  Income.  Revenues  from the operating of
properties  increased 25% from $35,100 in 1999 to $44,000 in 2000. This increase
was due to a  slightly  larger  operation  of wells for other  working  interest
owners.

Costs and Expenses

         Lease Operating Expenses.  Lease operating expenses increased 183% from
$238,500 in 1999 to  $673,900 in 2000,  due to the  acquisitions  of  additional
properties,  expanded  oil and gas  production,  and the costs  related  to such
production.
                                       9
<PAGE>
         Cost of Well Servicing  Operations.  Well servicing  expenses increased
91% from  $45,700  in 1999 to  $87,400  in  2000.  This  was due to  higher  rig
utilization  on operated  properties  where the  Company  has  working  interest
partners.

         Depreciation,  Depletion and  Amortization  (DD&A).  DD&A increased 64%
from  $110,700  in  1999  to  $182,100  in  2000,  due to  significantly  higher
production   resulting  from  successful   field   development   activities  and
acquisitions.

         General and Administrative  (G&A) Expenses.  G&A expenses decreased 21%
for the period from  $464,100 in 1999 to $366,900 in 2000.  During the period in
1999, the Company had expenses  associated with the consolidation of its offices
to Houston and non-cash  expenses from the issuance of director  options that it
did not have during the period in 2000.

         Interest Expense.  Interest expense increased 89% from $202,500 in 1999
to  $383,400  in  2000,  primarily  due to  interest  on  debt  associated  with
additional acquisitions.

Financial Condition and Capital Resources

         At March 31,  2000,  the  Company's  current  liabilities  exceeded its
current  assets by $3,676,903  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.

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

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

         The Company is now proceeding with its development plan to be funded by
the new financing.  This plan should significantly increase production and allow
the Company to meet its debt obligations and attain additional growth.  Although
management  believes the above actions will ultimately  provide the Company with
the means to become  profitable,  there is no  guarantee  these  actions  can be
effectively  implemented.  Adverse  changes  in prices of oil and gas and/or the
inability  of the Company to continue  to raise the money  necessary  to develop
existing  reserves or acquire  new  reserves  would have a severe  impact on the
Company.

                                       10
<PAGE>


                           PART II. OTHER INFORMATION

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

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

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

     ---------------

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

     # Previously  filed with the Company's  Definitive  Proxy  Statement  dated
       April 24, 1998, filed with the Commission on April 24, 1998.

     (b) Form 8-K -

         Current  Report  on Form  8-K  dated  December  31,  1999,  filed
         with the Commission on January 10, 2000.

                                       11
<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:  May 8, 2000                          By: /s/ Thomas R. Kaetzer
                                               ----------------------
                                               Thomas R. Kaetzer
                                               President

Date:  May 8, 2000                          By: /s/ Jim C. Bigham
                                               ------------------
                                               Jim C. Bigham
                                               Executive Vice President
                                               and Secretary

Date:  May 8, 2000                          By: /s/ Richard L. Creel
                                               ---------------------
                                               Richard L. Creel
                                               Vice President of Finance
                                       12