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 September 30, 1998

                                       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,  November 12, 1998,  was  2,963,517
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 items of the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998 to ensure that the information contained
in the report is true, accurate and complete as of the date of filing of this
Quarterly Report on Form 10-Q/A, November 10, 1999.

Front Cover

Part I:   Financial Information

Item 1:   Financial Statements
          Consolidated Balance Sheets, September 30, 1998 and December 31, 1997
          Notes to Consolidated Financial Statements

     The above items have been amended to give effect to a valuation adjustment
related to the acquisition of the Company's subsidiary, Southeast Texas Oil &
Gas Co., L.L.C.("SETEX, LLC"), as a result of the Company's audit for the year
ended December 31, 1998.

     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
September 30, 1998 and is incorporated by reference herein.
<PAGE>




                              GULFWEST OIL COMPANY

                         FORM 10-Q/A FOR THE QUARTER ENDED
                               SEPTEMBER 30, 1998
<TABLE>
<CAPTION>


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

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, September 30, 1998,
                   and December 31, 1997                                                             3
                  Consolidated Statements of Operations-for the three months
                    and nine months ended September 30, 1998, and 1997                               5
                  Consolidated Statements of Cash Flows-for the nine
                    months ended September 30, 1998, and 1997                                        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                                                                 12

Signatures                                                                                          13


</TABLE>



















                                        2
<PAGE>
<TABLE>

                          PART I. FINANCIAL INFORMATION


ITEM 1.           FINANCIAL STATEMENTS.


                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)


<CAPTION>
                                                                                                Sept. 30,       December 31,
                                                                                                   1998               1997
                                                                                                ------------    -------------

                                     ASSETS
<S>                                                                                           <C>             <C>
Current Assets:
  Cash and Cash Equivalents                                                                     $      -       $    626,519
  Accounts Receivable - Trade, Net of Allowance for Doubtful
     Accounts of -0- in 1998 and 1997                                                               649,227         855,383
  Accounts Receivable - Related Party                                                               102,000
  Prepaid Expenses                                                                                  151,381          54,494
                                                                                                    -------          ------

    Total Current Assets                                                                            902,608       1,536,396
                                                                                                    -------       ---------

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                            769,500           4,585
  Developed Properties                                                                           21,814,664      17,026,171

Other Property and Equipment                                                                      1,374,726       1,171,214

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                             (3,673,603)     (2,874,403)
                                                                                                 ----------      ----------

    Net Oil and Gas Properties and
      Other Property and Equipment                                                               20,285,287      15,327,567
                                                                                                 ----------      ----------

Deposits on Developed Oil & Gas Properties                                                             -            225,892
Investments                                                                                         200,000            -
                                                                                                    -------

    Total Assets                                                                                $21,387,895    $ 17,089,855
                                                                                                ===========    ============

</TABLE>






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

                                        3
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)

<CAPTION>

                                                                                               Sept. 30,       December 31,
                                                                                                 1998              1997

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                          <C>              <C>

Current Liabilities:
  Payable to Financial Institutions                                                           $     44,001     $       -
  Notes Payable                                                                                    487,000          350,000
  Notes Payable - Related Party                                                                    150,000          150,000
  Current Portion of Long-Term Debt                                                              9,709,616          311,233
  Current Portion of Long-Term Debt - Related Parties                                            1,299,259          350,000
  Accounts Payable - Trade                                                                       1,936,026        1,427,661
  Accrued Expenses                                                                                 478,566          290,362
                                                                                                   -------          -------

    Total Current Liabilities                                                                   14,104,468        2,879,256
                                                                                                ----------        ---------

Long-Term Debt, Net of Current Portion                                                           5,377,696       11,185,055
Long-Term Debt, Related Parties                                                                    295,741        1,000,000
                                                                                                   -------        ---------

    Total Long-Term Debt                                                                         5,673,437       12,185,055
                                                                                                 ---------       ----------

Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 9,190 and 5,390 shares Issued and Outstanding
    in 1998 and 1997, respectively                                                                      92               54
  Common Stock, Par Value at $.001, 20,000,000 Shares
    Authorized, 2,963,517 and 1,759,185  Shares Issued and Outstanding
    in 1998 and 1997, respectively                                                                   2,963            1,759
  Additional Paid-in Capital                                                                     9,862,399        7,583,236
  Retained Deficit                                                                              (8,102,990)      (5,407,031)
  Long-Term Accounts and Notes Receivable -
    Related Parties, Net of Allowance for Doubtful Accounts
    of $448,230 in 1998 and 1997                                                                  (152,474)        (152,474)
       --------    ----     ----                                                                  --------         --------

    Total Stockholders' Equity                                                                   1,609,990        2,025,544
                                                                                                 ---------        ---------

    Total Liabilities and Stockholders'
      Equity                                                                                  $ 21,387,895     $ 17,089,855
                                                                                              ============     ============
</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 NINE MONTHS ENDED
                           SEPTEMBER 30, 1998 AND 1997
                                   (UNAUDITED)
<CAPTION>

                                                                 Three Months                           Nine Months
                                                               Ended September 30,                  Ended September 30,
                                                               -------------------                  -------------------
                                                               1998            1997               1998               1997
<S>                                                     <C>               <C>                 <C>              <C>

Revenues:
  Oil and Gas Sales                                       $    439,614      $   921,891        $ 1,592,747       $ 3,132,514
  Well Servicing Revenues                                      169,605          130,731            477,127           250,572
  Operating Overhead and Other Income                           18,973           51,020            107,572           168,076
                                                                ------           ------            -------           -------

    Total Revenues                                             628,192        1,103,642          2,177,446         3,551,162
                                                               -------        ---------          ---------         ---------

Costs and Expenses:
  Lease Operating Expenses                                     403,458          537,956          1,306,767         1,360,135
  Cost of Well Servicing Operations                            162,964          103,604            451,805           189,728
  Depreciation, Depletion and Amortization                     221,444          335,100            783,707           886,821
  General and Administrative                                   341,646          384,640          1,125,713         1,042,305
                                                               -------          -------          ---------         ---------

    Total Costs and Expenses                                 1,129,512        1,361,300          3,667,992         3,478,989
                                                             ---------        ---------          ---------         ---------

Income (Loss) From Operations                                 (501,320)        (257,658)        (1,490,546)           72,173
                                                              --------         --------         ----------            ------

Other Income and Expense:
  Interest Income                                                2,550            1,455              9,075             1,896
  Interest Expense                                            (406,998)        (294,893)        (1,109,130)         (777,951)
  Gain (Loss) on Sale of Assets                                 15,000             -                 9,678              -
                                                                ------                               -----

    Total Other Income and Expense                            (389,448)        (293,438)         1,090,377          (776,055)
                                                              --------         --------          ---------          --------

Net Income (Loss) Before Taxes                                (890,768)        (551,096)        (2,580,923)         (703,882)

Income Tax Provision                                              -                -                  -                 -

Net (Loss)                                                    (890,768)        (551,096)        (2,580,923)         (703,882)

Preferred Stock Dividend Requirement                            61,375          (60,621)           183,410          (210,682)
                                                                ------          -------            -------          --------

Net (Loss) to Common Shareholders                         $   (952,143)     $  (611,717)       $ 2,764,333       $  (914,564)
                                                          ============      ===========        ===========       ===========

(Loss) Per Share and Common Stock
  Equivalents                                             $       (.32)     $      (.35)       $     (1.26)      $      (.53)

Weighted Average Number of Shares                            2,961,351        1,753,428          2,186,201         1,715,055
                                                             =========        =========          =========         =========
</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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (UNAUDITED)
<CAPTION>


                                                                                                     1998              1997
                                                                                                     ----              ----
<S>                                                                                            <C>                <C>

Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                              $(2,580,923)      $  (703,882)

  Adjustments to Reconcile Net Income (Loss) to Net
     Cash Provided By (Used By) Operating Activities:
      Depreciation, Depletion, and Amortization                                                      783,707           886,821
      Common Stock Options and Warrants Issued
         and Charged to Operations                                                                    22,856            59,087
      (Increase) Decrease in Accounts Receivable - Trade, Net                                        201,086           (76,230)
      (Increase) Decrease in Prepaid Expenses                                                        (96,887)          (78,536)
      Increase (Decrease) in Accounts Payable                                                        543,272           (59,364)
      Increase (Decrease) in Accrued Expenses                                                        288,295            76,292
                                                                                                     -------            ------

        Net Cash Provided By (Used By) Operating Activities                                         (838,594)          104,188
                                                                                                    --------           -------

Cash Flows From Investing Activities:
  Purchase of Property and Equipment                                                              (1,837,436)       (2,249,652)
  Sale of Property and Equipment                                                                      60,000              -
  (Increase) Decrease in Accounts and Notes Receivable-Related Party                                (102,000)         (113,507)
                                                                                                    --------          --------

        Net Cash Provided (Used) By Investing Activities                                          (1,879,436)       (2,363,159)
                                                                                                  ----------        ----------

Cash Flows From Financing Activities:
  (Increase) in Notes Receivable                                                                        -             (100,000)
  Proceeds From Sale of Common Stock, Net                                                            148,872           180,262
  Proceeds From Sale of Preferred Stock, Net                                                            -              406,967
  Payments on Debt                                                                                (8,905,383)       (1,313,992)
  Proceeds From Debt Issuance                                                                     10,900,489         3,252,083
  Dividends Paid                                                                                     (94,301)         (150,062)
                                                                                                     -------          --------

        Net Cash Provided (Used) By Financing Activities                                           2,049,677         2,275,258
                                                                                                   ---------         ---------

Increase (Decrease) in Cash and Cash Equivalents                                                    (668,353)           16,287

Cash and Cash Equivalents, Beginning of Period                                                       626,519            84,477
                                                                                                     -------            ------

Cash and Cash Equivalents, End of Period                                                         $   (41,834)      $   100,764
                                                                                                 ===========       ===========

Cash Interest Paid                                                                               $   730,330       $   707,780
                                                                                                 ===========       ===========
</TABLE>

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

                                        6
<PAGE>

                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1998 AND 1997
                                   (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  ("GulfWest
     Texas") and GulfWest  Permian  Company  ("GulfWest  Permian") all formed in
     1996; DutchWest Oil Company ("DutchWest") formed in 1997; Setex Oil and Gas
     Company  ("SETEX") formed in 1998; and Southeast Texas Oil & Gas Co., L.L.C
     ("SETEX,  LLC")  acquired  September  1, 1998.  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 Activities

          In 1998,  the  Company  acquired  oil and gas  properties  through the
          issuance of debt totaling  $2,830,429 and other property and equipment
          through the issuance of debt totaling $130,380.

          During the nine month period  ended  September  30, 1998,  the Company
          issued  1,009,424  shares of  Common  Stock to  retire  notes  payable
          $50,000, current portion of long-term debt - related parties $105,000,
          accounts payable  $311,500,  accrued  expenses  $100,091 and long-term
          debt - related parties $1,000,000.

          Additionally,  200 shares of the Company's  Class AAA Preferred  Stock
          along with accumulated and unpaid dividends in the amount of $540 were
          converted to 77,988 shares of Common Stock.

          On  September 1, 1998,  the Company  acquired  100% of the  membership
          interests  of  Setex,  L.L.C.  by  issuing  4,000  shares  of Series C
          Preferred Stock with an aggregate value of $630,134.

          In 1997, the Company acquired other property and equipment through the
          issuance  of  debt  totaling  $220,870.   Additionally,   the  Company
          exchanged a related  party note  receivable of $73,782 for oil and gas
          properties.  51,250  shares of common  stock  were  issued to  related
          parties upon the exercise of warrants  and paid for by  conversion  of
          short term notes  payable  and  accrued  expenses  to such  parties of
          $26,250.


                                        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.

     Management's  acquisition  strategy is for the Company to be an  aggressive
consolidator of small,  under-capitalized  operators with undeveloped properties
and a  purchaser  of oil and gas  properties  that  may be  non-core  to  larger
independent and major oil and gas companies.


Results of Operations

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

Three-Month Period Ended September 30, 1998 compared to Three-Month Period Ended
September 30, 1997.

Revenues

     Oil and gas sales for the third quarter decreased 52% from $921,900 in 1997
to $439,600 in 1998,  primarily as a result of lower oil and natural gas prices.
The average prices  received for production of oil decreased 40% from $17.24 per
Bbl for the  three  months  of 1997 to  $10.90  per Bbl for the  period in 1998.
Natural gas prices  decreased 29% from an average of $2.09 per Mcf for the three
months of 1997 to $1.48 per Mcf for the period in 1998.  Oil sales  volumes  for
the period were less in 1998  compared  to 1997 due  primarily  to  management's
decision to curtail production of certain wells due to the low prices.

     Operations for third parties  produced well servicing  revenues of $169,600
less expenses of $163,000 in 1998 compared to revenues of $130,700 less expenses
of $103,600 for the period in 1997.

     Revenues from operating overhead and other income decreased from $51,000 in
1997 to $19,000 in 1998, due to the curtailment of production.

Costs and Expenses

     Lease operating expenses decreased 25% from $538,000 in 1997 to $403,500 in
1998, due to the curtailment of production.

     Interest  expense for the second quarter of 1998 compared to 1997 increased
from $295,000 to $407,000 due to borrowing  costs related to the  acquisition of
additional oil properties and other debt incurred during the year to finance the
operations and development of the Company's properties.



                                        8
<PAGE>

Nine-Month  Period Ended September 30, 1998 compared to Nine-Month  Period Ended
September 30, 1997.

Revenues

     Oil and gas sales for the period  decreased 49% from  $3,132,500 in 1997 to
$1,592,700  in 1998,  primarily  as a result  of lower oil and  natural  gas oil
prices.  The average  prices  received for  production of oil decreased 36% from
$18.55  per Bbl for the nine  months of 1997 to $11.93 per Bbl for the period in
1998 and for the  production of natural gas decreased 22% from $2.29 per Mcf for
the nine  months  of 1997 to $1.78  per Mcf for the  period  in 1998.  Oil sales
volumes  for the period  were less in 1998  compared  to 1997 due  primarily  to
management's  decision  to curtail  production  of certain  wells due to the low
prices.

     Operations for third parties  produced well servicing  revenues of $477,100
less  expenses of  $451,800  for the period in 1998  compared  to $250,600  less
expenses of $189,700 for the period in 1997.

     Revenues from operating  overhead and other income  decreased from $168,100
for the period in 1997 to $107,600 for the period in 1998,  however the revenues
in 1997  included  a $37,500  gain on the sale of a lease and no such gains were
recorded for 1998.

Costs and Expenses

     Lease operating expenses decreased from $1,360,100 in 1997 to $1,306,800 in
1998, due to the curtailment of production.

     Interest  expense  increased  from  $778,000  for  the  period  in  1997 to
$1,109,100  for the  period  in  1998  due to  borrowing  costs  related  to the
acquisition of additional  properties and other debt incurred during the year to
finance the operations and development of the Company's properties.

Financial Condition and Capital Resources

     During the  fourth  quarter  of 1996,  the  Company  acquired  and  assumed
operations  for  additional oil properties in West Texas for a purchase price of
$10,654,000.  In connection with these  acquisitions,  the Company issued senior
debt  due  October  and  December,  1999 in the  original  principal  amount  of
$7,400,000.  On March  20,  1998,  the  Company  obtained  a loan from a banking
institution  for  $10,237,000,  which included  $7,432,000 for  refinancing  the
properties and  $2,805,000  for payment toward the  acquisition of certain other
oil properties with a purchase price of $2,976,000.

     In a subsequent event,  effective October 1, 1998, the Company sold 100% of
its stock ownership interest in its subsidiary,  GulfWest Permian. With the sale
of GulfWest Permian, the Company divested itself of approximately  $9,000,000 in
short-term bank debt and assets  consisting of working  interests in certain oil
properties in West Texas with estimated  proved reserves of  approximately  1.26
million barrels of oil.

     On November 18, 1997, the Company completed a private placement of $500,000
of debentures (the "Debentures").  The Debentures bear interest at a rate of 12%
payable  quarterly  and are  collateralized  by certain  assets of the  Company.
Effective June 30, 1998,  the holders of the Debentures  have the option for one
year to convert all or a part of the  outstanding  principal and any accrued and
unpaid  interest to GulfWest  Common Stock at a strike price of $1.30 per share.
At September 30, 1998,  $50,000 of the  Debentures  had been converted to Common
Stock.


                                        9
<PAGE>

     On  December  15,  1997,  the  Company  obtained a loan from Mr. J.  Virgil
Waggoner,  a  director  of the  Company,  in the amount of  $1,000,000  to drill
seventeen  developmental  wells in the  Vaughn  Field,  as part of its  expanded
waterflood  operations in that field. On June 29, 1998, Mr.  Waggoner  converted
the  outstanding  principal  amount of the note and unpaid  interest  to 643,329
shares of the Company's  Common Stock at a price of $1.625 per share, as part of
the Company's private placement discussed below.

     On  January  7,  1997,  the  Company  established  a  $2,000,000  revolving
line-of-credit  with  Southwest  Bank of Texas,  with part of the proceeds to be
used for payment of short-term notes incurred for  acquisitions  made during the
fourth quarter of 1996. The revolving  line-of-credit was subsequently increased
to $3,000,000  with the additional  funds to be used for  acquisitions,  further
enhancements  of the Company's West Texas  properties and working  capital.  The
line-of-credit  is  guaranteed  by Mr. J.  Virgil  Waggoner,  a director  of the
Company. The line-of-credit has a maturity date of April 10, 2000.

     On    March   3,    1998,    the    Company    established    a    $500,000
revolving-line-of-credit  with Compass  Bank of Dallas,  with the proceeds to be
used for equipment purchases and working capital for its subsidiary,  VanCo. The
line-of-credit  is guaranteed  by Mr. J. Virgil  Waggoner,  a director,  and Mr.
Marshall A. Smith, III, president of the Company.

     At a special meeting of the  shareholders of the Company on March 24, 1998,
the  shareholders  approved  the  offering,  sale and  issuance of shares of the
Company's Common Stock through a private placement whereby gross proceeds of at
least  $500,000 and up to $5.5 million would be raised.  At June 30, 1998,  when
the offering was closed, the Company had received  $1,680,741 as a result of the
sale and issuance of 1,034,296 shares of Common Stock at $1.625 per share.

     Effective  September  1, 1998,  the  Company  acquired  all the  membership
interests  of  SETEX,   LLC,   pursuant  to  an  Interest   Purchase   Agreement
("Agreement").  The  aggregate  purchase  consideration  for all the  membership
interests consisted of 4,000 shares of the Series C Preferred Stock of GulfWest,
par value $.01 per share and  liquidation  value $500 per share and  Warrants to
purchase  100,000  shares of GulfWest  Common Stock.  In this  transaction,  the
Company acquired working interests in proved  undeveloped oil and gas properties
located  in six (6)  counties  in South and East  Texas  with  estimated  proved
reserves of  approximately 3 billion cubic feet of natural gas equivalent net to
the Company's  interest.  The consideration was determined through  negotiations
based upon third party engineering reports.

     In a subsequent event,  effective October 1, 1998, the Company sold 100% of
its stock ownership in its operating  subsidiary WestCo for $150,000 in the form
of a promissory  note. The Company will continue to operate  properties  through
its  subsidiary  SETEX.  The  sale of  Westco  is part of a  program  to  reduce
operating  expenses  by  avoiding  duplicate  efforts  and  consolidating  field
personnel and equipment into other subsidiaries.

     Management has identified  seven (7) wells on its  Madisonville  properties
which  can be  re-entered  by using the  horizontal  drilling  technique  which,
according to independent engineering reports, has increased the Company's Proved
Reserves by an additional  400,000 barrels of oil equivalent  (BOE). The Company
commenced this horizontal  drilling  program in September,  1998 by successfully
re-entering and horizontally drilling the Powledge #1 well.





                                       10
<PAGE>

     Management's  acquisition  strategy is for the Company to be an  aggressive
consolidator of small,  under-capitalized  operators with undeveloped properties
and a  purchaser  of oil and gas  properties  that  may be  non-core  to  larger
independent and major oil and gas companies.  Management  intends to continue to
seek  additional  sources of capital  which will enable the Company to carry out
this  strategy  while  continuing  to  develop  the oil and  gas  properties  it
currently owns.

     Although  management  believes the above business  strategy will ultimately
provide  the  Company  with the  means to  become  profitable,  there  can be no
assurance that the necessary funds will be available or that the strategy can be
effectively  accomplished.  Continued  unfavorable oil and/or gas prices and the
inability of the Company to raise the capital  necessary for its acquisition and
development programs could have a severe impact on the Company.

     Management  intends to continue to raise capital  through equity  offerings
which  will  allow the  Company  to remain in  compliance  with  Nasdaq  listing
requirements.

                                       11
<PAGE>

                           PART II. OTHER INFORMATION


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.

                    #3.3 Statement of Resolution  Establishing  and  Designating
                         the Company's 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.

                    #3.4 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.

                    ^3.5 Statement of Resolution  Establishing  and  Designating
                         the Company's Series 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.

                    %27.1 Financial Data Schedule.

_______________

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

#    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  Registration  Statement (on Form S-1,
     Reg. No. 33-53526), filed with the Commission on October 21, 1992.

%    Filed herewith.



         (b)      Form 8-K -

                    Current Report on Form 8-K, dated September 15, 1998,  filed
                    with the Commission on September 24, 1998.

                    Current  Report on Form 8-K,  dated  October 1, 1998,  filed
                    with the Commission on October 16, 1998.

                                       12

<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: November 16, 1998                  By: /s/ Jim C. Bigham
                                             --------------------
                                             Jim C. Bigham
                                             Executive Vice President
                                              and Secretary


Date: November 16, 1998                  By: /s/ Richard L. Creel
                                             ----------------------
                                             Richard L. Creel
                                             Vice President of Finance





                                       13
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