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 March 31, 1997

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  for the transition period from_____ to _____

                         Commission file number 1-12108

                              GULFWEST OIL COMPANY
             (Exact name of Registrant as specified in its charter)

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

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

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


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

                           NO                        YES  X  

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of the latest  practicable date, May 14, 1997, was 1,743,654 shares of
Class A Common Stock, $.001 par value.






<PAGE>


     This  Quarterly  Report on Form  10-Q/A is intended to amend and restate in
their  entirety the following  items of the Company's  Quarterly  Report on Form
10-Q for the  period  ended  March  31,  1997 to  ensure  that  the  information
contained  in the report is true,  accurate  and  complete as of the date of the
filing of this Quarterly Report on Form 10-Q/A, April 8, 1998:

 Part I:           Financial Information

 Item 1.           Financial Statements
                   Consolidated Statements of Operations-for the three months
                      ended March 31, 1997, and 1996
                   Consolidated Statements of Cash Flows-for the three-
                      months ended March 31, 1997, and 1996
                   Notes to Consolidated Financial Statements

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

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

     All other  information in the report  remains as previously  filed with the
Commission in the Company's  Quarterly  Report on Form 10-Q for the period ended
March 31, 1997 and is incorporated by reference herein.


<PAGE>
<TABLE>


                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 1997
<CAPTION>


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

Part I:  Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, March 31, 1997,
                   and December 31, 1996                                                             3
                  Consolidated Statements of Operations-for the three
                    months ended March 31, 1997, and 1996                                            5
                  Consolidated Statements of Cash Flows-for the three
                    months ended March 31, 1997, and 1996                                            6
                  Notes to Consolidated Financial Statements                                         7

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

Part II:          Other Information

Item 4.           Submission of Matters to a Vote of Security Holders                               10

Item 6.           Exhibits and Reports on 8-K                                                       10

Signatures                                                                                          11
</TABLE>
















                                        2
<PAGE>
<TABLE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)
<CAPTION>

                                     ASSETS
 
                                                                                              March 31,      December 31,
                                                                                                1997             1996      
<S>                                                                                        <C>             <C>    

Current Assets:
  Cash and Cash Equivalents                                                                 $     66,912     $     84,477
  Accounts Receivable - Trade, Net of Allowance for Doubtful
     Accounts of -0- in 1997 and 1996                                                          1,433,324          612,439
  Prepaid Expenses                                                                                 8,678            2,343
  Notes Receivable                                                                               100,000             -   

    Total Current Assets                                                                       1,608,914          699,259

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                          80,489           37,910
  Developed Properties                                                                        15,319,120       14,823,561

Other Property and Equipment                                                                     838,119          735,507

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                          (1,482,240)      (1,249,472)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                            14,755,488       14,347,506

Long-Term Accounts and Notes Receivable -
  Related Parties, Net of Allowance for Doubtful Accounts
      of $446,948 in 1997 and 1996                                                                97,695          112,659

    Total Assets                                                                            $ 16,462,097     $ 15,159,424
</TABLE>






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

                                        3
<PAGE>
<TABLE>

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                                                               March 31,        December 31,
                                                                                                 1997               1996     
<S>                                                                                        <C>               <C>  
Current Liabilities:
  Current Portion of Long-Term Debt                                                          $ 2,967,373       $  1,702,208

  Accounts Payable - Trade                                                                     1,489,858          1,018,419
  Accrued Expenses                                                                               102,256            156,663

    Total Current Liabilities                                                                  4,559,487          2,877,290

Long-Term Debt, Net of Current Portion                                                         7,763,783          8,352,941
Long-Term Debt, Related Parties                                                                  325,000            525,000

    Total Long-Term Debt                                                                       8,088,783          8,877,941

Commitments and Contingencies                                                                       -                  -


Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 4,621 and 4,621 Shares Issued and Outstanding
    in 1997 and 1996, Respectively                                                                    46                 46
  Common Stock, Par Value at $.001, 20,000,000 Shares
    Authorized, 1,696,154 and 1,611,154 Shares Issued and Outstanding
    in 1997 and 1996, Respectively                                                                 1,696              1,611
  Additional Paid-in Capital                                                                   7,304,364          6,909,092
  Retained Deficit                                                                            (3,492,279)        (3,506,556)

    Total Stockholders' Equity                                                                 3,813,827          3,404,193

    Total Liabilities and Stockholders'
      Equity                                                                                 $16,462,097       $ 15,159,424
</TABLE>





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


                                        4
<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>


                                                                                                  1997                  1996   
<S>                                                                                         <C>                   <C>
Revenues:
  Oil and Gas Sales                                                                           $ 1,154,621           $  202,507
  Well Servicing Revenues                                                                          73,055                 -
  Operating Overhead and Other Income                                                              77,046               38,345

    Total Revenues                                                                              1,304,722              240,852

Costs and Expenses:
  Lease Operating Expenses                                                                        397,086               94,382
  Cost of Well Servicing Operations                                                                44,475                 -
  Depreciation and Depletion                                                                      232,768               90,214
  Lease Abandonment                                                                                  -                   8,178
  General and Administrative                                                                      311,755              221,724

    Total Costs and Expenses                                                                      986,084              414,498

Income (Loss) From Operations                                                                     318,638             (173,646)

Other Income and Expense:
  Interest Income                                                                                     298                 -
  Interest Expense                                                                               (232,914)             (52,691)

    Total Other Income and Expense                                                               (232,616)             (52,691)

Net Income (Loss) Before Taxes                                                                     86,022             (226,337)

Income Tax Provision                                                                                 -                    -   

Net Income (Loss)                                                                                  86,022             (226,337)

Preferred Stock Dividend Requirement                                                              (90,132)                -   

Net (Loss) to Common Shareholders                                                             $    (4,110)          $ (226,337)

(Loss) Per Share                                                                              $     (.002)          $     (.21)

Weighted Average Number of Shares                                                               1,655,097            1,087,074
</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 THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>

                                                                                                    1997              1996   
<S>                                                                                             <C>               <C>   
Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                              $   86,022        $ (225,134)

  Adjustments to Reconcile Net Income (Loss) to Net
    Cash Provided (Used) by Operating Activities:
      Depreciation, Depletion, and Amortization                                                     232,768            90,213
      Decrease in Accounts Receivable - Related Party, Net                                             -                3,069
      Common Stock Options and Warrants Issued
        and Charged to Earnings                                                                      10,000              -
      (Increase) in Accounts Receivable - Other, Net                                               (820,885)          (55,370)
      (Increase) in Prepaid Expenses                                                                 (6,335)           (1,187)
      Increase (Decrease) in Accounts Payable                                                       471,439           (24,823)
      (Decrease) in Accrued Expenses                                                                (54,407)           (8,081)

        Net Cash Provided (Used) By Operating Activities                                            (81,398)         (221,313)

Cash Flows Provided (Used) By Investing Activities:
  Purchase of Oil and Gas Properties                                                               (538,138)           (2,011)
  Purchase of Equipment                                                                            (102,612)             -   

        Net Cash Provided (Used) By Investing Activities                                           (640,750)           (2,011)

Cash Provided (Used) By Financing Activities:
  Decrease in Accounts and Notes Receivable - Related Party                                          14,964              -
  (Increase) in Notes Receivable                                                                   (100,000)             -
  (Payment) on Debt                                                                                (707,650)          (90,392)
  Amortization of Prepaid Interest                                                                     -                8,333
  (Payments) on Notes Payable - Related Parties                                                    (200,000)             -
  Proceeds From Notes Payable - Other                                                             1,383,657           100,000
  Proceeds From Sale of Common and Preferred Stock                                                  385,357           515,000
  (Payment) of Dividends                                                                            (71,745)             -   
 
        Net Cash Provided (Used) By Financing Activities                                            704,583           532,941

Increase (Decrease) in Cash and Cash Equivalents                                                    (17,565)          309,617

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

Cash and Cash Equivalents, End of Period                                                         $   66,912        $  320,165

Cash Interest Paid                                                                               $  216,668        $   34,792
</TABLE>


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

                                        6
<PAGE>

                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


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

2.   The  accompanying   financial   statements  include  the  Company  and  its
     wholly-owned subsidiaries:  WestCo Producing Company ("WestCo"),  formed in
     1995; Vanco Well Service,  Inc.  ("Vanco"),  GulfWest Texas Company ("GWT")
     and  GulfWest  Permian  Company  ("GWP") all formed in 1996.  All  material
     intercompany transactions and balances are eliminated upon consolidation.
 
3.   In management's  opinion,  the accompanying  interim  financial  statements
     contain  all  material  adjustments,  consisting  only of normal  recurring
     adjustments  necessary  to present  fairly  the  financial  condition,  the
     results of  operations,  and the  statements  of cash flows of GulfWest Oil
     Company for the interim periods.

 
4.   Loss per share has been computed based upon the weighted  average number of
     common shares outstanding.  Loss per share for the three months ended March
     31, 1997 was  computed by  adjusting  the net loss to reflect the  computed
     preferred  dividends divided by the weighted average shares  outstanding at
     March 31, 1997. Preferred dividends were in arrears in the aggregate amount
     of $55,947 as of March 31, 1997.

                                        7
<PAGE>

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


Overview

GulfWest Oil Company ("GulfWest" or the "Company") is an independent oil and gas
company primarily engaged in the acquisition of producing oil and gas properties
with proved  reserves  which have the  potential  for  increased  value  through
continued development and enhanced recovery technology.  The Company's objective
is to significantly increase the production of such properties through workovers
of the wells, horizontal drilling from existing wellbores,  development drilling
or other enhancement operations.

On July 17, 1995,  the Company  acquired  from Sikes  Producing,  Inc.  ("SPI"),
beneficial  ownership  of an  additional  42.5% of the working  interests  in 31
proved  producing  oil and gas  properties  located in the  Madisonville  Field,
Texas. Under a Restructuring Agreement, GulfWest contributed its 37.5% ownership
in a gas pipeline  gathering  system and assumed a $640,000  nonrecourse note as
payment for the working  interests.  GulfWest also purchased certain  additional
working  interests in  Madisonville  from SPI for a purchase  price of $100,000,
with $20,000 paid in cash at closing and a promissory note for $80,000 which was
subsequently  paid in full in 1996. The Company's  subsidiary,  WestCo,  assumed
operation of the 31 wells, effective August 1, 1995.

During the fourth quarter of 1996, the Company acquired  significant oil and gas
reserves  from an unrelated  entity in two separate  transactions.  In the first
transaction ("Phase I"), the Company acquired various properties for $3,000,000.
$1,500,000 was paid at closing and a $1,500,000 note payable was issued.  In the
second  transaction  ("Phase II"), the Company acquired  various  properties for
$7,654,000.  $150,000  was  paid at  closing  and  two  notes  payable  totaling
$7,504,000 were issued.

Results of Operations

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

Three-Month  Period  Ended March 31, 1997  compared to Three Month  Period Ended
March 31, 1996.

Oil and gas sales for the  first  quarter  increased  from  $202,500  in 1996 to
$1,154,600  in 1997,  due to the addition of working  interest  ownership in the
Phase I and Phase II  acquisitions  during  the  fourth  quarter  of 1996.  Well
servicing  revenues  for 1997 were  generated  by VanCo  which did not  commence
operations  until  September  1996.  Revenues from operating  overhead and other
income for 1997  increased to $77,000 and included  management  fees of $23,000,
gain on the sale of a lease of $38,000,  truck  rentals of $4,000 and  saltwater
disposal fees of $12,000.

Lease operating expenses, depreciation and depletion increased for the period in
1997 due to the acquisition of the additional working interests discussed above.

Interest  expense for the first quarter of 1997 compared to 1996  increased from
$52,700  to  $232,900  due to  borrowing  cost  related  to the  acquisition  of
additional  working  interests in oil properties and other debt incurred  during
the year to  finance  the  Company's  operations.  Also  included  is a non-cash
expense  of  $10,000  for  options  issued  to a  non-related  third  party  who
guaranteed a $2,000,000 revolving line-of-credit.


                                        8
<PAGE>

Financial Condition and Capital Resources

     The  Company  realized  a net  profit of  $86,000 or $.05 per share for the
first quarter of 1997, prior to Preferred Stock dividend requirement.

     During the  fourth  quarter  of 1996,  the  Company  acquired  and  assumed
operations  for   $10,654,000  in  oil  properties  in  West  Texas.   Utilizing
independently prepared petroleum engineering reports and expected average prices
for oil and gas of $18 per barrel and $2 per MCF,  respectively,  for 1997 (both
prices  lower than  existed at December  31,  1996),  management  estimates  the
Company will have  sufficient  cash flows from  operations  to fund debt service
obligations and preferred stock dividend obligations as they become due.

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

     Management is seeking a partner to assist in the horizontal  development of
wells on its  Madisonville  properties.  Management  has  identified 7 wells for
re-entry  using  its  horizontal  technique  which has  proved up an  additional
400,000  barrels of oil  equivalent.  The  partner  would be required to provide
sufficient  funds to pay down the  existing  debt on the  property  and fund the
drilling and  completion of the  horizontal  wells in exchange for a substantial
operating interest in those wells.

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

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

     Although  management  believes  the above  actions will provide the Company
with the means to remain 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.


                                        9
<PAGE>


                           PART II. OTHER INFORMATION


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

No matters were submitted to a vote of the shareholders during the first quarter
of 1997.



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits -

                  None


         (b)      Form 8-K -

                    The  Company  filed a report on Form 8-K dated  January  10,
                    1997  reporting  the   establishment   of  a   $2,000,000.00
                    revolving line of credit with a financial institution.

                                       10
<PAGE>



                                   SIGNATURES


Pursuant to the requirements of Securities  Exchange Act of 1934, the registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



                                             GULFWEST OIL COMPANY
                                                  (Registrant)


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


Date: April 8, 1998                          By: /s/ John E. Loehr            
                                                 John E. Loehr
                                                 Chairman of the Board and
                                                  Chief Financial Officer


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