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, 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.)

       16800 Dallas Parkway
       Suite 250
       Dallas, Texas                                        75248
  (Address of principal executive offices)                (zip code)

                                 (972) 250-4440
              (Registrant's telephone number, including area code)

       2644 Sherwood Forest Plaza, Suite 229, Baton Rouge, Louisiana 70816
                                 (504) 293-1100
               (Registrant's former address and telephone number)


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  

1,759,185 shares of the registrant's  Class A Common Stock,  $.001 par value per
share, were outstanding as of November 13, 1997.


<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  September  30, 1997 to ensure  that the  information
contained  in the report is true,  accurate  and  complete as of the date of the
filing of this Quarterly Report on Form 10-Q/A, April 8, 1998:

  Front Cover Page

 Part I:           Financial Information

 Item 1.           Financial Statements
                     Consolidated Balance Sheets, September 30, 1997
                       and December 31, 1996
                     Consolidated Statements of Operations-for the three months
                       and nine months ended September 30, 1997, and 1996
                     Consolidated Statements of Cash Flows-for the nine
                       months ended September 30, 1997, and 1996
                     Notes to Consolidated Financial Statements

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

     The above items have been  amended to give effect to (1) correct the number
of shares  outstanding  as of November 13, 1997,  (2) Preferred  Stock  dividend
requirements,  (3) the increase in non-cash  expense  charged to earnings due to
the  issuance of Common  Stock  options and  warrants,  (4) 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,  (5)
eliminate  the  Company's  Working  Interest  share of overhead and truck income
related  to the  operations  of its oil and gas  properties,  and (6)  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
September 30, 1997 and is incorporated by reference herein.




<PAGE>
<TABLE>



                              GULFWEST OIL COMPANY

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


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

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, September 30, 1997
                   and December 31, 1996                                                             3
                  Consolidated Statements of Operations for the three months
                    and nine months ended September 30, 1997 and 1996                                5
                  Consolidated Statements of Cash Flows for the nine
                    months ended September 30, 1997 and 1996                                         6
                  Notes to Consolidated Financial Statements                                         7

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

Part II:          Other Information

Item 6.           Exhibits and Reports on Form 8-K                                                  11

Signatures                                                                                          14
</TABLE>
















                                        2
<PAGE>
<TABLE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)
<CAPTION>


                                                                                           September 30,    December 31,
                                                                                              1997              1996       
<S>                                                                                       <C>              <C>   

                                     ASSETS
Current Assets:
  Cash and Cash Equivalents                                                                $    100,764     $     84,477
  Accounts Receivable - Trade, Net of Allowance for Doubtful
      Accounts of -0- in 1997 and 1996                                                          688,669          612,439
  Prepaid Expenses                                                                               80,879            2,343
  Notes Receivable                                                                              100,000             -      

    Total Current Assets                                                                        970,312          699,259

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                        100,095           37,910
  Developed Properties                                                                       16,692,880       14,823,561
 
Other Property and Equipment                                                                  1,053,655          735,507

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                         (2,136,293)      (1,249,472)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                           15,710,337       14,347,506

Long-Term Accounts and Notes Receivable -
   Related Party, Net of Allowance for Doubtful Accounts
     of $446,948 in 1997 and 1996                                                                26,166          112,659

    Total Assets                                                                           $ 16,706,815     $ 15,159,424
</TABLE>





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

                                        3
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)
<CAPTION>



                                                                                           September 30,    December 31,
                                                                                              1997              1996      

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

Current Liabilities:
  Accounts Payable - Trade                                                                 $    959,055     $  1,018,419
  Accrued Expenses                                                                              232,955          156,663
  Current Portion of Long-Term Debt                                                           4,142,764        1,702,208

    Total Current Liabilities                                                                 5,334,774        2,877,290

Long-Term Debt, Net of Current Portion                                                        7,850,476        8,352,941
Long-Term Debt, Related Parties                                                                 325,000          525,000 

    Total Long-Term Debt                                                                      8,175,476        8,877,941

Commitments and Contingencies                                                                      -                -


Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 5,415 and 4,621 Shares Issued and Outstanding
    In 1997 and 1996, respectively                                                                   54               46
  Common Stock, Par Value at $.001, 20,000,000 Shares
     Authorized, 1,753,428 and 1,611,154 Shares Issued and Outstanding
     in 1997 and 1996, respectively                                                               1,753            1,611
  Additional Paid-in Capital                                                                  7,555,258        6,909,092
  Retained Deficit                                                                           (4,360,500)      (3,506,556)

    Total Stockholders' Equity                                                                3,196,565        3,404,193

    Total Liabilities and Stockholders'
      Equity                                                                                $16,706,815      $15,159,424
</TABLE>




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

                                        4
<PAGE>
<TABLE>

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

                                                                    Three Months                      Nine Months
                                                                   Ended Sept. 30,                   Ended Sept. 30,
                                                                 1997               1996           1997             1996
<S>                                                          <C>               <C>            <C>             <C>    

Revenues:
  Oil and Gas Sales                                          $   921,891        $   283,340    $  3,132,514     $   757,937
  Well Servicing Revenues                                        130,731               -            250,572            -
  Operating Overhead and Other Income                             51,020             56,497         168,076         141,909

    Total Revenues                                             1,103,642            339,837       3,551,162         899,846

Costs and Expenses:
  Lease Operating Expenses                                       537,956            176,711       1,360,135         387,888
  Cost of Well Servicing Operations                              103,604               -            189,728            -
  Depreciation and Depletion                                     335,100             99,813         886,821         281,565
  Lease Abandonments                                                -                  -               -             85,696
  General and Administrative                                     384,640            261,271       1,042,305         719,779
 
    Total Costs and Expenses                                   1,361,300            537,795       3,478,989       1,474,928

Income (Loss) From Operations                                   (257,658)          (197,958)         72,173        (575,082)

Other Income and Expense:
  Interest Income                                                  1,455               -              1,896             332
  Interest Expense                                              (294,893)           (45,898)       (777,951)       (146,176)

    Total Other Income and Expense                              (293,438)           (45,898)       (776,055)       (145,844)

Net (Loss) Before Taxes                                         (551,096)          (243,856)       (703,882)       (720,926)

Income Tax Provision                                                -                  -               -               -     

Net (Loss)                                                      (551,096)          (243,856)       (703,882)       (720,926)

Preferred Stock Dividend Requirement                             (60,621)              -           (210,682)           -      

Net (Loss) to Common Shareholders                            $  (611,717)       $  (243,856)   $   (914,564)    $  (720,926)

(Loss) Per Share                                             $      (.35)       $      (.18)   $       (.53)    $      (.61)

Weighted Average Number of Shares                              1,753,428          1,360,931       1,715,055       1,184,393
</TABLE>


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

                                        5
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>


                                                                                                     1997              1996   
<S>                                                                                             <C>              <C>   
Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                              $  (703,882)      $ (720,926)

  Adjustments to Reconcile Net Income (Loss) to Net
     Cash Provided (Used) by Operating Activities:
      Depreciation, Depletion, and Amortization                                                      886,821          281,564
      Lease Abandonments                                                                                -              85,696
      Common Stock Options and Warrants
        Issued and Charged to Operations                                                              59,087             -
      (Increase) in Accounts Receivable - Other, Net                                                 (76,230)        (112,153)
      (Increase) Decrease in Prepaid Expenses                                                        (78,536)          23,025
      Increase (Decrease) in Accounts Payable - Trade                                                (59,364)          87,297
      Increase (Decrease) in Accrued Expenses                                                         76,292           (6,792)

        Net Cash Provided (Used) By Operating Activities                                             104,188         (362,289)

Cash Flows Provided (Used) By Investing Activities:
  Purchase of Oil and Gas Properties                                                              (1,931,504)        (762,636)
  Purchase of Other Equipment                                                                       (318,148)         (60,410)

        Net Cash Provided (Used) By Investing Activities                                          (2,249,652)        (823,046)

Cash Provided (Used) By Financing Activities:
  Amortization Prepaid Interest                                                                         -              25,002
  (Increase) Decrease in Accounts and Notes Receivable - Related Parties                              86,493         (119,238)
  (Increase) in Notes Receivable                                                                    (100,000)         (69,578)
  Proceeds From Notes Payable - Related Parties                                                        -              200,000
  (Payments) on Notes Payable - Related Parties                                                     (200,000)            -
  Proceeds From Notes Payable - Other                                                              3,252,083          158,344
  (Payment) on Notes Payable - Other                                                              (1,313,992)        (185,474)
   Proceeds From Sale of Common Stock and Preferred Stock                                            587,229        1,304,638
   Dividends on Preferred Stock                                                                     (150,062)            -     
 
        Net Cash Provided By Financing Activities                                                  2,161,751        1,313,694

Increase in Cash and Cash Equivalents                                                                 16,287          128,359

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

Cash and Cash Equivalents, End of Period                                                         $   100,764       $  138,907

Cash Interest Paid                                                                               $   707,780       $  168,911
</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, 1997 AND 1996
                                   (UNAUDITED)



1.   During interim  periods,  GulfWest Oil Company ("the Company")  follows the
     accounting  policies set forth in its Annual Report on Form 10-K filed with
     the  Securities  and Exchange  Commission.  Users of financial  information
     produced  for interim  periods  are  encouraged  to refer to the  footnotes
     contained in the Annual Report when reviewing interim financial results.
 
2.   The  accompanying   financial   statements  include  the  Company  and  its
     wholly-owned subsidiaries:  WestCo Oil Company ("WestCo"),  formed in 1995;
     VanCo Well Service,  Inc.  ("VanCo") , GulfWest  Texas Company  ("GWT") and
     GulfWest  Permian  Company  ("GWP") all formed in 1996,  and  DutchWest Oil
     Company ("DutchWest") formed July 28, 1997, the owners of record of certain
     oil and gas properties. All material intercompany transactions and balances
     are eliminated upon consolidation.

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

4.   Loss per share has been computed based upon the weighted  average number of
     common  shares  outstanding.  Loss per share for the three  months and nine
     months ended  September  30, 1997 was computed by adjusting the net loss to
     reflect the computed  preferred  dividends  divided by the weighted average
     shares  outstanding  at September  30, 1997.  Preferred  dividends  were in
     arrears in the aggregate amount of $60,621 as of September 30, 1997.

                                        7
<PAGE>

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


Overview

GulfWest Oil Company ("GulfWest" or the "Company") is an independent oil and gas
company primarily engaged in the acquisition of producing oil and gas properties
with proved  reserves  which have the  potential  for  increased  value  through
continued  development and the application of enhanced recovery technology.  The
Company's  objective is to maximize production and continue to increase reserves
through  relatively  low-risk   development   activities,   such  as  workovers,
recompletions,   horizontal  drilling  from  existing  wellbores,   and  infield
drilling,  efficient  use of  production  facilities  and  expansion of existing
waterflood operations.

During  the  fourth  quarter  of 1996,  the  Company  acquired  in two  separate
transactions ("Phase I" and "Phase II") oil properties in the Permian Basin area
of West Texas for a total purchase price of $10.65  million.  WestCo Oil Company
("WestCo"), a Company subsidiary, is the operator of the acquired properties.


Results of Operations

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

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

     Revenues

     Total  revenues  increased 225% to $1,103,642 for the third quarter of 1997
compared  to  $339,837  for the  third  quarter  of 1996.  Oil and gas  revenues
increased  by 225% to $921,891  for the period in 1997  compared to $283,340 for
the period in 1996 due to the acquisition of the additional properties discussed
above.  Well  servicing  revenues for 1997 were generated by VanCo Well Service,
Inc.  ("VanCo"),  a  Company  subsidiary,  which  commenced  operations  in late
September 1996. Accordingly, there were no well servicing revenues generated for
the  three-month  period of 1996.  Revenues  from  operating  overhead and other
income in the third  quarter of 1997  decreased  to $51,020  from $56,497 in the
third  quarter of 1996 and  included  management  fees,  rentals  and  saltwater
disposal fees.

     Costs and Expenses

     Costs and expenses  increased  153% to  $1,361,300  in the third quarter of
1997 compared to $537,795 in the third  quarter of 1996.  The increases in lease
operating  expenses,  depreciation and depletion and general and  administrative
expenses were due to the  acquisitions  of the additional  properties  discussed
above and the associated expansion of operations.

     Interest  expense in the third quarter of 1997  increased  542% to $294,893
from  $45,898  in the third  quarter  of 1996 due to the  additional  properties
acquired and financed in the fourth quarter of 1996. Also included is a non-cash
expense  of  $38,375  for  options  issued  to a  non-related  third  party  who
guaranteed a $2,750,000 revolving line-of-credit.



                                        8
<PAGE>

Nine-Month  Period Ended September 30, 1997 compared to Nine-Month  Period Ended
September 30, 1996.

     Revenues

     Total  revenues  increased  295% to  $3,551,162 in the first nine months of
1997 compared to $899,846 in the first nine months of 1996. Oil and gas revenues
increased by 313% to $3,132,514  for the period in 1997 compared to $757,937 for
the period in 1996 due to the acquisition of the additional properties discussed
above.

     Well servicing  revenues for 1997 were  generated by VanCo which  commenced
operations in late  September  1996.  Accordingly,  there were no well servicing
revenues  generated in the  nine-month  period of 1996.  Revenues from operating
overhead  and other income in the  nine-month  period of 1997  increased  18% to
$168,076 from $141,909 in the  nine-month  period of 1996, due to the additional
management  fees for the  operation  of the  properties  acquired  in the fourth
quarter of 1996.

     Costs and Expenses

     Costs and expenses increased 136% to $3,478,989 in the first nine months in
1997 compared to  $1,474,928 in the first nine months in 1996.  The increases in
lease   operating   expenses,   depreciation   and  depletion  and  general  and
administrative   expenses  were  due  to  the  acquisitions  of  the  additional
properties  discussed  above and the associated  expansion of operations.  There
were no well servicing expenses in the nine-month period of 1996.

     Interest  expense in the first nine  months of 1997  compared  to the first
nine  months  of  1996  increased  432% to  $777,951  from  $146,176  due to the
additional  properties acquired and financed in the fourth quarter of 1996. Also
included is a non-cash  expense of $37,500 for options  issued to a  non-related
third party who guaranteed a $2,750,000 revolving line-of-credit.


Financial Condition and Capital Resources

     During the  fourth  quarter  of 1996,  the  Company  acquired  and  assumed
operations for  $10,654,000 in oil properties in West Texas.  In connection with
these acquisitions, the Company issued senior secured notes payable (the "Senior
Debt") due  October  and  December,  1999 in the  original  principal  amount of
$7,400,000.  The Company is currently  negotiating with banking  institutions to
refinance  the  outstanding  balance of the Senior Debt which was  $6,645,000 at
October  31,  1997.  There can be no  assurance  that this  refinancing  will be
completed, and that if completed, on terms favorable to the Company.

     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  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
$62,500  non-cash  interest expense over one year, with $10,000 recorded in each
of the first two quarters and $26,875 recorded in the third quarter.

     On July 2, 1997, the Company's  revolving  line-of-credit  was increased to
$2,750,000  with the additional  funds to be used for  acquisitions  and further
enhancements of the Company's West Texas properties.

                                        9
<PAGE>

     In  connection  with the  increase  in the  line-of-credit,  the  guarantor
received  additional  options to purchase 100,000 shares of the Company's Common
Stock at an exercise price of $2.56 per share. The Company used the Black-Sholes
option  pricing model to estimate the fair value of the options,  resulting in a
$23,000 non-cash interest expense over the last six months of 1997, with $11,500
to be recognized in each of the last two quarters.

     The  Company  is  currently  negotiating  with a group  of  investors  (the
"Investor  Partners")  regarding the formation of a drilling partnership to fund
the intangible  drilling costs  associated with the exploitation and development
of several of the Company's Proved Undeveloped Reserves. The formation and terms
of the drilling  partnership are conditioned  upon several events the occurrence
of which are unable to be predicted with reasonable certainty.

     To date, the Company has completed two separate acquisitions of oil and gas
properties  in 1997,  with a  combined  total of  approximately  330 MBOE of net
Proved Reserves as of the effective date of each acquisition.  (1) Effective May
1, 1997,  the Company  purchased  a 25% Working  Interest in certain oil and gas
properties  in Hardin  County,  Texas  from an  independent  oil  company  for a
purchase price of $240,000. (2) Effective October 1, 1997, the Company purchased
a 75%  Working  Interest  in certain oil and gas  properties  in Blaine  County,
Oklahoma from an independent oil company for a purchase price of $190,000.

     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 $4,774,000,
subject to acceptable financing, with a balance to be paid in cash and through a
net profits  interest from oil and gas sales under certain terms and conditions.
Closing will occur upon the Company's receipt of evidence of: (1) the properties
meeting a certain  production  quota, (2) satisfactory  title to the properties,
and (3) acceptable financing.

     Management does not anticipate closing any additional acquisitions in 1997;
however,  management  does intend to pursue an aggressive  acquisition  strategy
during 1998 and  continues to explore the  possibilities  of issuing more Common
and/or Preferred Stock as the market allows to fund such acquisitions.

     The matters discussed herein may contain "forward-looking"  statements that
involve  risks and  uncertainties  including,  without  limitation,  competitive
factors in the marketplace.


                                       10
<PAGE>


                           PART II. OTHER INFORMATION



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

     (a) Exhibits -

     Number Description

     X2.1 Restructuring  Agreement Regarding Madisonville Prospect,  dated April
          18, 1995.

     X2.2 Unanimous   Consent  to  First  Amendment  to  Regulations  of  S.G.C.
          Transmission, L.L.C., dated July 17, 1995.

     X2.3 Security Agreement RE: Subsequently Acquired Interests, dated July 17,
          1995.

     @2.4 Purchase and Sale Agreement, with amendments,  between Pharaoh Oil and
          Gas, Inc, as Seller, and WestCo Producing Company, as Purchaser, dated
          June 12, 1996.

     @2.5 Addendum of Purchase and Sale  Agreement by and between Gary O. Bolen,
          Individually and d/b/a Badger Oil Company,  Pharaoh Oil and Gas, Inc.,
          and GulfWest Texas Company.

     @2.6 Assignment  of Purchase  and Sale  Agreement  by and  between  Gary O.
          Bolen, Individually and d/b/a Badger Oil Company, Pharaoh Oil and Gas,
          Inc., GulfWest Texas Company and WestCo Producing Company.

     @2.7 Assignment and Bill of Sale by and between Gary O. Bolen, Individually
          and d/b/a Badger Oil Company and Pharaoh Oil and Gas, Inc. as Assignor
          and GulfWest Texas Company as Assignee.

     +2.8 Purchase and Sale Agreement  between Pharaoh Oil and Gas, Inc., Taylor
          Link  Operating Co. and Gary O. Bolen,  Individually  and d/b/a Badger
          Oil Company (collectively, "Pharaoh"), as Seller, and WestCo Producing
          Company, as Purchaser, dated November 6, 1996.

     +2.9 Addendum of Purchase  and Sale  Agreement  between  Pharaoh and WestCo
          Producing Company, dated December 5, 1996.

     +2.10Assignment  of Purchase  and Sale  Agreement  by and between  Pharaoh,
          GulfWest Permian Company and WestCo Producing Company,  dated December
          5, 1996.

     +2.11Form  of  Assignment  and  Bill  of Sale  by and  between  Pharaoh  as
          Assignor and GulfWest Permian Company as Assignee.

     *3.1 Articles of Incorporation of the Registrant and Amendments thereto.

                                       11
<PAGE>

     *3.2 Bylaws of the Registrant.

     @4.1 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.

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

     $4.3 Form of Note Purchase and Sale  Agreement  for the Company's  1995
          Series A 9.5% Subordinated Notes, undated.

     $4.4 Subscription  and  Registration  Rights  Agreement for the Purchase of
          Preferred  Stock  Between the Company and Eco2,  Inc.  dated March 13,
          1996.

     @4.5 Term  note in the  amount  of  $1,500,000.00  payable  to the order of
          Pharaoh  Oil and  Gas,  Inc.  and to be  executed  by  GulfWest  Texas
          Company.

     +4.6 Term  note in the  amount  of  $5,900,000.00  payable  to the order of
          Pharaoh Oil and Gas,  Inc. and executed by GulfWest  Permian  Company,
          dated December 5, 1996.

     +4.7 Term  note in the  amount  of  $1,604,000.00  payable  to the order of
          Pharaoh Oil and Gas,  Inc. and executed by GulfWest  Permian  Company,
          dated December 5, 1996.

     ^10.1GulfWest Oil Company 1994 Stock Option Plan,  approved by the Board of
          Directors on February 11, 1994.

     ^10.2Form of Nonqualified  Stock Option Agreement,  dated February 11, 1994
          between the Company and certain  officers,  directors  and advisors of
          the Company.

     #10.3Letter  Agreement  between  the  Company  and  Madisonville   Project,
          Limited, dated December 28, 1993 and amendment dated March 28, 1994.

     #10.4Investment Letter Subscription  Agreement of the Madisonville Project,
          Limited, executed by the Company on July 31, 1994.

     #10.5The Madisonville  Project,  Limited Agreement of Limited  Partnership,
          dated July 31, 1994.

     ^10.6Warrant  Agreement  between the Company and Jackson & Walker,  L.L.P.,
          dated December 21, 1994.

     $10.7Stock Option  Agreement  between the Company and John E. Loehr,  dated
          May 11, 1995.

     $10.8Stock Option Agreement  between the Company and Marshall A. Smith III,
          dated May 11, 1995.

                                       12
<PAGE>

     %10.9 Employment Agreement between the Company and Marshall A Smith III,
          dated September 9, 1997, filed herewith.

     %10.10 Employment  Agreement  between the Company and Jim C. Bigham, dated
          September 9, 1997, filed herewith.

     %10.11 Employment Agreement between the Company and Richard L. Creel,dated
          September 9, 1997, filed herewith.

     27   Article 5 Financial Data Schedule

     _______________ 

     +    Previously filed with the Company's  Current Report on Form 8-K, dated
          December 5, 1996, filed with the Commission on December 17, 1996.

     @    Previously filed with the Company's  Current Report on Form 8-K, dated
          October 10, 1996, filed with the Commission on October 25, 1996.

     $    Previously filed with the Company's Annual Report on Form 10-K for the
          year ended  December 31, 1995,  filed with the Commission on April 12,
          1996.

     X    Previously filed with the Company's  Current Report on Form 8-K, dated
          July 17, 1995, filed with the Commission on July 31, 1995.

     ^    Previously filed with the Company's Annual Report on Form 10-K for the
          year ended  December 31, 1994,  filed with the Commission on April 14,
          1995.

     #    Previously filed with the Company's  Quarterly Report on Form 10-Q for
          the period ended June 30, 1994,  filed with the  Commission  on August
          14, 1994.

     *    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  Quarterly Report on Form 10-Q for
          the period ended  September  30, 1997,  filed with the  Commission  on
          November 17, 1997.


(b)      Form 8-K -

     Current  Report on Form 8-K/A-2 to amend the  Company's  Current  Report on
     Form 8-K dated October 10, 1996 as amended by the Company's  Current Report
     on Form 8-K/A dated  December 30, 1996,  filed with the  Commission on July
     15, 1997.

     Current  Report on Form 8-K/A-2 to amend the  Company's  Current  Report on
     Form 8-K dated December 5, 1996 as amended by the Company's  Current Report
     on Form 8-K/A dated  February 19, 1997,  filed with the  Commission on July
     15, 1997.

                                       13

<PAGE>

                                   SIGNATURES


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



                                                GULFWEST OIL COMPANY
                                                    (Registrant)


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


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



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