FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

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

                         Commission file number 1-12108

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

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

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

                                 (281) 820-1919
              (Registrant's telephone number, including area code)


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

         NO  X                                       YES

     The number of shares  outstanding of each of the issuer's classes of common
stock,  as of the latest  practicable  date,  September 14, 1999, was 13,691,987
shares of Class A Common Stock, $.001 par value.

<PAGE>
<TABLE>

                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 1999
<CAPTION>


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

Part I:  Financial Statements

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

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

Part II:          Other Information

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

Item 6.           Exhibits and Reports on 8-K                                                       11

Signatures                                                                                          12
</TABLE>

                                        2

<PAGE>
<TABLE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS.

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)

                                     ASSETS
<CAPTION>

                                                                                                March 31,            December 31,
                                                                                                  1999                  1998
<S>                                                                                        <C>                <C>

CURRENT ASSETS:
  Cash and cash equivalents                                                                  $    (34,420)        $    204,307
  Accounts Receivable - trade, net of allowance for doubtful
     accounts of -0- in 1999 and 1998                                                             702,802              527,791
  Prepaid expenses                                                                                 74,524               74,961
  Inventory                                                                                         5,551               13,925
          Total current assets                                                                    748,457              820,984

OIL AND GAS PROPERTIES,
  using the successful efforts method of accounting
    Undeveloped properties                                                                        750,628              750,628
    Developed properties                                                                        7,565,318            7,283,205

                                                                                                8,315,946            8,033,833

OTHER PROPERTY AND EQUIPMENT                                                                    1,320,508            1,406,987
  Less accumulated depreciation, depletion,
    and amortization                                                                           (2,452,806)          (2,411,755)

    Net oil and gas properties and
      other property and equipment                                                              7,183,648            7,029,065

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

TOTAL ASSETS                                                                                   $8,151,221           $8,058,827
</TABLE>


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

                                        3

<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (UNAUDITED)
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                                               March 31,         December 31,
                                                                                                  1999               1998
<S>                                                                                        <C>              <C>

CURRENT LIABILITIES
  Notes payable                                                                              $     487,000     $    487,000
  Notes payable - related parties                                                                1,300,000          950,000
  Current portion of long-term debt                                                              3,038,968            2,972,731
  Current portion of long-term debt - related parties                                              307,116          300,914
  Accounts payable - trade                                                                       1,272,429        1,406,131
  Accrued expenses                                                                                 547,028          442,617

    Total current liabilities                                                                    6,952,541        6,559,393


LONG-TERM DEBT, net of current portion                                                           3,542,958        3,120,245

LONG-TERM DEBT, RELATED PARTIES                                                                    266,066          281,126

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock                                                                                      130              130
  Common stock                                                                                       3,231            3,113
  Additional paid-in capital                                                                    12,839,830       12,763,936
  Retained deficit                                                                             (15,301,061)     (14,516,642)
  Long-term accounts and notes receivable -
    related parties, net of allowance for doubtful
    accounts of $700,300 in 1999
    and 1998                                                                                      (152,474)       ( 152,474)

         Total stockholders' equity (deficit)                                                   (2,610,344)      (1,901,937)

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY (DEFICIT)                                                              $  8,151,221     $  8,058,827
</TABLE>


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

                                        4

<PAGE>

<TABLE>
                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<CAPTION>


                                                                                                   1999                1998
<S>                                                                                         <C>                 <C>

OPERATING REVENUES
  Oil and gas sales                                                                           $    210,531        $    678,259
  Marketing and transportation                                                                       8,102
  Well servicing revenues                                                                           27,607             127,522
  Operating overhead and other income                                                               27,001              34,969
                                                                                                   273,241             840,750

  Lease operating expenses                                                                         238,483             466,552
  Cost of well servicing operations                                                                 45,685             115,960
  Depreciation, depletion and amortization                                                         110,706             300,932
  General and administrative                                                                       464,134             343,072
                                                                                                   859,008           1,226,516

LOSS FROM OPERATIONS                                                                              (585,767)           (385,766)

OTHER INCOME AND EXPENSE
  Interest income                                                                                                           28
  Interest expense                                                                                (202,541)           (311,493)
 Gain on sale of assets                                                                              4,902

LOSS BEFORE INCOME TAXES                                                                          (783,406)           (697,231)

INCOME TAXES

NET LOSS                                                                                          (783,406)           (697,231)

DIVIDENDS ON PREFERRED STOCK
(PAID 1999 - $1,013; 1998 - 62,211)                                                               (104,202)             62,211)

NET LOSS AVAILABLE TO COMMON
SHAREHOLDERS                                                                                   $  (887,608)       $   (759,442)

LOSS PER COMMON SHARE -
SHAREHOLDERS                                                                                   $     (.28)        $       (.43)
</TABLE>

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

                                        5

<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)
<CAPTION>

                                                                                                   1999                 1998
<S>                                                                                        <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                                    $  (783,406)         $ (697,231)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
         Depreciation, depletion, and amortization                                                110,766             300,932
         Common stock and warrants issued and charged to operations                                75,000               7,856
         (Gain) on sale of assets                                                                  (4,902)
         (Increase) decrease in accounts receivable - trade, net                                 (175,011)            172,411
         (Increase) decrease in inventory                                                           8,374
         (Increase) decrease in prepaid expenses                                                      437             (98,912)
         Increase (decrease) in accounts payable
           and accrued expenses                                                                   (29,291)            232,237
         (Increase) decrease in deposits                                                          (10,338)
             Net cash provided by (used in) operating activities                                 (808,371)            (82,707)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Proceeds from sale of property and equipment                                              21,250
         Purchase of property and equipment                                                      (288,660)          (3,628,831)
                Net cash used in investing activities                                            (267,410)          (3,628,831)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments on debt                                                                         (61,933)          (7,492,728)
         Proceeds from debt issuance                                                              900,000           10,632,001
         Dividends paid                                                                            (1,013)             (45,952)
                Net cash provided by financing activities                                         837,054            3,093,321

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                 (238,727)            (618,217)

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

CASH AND CASH EQUIVALENTS, end of period                                                       $  (34,420)          $    8,302

CASH PAID FOR INTEREST                                                                         $  123,853           $  298,312
</TABLE>

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

                                        6
<PAGE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 1999 AND 1998
                                   (UNAUDITED)


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

     2. The  accompanying  financial  statements  include  the  Company  and its
wholly-owned  subsidiaries:  VanCo Well Service, Inc. ("Vanco"),  GulfWest Texas
Company ("GWT") both formed in 1996; DutchWest Oil Company  ("DutchWest") formed
in 1997;  Southeast  Texas Oil and Gas Company,  L.L.C.  ("Setex LLC")  acquired
September 1, 1998;  SETEX Oil and Gas Company  ("SETEX") formed August 11, 1998;
and LTW Pipeline Co. ("LTW") organized April 19, 1999. All material intercompany
transactions  and balances are  eliminated  upon  consolidation.  The  financial
statements  also include the results of operations  for the first nine months of
1998 for the  Company's  former  wholly-owned  subsidiaries:  WestCo Oil Company
("WestCo"),  formed in 1995 and sold  October  1,  1998;  and  GulfWest  Permian
("GulfWest Permian") formed in 1996 and sold October 1, 1998.

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

     4. Non-cash Investing and Financing

     During the three month period ended March 31, 1999,  the Company  exchanged
other equipment for the assumption of debt of $7,975.


                                        7

<PAGE>

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

Overview

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

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

     2 Gathering system revenue  consisting of fees earned through the ownership
and operation of pipeline  systems  which gather and transport  natural gas from
properties operated by other producers;

     3. Lease sales that are income from the sale of oil and gas leases acquired
by the Company for resale to third parties.

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

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

Results of Operations

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

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

                                        8

<PAGE>

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

Three-Month  Period  Ended  March 31, 1999  compared to Three Month  Period
Ended March 31, 1998.

Revenues

     Oil and Gas Sales.  Revenues  from oil and gas sales for the first  quarter
decreased  69% from  $678,300  in 1998 to $210,500 in 1999.  This  decrease  was
primarily  attributable to  significantly  less sales volumes as a result of the
sale of  GulfWest  Permian  and its oil  assets,  effective  October 1, 1998,  a
decline in commodity prices, and management's  decision to curtail production of
certain wells due to the low prices.  The average prices received for production
decreased  for oil from $12.52 per Bbl during the first three  months of 1998 to
$10.87 per Bbl during the period in 1999 and natural gas prices  decreased  from
an average of $2.22 per Mcf for the first three  months of 1998 to $1.65 per Mcf
for the period in 1999.

     Well  Servicing  Revenues.  Operations  for  third  parties  produced  well
servicing  revenues of $27,600  less  expenses of $45,700 in 1999, a decrease of
78%,  compared to $127,500 less expenses of $116,000 for 1998. This decrease was
due to lower rig utilization  under contract to third parties as a result of the
decline in commodity prices.

     Operating  Overhead  and  Other  Income.  Revenues  from the  operating  of
properties  decreased  23% from  $35,000 in 1998 to $27,000 in 1999,  due to the
sale of  GulfWest  Permian  and the  discontinuation  of  operations  in certain
fields.

Costs and Expenses

     Lease Operating  Expenses.  Expenses for the operating of leases  decreased
49% from  $466,600  in 1998 to $238,500  in 1999,  primarily  due to the sale of
GulfWest Permian and management's  decision to shut- in a number of wells due to
low oil prices.

     Cost of Well Servicing  Operations.  Well servicing  expenses decreased 61%
from $116,000 in 1998 to $45,700 in 1999, due to the reduced  utilization of the
Company's  equipment  under  contract  to  third  parties,  as a  result  of low
commodity prices.

     Depreciation,  Depletion and Amortization  (DD&A).  DD&A decreased 63% from
$300,900 in 1998 to $110,700 in 1999, due to lower  production after the sale of
GulfWest Permian.

     General and Administrative  (G&A) Expenses.  G&A expenses increased 35% for
the period from $343,100 in 1998 to $464,100 in 1999, due to a non-cash  related
issue of stock to a new  officer/director and the consolidation of the Companies
offices from Dallas, Texas and Baton Rouge, Louisiana to Houston, Texas.

     Interest  Expense.  Interest expense decreased 35% from $311,500 in 1998 to
$202,500 in 1999. This decrease was due to the sale of GulfWest  Permian and the
elimination of its related debt.

Financial Condition and Capital Resources

     At March 31, 1999, the Company's current  liabilities  exceeded its current
assets by  $6,203,100  and the  Company  was  either  past due or in  default of
certain of its debt agreements. Further, the Company has experienced significant
recurring  net  losses.  Following  are  steps  management  has  taken  and  are
proceeding  with to move the  Company to  profitability  and cure any  remaining
defaults on debt agreements:





                                        9

<PAGE>

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

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

     - Third, since December 31, 1998, the Company has raised working capital to
meet its immediate  obligations and began to enhance  production.  A director of
the Company  purchased  $635,000 of Series BB Preferred  Stock and subscribed to
purchase  $3,000,000  of  Common  Stock,  $1,500,000  of which the  Company  has
received at August 12,  1999.  The funds from these equity  offerings  are being
used specifically to reduce current  liabilities and increase production through
workovers and installation of production equipment.

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

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

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

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

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

     In subsequent  events,  Mr. J. Virgil Waggoner,  a director and significant
shareholder,  converted $635,000 in outstanding  principal and interest of loans
made to the Company in 1999 to Series BB  Preferred  Stock on May 28,  1999.  On
July 15, 1999, Mr. Waggoner purchased  4,000,0000 shares of the Company's Common
Stock in a private  offering  at $.75 per share  for a total  purchase  price of
$3,000,000 and on August 16, 1999 converted  $2,550,000 of Series BB Convertible
Preferred Stock to Common Stock at $.60 per share.


                                       10

<PAGE>

                           PART II. OTHER INFORMATION


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

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

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

     (a)      Exhibits -

      Number Description

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

     *3.2 Bylaws of the Registrant.

     @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
Class C  Preferred  Stock,  filed  with  the  Secretary  of State of Texas as an
amendment to the Company's Articles of Incorporation on September 15, 1998.

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

     +21.1 Form of Letter of  Agreement  with Class AAA  Preferred  Stockholder,
dated July 7, 1999.
 _______________

     @  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.
     #  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 Definitive  Proxy Statement
          dated April 24, 1998,  filed with the Commission on April 24, 1998.
     + Previously  filed with the  Company's  Annual  Report on Form 10-K, for
          the year ended December 31, 1998,  filed with the Commission on August
          27, 1999.


                                       11

<PAGE>

     (b) Form 8-K -

          None

                                   SIGNATURES


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



                                                     GULFWEST OIL COMPANY
                                                        (Registrant)


Date: September 15, 1999                   By: /s/ Thomas R. Kaetzer
                                              Thomas R. Kaetzer
                                              President

Date: September 15, 1999                   By: /s/ Jim C. Bigham
                                              Jim C. Bigham
                                              Executive Vice President and
                                              Secretary

Date: September 15, 1999                   By: /s/ Richard L. Creel
                                              Richard L. Creel
                                              Vice President of Finance


                                       12