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 June 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.)

                           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, August 14, 1997, was 1,753,428 shares
of Class A Common Stock, $.001 par value.






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<TABLE>

                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                                  JUNE 30, 1997

<CAPTION>

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

Part I:           Financial Statements

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

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

Part II:          Other Information                                                  None

Signatures                                                                            11

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<TABLE>
                          PART I. FINANCIAL INFORMATION




ITEM 1.           FINANCIAL STATEMENTS.

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)

<CAPTION>
 
                                                                                                June 30,       December 31,
                                                                                                   1997               1996       
<S>                                                                                          <C>               <C>   

                                     ASSETS
Current Assets:
  Cash and Cash Equivalents                                                                   $    251,944      $    84,477
  Accounts Receivable - Trade, Net of Allowance for Doubtful
     Accounts of -0- in 1997 and 1996                                                              671,312          612,439
  Prepaid Expenses                                                                                  67,719            2,343
  Notes Receivable                                                                                 100,000             -   

    Total Current Assets                                                                         1,090,975          699,259

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                           109,234           37,910
  Developed Properties                                                                          16,074,524       14,823,561

Other Property and Equipment                                                                     1,033,528          735,507

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                            (1,801,193)      (1,249,472)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                              15,416,093       14,347,506

Long-Term Accounts and Notes Receivable -
   Related Party, Net of Allowance for Doubtful Accounts
      of $446,948 in 1997 and 1996                                                                  22,367          112,659

    Total Assets                                                                              $ 16,529,435      $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
                       JUNE 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)

<CAPTION>


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

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable - Trade                                                                    $    882,696      $ 1,018,419
  Accrued Expenses                                                                                 212,986          156,663
  Current Portion of Long-Term Debt                                                              2,903,813        1,702,208 

    Total Current Liabilities                                                                    3,999,495        2,877,290

Long-Term Debt, Net of Current Portion                                                           8,593,047        8,352,941
Long-Term Debt, Related Parties                                                                    325,000          525,000

    Total Long-Term Debt                                                                         8,918,047        8,877,941


Commitments and Contingencies                                                                       -                  -


Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 5,065 and 4,621 shares Issued and Outstanding
    In 1997 and 1996, respectively                                                                      51               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                                                                     7,341,176        6,909,092
  Retained Deficit                                                                              (3,731,087)      (3,506,556)

    Total Stockholders' Equity                                                                   3,611,893        3,404,193

    Total Liabilities and Stockholders'
      Equity                                                                                  $ 16,529,435      $15,159,424

</TABLE>





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

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<PAGE>
<TABLE>

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

                                                                 Three Months                            Six Months
                                                                Ended June 30,                         Ended June 30,
                                                         1997                 1996                1997                  1996    
<S>                                                <C>                  <C>                 <C>                  <C> 
Revenues:
  Oil and Gas Sales                                 $   1,056,002        $   272,090         $  2,210,623         $   474,597
  Gathering System Income                                    -                 1,768                 -                  2,971
  Well Servicing Revenues                                 269,827               -                 494,817                -
  Operating Overhead and Other Income                      79,099             44,096              194,617              82,441

    Total Revenues                                      1,404,928            317,954            2,900,057             560,009

Costs and Expenses:
  Lease Operating Expenses                                464,182            116,795              899,740             211,177
  Cost of Well Servicing Operations                       258,293               -                 421,216                -
  Depreciation and Depletion                              318,953             91,538              551,721             181,752
  Lease Abandonments                                         -                77,518                 -                 85,696
  General and Administrative                              352,308            236,784              697,550             458,508
 
    Total Costs and Expenses                            1,393,736            522,635            2,570,227             937,133

Income (Loss) From Operations                              11,192           (204,681)             329,830            (377,124)

Other Income and Expense:
  Interest Income                                           8,618              8,600               17,392              15,617
  Interest Expense                                       (258,618)           (55,855)            (500,008)           (115,563)

    Total Other Income and Expense                       (250,000)           (47,255)            (482,616)            (99,946)

Net Income (Loss) Before Taxes                           (238,808)          (251,936)            (152,786)           (477,070)

Income Tax Provision                                         -                  -                    -                   -   

Net Income (Loss)                                   $    (238,808)       $  (251,936)        $   (152,786)        $  (477,070)


Earnings Per Share and Common Stock
  Equivalents                                       $        (.14)       $      (.23)        $       (.09)        $      (.44)

Weighted Average Number of Shares                       1,735,669          1,098,644            1,695,551           1,092,681
</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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                   (UNAUDITED)

<CAPTION>
                                                                                                      1997              1996     
<S>                                                                                            <C>                <C>
Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                             $  (152,786)       $  (477,070)

  Adjustments to Reconcile Net Income (Loss) to Net
     Cash Provided (Used) by Operating Activities:
      Depreciation, Depletion, and Amortization                                                     551,721            181,752
      Lease Abandonments                                                                               -                85,696
      (Increase) in Accounts Receivable - Other, Net                                                (58,873)           (56,339)
      (Increase) Decrease in Prepaid Expenses                                                       (65,376)            10,730
      Increase (Decrease) in Accounts Payable - Other                                              (135,723)            96,556
      Increase (Decrease) in Accrued Expenses                                                        56,323             (8,234)

        Net Cash Provided (Used) By Operating Activities                                            195,286           (166,909)

Cash Flows Provided (Used) By Investing Activities:
  Purchase of Oil and Gas Properties                                                             (1,322,287)          (412,279)
  Purchase of Equipment                                                                            (298,021)           (33,440)

        Net Cash Provided (Used) By Investing Activities                                         (1,620,308)          (445,719)

Cash Provided (Used) By Financing Activities:
  Amortization Prepaid Interest                                                                        -                16,667
  (Increase) Decrease in Accounts and Notes Receivable - Related Party                               90,292            (31,245)
  (Increase) in Notes Receivable                                                                   (100,000)              -
  (Payments) on Notes Payable - Related Parties                                                    (200,000)           (23,668)
  Proceeds From Notes Payable - Other                                                             2,452,083            122,875
  (Payment) on Debt                                                                              (1,010,372)          (173,471)
   Proceeds From Sale of Common and Preferred Stock                                                 432,231            881,675
   (Payment) of Dividends                                                                           (71,745)              -   
 
        Net Cash Provided (Used) By Financing Activities                                          1,592,489            792,833

Increase (Decrease) in Cash and Cash Equivalents                                                    167,467            180,205

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

Cash and Cash Equivalents, End of Period                                                        $   251,944        $   190,753

Cash Interest Paid                                                                              $   205,167        $    82,734
</TABLE>


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

                                        6
<PAGE>

                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 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. 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.

                                        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.

During the fourth quarter of 1996, the Company  acquired  significant  producing
oil  properties  with proved  reserves from an unrelated  entity in two separate
transactions. In the first transaction ("Phase I"), the Company acquired various
properties for $3,000,000.  In the second transaction  ("Phase II"), the Company
acquired various properties for $7,654,000. The Company's subsidiary, WestCo Oil
Company ("WestCo") 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 June 30, 1997 compared to Three Month Period Ended June
30, 1996.

Oil and gas sales for the second  quarter  increased  from  $272,090  in 1996 to
$1,056,002  in 1997,  due to the addition of the Phase I and Phase II properties
during  the  fourth  quarter  of 1996.  Well  servicing  revenues  for 1997 were
generated by the Company's subsidiary,  VanCo Well Service, Inc. ("VanCo") which
commenced  operations in September  1996.  Revenues from operating  overhead and
other income for 1997 increased from $44,096 to $79,099 and included  management
fees, rentals and saltwater disposal fees.

Lease   operating   expenses,   depreciation   and  depletion  and  general  and
administrative expenses increased for the period in 1997 due to the acquisitions
of the additional  properties  discussed  above and the associated  expansion of
operations.

Interest  expense for the second quarter of 1997 compared to 1996 increased from
$55,855  to  $258,618  due to  borrowing  costs  related to the  acquisition  of
additional oil properties and other debt incurred during the year to finance the
Company' 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.

Six-Month Period Ended June 30, 1997 compared to Six Month Period Ended June 30,
1996.

Oil and gas  revenues  increased by  $1,736,026  in the first six months of 1997
compared to the same  period in 1996 due to the  acquisition  of the  additional
properties  previously  discussed above. The Company contributed its interest in
the  gathering  system  in  exchange  for  working  interests  in  wells  in the
Madisonville Field, therefore, there was no gathering system income for the 1997
period.



                                        8
<PAGE>

The Company  generated  $194,617 in revenues from the  management of oil and gas
wells,  rentals and saltwater  disposal fees compared to management fees only of
$82,441 for the same period in 1996.

Costs and expenses,  including interest expense, all increased significantly for
the period in 1997 compared to 1996, due to the additional  properties  acquired
and financed in the fourth quarter of 1996.

VanCo  commenced  operations in September  1996,  therefore,  there were no well
servicing revenues and expenses for the period in 1996.


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.  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.

In a  subsequent  event,  on July 2,  1997,  the  revolving  line-of-credit  was
increased to $2,750,000  with the additional  funds to be used for  acquisitions
and further enchancements of the West Texas properties. The guarantor was issued
additional  options to purchase  100,000 shares of the Company's Common Stock at
an exercise price of $2.56 per share.

Management is currently  negotiating  with 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.  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.





                                        9
<PAGE>

On April 23, 1997, the $500,000  principal and $8,329 in unpaid  interest (since
February 28, 1997) on the Company's 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 cash flow positive,  there is no guarantee  these actions can be
effectively  implemented.  Adverse  changes  in prices of oil and gas and/or the
inability  of the Company to continue  to raise the money  necessary  to develop
existing  reserves or acquire  new  reserves  would have a severe  impact on the
Company.



                                       10
<PAGE>



                                   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:  August 14, 1997                   By: /s/ Jim C. Bigham                
                                            Jim C. Bigham
                                            Executive Vice President
                                            and Secretary


Date:  August 14, 1997                   By: /s/ John E. Loehr                
                                            John E. Loehr
                                            Chief Financial Officer



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