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 September 30, 2000

                                       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 principal 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.

                                  YES X NO ____

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock,  as of the latest  practicable  date,  November 8, 2000,  was  18,445,041
shares of Class A Common Stock, $.001 par value.


<PAGE>


                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                               SEPTEMBER 30, 2000


                                                                       Page of
                                                                      Form 10-Q

Part I:           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets, September 30, 2000
                   and December 31, 1999                                     3
                  Consolidated Statements of Operations for the three
                   months and nine months ended September 30, 2000 and 1999  5
                  Consolidated Statements of Cash Flows for the nine
                    months ended September 30, 2000 and 1999                 6
                  Notes to Consolidated Financial Statements                 7

Item 2.           Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                            9

Part II:          Other Information

Item 4.           Submission of Matters to a Vote of Security Holders        12

Item 5.           Other Information                                          12

Item 6.           Exhibits and Reports on 8-K                                12

Signatures                                                                   12

                                       2
<PAGE>




                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
-------  ---------------------

                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                           September 30,            December 31,
                                                                               2000                     1999
                                                                       ----------------------   ----------------------
<S>                                                                  <C>                       <C>

CURRENT ASSETS:
  Cash and cash equivalents                                            $      30,740            $       287,300
  Accounts Receivable - trade, net of allowance for doubtful
     accounts of -0- in 2000 and 1999                                      1,981,487                    990,402
  Prepaid expenses                                                           132,272                     79,763
                                                                         ----------------------   ----------------------

          Total current assets                                             2,144,499                  1,357,465
                                                                         ----------------------   ----------------------

PROPERTY AND EQUIPMENT:
  Oil and gas properties,
     using the successful efforts method of accounting                    25,856,257                 20,083,696
  Other property and equipment                                             1,924,063                  1,358,400
  Accumulated depreciation, depletion
     and amortization                                                     (3,542,051)                (2,940,191)
                                                                       ----------------------   ----------------------

          Total property and equipment                                    24,238,269                 18,501,905
                                                                       ----------------------   ----------------------

OTHER ASSETS:
  Deposits                                                                    27,638                     27,638
  Investments                                                                122,785                    122,785
  Debt issue cost                                                            453,739
                                                                       ----------------------   ----------------------

          Total other assets                                                 604,162                    150,423
                                                                       ----------------------   ----------------------

TOTAL ASSETS                                                           $  26,986,930            $    20,009,793
                                                                       ======================   ======================

</TABLE>






The Notes to  Consolidated  Financial  Statements  are an integral part of these
statements.
                                       3

<PAGE>






                              GULFWEST OIL COMPANY
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                           September 30,             December 31,
                                                                                2000                     1999
                                                                        ---------------------    ---------------------
 <S>                                                                    <C>                      <C>

CURRENT LIABILITIES
  Notes payable                                                         $       105,182          $       250,000
  Notes payable - related parties                                               200,000                  750,000
  Current portion of long-term debt                                           4,204,235                2,114,251
  Current portion of long-term debt - related parties                           196,398                  234,355
  Accounts payable - trade                                                    1,614,085                  839,129
  Accrued expenses                                                              477,544                  462,956
                                                                        ---------------------    ---------------------

          Total current liabilities                                           6,797,444                4,650,691
                                                                        ---------------------    ---------------------

LONG-TERM DEBT, net of current portion                                       13,422,315               11,040,744
                                                                        ---------------------    ---------------------

LONG-TERM DEBT, RELATED PARTIES                                                 243,701                  263,574
                                                                        ---------------------    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock                                                                    80                       88
  Common stock                                                                   18,445                   15,697
  Additional paid-in capital                                                 23,600,400               21,321,909
  Retained deficit                                                          (17,055,207)             (17,130,436)
  Long-term accounts and notes receivable - related parties,
    net of allowance for doubtful accounts of $700,230 in
    2000 and 1999                                                               (40,248)                (152,474)
                                                                        ---------------------    ---------------------
                                                                        ---------------------    ---------------------

          Total stockholders' equity                                          6,523,470                4,054,784
                                                                        ---------------------    ---------------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                     $   26,986,930      $        20,009,793
                                                                        =====================    =====================


</TABLE>
The Notes to  Consolidated  Financial  Statements  are an integral part of these
statements.

                                       4
<PAGE>


                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     Three Months                            Nine Months
                                                                  Ended September 30,                    Ended September 30,
                                                                 2000               1999               2000                1999
                                                           -----------------    -------------    -----------------    ------------
 <S>                                                       <C>                  <C>             <C>                  <C>

OPERATING REVENUES
  Oil and gas sales                                        $     2,173,680      $    792,190          5,604,244       $   1,365,860
  Well servicing revenues                                           18,318            32,621            189,579              76,112
  Operating overhead and other income                               99,850            24,676            240,558              88,144
                                                           -----------------    -------------    -----------------    -------------
     Total Operating Revenues                                    2,291,848           849,487          6,034,381           1,530,116
                                                           -----------------    -------------    -----------------    -------------

OPERATING EXPENSES
  Lease operating expenses                                         809,390           411,443          2,229,957             894,241
  Cost of well servicing operations                                 23,307            55,393            206,637             139,650
  Depreciation, depletion and amortization                         320,390           162,772            801,829             386,280
  General and administrative                                       393,964           406,933          1,138,642           1,450,869
                                                           -----------------    -------------    -----------------    -------------
     Total Operating Expenses                                   1,547,051          1,036,541          4,377,065           2,871,040
                                                           -----------------    -------------    -----------------    -------------

INCOME (LOSS) FROM OPERATIONS                                     744,797           (187,054)         1,657,316          (1,340,924)
                                                           -----------------    -------------    -----------------    -------------

OTHER INCOME AND EXPENSE
  Interest Income                                                                         19             15,247                 192
  Interest expense                                               (605,250)          (231,354)        (1,527,485)           (650,979)
  Gain on sale of assets                                              816             44,349              7,143              49,431
                                                           -----------------    -------------    -----------------    -------------
     Total Other Income and Expense                              (604,434)          (186,986)        (1,505,095)           (601,356)
                                                           -----------------    -------------    -----------------    -------------

INCOME (LOSS) BEFORE INCOME TAXES                                 140,363           (374,040)           152,221          (1,942,280)

INCOME TAXES                                               -----------------    -------------    -----------------    -------------

NET INCOME (LOSS)                                                 140,363           (374,040)           152,221          (1,942,280)

DIVIDENDS ON PREFERRED STOCK
(PAID 2000 - $76,992; 1999 - $0)                                                     (89,114)                              (418,655)
                                                           -----------------    -------------    -----------------    -------------

NET INCOME (LOSS) AVAILABLE TO
COMMON SHAREHOLDERS                                        $      140,363       $   (463,154)    $      152,221       $  (2,360,935)
                                                           =================    =============    =================    =============

INCOME (LOSS) PER COMMON SHARE -
BASIC AND DILUTED                                          $          .01       $       (.04)    $          .01       $        (.42)
                                                           =================    =============    =================    =============

</TABLE>

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

                                       5
<PAGE>


                              GULFWEST OIL COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                          2000                1999
                                                                                    -----------------   -----------------
<S>                                                                               <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                 $       152,221      $   (1,942,280)
  Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
          Depreciation, depletion, and amortization                                         801,829             386,280
          Common stock and warrants issued and charged to operations                         15,660             224,650
          (Gain) on sale of assets                                                           (7,143)            (49,431)
          Other non-operating (income)                                                       (5,780)
          (Increase) decrease in accounts receivable - trade, net                        (1,137,833)           (416,030)
          (Increase) decrease in prepaid expenses                                           (52,509)            (29,869)
          Increase (decrease) in accounts payable and accrued expenses                    1,257,128              36,708
          (Increase) decrease in deposits                                                                       (10,338)
                                                                                    -----------------   -----------------

               Net cash provided by (used in) operating activities                        1,023,573          (1,800,310)
                                                                                    -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Proceeds from sale and disposition of property and equipment                       14,665             150,370
          Purchase of property and equipment                                             (3,157,485)         (1,050,888)
                                                                                    -----------------   -----------------
               Net cash used in investing activities                                     (3,142,820)           (900,518)
                                                                                    -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from sale or subscription of common stock                                857,878           2,000,000
          Payments on debt                                                                 (937,294)           (512,118)
          Proceeds from debt issuance                                                     2,264,510           1,451,200
          Debt issue cost                                                                  (322,407)
                                                                                    -----------------   -----------------
               Net cash provided by financing activities                                  1,862,687           2,939,082
                                                                                    -----------------   -----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                           (256,560)            238,254

CASH AND CASH EQUIVALENTS, beginning of period                                              287,300             204,307
                                                                                    -----------------   -----------------

CASH AND CASH EQUIVALENTS, end of period                                            $        30,740     $       442,561
                                                                                    =================   =================

CASH PAID FOR INTEREST                                                              $       353,220     $       376,896
                                                                                    =================   =================

</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
                     SEPTEMBER 30, 2000 AND 1999 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:  RigWest Well  Service,  Inc.,  formerly
        VanCo Well Service, Inc., formed September 5, 1996; GulfWest Texas
        Company formed September 23, 1996;  DutchWest Oil Company formed July
        28, 1997;  Southeast  Texas Oil and Gas Company, L.L.C. acquired
        September 1, 1998; SETEX Oil and Gas Company formed August 11, 1998;
        GulfWest Oil & Gas Company  formed  February 8, 1999;  and LTW
        Pipeline Co. formed April 19, 1999. 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 the Company
         for the interim periods.

4.       Non-cash Investing and Financing

         During the nine month period  ended  September  30,  2000,  the Company
         acquired  $3,327,561 in property and equipment through notes payable to
         financial  institutions and related parties of $2,851,563,  in exchange
         of accounts  receivable  of $169,798 and by issuing  200,000  shares of
         common  stock valued at $306,200.  In  addition,  accounts  payable and
         accrued  expenses  decreased  $312,791,   debt  issue  costs  increased
         $192,000  through notes payable to financial  institutions.  During the
         period,  815 shares of preferred stock,  along with unpaid dividends of
         $76,992,  were  converted  to  538,322  shares of common  stock,  notes
         payable of $975,000  (including  $750,000 to a director) were converted
         to 800,000 shares of common stock and accounts  payable of $49,352 were
         converted  to 66,000  shares  of  common  stock.  Also,  related  party
         receivables  of  $112,226  and  accounts  receivable  of  $26,950  were
         exchanged  for related  party notes payable of $75,000 and for accounts
         payable of $64,176.

5.       On April 5, 2000, the Company  entered into an agreement with an energy
         lender  (the  "April  2000   Financing")  to  provide   $19,302,000  in
         financing,  of which  $12,900,000 was funded at closing.  An additional
         $6,000,000  in  development  capital  will be  funded  for  development
         projects on the  Company's  existing  properties,  as identified by the
         Company and approved by the lender.

6.       As a result of the April 2000  Financing,  the Company  entered into an
         agreement  with the energy  lender,  commencing in May 2000, to hedge a
         portion  of its oil and gas  sales for the  period of May 2000  through
         April 2004. The agreement calls for initial volumes of 7,900 barrels of
         oil and 52,400 Mcf of gas per month, declining monthly thereafter. As a
         result of this agreement,  the Company realized a reduction in revenues
         of  $427,538  for the  three-month  period  ended  September  30,  2000
         ($611,197  for the nine months  ended  September  30,  2000),  which is
         included in oil and gas sales.


                                       7
<PAGE>


7.      Other Stock Based Compensation Disclosures

        During the three months and nine months ended  September 30, 2000 and
        1999, the  Company   issued   exercisable   options  and   warrants  to
        employees  as compensation.  The Company  uses the  intrinsic  value
        based method of APB 25 to measure stock based compensation.  If the
        Company had used the fair value method required by SFAS 123, the
        Company's net income (loss) and per share  information would approximate
        the following amounts:
<TABLE>
<CAPTION>
2000                                                Three Months                           Nine Months
----                                                ------------                           -----------
                                             As Reported          Pro Forma          As Reported            Pro Forma
                                             -----------          ---------          -----------            ---------
<S>                                         <C>                  <C>                <C>                    <C>

Options and warrants issued                                         106,000                                   256,000

SFAS 123 compensation                                             $ 109,180                                 $ 194,680

APB 25 compensation

Net income (loss)                             $ 140,363           $  31,183          $    152,221           $ (42,459)

Income  (loss) per common share - basic
and diluted                                   $    0.01           $    0.00          $       0.01           $   (0.00
</TABLE>


<TABLE>
<CAPTION>

1999                                                Three Months                           Nine Months
----                                                ------------                           -----------
                                             As Reported          Pro Forma          As Reported              Pro Forma
                                             -----------          ---------          -----------              ---------
<S>                                         <C>                  <C>                <C>                     <C>

Options and warrants issued                                         606,754                                       606,754

SFAS 123 compensation                                             $ 155,667                                   $   155,667

APB 25 compensation

Net income (loss)                            $ (374,040)          $(529,707)          $(1,942,280)            $(2,097,947)

Income  (loss) per common share - basic
and diluted                                  $    (0.04)          $   (0.06)          $     (0.42)            $     (0.45)

</TABLE>

The Company utilized the Black-Sholes  option pricing model to estimate the fair
value of the options and warrants.

The effects of applying SFAS 123 as disclosed above are not indicative of future
amounts.   The  Company  anticipates  making  additional  stock  based  employee
compensation awards in the future.

                                       8
<PAGE>


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

Overview

         GulfWest Oil Company ("GulfWest" or the "Company") is primarily engaged
in the  acquisition,  development,  exploitation,  exploration and production of
crude oil and natural gas.  The Company owns an average 90% working  interest in
oil and gas properties located in Texas and Colorado, and currently operates 249
producing oil and gas wells.  The Company  estimates its proved reserves (net to
the Company's interest) to be approximately 3.3 million barrels of crude oil and
22 billion  cubic feet of natural gas. At  September  30,  2000,  the  estimated
present value of those reserves, discounted 10%, was approximately $50 million.

         The Company is focused on increasing  production  from its existing oil
and gas properties  through further  exploitation,  exploration and development,
and on acquiring additional  interests in oil and gas properties.  The Company's
gross revenues are derived from the following sources:

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

     2. Operating overhead consisting of fees earned from other working interest
        owners for operating oil and gas properties; and,

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

Results of Operations

         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.

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

Three Month Period Ended September 30, 2000 compared to Three Month Period Ended
September 30, 1999.

Revenues

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
for the third  quarter  increased  174% from  $792,200 in 1999 to  $2,173,700 in
2000.  This  was  due to  increased  oil  and gas  production  from  development
projects,  higher oil and gas prices, and acquisitions of additional properties.
The average prices received for production  during the period  increased 35% for
oil from  $19.07 per Bbl in 1999 to $25.79  per Bbl in 2000 and 53% for  natural
gas from an average of $2.55 per Mcf in 1999 to $3.90 per Mcf in 2000.

         Well Servicing  Revenues.  Revenues from well servicing  operations for
third  parties  decreased 44% from $32,600 for the period in 1999 to $18,300 for
2000.  This decrease was due to higher rig  utilization on properties  where the
Company  owns  100%  working  interest,  as  part  of its  development  program,
resulting in less work for third parties.

                                       9
<PAGE>
         Operating  Overhead and Other  Income.  Revenues  from the operating of
properties increased 304% from $24,700 in 1999 to $99,900 in 2000. This increase
was due to a larger  operation of wells for other working  interest owners and a
settlement on damages to properties by third party vendors.

Costs and Expenses

         Lease Operating  Expenses.  Lease operating expenses increased 97% from
$411,400 in 1999 to  $809,400 in 2000,  due to the  acquisitions  of  additional
properties,  expanded  oil and gas  production,  and the costs  related  to such
production.

         Cost of Well Servicing  Operations.  Well servicing  expenses decreased
58% from $55,400 in 1999 to $23,300 in 2000. This decrease was due to higher rig
utilization on properties where the Company owns 100% working interest,  as part
of its development program, resulting in less work for third parties.

         Depreciation,  Depletion and  Amortization  (DD&A).  DD&A increased 97%
from  $162,800  in  1999  to  $320,400  in  2000,  due to  significantly  higher
production   resulting  from  successful   field   development   activities  and
acquisitions.

         Interest Expense. Interest expense increased 162% from $231,400 in 1999
to  $605,300  in  2000,  due to  interest  on debt  associated  with  additional
acquisitions and higher borrowing rates.

Nine-Month  Period Ended  September 30, 2000 compared to Nine Month Period Ended
September 30, 1999.

Revenues

         Oil and Gas Sales.  Revenues from the sale of crude oil and natural gas
increased  310% from  $1,365,900 in 1999 to $5,604,200 in 2000.  This was due to
increased oil and gas production from development  projects,  higher oil and gas
prices, and acquisitions of additional  properties.  The average prices received
for  production  during the period  increased 64% for oil from $15.60 per Bbl in
1999 to $25.64 per Bbl in 2000 and 48% for  natural gas from an average of $2.25
per Mcf in 1999 to $3.34 per Mcf in 2000.

         Well Servicing  Revenues.  Revenues from well servicing  operations for
third parties  increased 149% from $76,100 for the period in 1999 to $189,600 in
2000.  This increase was due to higher rig  utilization  on operated  properties
where the Company has working  interest  partners and  increased  work for third
parties.

         Operating  Overhead and Other  Income.  Revenues  from the operation of
properties  increased  173%  from  $88,100  in 1999 to  $240,600  in 2000.  This
increase  was due to a larger  operation  of wells  for other  working  interest
owners and a settlement on damages to properties by third party vendors.

Costs and Expenses

         Lease Operating Expenses.  Lease operating expenses increased 149% from
$894,200 in 1999 to $2,230,000 in 2000,  due to the  acquisitions  of additional
properties,  expanded  oil and gas  production,  and the costs  related  to such
production.

         Cost of Well Servicing  Operations.  Well servicing  expenses increased
48% from  $139,600  in 1999 to  $206,600  in 2000.  This was due to  higher  rig
utilization  on operated  properties  where the  Company  has  working  interest
partners and increased work for third parties.

                                       10
<PAGE>
         Depreciation,  Depletion and Amortization  (DD&A).  DD&A increased 108%
from  $386,300  in  1999  to  $801,800  in  2000,  due to  significantly  higher
production   resulting  from  successful   field   development   activities  and
acquisitions.

         General and Administrative  (G&A) Expenses.  G&A expenses decreased 22%
for the period from  $1,450,900 in 1999 to  $1,138,600 in 2000.  The Company had
non-recurring  expenses consisting of costs associated with the consolidation of
its offices to Houston and non-cash  charges of $224,700 related to the issuance
of stocks and warrants in 1999 compared to $15,700 in 2000.

         Interest Expense. Interest expense increased 135% from $651,000 in 1999
to  $1,527,500  in 2000,  due to interest  on debt  associated  with  additional
acquisitions and higher borrowing rates.

Financial Condition and Capital Resources

         Management  has defined a tactical and  strategic  business plan to (1)
use its  existing  assets to achieve and  sustain  positive  cash flow,  and (2)
identify and evaluate  additional  development and acquisition  opportunities to
further  grow the  Company.  Following  are  steps  management  has taken and is
proceeding with as part of its business plan:

         The April 2000 Financing provided the Company $19,302,000 in financing,
of which  $12,900,000  was  funded  at  closing.  An  additional  $6,000,000  in
development  capital was  committed  for  development  projects on the Company's
existing  properties,  as  identified by the Company and approved by the lender.
The proceeds  funded at closing  were used to retire  existing  debt,  including
accrued  interest,  of  $10,234,977;  acquire oil and gas  properties  in Zavala
County,  Texas for $2,300,000,  including $3,266 in cash paid by the Company and
200,000 shares of the Company's common stock; and, acquire additional  interests
in the  Madisonville  Field,  Texas,  including the release of a 15% net profits
interest by a former lender,  for $368,289.  The remaining $402,000 was used for
costs associated with closing the loan. The loan is secured by substantially all
of the Company's  interests in oil and gas  properties,  bears interest at prime
plus 3.5% and  matures  May 29,  2004.  Monthly  payments  as to  principal  and
interest  are from an 85% net revenue  interest in the secured  properties.  The
lender retains a 7% overriding  royalty interest with payments  commencing after
the loan is paid in full.

         The Company is proceeding with its development plan to be funded by the
April  2000  Financing.  As  of  November  8,  2000,  the  lender  had  approved
approximately  $3 million of the $6 million  committed  for  development  of the
Company's  properties.  This plan should  significantly  increase production and
allow the Company to meet its debt  obligations  and attain  additional  growth.
However,  adverse  changes in prices of oil and gas and/or the  inability of the
Company to continue to raise the money  necessary  to further  develop  existing
reserves or acquire new reserves could have a severe impact on the Company.

         During the third quarter,  the Company  completed a private offering of
its common stock, which commenced during the second quarter of 2000. The Company
issued a total of  1,509,837  shares for which it received  $857,878 in cash and
converted  notes  payable and accounts  payable for  $274,500.  Of the converted
debt,  $150,000 had been  received in 2000.  The proceeds  were used for working
capital and development capital.

         On  September  29, 2000,  the Company  entered into a Purchase and Sale
Agreement for the  acquisition of additional  oil and gas properties  located in
Texas,  Oklahoma and Mississippi for a purchase price of $2.9 million. A deposit
of $150,000 was made that will be applied to the purchase price upon closing.

                                     11
<PAGE>
PART II.  OTHER INFORMATION

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

                  None

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.

                  #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.
                  ---------------

                  *        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  Definitive Proxy
                           Statement  dated  April  24,  1998,  filed  with  the
                           Commission on April 24, 1998.

         (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:  November 9, 2000             By: /s/ Thomas R. Kaetzer
                                       --------------------------------
                                        Thomas R. Kaetzer
                                        President

Date:  November 9, 2000             By: /s/ Jim C. Bigham
                                       -----------------------------------------
                                       Jim C. Bigham
                                       Executive Vice President and Secretary

Date:  November 9, 2000             By: /s/ Richard L. Creel
                                       -----------------------------------------
                                       Richard L. Creel
                                       Vice President of Finance

                                     12