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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Gulfwest Oil Company
Title of Class of Securities: Common Stock
CUSIP Number: 40274P109
(Date of Event Which Requires Filing of this Statement)
November 14, 2000
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Number: 40274P109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Anaconda Capital, L.P. #13-3736500
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
889,254
7. Sole Dispositive Power:
8. Shared Dispositive Power:
889,254
9. Aggregate Amount Beneficially Owned by Each Reporting Person
889,254
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
PN
3
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CUSIP Number: 40274P109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Anaconda Opportunity Fund, L.P. #13-3073256
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
889,254
7. Sole Dispositive Power:
8. Shared Dispositive Power:
889,254
9. Aggregate Amount Beneficially Owned by Each Reporting Person
889,254
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
4
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11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
PN
5
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CUSIP Number: 40274P109
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Mitchell J. Kelly ####-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
889,254
7. Sole Dispositive Power:
8. Shared Dispositive Power:
889,254
9. Aggregate Amount Beneficially Owned by Each Reporting Person
889,254
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented by Amount in Row (9)
4.8%
12. Type of Reporting Person
IN
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Item 1(a) Name of Issuer: Gulfwest Oil Company
(b) Address of Issuer's Principal Executive Offices:
397 N. Sam Houston Parkway E.
Suite 375
Houston, Texas 77060
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Anaconda Capital, L.P.
730 Fifth Avenue
New York, New York 10019
Anaconda Capital, L.P. - Delaware limited partnership
Anaconda Opportunity Fund, L.P.
730 Fifth Avenue
New York, New York 10019
Anaconda Opportunity Fund, L.P. - New York limited
partnership
Mitchell J. Kelly
730 Fifth Avenue
New York, New York 10019
Mitchell J. Kelly - United States citizen
(d) Title of Class of Securities: Common Stock (the
"Common Stock")
(e) CUSIP Number: 40274P109
Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1)
or 13d-2(b) or (c) check whether the person filing is:
(a) / / Broker or dealer registered under Section 15 of the
Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) / / Investment Company registered under Section 8 of
the Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
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(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act,
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 889,254 shares
owned by Anaconda Capital, L.P.; 889,254
shares owned by Anaconda Opportunity Fund,
L.P.; 889,254 shares owned by Mitchell J.
Kelly;
As of November 28, 2000: 599,754 shares owned
by Anaconda Capital, L.P.; 599,754 shares
owned by Anaconda Opportunity Fund, L.P.;
599,754 shares owned by Mitchell J. Kelly;
(b) Percent of Class: 4.8% by Anaconda Capital,
L.P.; 4.8% by Anaconda Opportunity Fund, L.P.;
4.8% by Mitchell J. Kelly;
As of November 28, 2000: 3.3% by Anaconda
Capital, L.P.; 3.3% by Anaconda Opportunity
Fund, L.P.; 3.3% by Mitchell J. Kelly;
(c) Anaconda Capital, L.P.: 0 shares with sole
power to vote or to direct the vote; 889,254
shares with shared power to vote or to direct
the vote; 0 shares with sole power to dispose
of or to direct the disposition of; 889,254
shares with shared power to dispose of or to
direct the disposition of;
As of November 28, 2000: 0 shares with sole
power to vote or to direct the vote; 599,754
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shares with shared power to vote or to direct
the vote; 0 shares with sole power to dispose
of or to direct the disposition of; 599,754
shares with shared power to dispose of or to
direct the disposition of;
Anaconda Opportunity Fund, L.P.: 0 shares
with sole power to vote or to direct the vote;
889,254 shares with shared power to vote or to
direct the vote; 0 shares with sole power to
dispose of or to direct the disposition of;
889,254 shares with shared power to dispose of
or to direct the disposition of;
As of November 28, 2000: 0 shares with sole
power to vote or to direct the vote; 599,754
shares with shared power to vote or to direct
the vote; 0 shares with sole power to dispose
of or to direct the disposition of; 599,754
shares with shared power to dispose of or to
direct the disposition of;
Mitchell J. Kelly: 0 shares with sole power
to vote or to direct the vote; 889,254 shares
with shared power to vote or to direct the
vote; 0 shares with sole power to dispose of
or to direct the disposition of; 889,254
shares with shared power to dispose of or to
direct the disposition of.
As of November 28, 2000: 0 shares with sole
power to vote or to direct the vote; 599,754
shares with shared power to vote or to direct
the vote; 0 shares with sole power to dispose
of or to direct the disposition of; 599,754
shares with shared power to dispose of or to
direct the disposition of;
Item 5. Ownership of Five Percent or Less of a Class.
As of the date hereof the Reporting Persons are no
longer the beneficial owners of greater than five
percent of the outstanding shares of the Common Stock of
the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
ANACONDA CAPITAL, L.P.
By: /s/ Mitchell J. Kelly
______________________
MITCHELL J. KELLY
Managing General Partner
ANACONDA OPPORTUNITY FUND, L.P.
By:Anaconda Capital, L.P.
General Partner
By: /s/ Mitchell J. Kelly
______________________
MITCHELL J. KELLY
Managing General Partner
/s/ Mitchell J. Kelly
_____________________
MITCHELL J. KELLY
November 29, 2000
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AGREEMENT
The undersigned agree that this Amendment No. 1 to
Schedule 13G dated November 29, 2000 relating to the Common Stock
of Gulfwest Oil Company shall be filed on behalf of the
undersigned.
ANACONDA CAPITAL, L.P.
By: /s/ Mitchell J. Kelly
______________________
MITCHELL J. KELLY
Managing General Partner
ANACONDA OPPORTUNITY FUND, L.P.
By: Anaconda Capital, L.P.
General Partner
By: /s/ Mitchell J. Kelly
______________________
MITCHELL J. KELLY
Managing General Partner
/s/ Mitchell J. Kelly
_____________________
MITCHELL J. KELLY
13
01474001.AD4
