Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

DEEP WELL OIL & GAS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

243798 10 5

(CUSIP Number)

Malik Youyou

Sadovnicheskeya nab 69, Moscow, 115035 Russia

7 495 725 4455

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 20, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o


CUSIP No.		243798 10 5

NAMES OF REPORTING PERSONS:

Malik Youyou

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

FRANCE

SOLE VOTING POWER:

NUMBER OF

46,590,331

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

46,590,331

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

46,590,331*

* Malik Youyou beneficially owns 46,590,331 shares of common stock of Deep Well Oil & Gas, Inc. (“Deep Well”). Of such shares, Mr. Youyou directly owns (i) 20,646,472 shares of common stock and (ii) presently exercisable warrants to acquire 21,971,630 shares of common stock of Deep Well. In addition, Mr. Youyou indirectly owns 3,972,229 shares of common stock of Deep Well through Westline Enterprises Limited, a corporation of which Mr. Youyou is the sole stockholder.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

40.1% **

** Based on 94,274,258 shares of common stock of the Issuer outstanding as of August 14, 2008, as reported by the Issuer to the Reporting Person.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission on March 18, 2008 and amended on July 1, 2008 (such Schedule 13D, as amended, the “Original 13D”). Unless otherwise stated herein, the Original 13D remains in full force and effect. Terms used therein and not defined herein shall have the meanings given to them in the Original 13D. This Amendment No. 2 amends and restates in there entirely Items 3, 4, 5 and 6 of the Original 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

On August 14, 2008, Mr. Malik Youyou (“Youyou”) Purchased 10,638,297 Units of Deep Well Oil & Gas, Inc. (“Deep Well”) at a price of US$0.47 per Unit, for a total cash purchase price of $5,000,000. Each Unit consisted of (i) one share of common stock, par value $0.001, of Deep Well (the “Common Shares”), (ii) one warrant to purchase one Common Share at an exercise price of $0.71, and (iii) one warrant to purchase 0.188000015 of a Common Share at an exercise price of $0.95 per Common Share (the warrants referred to in clauses (ii) and (iii) above together, the “Warrants”). The Warrants expire on August 14, 2011. The Units were purchased pursuant to Regulation S under the Securities Act of 1933, as amended. The Warrants contain terms and conditions customary for similar securities. The purchase price was paid out of Youyou’s personal funds.

ITEM 4. PURPOSE OF TRANSACTION.

Youyou acquired the Units for investment purposes in a private offering from Deep Well, as stated in Item 3 above. Except as disclosed below, Youyou does not have any plans or proposals that relate to or would result in:

(a)

the acquisition by any person of additional securities of Deep Well, or the disposition of securities of Deep Well;

(b)

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Deep Well or any of its subsidiaries;

(c)

a sale or transfer of a material amount of assets of Deep Well or any of its subsidiaries;

(d)

any change in the present board of directors or management of Deep Well, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

any material change in the present capitalization or dividend policy of Deep Well;

(f)

any other material change in Deep Well business or corporate structure;

(g)

changes in Deep Well's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Deep Well by any person;

(h)

causing a class of securities of Deep Well to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

a class of equity securities of Deep Well becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

any action similar to any of those enumerated above.

Notwithstanding the foregoing, in connection with Youyou’s acquisition of the Units reported hereunder, Youyou has agreed to purchase additional securities of Deep Well (the “Second Tranche”). Such securities are expected to consist of units that will be substantially similar to the Units, except that the purchase price of the securities to be issued in the Second Tranche is expected to be the lesser of (i) $0.75 per unit and (ii) the 30-day volume weighted average closing trading price of Deep Well’s Common Shares, measured as of the close of trading on October 30, 2008, less a 10% discount; provided that the purchase price for such securities shall not be less than $0.40 per unit. Each full warrant issued as part of the Second Tranche is expected to be exercisable at a price that is 1.5 times the price at which the units will be issued in the Second Tranche, and each partial warrant is expected to be exercisable at a price per whole Common Share that is 2 times the price at which the units will be issued in the Second Tranche. The completion of the Second Tranche is subject to certain closing conditions.

In addition with the transactions described herein, Youyou will become a Director of Deep Well to fill a newly created vacancy on the Board of Directors of Deep Well.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)

See Page 2.

(b)

See Page 2.

(c)

Malik Youyou directly and indirectly acquired the following transactions in Deep Well’s common stock since the filing of Youyou’s Schedule 13D Amendment #1 filed with the SEC on July 1, 2008 by way of the following:

Transaction Date	Number of Shares Acquired	Price Per Share	Method of Transaction	Indirect (I) or Direct (D)
June 20, 2008	2,040	$0.55	Open Market Transaction	I ⁽¹⁾
June 26, 2008	11,000	$0.55	Open Market Transaction	I ⁽¹⁾
June 27, 2008	58,700	$0.55	Open Market Transaction	I ⁽¹⁾
June 30, 2008	280,000	$0.55	Open Market Transaction	I ⁽¹⁾
July 3, 2008	5,000	$0.52	Open Market Transaction	I ⁽¹⁾
July 10, 2008	27,000	$0.52	Open Market Transaction	I ⁽¹⁾
July 11, 2008	231,000	$0.52	Open Market Transaction	I ⁽¹⁾
August 4, 2008	3,170	$0.40	Open Market Transaction	I ⁽¹⁾
August 14, 2008	10,638,297	$0.47	Private Placement	D ⁽²⁾

TOTAL	11,256,207

⁽¹⁾ Westline Enterprises Limited; Malik Youyou owns 100% of Westline Enterprises Limited capital stock.
⁽²⁾ See Item 3 above.

(d)

No person is known to Youyou to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any of the common shares of Deep Well beneficially held by Youyou.

(e)

N/A

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as provided in Item 4 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Youyou and any other person with respect to any securities of Deep Well.

SIGNATURES

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.

			August 18, 2008
			Date


			/s/ Malik Youyou
			Signature


			Malik Youyou
			Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).