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                           EFFECTIVE AUGUST 23RD, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 31, 2005

                         SHELLS SEAFOOD RESTAURANTS, INC
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             (Exact name of registrant as specified in its charter)

            Delaware                   0-28258               65-0427966
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  (State or other jurisdiction       (Commission         (I.R.S. Employer
       of incorporation)             File Number)       Identification No.)

     16313 N. Dale Mabry Hwy, Ste 100, Tampa, FL              33618
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      (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code  (813) 961-0944

                                 Not Applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02   Results of Operations and Financial Condition

Shells Seafood Restaurants, Inc. today issued a press release announcing fourth
quarter and year-to-date results. Included in the press release issued by the
Company and furnished herewith as Exhibit 99 are certain non-GAAP financial
measures. Management of the Company believes such non-GAAP financial measures
are useful to investors assessing the financial condition and results of
operations of the Company's core business operations because they exclude
results which management believes are atypical and unlikely to occur with
regularity in the future.

A copy of the press release follows as Exhibit 99.1

Item 9.01   Financial Statements and Exhibits.

(c)     Exhibits

99.1        Press Release issued by SHELLS SEAFOOD RESTAURANTS, INC, 
            January 31,2005.   



                                   SIGNATURES

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

                                                SHELLS SEAFOOD RESTAURANTS, INC.
                                                --------------------------------
                                                (Registrant)

Date: January 31, 2005

                                                By: /s/ Leslie J. Christon
                                                    ----------------------------
                                                    Leslie J. Christon
                                                    President and CEO