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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) March 22, 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 8.01   Other Events

Shells unveiled a spectacular new waterfront restaurant in Clearwater Beach,
Florida today, celebrating its first new opening since 1999. 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,
            March 22, 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: March 22, 2005

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