FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Trinad Capital L.P.   2. Issuer Name and Ticker or Trading Symbol SHELLS SEAFOOD RESTAURANTS INC [shll] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 153 EAST 53RD ST., 48TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/06/2005 (Street) NEW YORK, X1 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants

$ 0.16

01/06/2005

P

668,103

01/06/2005

01/31/2005

Common Stock

668,103

$ 1

2,230,603 (1)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Trinad Capital L.P. 153 EAST 53RD ST. 48TH FLOOR NEW YORK, X1 10022		X
Trinad Advisors GP, LLC 153 EAST 53RD ST. 48TH FLOOR NEW YORK, X1 10022		X
ELLIN ROBERT S 750 LEXINGTON AVE NEW YORK, NY 10022	X	X

Signatures

/s/ Jay Wolf, Managing Director Trinad Capital, L.P.		01/10/2005
**Signature of Reporting Person		Date
/s/ Jay Wolf, Managing Director Trinad Advisors GP, LLC		01/10/2005
**Signature of Reporting Person		Date
/s/ Robert Ellin		01/10/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Warrants are directly owned by Trinad Capital, LP of which Trinad Advisors GP, LLC is the general partner. Mr. Robert Ellin is a managing member of Trinad Advisors. These securities may be deemed to be indirectly owned by Trinad Advisors and Mr. Ellin by virtue of being the general partner of Trinad Capital and managing member of Trinad Advisors, respectively.

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