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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1. Name and Address of Reporting Person * Galloway Capital Management, LLC   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) 1325 AVENUE OF THE AMERICAS, 26TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2004 (Street) NEW YORK, NY 10019 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 Common Stock 11/18/2004   X   200,000 (1) A $ 0.16 200,000 D

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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

Warants

$ 0.16

11/18/2004

11/18/2004

X

200,000

01/31/2003

01/31/2005

Common Stock

468,103

$ 0.16

468,103 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Galloway Capital Management, LLC 1325 AVENUE OF THE AMERICAS 26TH FLOOR NEW YORK, NY 10019		X
GALLOWAY BRUCE C/O BURNHAM SECURITIES 1325 AVENUE OF THE AMERICAS NEW YORK, NY 10018		X
Herman Gary L 1325 AVENUE OF THE AMERICAS 26TH FLOOR NEW YORK, NY 10019		X

Signatures

/s/ Bruce Galloway, Managing Member		11/22/2004
**Signature of Reporting Person		Date
/s/ Bruce Galloway		11/22/2004
**Signature of Reporting Person		Date
/s/ Gary Herman		11/22/2004
**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 common stock was acquired pursuant to a partial exercise of a warrant to purchase 668,103 shares of common stock of the Issuer held by Galloway Capital Management, LLC ("Galloway Capital"). These securities are owned directly by Galloway Capital. These securities may be deemed to be owned indirectly by Gary Herman and Bruce Galloway, as the managing members of Galloway Capital. Each of Gary Herman and Bruce Galloway disclaims ownership of such shares, except to the extent of their pecuniary interest arising therein.
(2)	The warrants are part of a warrant to purchase 668,103 shares of common stock of the Issuer held by Galloway Capital Management, LLC ("Galloway Capital"). These securities are owned directly by Galloway Capital. These securities may be deemed to be owned indirectly by Gary Herman and Bruce Galloway, as the managing members of Galloway Capital. Each of Gary Herman and Bruce Galloway disclaims ownership of such shares, except to the extent of their pecuniary interest arising therein.

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