UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f)of the Investment Company Act of 1940
1. Name and Address 2. Issuer Name and Ticker 6. Relationship of Reporting
Of Reporting Person Person to Issuer
(Last, First, Middle) SHELLS SEAFOOD _XX_Director
RESTAURANTS, INC. __Officer
Gardner, J. Stephen ("SHLL.OB") __10% owner
220 S. Franklin St __Other
Tampa, FL 33602 _____________
Title
3. IRS ID Number 4. Statement 7. Individual or Joint
Of Reporting for Month/Year Group Reporting
Person, if and
entity (voluntary)DECEMBER 2002 _x_Form Filed by
One Reporting Person
NA 5. If Amendment, __Form Filed by more
Date of Original than one Reporting
(Month, Year) Person
N/A
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security 2. Trans- 3. Trans- 4. Securities 5. Amount of 6. Owner- 7. Nature of
action action Acquired (A) or Securities ship Indirect
Date Code Disposed of (D) Beneficially Form: Beneficial
(Month/ (Instr. (Instr. 3,4 and 5) Owned at the Direct Ownership
Day/ 8) end of (D) or (Instr. 4)
Year) Issuer's Indirect
Amount (D) Price Fiscal Year (I)
none
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, call, warrants, options,
convertible securities)
1.Title of 2.Conver- 3.Trans- 4.Trans- 5.Number 6.Date Exercisable 7.Title and 8.Price of 9.Number of 10.Ownership 11.Nature
Derivative sion or action action of and Expiration Amount of Derivative Derivative of of Indir-
Security Exercise Date Code Derivative Date Underlying Security Securities Derivative ect Bene-
(Instr. 3) Price of (Month/ (Instr. Securities (Month/Day/Year) Securities (Instr. 5) Beneficially Security: ficial
Derivative Day/ 8) Acquired (Instr. 3 Owned at Direct(D) Owner-
Security Year) (A) or and 4) End of or Indir- ship
Disposed Year ect(I)
Of (D)
Amount
Or
Number
Date Expiration #Of
(A) (D) Exercisable Date Title Shares
Warrants to
purchase Common
common stock stock
$0.01 par $.01
value per par
share $0.16 1/31/03 1/31/05 value 4,454,015 - (1) I (1)
Option to
purchase Common
common stock stock
$0.01 par $.01
value per par
share $0.42 2/28/02 A 10,000 (2) 2/28/12 value 10,000 - 10,000 D
Explanation of Responses:
(1) Total number of shares which may be acquired by Shells Investment Partners.
Does not reflect Mr. Gardner's allocable percentage of such shares.
(2) These options are exercisable as to 5,000 shares on each of
February 28, 2003 and February 28, 2004.
/s/ J. Stephen Gardner
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Signature of Reporting Person 2/12/2003