As filed with the Securities and Exchange Commission on January 30, 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 30, 2004

                       Shells Seafood Restaurants, Inc.
          (Exact name of registrant as specified in its charter)

            Delaware              0-28258                65-0427966
(State or other jurisdiction  (Commission file number)   (IRS employer
      of incorporation)                                 identification No.)

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

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

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



Item 12. Results of Operations and Financial Condition
-------------------------------------------------------
Shells Seafood Restaurants, Inc. today issued a
press release announcing annual and fourth quarter 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.


                                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.

Dated: January 30, 2004    SHELLS SEAFOOD RESTAURANTS, INC.


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

 

INDEX TO EXHIBITS

99     Press Release dated January 30, 2004.