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 * GALLOWAY BRUCE   2. Issuer Name and Ticker or Trading Symbol SHELLS SEAFOOD RESTAURANTS INC [SHLLQ] 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) C/O BURNHAM SECURITIES, 1325 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2005 (Street) NEW YORK, NY 10018 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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, $0.01 par value per share 01/31/2005   X   643,964 (2) A $ 0.16 1,349,964 (1) D   Common Stock, $0.01 par value per share 01/31/2005   X   543,102 (3) A $ 0.16 543,102 (3) I See Footnote (4)

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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

Warrant to purchase Common Stock

$ 0.5

01/31/2005

01/31/2007

Warrant to purchase Common Stock

400,000

400,000

I

See Footnote. (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GALLOWAY BRUCE C/O BURNHAM SECURITIES 1325 AVENUE OF THE AMERICAS NEW YORK, NY 10018		X

Signatures

Bruce Galloway		02/17/2005
**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)	Represents shares owned by the Reporting Person and held by the Bruce Galloway IRA R/O. Bruce Galloway has sole voting and dispostive power over these securities.
(2)	The Common Stock was acquired pursuant to the exercise of the remaining portion of a warrant held by the Bruce Galloway, IRA R/O.
(3)	Represents shares acquired by the exercise of the remaining portion of a warrant owned by affiliated entities of the Reporting Person.
(4)	Includes shares owned by Galloway Capital Management, LLC, Jacombs Trading, Inc. and a trust for the benefit of Mr. Galloway's children. Mr. Galloway is a managing member of Galloway Capital Management, LLC, a majority shareholder of Jacombs Trading, Inc. and trustee of the aforementioned trust.
(5)	The warrant is held by GCM Shells Seafood Partners, LLC of which Mr. Galloway is a managing member.

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