As filed with the Securities and Exchange Commission on October 27, 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):
                                October 27, 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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: 

|_| Written communications pursuant to Rule 425 under the Securities Act 
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13a-4(c))


Item 2.02. Results of Operations and Financial Condition

Shells Seafood Restaurants, Inc. today issued a press release announcing third
quarter and year-to-date 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: October 27, 2004         SHELLS SEAFOOD RESTAURANTS, INC.

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


INDEX TO EXHIBITS

99     Press Release dated October 27, 2004.