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                                  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) July 28, 2005

                        SHELLS SEAFOOD RESTAURANTS, INC.
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             (Exact name of registrant as specified in its charter)

              Delaware                 0-28258             65-0427966
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    (State or other jurisdiction     (Commission        (I.R.S. Employer
         of incorporation)           File Number)     Identification No.)

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

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

                                 Not Applicable
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         (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 240.13e-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Shells Seafood Restaurants, Inc. today issued a press release announcing its
financial results for the second quarter of 2005. Included in the press release
issued by the Company and furnished herewith as Exhibit 99.1 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 is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.

This information, including the press release filed as Exhibit 99.1, shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933.



                                    SIGNATURE

     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: July 28, 2005                            SHELLS SEAFOOD RESTAURANTS, INC.

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



Exhibit
99.1   Press Release dated July 28, 2005.