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)  February 16, 2006


--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                        SHELLS SEAFOOD RESTAURANTS, INC.


                Delaware              0-28258                    65-0427966
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
      (Address of principal executive offices)                   (Zip Code)

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 240.13e-4(c))

<PAGE>

Item 2.02. Results of Operations and Financial Condition Shells Seafood
Restaurants, Inc. today issued a press release announcing its financial results
for the fourth quarter and fiscal year ended January 1, 2006. 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.

<PAGE>

                                    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: February 16, 2006               SHELLS SEAFOOD RESTAURANTS, INC.




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





Exhibit

 99.1       Press Release dated February 16, 2006
{"company-data": {"conformed-name": "SHELLS SEAFOOD RESTAURANTS INC", "cik": "0000935066", "assigned-sic": "5812", "irs-number": "650427966", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28258", "film-number": "06626772"}, "business-address": {"street1": "16313 N DALE MABRY HWY", "street2": "STE 100", "city": "TAMPA", "state": "FL", "zip": "33618", "phone": "8139610944"}, "mail-address": {"street1": "16313 NORTH DALE MABRY", "street2": "SUITE 100", "city": "TAMPA", "state": "FL", "zip": "33618"}}
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)  February 16, 2006

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                        SHELLS SEAFOOD RESTAURANTS, INC.

                Delaware              0-28258                    65-0427966
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
      (Address of principal executive offices)                   (Zip Code)

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 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition Shells Seafood
Restaurants, Inc. today issued a press release announcing its financial results
for the fourth quarter and fiscal year ended January 1, 2006. 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: February 16, 2006               SHELLS SEAFOOD RESTAURANTS, INC.

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

Exhibit

 99.1       Press Release dated February 16, 2006