Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
GALLOWAY BRUCE
 2. Issuer Name and Ticker or Trading Symbol
SHELLS SEAFOOD RESTAURANTS INC [SHLL] 		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 GALLOWAY CAPITAL MANAGEMENT LLC, 720 FIFTH AVENUE 10TH FLOOR		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/07/2005
(Street)


NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Series B Convertible Preferred Stock, $0.01 par per share 05/24/2005   P 14,342 (1) A $ 15 286,840 (1) D  
Common 02/07/2005   P 31,250 A $ 0.16 318,090 I See Footnote (2)
Common 02/07/2005   P 46,250 A $ 0.16 364,340 I See Footnote (2)
Common 02/07/2005   P 24,100 A $ 0.16 388,440 I See Footnote (3)
Common 02/07/2005   P 193,751 A $ 0.16 582,191 D (4)  
Common 05/24/2005   P 1,644,064 A $ (5) 2,226,255 D (5)  
Common 05/24/2005   P 463,800 A $ (6) 2,690,055 I See Footnote (6)
Common 11/13/2006   P 99,000 A $ 0.75 2,789,055 I See Footnote (7)

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase Common Stock $ 1.3 05/24/2005   P   143,420 05/24/2005 05/24/2010 Common Stock, $0.01 par per share
143,420
$ 1.3 143,420
D (8)
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GALLOWAY BRUCE
C/O GALLOWAY CAPITAL MANAGEMENT LLC
720 FIFTH AVENUE 10TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

/s/ Bruce Galloway 01/09/2006
**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) These are listed on an as converted basis. To date the shares of Preferred Stock Series B have not been converted.
(2) Shares are held in the name of Mr. Galloway's dependent children.
(3) Shares are held by Rexon Galloway Capital Growth, LLC of which Mr. Galloway is a member.
(4) 50% of these shares are owned by Mr. Galloway through Galloway Capital Management of which Mr. Galloway is a member.
(5) Shares held by Mr. Galloway, individually and through his IRA. These shares have been purchased at various times up until 5/24/05.
(6) Shares owned by Strategic Turnaround Equity Partners, LP (Cayman)("STEP"), on investment fund. These shares were primarily acquired through transfers of securities to the fund by various limited partners. Mr. Galloway is a managing member of the General Partner of STEP and accordingly may be deemed to beneficially own the shares in STEP.
(7) Shares were acquired by Strategic Turnaround Equity Partners, LP (Cayman) ("STEP"), an investment fund.
(8) These are warrants issued in connection with the Convertible Preferred Series B discussed above.

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