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) May 4, 2006

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

            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))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Shells Seafood Restaurants, Inc. issued a press release on May 4, 2006
announcing its financial results for the first quarter of 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: May 10, 2006

                                           SHELLS SEAFOOD RESTAURANTS, INC.

                                           By: /s/ Warren R. Nelson
                                           ----------------------------
                                           Warren R. Nelson
                                           Executive Vice President and CFO