SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Galloway Capital Management, LLC (Last) (First) (Middle) 1325 AVENUE OF THE AMERICAS 26TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 11/18/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/18/2004		X		200,000(1)	A	$0.16	200,000	D

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warants	$0.16	11/18/2004	11/18/2004	X			200,000	01/31/2003	01/31/2005	Common Stock	468,103	$0.16	468,103(2)	D

1. Name and Address of Reporting Person* Galloway Capital Management, LLC (Last) (First) (Middle) 1325 AVENUE OF THE AMERICAS 26TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GALLOWAY BRUCE (Last) (First) (Middle) C/O BURNHAM SECURITIES 1325 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10018 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Herman Gary L (Last) (First) (Middle) 1325 AVENUE OF THE AMERICAS 26TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The common stock was acquired pursuant to a partial exercise of a warrant to purchase 668,103 shares of common stock of the Issuer held by Galloway Capital Management, LLC ("Galloway Capital"). These securities are owned directly by Galloway Capital. These securities may be deemed to be owned indirectly by Gary Herman and Bruce Galloway, as the managing members of Galloway Capital. Each of Gary Herman and Bruce Galloway disclaims ownership of such shares, except to the extent of their pecuniary interest arising therein.

2. The warrants are part of a warrant to purchase 668,103 shares of common stock of the Issuer held by Galloway Capital Management, LLC ("Galloway Capital"). These securities are owned directly by Galloway Capital. These securities may be deemed to be owned indirectly by Gary Herman and Bruce Galloway, as the managing members of Galloway Capital. Each of Gary Herman and Bruce Galloway disclaims ownership of such shares, except to the extent of their pecuniary interest arising therein.

	/s/ Bruce Galloway, Managing Member	11/22/2004
	/s/ Bruce Galloway	11/22/2004
	/s/ Gary Herman	11/22/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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