SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 4)



                        SHELLS SEAFOOD RESTAURANTS, INC.
                                (Name of Issuer)

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                   822809 10 9
                                 (CUSIP Number)

                             Jonathan E. Cole, Esq.
                                Edwards & Angell
                               250 Royal Palm Way
                              Palm Beach, FL 33480
                                 (561) 833-7700
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                OCTOBER 22, 1997
             (Date of Event Which Requires Filing of This Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].



NOTE: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

(1)    Name of Reporting Persons: ROBERT E. DEZIEL
       S.S. or I.R.S. Identification Nos. of Above Persons:
                   ###-##-####

(2)    Check the Appropriate Box if a Member of a Group*                 (a) [ ]

                                                                         (b) [ ]
(3)    SEC Use Only

(4)    Source of Funds*
       PF

(5)    Check if Disclosure of Legal  Proceedings  is Required  Pursuant to Items
       2(d) or 2(e) [ ]

(6)    Citizenship or Place of Organization: UNITED STATES
Number of Shares                   (7)   Sole Voting Power               184,000
Beneficially Owned                 (8)   Shared Voting Power             -0-
by Each Reporting                  (9)   Sole Dispositive Power          184,000
Person With                       (10)   Shared Dispositive Power        -0-

(11)   Aggregate Amount Beneficially Owned by Each Reporting Person:     184,000

(12)   Check if the Aggregate  Amount in Row (11)
       Excludes Certain Shares                                             *[ ] 

(13)   Percent of Class Represented by Amount of Row (11):                  4.4%

(14)   Type of Reporting Person*: IN



This  Amendment  No. 4 to the Schedule 13D filed on June 4, 1997 (the  "Original
Schedule  13D"),  as amended by Amendment  No. 1 thereto filed on June 20, 1997,
Amendment  No. 2 thereto  filed on August 28, 1997,  and Amendment No. 3 thereto
filed on September 25, 1997 (as amended,  the "Amended  Schedule 13D"), is filed
by Robert E. Deziel to reflect the  exercise of certain  options  granted to him
pursuant to the settlement  among Mr. Deziel,  L&L Foods and related  parties of
the dispute  surrounding  the May 25  Agreement.  Capitalized  terms used herein
without  definition which are defined in the Amended Schedule 13D shall have the
meanings set forth therein.

ITEM 4. PURPOSE OF TRANSACTION.

     (a) Mr. Deziel purchased  100,000 shares of Shells common stock reported in
this  Amendment  No. 4 from L&L  Foods on  October  22,  1997,  pursuant  to the
exercise  of an  option  granted  to him under  the  terms of a  Compromise  and
Settlement  Agreement dated  September 19, 1997 (the  "Compromise and Settlement
Agreement"),  which was previously filed as Exhibit 99.3.1 to Amendment No. 3 to
the Original Schedule 13D.

     Sub-items (b)-(j) are not applicable.

ITEM 5. INTEREST IN SECURITIES OF SHELLS.

     The  response  of Mr.  Deziel to Item 5(a) in the Amended  Schedule  13D is
hereby supplemented and modified as follows:

     Pursuant  to the terms of the  Compromise  and  Settlement  Agreement,  Mr.
Deziel  purchased  from L&L Foods on September 19, 1997 100,000 shares of Shells
common stock at a purchase price of $6.00 per share,  for an aggregate  purchase
price of  $600,000.  On October 22, 1997,  Mr.  Deziel  exercised an  additional
option granted by L&L Foods under the  Compromise  and  Settlement  Agreement to
purchase  100,000 shares of Shells common stock at a purchase price of $6.00 per
share,  for an aggregate  purchase  price of $600,000.  Under the Compromise and
Settlement Agreement, L&L Foods also granted Mr. Deziel an option to purchase an
additional  64,800 shares of Shells common stock at an exercise  price of $12.00
per share.  Mr. Deziel chose not to exercise  such option,  which expired on the
close of business on October 31, 1997. On or about  October 8, 1997,  Mr. Deziel
sold,  in an open market  transaction,  3,665  shares of Shells  common stock at
$13.50 per share for aggregate  proceeds of $49,477.50.  On or about October 27,
1997,  Mr. Deziel sold, in an open market  transaction,  40,000 shares of Shells
common stock at $13.40 per share for aggregate  proceeds of $536,000.  Following
such  transactions,  Mr. Deziel is the beneficial  owner of 184,000  shares,  or
4.4%, of Shells' issued and  outstanding  common stock.  Of these 184,000 shares
beneficially  owned,  Mr.  Deziel  has (i) sole  power to vote and to direct the
vote, and sole power to dispose or direct the  disposition,  of all such shares,
and (ii) no shared power to vote and to direct the vote,  and no shared power to
dispose or direct the disposition, of any shares.

     (e) Mr. Deziel ceased to be the beneficial  owner of more than five percent
of Shells common stock on or about October 27, 1997.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
        TO SECURITIES OF SHELLS.

     As described in Item 4, Mr. Deziel,  L&L Foods and related  parties entered
into a Compromise  and Settlement  Agreement on September 19, 1997.  Pursuant to
the terms of the Compromise and Settlement  Agreement,  Mr. Deziel has purchased
from L&L Foods an  aggregate  of  200,000  shares of  Shells  common  stock at a
purchase price of $6.00 per share. Mr. Deziel chose not to exercise an option to
purchase an additional 64,800 shares of Shells common stock at an exercise price
of $12.00 per share, which expired on the close of business on October 31, 1997.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



Dated:  November 7, 1997            /S/ ROBERT E. DEZIEL
                                    --------------------
                                        Robert E. Deziel