SHELLS SEAFOOD RESTAURANTS INC, S-8, 1997-08-05

SHELLS SEAFOOD RESTAURANTS INC
S-8, 1997-08-05
EATING PLACES

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<PAGE>

As filed with the Securities and Exchange Commission on August 5, 1997

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

---------------

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

Delaware 65-0427966
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
16313 North Dale Mabry Highway
Suite 100
Tampa, Florida 33618
(813) 961-0944
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Shells Seafood Restaurants, Inc. Stock Option Plan for Non-Employee Directors.

Shells Seafood Restaurants, Inc. 1995 Employee Stock Option Plan, as amended.

Shells Seafood Restaurants, Inc. 1996 Employee Stock Option Plan.

(full title of the plan)

WILLIAM E. HATTAWAY
PRESIDENT
SHELLS SEAFOOD RESTAURANTS, INC.
16313 N. Dale Mabry Highway
Suite 100
Tampa, Florida 33618
(813) 961-0944
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies of all communications, including all communications sent to
the agent for service, should be sent to:

SHELDON G. NUSSBAUM, ESQ.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000

(Facing Page Continued on Following Page)

<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities Proposed maximum Proposed maximum Amount of
to be registered Amount to be registered offering price per unit (1) aggregate offering price (1) registration fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share............. 541,000 shares $13.625 $7,371,125.00 $2,234.00
====================================================================================================================================
</TABLE>

(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based on the average of the high and low prices of
the Common Stock as reported on the Nasdaq National Market on August 1,
1997.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by Shells Seafood Restaurants, Inc. (the
"Company") are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996.

(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1997.

(c) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A dated April 19, 1996.

In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Frederick R. Adler, the Chairman of the Company's Board of
Directors is Of Counsel to Fulbright & Jaworski L.L.P. and, as of August 1,
1997, beneficially owns 759,726 shares of the Company's Common Stock and
warrants to purchase an additional 350,000 shares of Common Stock.

<PAGE>

Item 6. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") permits indemnification of directors, officers and
employees of a corporation under certain conditions and subject to certain
limitations. The Certificate of Incorporation and By-laws of the Company provide
that the Company shall indemnify its directors and officers to the fullest
extent permitted by Section 145 of the GCL. The By-laws also provide that the
Company shall advance expenses to directors and officers incurred in connection
with an action or proceeding as to which they may be entitled to
indemnification, subject to certain exceptions. In addition, the Company has
entered into indemnification agreements with its directors and officers.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

4(a) Shells Seafood Restaurants, Inc. 1995 Employee Stock Option
Plan, as amended (the "1995 Plan").

(b) Shells Seafood Restaurants, Inc. 1996 Employee Stock Option
Plan (the "1996 Plan").

(d) Shells Seafood Restaurants, Inc. Stock Option Plan for
Non-Employee Directors.

5 Opinion of Fulbright & Jaworski L.L.P.

23(a) Consent of Deloitte & Touche LLP.

(b) Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5).

24 Power of Attorney (included in signature page).

II-2

<PAGE>

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-3

<PAGE>

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person of
the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tampa, State of Florida on August 4, 1997.

SHELLS SEAFOOD RESTAURANTS, INC.

By: /s/ William E. Hattaway
-------------------------------------
William E. Hattaway
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints WILLIAM E. HATTAWAY and WARREN R. NELSON,
or either of them, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<S> <C> <C>
President, Chief Executive
/s/ William E. Hattaway Officer and Director August 4, 1997
- ------------------------------------ (principal executive officer)
William E. Hattaway

Vice President of Finance, Chief
/s/ Warren R. Nelson Financial Officer, Treasurer and August 4, 1997
- ------------------------------------ Secretary (principal financial and
Warren R. Nelson accounting officer)

/s/ Frederick R. Adler Chairman of the Board August 4, 1997
- ------------------------------------
Frederick R. Adler

/s/ Philip R. Chapman Director August 4, 1997
- ------------------------------------
Philip R. Chapman

/s/ Kamal Mustafa Director August 4, 1997
- ------------------------------------
Kamal Mustafa

/s/ Jay S. Nickse Director August 4, 1997
- ------------------------------------
Jay S. Nickse

/s/ Edwin F. Russo Director August 4, 1997
- ------------------------------------
Edwin F. Russo
</TABLE>

II-5

<PAGE>

SHELLS SEAFOOD RESTAURANTS, INC.
1995 EMPLOYEE STOCK OPTION PLAN

1. Purpose. The purpose of the Shells Seafood Restaurants,
Inc. 1995 Employee Stock Option Plan (the "Plan") is to enable Shells Seafood
Restaurants, Inc. (the "Company") and its stockholders to secure the benefits of
common stock ownership by executive officers of the Company and its
subsidiaries. The Board of Directors of the Company (the "Board") believes that
the granting of options under the Plan will foster the Company's ability to
attract, retain and motivate those individuals who will be largely responsible
for the profitability and long-term future growth of the Company.

2. Stock Subject to the Plan. The Company may issue and sell a
total of 340,000 shares of its common stock, $.01 par value (the "Common
Stock"), pursuant to the Plan. Such shares may be either authorized and unissued
or held by the Company in its treasury. New options may be granted under the
Plan with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.

3. Administration. The Plan will be administered by a
committee (the "Committee") consisting of at least two directors appointed by
and serving at the pleasure of the Board. Unless the Board determines otherwise,
the members of the Committee are to be "disinterested directors" within the
meaning and for the purposes of Rule 16(b)-3 under the Securities Exchange Act
of 1934. Subject to the provisions of the Plan, the Committee, acting in its
sole and absolute discretion, will have full power and authority to grant
options under the Plan, to interpret the provisions of the

<PAGE>

Plan, to fix and interpret the provisions of option agreements made under the
Plan, to supervise the administration of the Plan, and to take such other action
as may be necessary or desirable in order to carry out the provisions of the
Plan. A majority of the members of the Committee will constitute a quorum. The
Committee may act by the vote of a majority of its members present at a meeting
at which there is a quorum or by unanimous written consent. The decision of the
Committee as to any disputed question, including questions of construction,
interpretation and administration, will be final and conclusive on all persons.
The Committee will keep a record of its proceedings and acts and will keep or
cause to be kept such books and records as may be necessary in connection with
the proper administration of the Plan.

4. Eligibility. Options may be granted under the Plan to
present or future executive officers of the Company or a subsidiary of the
Company (a "Subsidiary") within the meaning of Section 424(f) of the Internal
Revenue Code of 1986 (the "Code"). Subject to the provisions of the Plan, the
Committee may from time to time select the persons to whom options will be
granted, and will fix the number of shares covered by each such option and
establish the terms and conditions thereof (including, without limitation,
exercise price and restrictions on exercisability of the option or on the shares
of Common Stock issued upon exercise thereof and whether or not the option is to
be treated as an incentive stock option within the meaning of Section 422 of the
Code (an "Incentive Stock Option").

5. Terms and Conditions of Options. Each option granted under
the Plan will be evidenced by a written agreement in a form approved by the
Committee.

<PAGE>

Each such option will be subject to the terms and conditions set forth in this
paragraph and such additional terms and conditions not inconsistent with the
Plan (and, in the case of an Incentive Stock Option, not inconsistent with the
provisions of the Code applicable thereto) as the Committee deems appropriate.

(a) Option Exercise Price. In the case of an option
which is not treated as an Incentive Stock Option, the exercise price per share
may not be less than the par value of a share of Common Stock on the date the
option is granted; and, in the case of an Incentive Stock Option, the exercise
price per share may not be less than 100% of the fair market value of a share of
Common Stock on the date the option is granted (110% in the case of an optionee
who, at the time the option is granted, owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or a
Subsidiary (a "ten percent shareholder")). For purposes hereof, the fair market
value of a share of Common Stock on any date will be equal to the closing sale
price per share as published by a national securities exchange on which shares
of the Common Stock are traded on such date or, if there is no sale of Common
Stock on such date, the average of the bid and asked prices on such exchange at
the closing of trading on such date or, if shares of the Common Stock are not
listed on a national securities exchange on such date, the closing price or, if
none, the average of the bid and asked prices in the over the counter market at
the close of trading on such date, or if the Common Stock is not traded on a
national securities exchange or the over the counter market, the fair market
value of a share of the Common Stock on such date as determined in good faith by
the Committee.

(b) Option Period. The period during which an option
may be exercised will be fixed by the Committee and will not exceed 10 years
from the date the

<PAGE>

option is granted (5 years in the case of an Incentive Stock Option granted to a
"ten percent shareholder").

(c) Exercise of Options. No option will become
exercisable unless the person to whom the option was granted remains in the
continuous employ or service of the Company or a Subsidiary for at least one
year (or for such other period as the Committee may designate) from the date the
option is granted. Subject to earlier termination of the option as provided
herein, unless the Committee determines otherwise, the option will become
exercisable in accordance with the following schedule based upon the number of
full years of the optionee's continuous employment or service with the Company
or a Subsidiary following the date of grant:

Full Years of Continuous Incremental Percentage Cumulative Percentage of
Employment/Service of Option Exercisable Option Exercisable

Less than 1 0% 0%

1 33.3% 33.3%

2 33.3% 66.6%

3 or more 33.3% 100%

All or part of the exercisable portion of an option may be exercised at any time
during the option period, except that, without the consent of the Committee, no
partial exercise of an option may be for less than 100 shares. An option may be
exercised by transmitting to the Company (1) a written notice specifying the
number of shares to be purchased, and (2) payment of the exercise price (or, if
applicable, delivery of a secured obligation therefor), together with the
amount, if any, deemed necessary by the

<PAGE>

Committee to enable the Company to satisfy its income tax withholding
obligations with respect to such exercise (unless other arrangements acceptable
to the Company are made with respect to the satisfaction of such withholding
obligations).

(d) Payment of Exercise Price. The purchase price of
shares of Common Stock acquired pursuant to the exercise of an option granted
under the Plan may be paid in cash and/or such other form of payment as may be
permitted under the option agreement, including, without limitation,
previously-owned shares of Common Stock. The Committee may permit the payment of
all or a portion of the purchase price in installments (together with interest)
over a period of not more than 5 years.

(e) Rights as a Stockholder. No shares of Common
Stock will be issued in respect of the exercise of an option granted under the
Plan until full payment therefor has been made (and/or provided for where all or
a portion of the purchase price is being paid in installments). The holder of an
option will have no rights as a stockholder with respect to any shares covered
by an option until the date a stock certificate for such shares is issued to him
or her. Except as otherwise provided herein, no adjustments shall be made for
dividends or distributions of other rights for which the record date is prior to
the date such stock certificate is issued.

(f) Nontransferability of Options. No option shall be
assignable or transferrable except upon the optionee's death to a beneficiary
designated by the optionee in accordance with procedures established by the
Committee or, if no designated beneficiary shall survive the optionee, pursuant
to the optionee's will or by the laws of descent and distribution. During an
optionee's lifetime, options may be exercised only by the optionee or the
optionee's guardian or legal representative.

<PAGE>

(g) Termination of Employment or Other Service. If an
optionee ceases to be employed by or to perform services for the Company and any
Subsidiary for any reason other than death or disability (defined below), then
each outstanding option granted to him or her under the Plan will terminate on
the date three months after the date of such termination of employment or
service or on such other date as may be specified in the option agreement. If an
optionee's employment or service is terminated by reason of the optionee's death
or disability (or if the optionee's employment or service is terminated by
reason of his or her disability and the optionee dies within one year after such
termination of employment or service), then each outstanding option granted to
the optionee under the Plan will terminate on the date one year after the date
of such termination of employment or service (or one year after the later death
of a disabled optionee) or on such other date as may be specified in the option
agreement. For purposes hereof, the term "disability" means the inability of an
optionee to perform the customary duties of his or her employment or other
service for the Company or a Subsidiary by reason of a physical or mental
incapacity which is expected to result in death or be of indefinite duration.

(h) Other Provisions. The Committee may impose such
other conditions with respect to the exercise of options, including, without
limitation, any conditions relating to the application of federal or state
securities laws, as it may deem necessary or advisable.

6. Capital Changes, Reorganization, Sale.

(a) Adjustments Upon Changes in Capitalization. The
aggregate number and class of shares for which options may be granted under the
Plan, the

<PAGE>

number and class of shares covered by each outstanding option and the exercise
price per share shall all be adjusted proportionately for any increase or
decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend.

(b) Cash, Stock or Other Property for Stock. Except
as otherwise provided in this subparagraph, in the event of an Exchange
Transaction (as defined below), all optionees will be permitted to exercise
their outstanding options (whether or not otherwise exercisable) subject to and
effective upon the consummation of the Exchange Transaction, and any outstanding
options not so exercised before the consummation of the Exchange Transaction
will thereupon terminate. Notwithstanding the preceding sentence, if, as part of
the Exchange Transaction, the shareholders of the Company receive capital stock
of another corporation ("Exchange Stock"), and if the Board, in its sole
discretion, so directs, then all outstanding options will be converted into
options to purchase shares of Exchange Stock. The amount and price of the
converted options will be determined by adjusting the amount and price of the
options granted hereunder on the same basis as the determination of the number
of shares of Exchange Stock the holders of Common Stock will receive in the
Exchange Transaction.

(c) Definition of Exchange Transaction. For purposes
hereof, the term "Exchange Transaction" means a merger (other than a merger of
the Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere reincorporation
or the creation of a holding

<PAGE>

company) or liquidation of the Company, as a result of which the Shareholders of
the Company receive cash, stock or other property in exchange for or in
connection with their shares of Common Stock.

(d) Fractional Shares. In the event of any adjustment
in the number of shares covered by any option pursuant to the provisions hereof,
any fractional shares resulting from such adjustment will be disregarded and
each such option will cover only the number of full shares resulting from the
adjustment.

(e) Determination of Board to be Final. All
adjustments under this paragraph 6 shall be made by the Board, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.

7. Amendment and Termination of the Plan. The Board may amend
or terminate the Plan. Except as otherwise provided in the Plan with respect to
equity changes, any amendment which would increase the aggregate number of
shares of Common Stock as to which options may be granted under the Plan,
materially increase the benefits under the Plan, or modify the class of persons
eligible to receive options under the Plan shall be subject to the approval of
the holders of a majority of the Common Stock issued and outstanding. No
amendment or termination may affect adversely any outstanding option without the
written consent of the optionee.

8. No Rights Conferred. Nothing contained herein will be
deemed to give any individual any right to receive an option under the Plan or
to be retained in the employ or service of the Company or any Subsidiary.

<PAGE>

9. Governing Law. The Plan and each option agreement shall be
governed by the laws of the State of Delaware.

10. Decisions and Determinations of Committee to be Final.
Except to the extent rights or powers under this Plan are reserved specifically
to the discretion of the Board, all decisions and determinations of the
Committee are final and binding.

11. Term of the Plan. The Plan shall be effective as of
September 11, 1995, the date on which it was adopted by the Board, subject to
the approval of the stockholders of the Company, which approval was granted
during March, 1996. The Plan will terminate on September 10, 2005, the date ten
years after the date of adoption by the Board, unless sooner terminated by the
Board. The rights of optionees under options outstanding at the time of the
termination of the Plan shall not be affected solely by reason of the
termination and shall continue in accordance with the terms of the option (as
then in effect or thereafter amended).

<PAGE>

SHELLS SEAFOOD RESTAURANTS, INC.
1996 EMPLOYEE STOCK OPTION PLAN

1. Purpose. The purpose of the Shells Seafood Restaurants,
Inc. 1996 Employee Stock Option Plan (the "Plan") is to enable Shells Seafood
Restaurants, Inc. (the "Company") and its stockholders to secure the benefits of
common stock ownership by key personnel of the Company and its subsidiaries. The
Board of Directors of the Company (the "Board") believes that the granting of
options under the Plan will foster the Company's ability to attract, retain and
motivate those individuals who will be largely responsible for the profitability
and long-term future growth of the Company.

2. Stock Subject to the Plan. The Company may issue and sell a
total of 101,000 shares of its common stock, $.01 par value (the "Common
Stock"), pursuant to the Plan. Such shares may be either authorized and unissued
or held by the Company in its treasury. New options may be granted under the
Plan with respect to shares of Common Stock which are covered by the unexercised
portion of an option which has terminated or expired by its terms, by
cancellation or otherwise.

<PAGE>

supervise the administration of the Plan, and to take such other action as may
be necessary or desirable in order to carry out the provisions of the Plan. A
majority of the members of the Committee will constitute a quorum. The Committee
may act by the vote of a majority of its members present at a meeting at which
there is a quorum or by unanimous written consent. The decision of the Committee
as to any disputed question, including questions of construction, interpretation
and administration, will be final and conclusive on all persons. The Committee
will keep a record of its proceedings and acts and will keep or cause to be kept
such books and records as may be necessary in connection with the proper
administration of the Plan.

4. Eligibility. Options may be granted under the Plan to
present or future key employees of the Company or a subsidiary of the Company (a
"Subsidiary") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986 (the "Code"), and to consultants to the Company or a Subsidiary who are
not employees. Subject to the provisions of the Plan, the Committee may from
time to time select the persons to whom options will be granted, and will fix
the number of shares covered by each such option and establish the terms and
conditions thereof (including, without limitation, exercise price and
restrictions on exercisability of the option or on the shares of Common Stock
issued upon exercise thereof and whether or not the option is to be treated as
an incentive stock option within the meaning of Section 422 of the Code (an
"Incentive Stock Option").

5. Terms and Conditions of Options. Each option granted under
the Plan will be evidenced by a written agreement in a form approved by the
Committee.

<PAGE>

(b) Option Period. The period during which an option
may be exercised will be fixed by the Committee and will not exceed 10 years
from the date the

<PAGE>

option is granted (5 years in the case of an Incentive Stock Option granted to a
"ten percent shareholder").

Full Years of Continuous Incremental Percentage Cumulative Percentage of
Employment/Service of Option Exercisable Option Exercisable
------------------ --------------------- ------------------

Less than 1 0% 0%

1 33.3% 33.3%

2 33.3% 66.6%

3 or more 33.3% 100%

<PAGE>

with respect to such exercise (unless other arrangements acceptable to the
Company are made with respect to the satisfaction of such withholding
obligations).

(g) Termination of Employment or Other Service. If an
optionee ceases to be employed by or to perform services for the Company and any
Subsidiary

<PAGE>

for any reason other than death or disability (defined below), then each
outstanding option granted to him or her under the Plan will terminate on the
date three months after the date of such termination of employment or service or
on such other date as may be specified in the option agreement. If an optionee's
employment or service is terminated by reason of the optionee's death or
disability (or if the optionee's employment or service is terminated by reason
of his or her disability and the optionee dies within one year after such
termination of employment or service), then each outstanding option granted to
the optionee under the Plan will terminate on the date one year after the date
of such termination of employment or service (or one year after the later death
of a disabled optionee) or on such other date as may be specified in the option
agreement. For purposes hereof, the term "disability" means the inability of an
optionee to perform the customary duties of his or her employment or other
service for the Company or a Subsidiary by reason of a physical or mental
incapacity which is expected to result in death or be of indefinite duration.

6. Capital Changes, Reorganization, Sale.
(a) Adjustments Upon Changes in Capitalization. The
aggregate number and class of shares for which options may be granted under the
Plan, the number and class of shares covered by each outstanding option and the
exercise price per share shall all be adjusted proportionately for any increase
or decrease in the

<PAGE>

number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or any like capital adjustment, or the payment of any
stock dividend.

<PAGE>

Company receive cash, stock or other property in exchange for or in connection
with their shares of Common Stock.

<PAGE>

9. Governing Law. The Plan and each option agreement shall be
governed by the laws of the State of Delaware.

<PAGE>

STOCK OPTION AGREEMENT

PURSUANT TO

SHELLS SEAFOOD RESTAURANTS, INC.

____ STOCK OPTION PLAN

* * *

[INCENTIVE] STOCK OPTION AGREEMENT made as of the __th day of _____,
____, between SHELLS SEAFOOD RESTAURANTS, INC., a Delaware corporation (the
"Company"), and _________________, an employee of the Company or of a subsidiary
of the Company (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Company desires, by affording the Optionee an opportunity
to purchase shares of its Common Stock, $.01 par value per share (the "Common
Stock"), as hereinafter provided, to carry out the purpose of the Company's ____
Stock Option Plan (the "Plan"):

NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto mutually
covenant and agree as follows:

1. Grant of Option. The Company hereby grants to the Optionee
an [incentive] stock option (the "Option") to purchase all or any part of an
aggregate of ______ shares of Common Stock (such number being subject to
adjustment as provided in Paragraph 6) on the terms and conditions hereinafter
set forth.

2. Purchase Price. The purchase price of the shares of Common
Stock issuable upon exercise of the Option (the "Option Price") shall be $______
per share, which is not less than one hundred percent (100%) of the fair market
value per share of Common Stock on the date hereof. Payment shall be made in
cash, by certified check or in shares of Common Stock in the manner prescribed
in Paragraph 7 hereof.

3. Term of Option. The term of the Option shall be for a
period of ten (10) years from the date hereof, subject to earlier termination as
provided in Paragraph 5. The Option is exercisable during its term only in
accordance with the provisions of Exhibit A attached hereto.

Except as provided in Paragraph 5, the Option may not be exercised
unless, at the time the Option is exercised and at all times from the date it
was granted, the Optionee shall then be and shall have been, an employee of the
Company or any subsidiary.

<PAGE>

4. Nontransferability. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution to the extent
provided in Paragraph 5, and the Option may be exercised, during the lifetime of
the Optionee, only by him. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned, transferred
(except as provided above), pledged or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof and of the Plan, and the levy of any execution, attachment, or similar
process upon the Option, shall be null and void and without effect; provided,
however, that if the Optionee shall die while in the employ of the Company or
any subsidiary, his estate, personal representative, or beneficiary shall have
the right to exercise the Option to the extent provided in Paragraph 5.

5. Termination of Option. If the Optionee shall cease to be
employed by the Company or any subsidiary for any reason other than death or
disability, then the Option, to the extent that it is exercisable by him at the
time he ceases to be employed by the Company or any subsidiary, and only to the
extent that the Option is exercisable as of such time, may be exercised by him
within three (3) months after such time; provided, however, that the
Compensation and Stock Option Plan Committee may, in its sole discretion,
determine that he has more than three (3) months from the date he ceases to be
employed by the Company or any subsidiary to exercise the Option.

If the Optionee shall cease to be employed by the Company or any
subsidiary as the result of his disability, then the Option, to the extent that
it is exercisable by him at the time he ceases to be employed by the Company or
any subsidiary, and only to the extent that the Option is exercisable as of such
time, may be exercised by him within twelve (12) months after such time.

If the Optionee shall die while in the employ of the Company or any
subsidiary (or within one year of the termination of Optionee by reason of
Optionee's disability), his estate, personal representative, or beneficiary
shall have the right, subject to the provisions of Paragraph 3, to exercise the
Option (to the extent that the Optionee would have been entitled to do so at the
time of his death) at any time within twelve (12) months from the date of his
death.

In the event of the institution of any legal proceedings directed to
the validity of the Plan or the Option, the Company may, in its sole discretion,
and without incurring any liability therefor to the Optionee, terminate the
Option.

6. Changes in Capital Stock. Upon any readjustment or
recapitalization of the Company's capital stock whereby the character of the
Common Stock shall be changed, appropriate adjustments shall be made so that the
capital stock issuable upon exercise of the Option after such readjustment or
recapitalization shall be the substantial equivalent of the Common Stock
issuable upon exercise of the Option. In the case of a merger, sale of assets or
similar transaction which results in a replacement of the Common Stock with
stock of another corporation, the Company will make a reasonable effort, but
shall not be required, to replace any outstanding

<PAGE>

Options granted under the Plan with comparable options to purchase the stock of
such other corporation, or will provide for immediate maturity of all
outstanding Options, with all Options not being exercised within the time period
specified by the Board of Directors being terminated.

7. Method of Exercising Option. Subject to the terms and
conditions of this Agreement, the Option may be exercised by written notice to
the Company at its offices at 16313 North Dale Mabry Highway, Suite 100, Tampa,
Florida 33618 (Attention: President). Such notice shall state that the Option is
being exercised thereby and the number of shares of Common Stock in respect of
which it is being exercised. It shall be signed by the person or persons so
exercising the Option and shall be accompanied by payment in full of the Option
Price for such shares of Common Stock in cash, by certified check or in shares
of Common Stock.

If shares of Common Stock are tendered as payment of the Option Price,
the value of such shares shall be their fair market value as of the date of
exercise. If such tender would result in the issuance of fractional shares of
Common Stock, the Company shall instead return the balance in cash or by check
to the Optionee. The Company shall issue, in the name of the person or persons
exercising the Option, and deliver a certificate or certificates representing
such shares as soon as practicable after notice and payment shall be received.

In the event the Option shall be exercised by any person or persons
other than the Optionee, pursuant to Paragraph 5, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise the Option.

The Optionee shall have no rights of a stockholder with respect to
shares of Common Stock to be acquired by the exercise of the Option until a
certificate or certificates representing such shares are issued to him. All
shares of Common Stock purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.

8. General. The Company shall at all times during the term of
the Option reserve and keep available such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Agreement, shall pay all
original issue taxes, if any, with respect to the issuance of shares of Common
Stock pursuant hereto and all other fees and expenses necessarily incurred by
the Company in connection therewith, and shall, from time to time, use its best
efforts to comply with all laws and regulations which, in the opinion of counsel
for the Company, shall be applicable thereto.

9. Representations of Optionee. The Optionee hereby represents
that he and any related persons or entities, within the meaning of Section
425(d) of the Internal Revenue Code of 1986, do not own as much as ten percent
(10%) of the total combined voting power of all classes of capital stock of the
Company, and in accepting the Option herein granted to him, agrees to the terms
of such Option as of the date hereof.

<PAGE>

10. Notices. Each notice relating to this Agreement shall be
in writing and delivered in person or by first class mail, postage prepaid, to
the address as hereinafter provided. Each notice shall be deemed to have been
given on the date it is received. Each notice to the Company shall be addressed
to it at its offices at 16313 North Dale Mabry Highway, Suite 100, Tampa,
Florida 33618 (Attention: President). Each notice to the Optionee or other
person or persons then entitled to exercise the Option shall be addressed to the
Optionee or such other person or persons at the Optionee's last known address.

11. Incorporation of Plan. Notwithstanding the terms and
conditions herein, this Agreement shall be subject to and governed by all the
terms and conditions of the Plan. A copy of the Plan has been delivered to the
Optionee and is hereby incorporated by reference. In the event of any
discrepancy or inconsistency between the terms and conditions of this Agreement
and of the Plan, the terms and conditions of the Plan shall control.

12. Continuance of Employment. The granting of the Option is
in consideration of the Optionee's continuing employment by the Company or any
subsidiary; provided, however, nothing in this Agreement shall confer upon the
Optionee the right to continue in the employ of the Company or any subsidiary or
affect the right of the Company or any subsidiary to terminate the Optionee's
employment at any time in the sole discretion of the Company or any subsidiary,
with or without cause.

13. Interpretation. The interpretation and construction of any
terms or conditions of the Plan, or of this Agreement or other matters related
to the Plan by the Compensation and Stock Option Plan Committee shall be final
and conclusive.

14. Enforceability. This Agreement shall be binding upon the
Optionee, his estate, his personal representatives and beneficiaries.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
exercised by its officer thereunto duly authorized, and the Optionee has
hereunto set his hand all as of the day and year first above written.

SHELLS SEAFOOD RESTAURANTS, INC.

By:_____________________________
Authorized Officer

OPTIONEE

--------------------------------

Address:________________________

--------------------------------

<PAGE>

EXHIBIT A TO

[INCENTIVE] STOCK OPTION AGREEMENT

The Option is exercisable during its term only in accordance with the
following:

No. of Years
From Date of Percentage Exercisable
Option Agreement Per Time Period Cumulative

One 33.33% = ______ sh. 33.33% = ______ sh.

Two 33.34% = ______ sh. 66.7% = ______ sh.

Three 33.33% = ______ sh. 100% = ______ sh.

Notwithstanding the foregoing, if there occurs a Change in Control of
the Company, the Option shall become immediately exercisable in full whether or
not the dates above have passed. For purposes hereof, a Change in Control of the
Company is deemed to occur if (1) there occurs (A) any consolidation or merger
in which the Company is not the continuing or surviving entity or pursuant to
which shares of the Common Stock would be converted into cash, securities or
other property, other than a merger of the Company in which the holders of the
Common Stock immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, or (B) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all the Company's
assets; (2) the Company's stockholders approve any plan or proposal for the
liquidation or dissolution of the Company; (3) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) shall
become the beneficial owner (within the meaning of Rule 13d-3 under said Act) of
40% or more of the Common Stock other than pursuant to a plan or arrangement
entered into by such person and the Company; or (4) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the entire Board of Directors shall cease for any reason to constitute a
majority of the Board unless the election or nomination for election by the
Company's stockholders of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.

<PAGE>

SHELLS SEAFOOD RESTAURANTS, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

1. Purpose.

The purpose of this Stock Option Plan for Non-Employee
Directors (the "Plan") of Shells Seafood Restaurants, Inc. (the "Corporation")
is to strengthen the Corporation's ability to attract and retain the services of
knowledgeable and experienced persons who, through their efforts and expertise,
can make a significant contribution to the success of the Corporation's business
by serving as members of the Corporation's Board of Directors and to provide
additional incentive for such directors to continue to work for the best
interests of the Corporation and its stockholders through ownership of its
Common Stock, $.01 par value (the "Common Stock"). Accordingly, the Corporation
will grant to each non-employee director options to purchase shares of the
Corporation's Common Stock on the terms and conditions hereafter established.

2. Stock Subject to Plan.

The Company may issue and sell a total of 100,000 shares of
its Common Stock pursuant to the Plan. Such shares may be either authorized and
unissued or held by the Company in its treasury. New options may be granted
under the Plan with respect to shares of Common Stock which are covered by the
unexercised portion of an option which has terminated or expired by its terms,
by cancellation or otherwise.

3. Administration of the Plan.

The Plan shall be administered by the Board of Directors of
the Corporation (the "Board"). The interpretation and construction by the Board
of any provisions of the Plan or of any other matters related to the Plan shall
be final. The Board may from time to time adopt such rules and regulations for
carrying out the Plan as it may deem advisable. No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan.

The Board of Directors may at any time amend, alter, suspend
or terminate the Plan; provided, however, that any such action would not impair
any option to purchase Common Stock theretofore granted under the Plan; and
provided further that without the approval of the Corporation's stockholders, no
amendments or alterations would be made which would (i) increase the number of
shares of Common Stock that may be purchased by each non-employee director under
the Plan (except as permitted by Paragraph 10), (ii) increase the aggregate
number of shares of Common Stock as to which options may be granted under the
Plan (except as permitted by Paragraph 10), (iii) decrease the option exercise
price (except as permitted by Paragraph 10), or (iv) extend the period during
which outstanding options granted under the Plan may be exercised; and provided
further that Paragraph 5 of the Plan

0363129.03

<PAGE>

shall not be amended more than once every six months other than to comply with
changes in the Internal Revenue Code of 1986, as amended, or the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.

4. Eligibility.

All non-employee directors of the Corporation shall be
eligible to receive options under the Plan. Receipt of stock options under any
other stock option plan maintained by the Corporation or any subsidiary shall
not, for that reason, preclude a director from receiving options under the Plan.

5. Grants.

(i) Each non-employee director shall be issued an
option to purchase 2,000 shares of the Corporation's Common Stock (the "Initial
Option") on the date of his initial election or appointment to the Board of
Directors (the "Initial Grant Date") at the following price for the following
term and otherwise in accordance with the terms of the Plan:

(a) The option exercise price per share of Common
Stock shall be the Fair Market Value (as defined below) of the
Common Stock covered by such Initial Option on the Initial
Grant Date.

(b) Except as provided herein, the term of an Initial
Option shall be for a period of ten (10) years from the
Initial Grant Date.

(ii) In addition, each non-employee director shall,
on each anniversary of the Initial Grant Date (the "Additional Grant Date"), if
he is still a non-employee director on such date, be granted an option to
purchase 2,000 shares of the Corporation's Common Stock (the "Additional
Option") at the following price for the following term and otherwise in
accordance with the terms of the Plan:

(a) The option exercise price per share of Common
Stock shall be the Fair Market Value (as defined below) of the
Common Stock covered by such Additional Option on the
Additional Grant Date.

(b) Except as provided herein, the term of an
Additional Option shall be for a period of ten (10) years from
the Additional Grant Date.

(iii) "Fair Market Value" shall mean, for each Grant
Date, (A) if the Common Stock is listed or admitted to trading on the New York
Stock Exchange (the "NYSE") or the American Stock Exchange (the "ASE"), the
average of the high and low sale price of the Common Stock on such date or, if
no sale takes place on such date, the average of the highest closing bid and
lowest closing asked prices of the Common Stock on such exchange, in each case
as officially reported on the NYSE or the ASE, or (B) if no shares of Common
Stock are then listed or admitted to trading on the

<PAGE>

NYSE or the ASE, the average of the high and low sale prices of the Common Stock
on such date on the NASDAQ National Market System or, if no shares of Common
Stock are then quoted on the NASDAQ National Market System, the average of the
closing bid and highest asked prices of the Common Stock on such date on NASDAQ
or, if no shares of Common Stock are then quoted on NASDAQ, the average of the
highest bid and lowest asked prices of the Common Stock on such date as reported
in the over-the-counter system. If no closing bid and highest asked prices
thereof are then so quoted or published in the over-the-counter market, "Fair
Market Value" shall mean the fair value per share of Common Stock (assuming for
the purposes of this calculation the economic equivalence of all shares of
classes of capital stock), as determined on a fully diluted basis in good faith
by the Board, as of a date which is 15 days preceding such Grant Date.

(iv) Options granted hereunder shall not be
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

6. Regulatory Compliance and Listing.

The issuance or delivery of any Option may be postponed by the
Corporation for such period as may be required to comply with the Federal
securities laws, any applicable listing requirements of any applicable
securities exchange and any other law or regulation applicable to the issuance
or delivery of such Options, and the Corporation shall not be obligated to issue
or deliver any Options if the issuance or delivery of such options would
constitute a violation of any law or any regulation of any governmental
authority or applicable securities exchange.

7. Restrictions on Exercisability and Sale.

(i) Except as provided in Section 7(ii) below, and
subject to Section 7(iii) below, each Option granted under the Plan may be
exercisable as to 25% of the total number of shares issuable under such Option
on each of the four successive anniversaries of the Grant Date of such Option.

(ii) If any event constituting a "Change in Control
of the Corporation" shall occur, all Options granted under the Plan which are
outstanding at the time a Change of Control of the Corporation shall occur shall
immediately become exercisable. A "Change in Control of the Corporation" shall
be deemed to occur if (i) there shall be consummated (x) any consolidation or
merger of the Corporation in which the Corporation is not the continuing or
surviving corporation or pursuant to which shares of the Corporation's Common
Stock would be converted into cash, securities or other property, other than a
merger of the Corporation in which the holders of the Corporation's Common Stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger, or (y) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets

<PAGE>

of the Corporation, or (ii) the stockholders of the Corporation shall approve
any plan or proposal for liquidation or dissolution of the Corporation, or (iii)
any person (as such term is used in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
40% or more of the Corporation's outstanding Common Stock other than pursuant to
a plan or arrangement entered into by such person and the Corporation, or (iv)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the entire Board of Directors shall cease for any reason
to constitute a majority thereof unless the election, or the nomination for
election by the Corporation's stockholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

(iii) Notwithstanding anything herein to the
contrary, no Option granted hereunder may be exercised unless and until the
Corporation has closed an offering of shares of its Common Stock to the public
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

8. Cessation as Director.

In the event that the holder of an Option granted pursuant to
the Plan shall cease to be a director of the Corporation for any reason such
holder may exercise any portion of the Option that is exercisable by him at the
time he ceases to be a director of the Corporation, but only to the extent such
Option is exercisable as of such date, within six months after the date he
ceases to be a director of the Corporation.

9. Death.

In the event that a holder of an Option granted pursuant to
the Plan shall die, his estate, personal representative or beneficiary may
exercise any portion of the Option that was exercisable by the deceased Optionee
at the time of his death, but only to the extent such Option is exercisable as
of such date, within twelve months after the date of his death.

10. Stock Splits, Mergers, etc.

In the event of any stock split, stock dividend or similar
transaction which increases or decreases the number of outstanding shares of
Common Stock, appropriate adjustment shall be made by the Board of Directors,
whose determination shall be final, to the number and option exercise price per
share of Common Stock which may be purchased under any outstanding Options. In
the case of a merger, consolidation or similar transaction which results in a
replacement of the Corporation's Common Stock and stock of another corporation
but does not constitute Change in Control of the Corporation, the Corporation
will make a reasonable effort, but shall not be required,

<PAGE>

to replace any outstanding Options granted under the Plan with comparable
options to purchase the stock of such other corporation, or will provide for
immediate maturity of all outstanding Options, with all Options not being
exercised within the time period specified by the Board of Directors being
terminated.

11. Transferability.

Options are not assignable or transferable, except upon the
optionholder's death to a beneficiary designated by the optionee in accordance
with procedures established the Board or, if no designated beneficiary shall
survive the optionholder, pursuant to the optionholder's will or by the laws of
descent and distribution, to the extent set forth in Section 9 and during the
optionholder's lifetime, may be exercised only by him.

12. Exercise of Options.

An optionholder electing to exercise an Option shall give
written notice to the Corporation of such election and of the number of shares
of Common Stock that he has elected to acquire. An optionholder shall have no
rights of a stockholder with respect to shares of Common Stock covered by his
Option until after the date of issuance of a stock certificate to him upon
partial or complete exercise of his option.

13. Payment.

The Option exercise price shall be payable in cash, check or
in shares of Common Stock upon the exercise of the Option. If the shares of
Common Stock are tendered as payment of the Option exercise price, the value of
such shares shall be the Fair Market Value as of the date of exercise. If such
tender would result in the issuance of fractional shares of Common Stock, the
Corporation shall instead return the difference in cash or by check to the
employee.

14. Obligation to Exercise Option.

The granting of an Option shall impose no obligation on the
director to exercise such option.

15. Continuance as Director.

Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any director for reelection by the
Corporation's stockholders.

<PAGE>

16. Term of Plan.

The Plan shall be effective as of the date on which it is
adopted by the Board, subject to the approval of the stockholders of the Company
within one year from the date of adoption by the Board. The Plan will terminate
on the date ten years after the date of adoption by the Board, unless sooner
terminated by the Board. The rights of optionees under options outstanding at
the time of the termination of the Plan shall not be affected solely by reason
of the termination and shall continue in accordance with the terms of the option
(as then in effect or thereafter amended).

<PAGE>

August 4, 1997

Shells Seafood Restaurants, Inc.
16313 N. Dale Mabry Highway
Suite 100
Tampa, Florida 33618

Dear Sirs:

We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Shells Seafood
Restaurants, Inc. (the "Company"), relating to an aggregate of 541,000 shares of
the Company's Common Stock, $.01 par value per share (the "Shares"), to be
issued under the Shells Seafood Restaurants, Inc. 1995 Employee Stock Option
Plan, as amended, the Shells Seafood Restaurants, Inc. 1996 Employee Stock
Option Plan and the Shells Seafood Restaurants, Inc. Stock Option Plan for
Non-Employee Directors (each, a "Plan").

As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the applicable Plan and that the Shares being registered pursuant to
the Registration Statement, when issued and paid for under the applicable Plan
in accordance with the terms of the applicable Plan, will be duly authorized,
validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.

Very truly yours,

/s/Fulbright & Jaworski L.L.P.

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Shells Seafood Restaurants, Inc. on Form S-8 of our reports dated February 21,
1997, appearing in the Annual Report on Form 10-K of Shells Seafood Restaurants,
Inc. for the year ended December 29, 1996.

/S/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Tampa, Florida

August 4, 1997