SHELLS SEAFOOD RESTAURANTS INC
SC 13G/A, 1998-02-13
EATING PLACES
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                               SCHEDULE 13G


                 Under the Securities Exchange Act of 1934

                       (Amendment No. _____1_____)*


                     SHELLS SEAFOOD RESTAURANTS, INC.
                             (Name of Issuer)

                       COMMON STOCK, $0.01 PAR VALUE
                      (Title of Class of Securities)

                                822809 10 9
                              (CUSIP Number)



    *The remainder of  this cover page shall be filled  out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for  any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this  cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

<PAGE>

CUSIP No. 822809 10 9

1  NAME OF REPORTING PERSON
   I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)

   Mr. William E. Hattaway

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   United States


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            438,251 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          0 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       438,251 shares

                    8  SHARED DISPOSITIVE POWER

                       0 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    438,251 shares

10  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    10.2%

12  TYPE OF REPORTING PERSON

    IN



<PAGE>
Item 1(a)      NAME OF ISSUER:

               Shells Seafood Restaurants, Inc. (the "Company")

Item 1(b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               16313 North Dale Mabry Highway
               Suite 100
               Tampa, Florida 33618

Item 2(a)      NAME OF PERSON FILING:

               See Item 1 of the cover page attached hereto

Item 2(b)      Address of Principal Business Office, or if none, Residence:

               16313 North Dale Mabry Highway
               Suite 100
               Tampa, Florida 33618

Item 2(c)      CITIZENSHIP:

               See Item 4 of the cover page attached hereto

Item 2(d)      TITLE OF CLASS OF SECURITIES:

               Common Stock, par value $.01 (the "Common Stock")

Item 2(e)      CUSIP NUMBER:

               822809 10 9

Item 3         Not Applicable


Item 4         OWNERSHIP:

               The following information with respect to ownership of Common
               Stock of the Company by the person filing this Statement is
               provided as of December 31, 1997, the last day of the year
               covered by this Statement.

               (a)  Amount Beneficially Owned:

               See Item 9 of the cover page attached hereto which includes:
               (i) 377,425 shares of Common Stock owned directly by the
               Reporting Person; (ii) warrants to purchase 39,498 shares of
               Common Stock at an exercise price of $5.50 per share which are
               presently exercisable at any time up to and including April
               23, 1998; and (iii) options to purchase 21,328 shares of
               Common Stock at an exercise price of $5.00 per share which are
               presently exercisable at any time up to and including April
               29, 2001.  Does not include an aggregate of 42,656 shares of
               Common Stock issuable upon the exercise of options which are
               not exercisable within 60 days of December 31, 1997.


               (b)  Percent of Class:

               See Item 11 of the cover page attached hereto


               (c) Number of shares as to which such person has:

                    (i)  sole power to vote or to direct the vote:

                         See Row 5 of the cover page attached hereto which
                         includes: (i) 377,425 shares of Common Stock owned
                         directly by the Reporting Person; (ii) warrants to
                         purchase 39,498 shares of Common Stock at an
                         exercise price of $5.50 per share which are
                         presently exercisable at any time up to and
                         including April 23, 1998; and (iii) options to
                         purchase 21,328 shares of Common Stock at an
                         exercise price of $5.00 per share which are
                         presently exercisable at any time up to and
                         including April 29, 2001.  Does not include an
                         aggregate of 42,656 shares of Common Stock issuable
                         upon the exercise of options which are not
                         exercisable within 60 days of December 31, 1997.

                    (ii) shared power to vote or to direct the vote:
                         
                         See Row 6 of the cover page

                    (iii)sole power to dispose or to direct the disposition
                         of:

                         See Row 7 of the cover page attached hereto which
                         includes: (i) 377,425 shares of Common Stock owned
                         directly by the Reporting Person; (ii) warrants to
                         purchase 39,498 shares of Common Stock at an
                         exercise price of $5.50 per share which are
                         presently exercisable at any time up to and
                         including April 23, 1998; and (iii) options to
                         purchase 21,328 shares of Common Stock at an
                         exercise price of $5.00 per share which are
                         presently exercisable at any time up to and
                         including April 29, 2001.  Does not include an
                         aggregate of 42,656 shares of Common Stock issuable
                         upon the exercise of options which are not
                         exercisable within 60 days of December 31, 1997.

                    (iv) shared power to dispose or direct the disposition
                         of:

                         See Row 8 of the cover page


Item 5         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

               Not Applicable

Item 6         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
               PERSON:

               Not Applicable

Item 7         IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
               COMPANY:

               Not Applicable

Item 8         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

               Not Applicable

Item 9         NOTICE OF DISSOLUTION OF GROUP:

               Not Applicable

Item 10        CERTIFICATION:

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were acquired in
               the ordinary course of business and were not acquired for the
               purpose of and do not have the effect of changing or
               influencing the control of the issuer of such securities and
               were not acquired in connection with or as a participant in
               any transaction having such purposes or effect.


<PAGE>
                                   SIGNATURE



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.


February 13, 1998




                                   By:  /s/ WILLIAM E. HATTAWAY             
                                        William E. Hattaway
                                        President



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