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) December 21, 2006
 
 
Shells Seafood Restaurants, Inc.
(Exact Name of Registrant as Specified in its Charter)
 

Delaware
0-28258
65-0427966
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
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 (see General Instruction A.2 below):

[  ]   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))



ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On December 18, 2007, John Hoffner provided notice to the Company that he will be resigning from his positions as Audit Committee Chair and as a member of the Board of Directors, effective January 1, 2007. Mr. Hoffner's resignation is not a result of any disagreement with the Company's management, operations, policies or practices.

 
SIGNATURES
 
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.
 
SHELLS SEAFOOD RESTAURANTS, INC.
   
Date : December 21, 2006
 
   
 
 
By:  /s/ Warren R. Nelson                          
 
 
 
Name:   Warren R. Nelson
 
 
Title:     Vice President and Chief Financial Officer
 
 
 
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