================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-K/A
(MARK ONE)
           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              FOR THE FISCAL YEAR (53 WEEKS) ENDED JANUARY 3, 1999

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO ________ .

                        COMMISSION FILE NUMBER 0-28258

                       SHELLS SEAFOOD RESTAURANTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                    65-0427966
     (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

     16313 NORTH DALE MABRY HIGHWAY
             TAMPA, FLORIDA                                    33618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                                 (813) 961-0944
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                              TITLE OF EACH CLASS:
                    COMMON STOCK, PAR VALUE $.01 PER SHARE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [x]   No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in Definitive Proxy or Information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]

     The aggregate market value of the Common Stock held by non-affiliates of
the Registrant, (based upon the last sales price of the Common Stock reported
on the Nasdaq National Market on March 19, 1999 and the assumption for this
computation only that all directors and executive officers are affiliates of
the Registrant) was $10,151,440.

     As of March 19, 1999, the number of shares outstanding of the Registrant's
Common Stock, $.01 par value, was 4,454,015.
================================================================================

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

   None

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The section entitled "Proposal -- Election of Directors" in the Company's
Proxy Statement for the Annual Meeting of Stockholders is incorporated herein
by reference.

ITEM 11. EXECUTIVE COMPENSATION

     The section entitled "Executive Compensation" in the Company's Proxy
Statement for the Annual Meeting of Stockholders is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The section entitled "Beneficial Ownership of Common Stock" in the
Company's Proxy Statement for the Annual Meeting of Stockholders is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The section entitled "Executive Compensation -- Compensation Committee
Interlocks and Insider Participation" and "Certain Transactions" in the
Company's Proxy Statement for the Annual Meeting of Stockholders is
incorporated herein by reference.


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

     (a) Financial Statements

     (1) and (2) See "Index to Financial Statements" at Item 8 of this Annual
Report on Form 10-K.

     (3) Exhibits

       Exhibits Nos. 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 are management
       contracts, compensatory plans or arrangements.


                                       56
<PAGE>

<TABLE>
<CAPTION>

 EXHIBIT
   NO.                                             DESCRIPTION
--------                                           -----------
<S>        <C>
 3.1       Certificate of Incorporation*

           Agreement and Plan of Merger, dated March 31, 1996, by and between Shells Seafood
           Restaurants, Inc., a Delaware Corporation, and Shells Seafood Restaurant, Inc., a Florida
           Corporation.*

 3.2       By-laws.*

 3.3       Specimen Common Stock Certificate.*

 4.1       Form of Warrant Agreement between Shells Seafood Restaurant, Inc. and Continental Stock
           Transfer & Trust Company and Paragon Capital Corporation.*

 4.2       Form of Warrant Agreement between Shells Seafood Restaurants, Inc. and Paragon Capital
           Corporation.*

10.1       Employment Agreement, dated September 1, 1995, between William E. Hattaway and Shells
           Seafood Restaurants, Inc.*

10.2       Employment Agreement, dated September 2, 1993, between Frank C. Roehl, III and Shells
           Seafood Restaurants, Inc.*

10.3       Employment Agreement, dated October 11, 1993, between John R. Ritchey and Shells
           Seafood Restaurants, Inc.*

10.4       Employment Agreement, dated May 18, 1993, between Warren R. Nelson and Shells
           Seafood Restaurants, Inc.*

10.5       1996 Employee Stock Option Plan.*

10.6       1995 Employee Stock Option Plan.*

10.7       1996 Stock Option Plan for Non-Employee Directors*

10.8       Agreement for Purchase and Sale of Assets, dated May 14, 1993, between Shells Seafood
           Restaurants, Inc. and Shells, Inc.*

10.9       Agreement for Assignment of Servicemarks, dated August 19, 1993, between Shells Seafood
           Restaurants, Inc. and Shells, Inc.*

10.10      Agreement and Plan of Merger, dated November 16, 1994, by and among Shells Seafood
           Restaurants, Inc., Shells Seafood Acquisition, Inc. and Shells, Inc.*

10.11      First Amendment of Agreement and Plan of Merger, dated December 13, 1995, by and
           among Shells Seafood Restaurants, Inc., Shells Seafood Acquisition, Inc. and Shells, Inc.*

10.12      Warrant Agreement, dated as of December 29, 1994, relating to warrants to purchase
           230,000 shares of Common Stock, adopted by the Board of Directors of Shells Seafood
           Restaurants, Inc.*

10.13      Registration Rights Agreement, effective as of December 29, 1994, by and among Frederick
           R. Adler, The MicroCap Fund, Inc. and Shells Seafood Restaurants, Inc.*

10.14      Warrant Agreement, dated December 29, 1994, relating to Warrants to purchase 20,000
           shares of Class A Preferred Stock, adopted by the Board of Directors of Shells Seafood
           Restaurants, Inc.*

10.15      Note and Warrant Purchase Agreement among Shells Seafood Restaurants, Inc., and
           Frederick R. Adler, as nominee, dated as of September 19, 1995.*

10.16      Warrant Agreement, dated as of September 19, 1995, relating to Warrants to purchase
           200,000 shares of Common Stock, adopted by the Board of Directors, of Shell Seafood
           Restaurants, Inc.*
</TABLE>


                                       57
<PAGE>

<TABLE>
<CAPTION>

 EXHIBIT
   NO.                                             DESCRIPTION
--------                                           -----------
<S>          <C>
10.17        Distributor Agreement, dated February 17, 1997, between U.S. Foodservice and Shells
             Seafood Restaurants, Inc.*

10.18        Joint Venture Agreement, dated March 1, 1994, between Shells of Melbourne, Inc. and WLH
             Investments, Inc.*

10.19        First Amendment to Joint Venture Agreement, effective as of March 31, 1995 between Shells
             of Melbourne, Inc. and WLH Investments, Inc.*

10.20        Promissory Note in the initial principal amount of $400,000, dated March 8, 1994, by Shells
             Seafood Restaurants, Inc. for the benefit of WLH Investments, Inc.*

10.21        Management and License Agreement, dated March 1, 1994, between Shells of Melbourne
             Joint Venture and Shells Seafood Restaurants, Inc.*

10.22        Management and License Agreement dated July 29, 1993, between Shells of Carrollwood
             Village, Inc. and Shells Seafood Restaurants, Inc., as amended.*

10.23        Management and License Agreement, dated July 28, 1993, between Shells of North Tampa,
             Inc. and Shells Seafood Restaurants, Inc., as amended.*

10.24        Management and License Agreement, dated July 29, 1993, between Shells of Sarasota
             South, Inc. and Shells Seafood Restaurants, Inc., as amended.*

10.25        Amended Option Agreement dated August 10, 1995 between Shells Seafood Restaurants,
             Inc. and Shells of Carrollwood Village, Inc.*

10.26        Amended Option Agreement, dated August 11, 1995 between Shells Seafood Restaurants,
             Inc. and Shells of North Tampa, Inc.*

10.27        Amended Option Agreement, dated August 16, 1995 by and between Shells Seafood
             Restaurants, Inc. and Shells of Sarasota South, Inc.*

10.28        Agreement for Consulting and Management Services and Licensing of Service Marks, dated
             October 4, 1989 by and between Ursula Collaud and Shells of Daytona Beach, Inc., as
             amended by the Stipulation of Settlement dated December 2, 1994.*

10.29        Asset Purchase Agreement, dated September 30, 1994 between Shells of St. Petersburg
             Beach, Inc. and the Bleckley Corporation.*

10.30        Assignment Agreement, dated September 30, 1994 between Shells of St. Pete Beach, Inc.
             and the Bleckley Corporation.*

10.31        Promissory Note in the initial principal amount of $540,000, dated September 30, 1994 by
             Shells of St. Pete Beach, Inc. for the benefit of the Bleckley Corporation.*

10.32        Continuing and Unconditional Guaranty by Shells Seafood Restaurants, Inc. for the benefit of
             the Bleckley Corporation.*

10.33        Security Agreement, dated September 30, 1995 between Shells of St. Pete Beach, Inc. and
             the Bleckley Corporation.*

10.34        Assignment Agreement, dated November 1, 1993 between Shells of Countryside Square,
             Inc. and Clearwater Food Service, Inc.*

10.35        Promissory Note in the initial principal amount of $500,000, dated November 1, 1993 by
             Shells of Countryside Square, Inc. for the benefit of Clearwater Food Service, Inc.*

10.36        Form of Directors Indemnification Agreement.*

10.37        Form of Amended and Restated Common Stock Warrant Agreement, effective as of
             February 1, 1996.*
</TABLE>


                                       58
<PAGE>

<TABLE>
<CAPTION>

 EXHIBIT
   NO.                                             DESCRIPTION
--------                                           -----------
<S>          <C>
10.38        Promissory Note in the principal amount of $453,000, dated September 4, 1996 by Shells
             Seafood Restaurants, Inc. for the benefit of Huntington National Bank of Florida.**

10.39        Line of Credit for $2,000,000 dated July 18, 1996 by Shells Seafood Restaurants, Inc. for the
             benefit of First Union National Bank of Florida.**

10.40        Agreement for the purchase and sale of leases, leasehold improvements, restaurant assets,
             assigned contracts and restaurant licenses by Shells Seafood Restaurants, Inc. for the
             benefit of Islands Florida LP**

10.41        Equipment lease agreement between Captec and Shells Seafood Restaurants, Inc. **

10.42        Loan agreement, dated January 15, 1998, between Shells Seafood Restaurants, Inc. and
             Manufacturers Bank of Florida, in the initial principal amount of $850,000.**

10.43        Loan agreement, dated February 3, 1998, between Shells Seafood Restaurants, Inc. and
             Manufacturers Bank of Florida, in the initial principal amount of $1,000,000.**

10.44        Purchase and Sale agreement, dated October 22, 1997, between Shells Seafood
             Restaurants, Inc. and Vicorp Restaurants, Inc.***

10.45        First amendment to the Purchase and Sale agreement, dated October 22, 1997, between
             Shells Seafood Restaurants, Inc. and Vicorp Restaurants, Inc.

10.46        Second amendment to the Purchase and Sale agreement, dated October 22, 1997, between
             Shells Seafood Restaurants, Inc. and Vicorp Restaurants, Inc.

10.47        Asset Purchase and Sale agreement between Shells Seafood Restaurants, Inc. and Chi-
             Chi's, Inc. dated March 12, 1998

10.48        First amendment to the Asset Purchase and Sale agreement between Shells Seafood
             Restaurants, Inc. and Chi-Chi's, Inc.

10.49        Second amendment to the Asset Purchase and Sale agreement between Shells Seafood
             Restaurants, Inc. and Chi-Chi's, Inc.***

10.50        Third amendment to the Asset Purchase and Sale agreement between Shells Seafood
             Restaurants, Inc. and Chi-Chi's, Inc.***

10.51        Promissory Note, dated July 1, 1998, between Shells Seafood Restaurants, Inc. and
             Manufacturers Bank of Florida, in the initial principal amount of $915,000.***

  11         Computation of Per Share Earnings.

  21         Subsidiaries of the Registrant.*

  27         Financial Data Schedule.
</TABLE>

----------------
 *  Previously filed with the Securities and Exchange Commission as Exhibits to,
    and incorporated herein by reference from the Company's Registration
    Statement on Form S-1 (File No. 333-1600).
**  Previously filed with the Securities and Exchange Commission as Exhibits to,
    and incorporated herein by reference from the Company's Form 10-K.
*** Filed herewith Amendment No. 1.

   (b) Reports on Form 8-K

       None.


   (c) Exhibits
 

                                       59
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                 SHELLS SEAFOOD RESTAURANTS, INC.


                                 BY: /s/ WILLIAM E. HATTAWAY
                                    --------------------------------------------
                                     William E. Hattaway
                                     President


Dated: March 19, 1999

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report had been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
        NAME AND SIGNATURE                       TITLE                    DATE
        ------------------                       -----                    ----
<S>                                  <C>                            <C>
/s/  WILLIAM E. HATTAWAY             President and Director         March 19, 1999
---------------------------------
     William E. Hattaway

/s/  WARREN R. NELSON                Vice President of Finance,     March 19, 1999
---------------------------------    Chief Financial Officer,
     Warren R. Nelson                Treasurer and Secretary
                           
/s/  FREDERICK R. ADLER              Chairman of the Board          March 19, 1999
---------------------------------
     Frederick R. Adler

/s/  PHILIP R. CHAPMAN               Director                       March 19, 1999
---------------------------------
     Philip R. Chapman

/s/  CHRISTOPHER D. ILLICK           Director                       March 19, 1999
---------------------------------
     Christopher D. Illick

/s/  RICHARD A. MANDELL              Director                       March 19, 1999
---------------------------------
     Richard A. Mandell

/s/  KAMAL MUSTAFA                   Director                       March 19, 1999
---------------------------------
     Kamal Mustafa

/s/  JAY S. NICKSE                   Director                       March 19, 1999
---------------------------------
     Jay S. Nickse

/s/  EDWIN F. RUSSO                  Director                       March 19, 1999
---------------------------------
     Edwin F. Russo
</TABLE>



                                       60

<PAGE>


                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT
   NO.    DESCRIPTION
-------   -----------
<S>          <C>
10.44        Purchase and Sale agreement, dated October 22, 1997, between Shells Seafood
             Restaurants, Inc. and Vicorp Restaurants, Inc.

10.48        First amendment to the Asset Purchase and Sale agreement between Shells Seafood
             Restaurants, Inc. and Chi-Chi's, Inc.

10.49        Second amendment to the Asset Purchase and Sale agreement between Shells Seafood
             Restaurants, Inc. and Chi-Chi's, Inc.

10.50        Third amendment to the Asset Purchase and Sale agreement between Shells Seafood
             Restaurants, Inc. and Chi-Chi's, Inc.

10.51        Promissory Note, dated July 1, 1998, between Shells Seafood Restaurants, Inc. and
             Manufacturers Bank of Florida, in the initial principal amount of $915,000.

</TABLE>