Exhibit
      31.2


**CERTIFICATION**


I,
      Warren
      R. Nelson, certify that:




1.  I
      have
      reviewed this annual report on Form 10-K of Shells Seafood Restaurants,
      Inc.;




2.  Based
      on
      my knowledge, this annual report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual
      report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this annual report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this annual report.




4.  The
      registrant's other certifying officer and I are responsible for establishing
      and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the registrant and  have:




(a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;
      and




(b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures as of the end of the
      period covered by this annual report based on such evaluation ;
      and




(c)  disclosed
      in this report any change in the registrant’s internal control over financial
      reporting that  occurred
      during the registrant’s most recent fiscal quarter (the registrant’s fourth
      fiscal quarter in the case of an annual report) that has materially affected,
      or
      is reasonably likely to materially affect, the registrant’s internal control
      over financial reporting; and




5.  The
      registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting to the
      registrant's auditors and the audit committee of the registrant's board of
      directors (or persons performing the equivalent functions):




(a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect the registrant's ability to record, process, summarize and
      report financial information; and




(b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal control over financial
      reporting.






Date:April
              2, 2007By:
            /s/ Warren
              R.
              NelsonWarren
                R. Nelson
              Executive
                Vice President and Chief Financial Officer