Exhibit
        31.2
 **CERTIFICATION**
 I,
        Warren
        R. Nelson, certify that:
  1.  I
        have
        reviewed this annual report on Form 10-K/A 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
        30, 2007
  /s/
        Warren R. Nelson
 Warren
        R.
        Nelson
 Executive
        Vice President and Chief Financial Officer