10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)
            (X)         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2002

                                       OR

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

                          Commission File Number 0-631

                            WEBFINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                     56-2043000
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                        150 East 52nd Street, 21st Floor
                            New York, New York 10022
              (Address and zip code of principal executive offices)

                                  877-431-2942
              (Registrant's telephone number, including area code)


            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  whether  the  registrant  has  filed  all
documents  and reports  required to be filed by Sections 12, 13, or 15(d) of the
Securities  Exchange Act of 1934  subsequent to the  distribution  of securities
under a plan confirmed by a court. Yes (X) No ( )

            As of May 10, 2002,  4,366,866  shares of the issuer's Common Stock,
$.001 par value (the "Common Stock") were issued and outstanding.





                                Table of Contents

                                                                        Page No.
                                                                        --------
                          Part I Financial Information

Item 1.     Consolidated Financial Statements:

            Consolidated Statements of Financial Condition as of
            March 31, 2002 (unaudited) and December 31, 2001                2

            Consolidated Statements of Operations
            for the three months ended March 31, 2002 and 2001 (unaudited)  4

            Consolidated Statements of Cash Flows
            for the three months ended March 31, 2002 and 2001 (unaudited)  5

            Notes to Consolidated Financial Statements (unaudited)          7

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                            10

Item 3.     Quantitative and Qualitative Disclosures about Market Risk     12

                            Part II Other Information

Item 6.     Exhibits and Reports on Form 8-K                               14

Signatures                                                                 15






PART I  FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements

                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                  (Amounts in thousands except per share data)

                                                                March 31, 2002     December 31, 2001
                                                                --------------     -----------------
                                                                 (unaudited)
                                          Assets

Cash and due from banks                                           $ 4,213            $ 4,961
Federal funds sold                                                  2,907                134
                                                                  -------            -------
      Total cash and cash equivalents                               7,120              5,095

Investment securities
       Held-to-maturity (estimated fair value $23 at March
            31, 2002 and $27 at December 31, 2001)                     22                 25
       Available-for-sale                                             708                262
                                                                  -------            -------
            Total investment securities                               730                287

Loans, net of unearned fees                                        15,160             12,611
Less allowance for loan loss                                        2,011              1,972
                                                                  -------            -------
            Total loans, net                                       13,149             10,639

Foreclosed assets                                                     430                449
Premises and equipment,
        net of accumulated depreciation and amortization               66                 77
Accrued interest receivable                                            76                 54
Goodwill, net of accumulated
        amortization of $394 in 2002 and 2001                       1,380              1,380
Other assets                                                          997                897
                                                                  -------            -------

                                                                  $23,948            $18,878
                                                                  =======            =======
       Liabilities and Stockholders' Equity
Deposits:
        Non interest-bearing demand                               $    24            $    75
        Interest-bearing:
            MMA and NOW deposits                                      404                 19
            Certificates of deposit                                12,281              7,220
                                                                  -------            -------
                  Total deposits                                   12,709              7,314
        Other liabilities                                             190                170
                                                                  -------            -------
            Total liabilities before minority interest             12,899              7,484

Commitments and contingencies                                        --                 --

Minority interest                                                     316                324

                                   (continued)

                                       2



                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (continued)
                  (Amounts in thousands except per share data)

                                                             March 31, 2002    December 31, 2001
                                                             --------------    -----------------
                                                             (unaudited)
Stockholders' Equity
Preferred stock, 10,000,000 shares authorized, none issued       --                 --
Common stock, 50,000,000 shares authorized;
   $.001 par value, 4,366,866 shares issued
   and outstanding at March 31, 2002 and
   December 31, 2001                                                4                  4
Paid-in capital                                                36,606             36,606
Accumulated other comprehensive income (loss)                     (59)                 2
Accumulated deficit                                           (25,818)           (25,542)
                                                             --------           --------

      Total stockholders' equity                               10,733             11,070
                                                             --------           --------
                                                             $ 23,948           $ 18,878
                                                             ========           ========


          See accompanying notes to consolidated financial statements.

                                       3





                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                 (Amounts in thousands except per share amounts)

                                                                            For the Three Months Ended
                                                                         March 31, 2002        March 31, 2001
                                                                         --------------        --------------
Interest income
      Loans, including fees                                              $   401               $   396
      Cash equivalents                                                        18                    69
      Federal funds sold                                                       6                    25
      Investment securities                                                    8                     7
                                                                         -------               -------
            Total interest income                                            433                   497

Interest expense                                                              66                   161
                                                                         -------               -------
                  Net interest income before provision for
                  loan losses                                                367                   336

Provision for loan losses                                                     45                   577
                                                                         -------               -------
                   Net interest income (loss) after provision for
                   loan losses                                               322                  (241)
                                                                         -------               -------

Noninterest income
      Gain on sale of loans                                                 --                     219
      Fee income                                                             136                   190
      Miscellaneous income, net                                               63                   180
                                                                         -------               -------
            Total noninterest income                                         199                   589

Noninterest expenses
      Salaries, wages, and benefits                                          256                   315
      Professional and legal fees                                            257                   127
      Occupancy expense                                                       50                    49
      Amortization of goodwill                                              --                      30
      Other general and administrative                                       242                   247
                                                                         -------               -------
            Total noninterest expenses                                       805                   768
                                                                         -------               -------
                  Operating loss                                            (284)                 (420)

Income tax expense                                                          --                       8
                                                                         -------               -------

      Loss before minority interests                                        (284)                 (428)

Loss attributable to minority interests                                        8                    29
                                                                         -------               -------

      Net loss                                                           $  (276)              $  (399)
                                                                         =======               =======

Basic and diluted net loss per share                                     $  (.06)              $  (.09)
Weighted average number of common shares and
  common share equivalents, basic and diluted                              4,367                 4,367

          See accompanying notes to consolidated financial statements

                                        4




                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                             (Amounts in thousands)

                                                                            For the Three Months Ended
                                                                        March 31, 2002    March 31, 2001
                                                                        --------------    --------------
Cash flows from operating activities:
Net loss from operations                                                $  (276)          $  (399)
Adjustments to reconcile net loss to net cash
    used in operating activities:
      Minority interest                                                      (8)              (29)
      Depreciation and amortization                                          12                10
      Gain on sale of loans                                                --                (219)
      Common stock granted in lieu of cash                                 --                  47
      Provision for loan losses                                              45               577
      Accretion of loan income and fees, net                                (34)              (28)
      Amortization of goodwill                                             --                  30
      Amortization of servicing assets                                        6                20
Changes in operating assets and liabilities:
      Accrued interest receivable                                           (22)               77
       Other assets                                                        (107)              149
       Other liabilities                                                     20              (431)
                                                                        -------           -------
          Net cash used in operating activities                            (363)             (196)

Cash flows from investing activities:
      Principal payments received on held-to-maturity securities              3              --
      Principal payments received on available-for-sale securities         --                  38
      Purchases of available-for-sale securities, net                      (507)
      Purchase of premises and equipment                                     (1)             --
      Cash received on settlement of loan sale                             --               4,250
      Proceeds from collections on foreclosed assets in lieu of
            loan payments                                                    19              --
      Loans originated and principal collections, net                    (2,521)           (1,236)
                                                                        -------           -------
          Net cash provided by (used in) investing activities            (3,007)            3,052

Cash flows from financing activities:
      Net decrease in noninterest bearing deposits                          (51)             --
      Net increase in MMA and NOW deposits                                  385              --
      Net increase (decrease) in certificates of deposit                  5,061              (942)
                                                                        -------           -------
                  Net cash provided by (used in) financing activities     5,395              (942)


                                   (continued)

                                       5





                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (continued)
                             (Amounts in thousands)

                                                          For the Three Months Ended
                                                      March 31, 2002    March 31, 2001
                                                      --------------    --------------



Net increase in cash and cash equivalents                 2,025             1,914

Cash and cash equivalents at beginning of period          5,095             6,162
                                                         ------            ------

Cash and cash equivalents at end of period               $7,120            $8,076
                                                         ======            ======




Supplemental disclosure of additional cash activities:
      Cash paid for interest                             $   44            $  134
      Cash paid for income taxes                         $ --              $    8

Noncash investing and financing activities:
      At  March  31,   2002,   the  Company  had  a  net   unrealized   loss  on
available-for-sale  securities  of  $59.  As  a  result,  an  accumulated  other
comprehensive  loss of $61 was recorded in the  stockholders'  equity section of
the consolidated statements of financial condition.

          See accompanying notes to consolidated financial statements.

                                       6





                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
          (All numbers except shares and per share data in thousands)

1.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Basis  of   Presentation--The   accompanying   interim  consolidated
financial  statements of  WebFinancial  Corporation  and its  subsidiaries  (the
"Company")  are  unaudited  and  have  been  prepared  in  conformity  with  the
requirements of Regulation S-X promulgated under the Securities  Exchange Act of
1934, as amended (the "Exchange Act"),  particularly  Rule 10-01 thereof,  which
governs the presentation of interim financial statements.  Accordingly,  they do
not  include  all  of the  information  and  footnotes  required  by  accounting
principles  generally accepted in the United States of America. The accompanying
interim consolidated financial statements should be read in conjunction with the
Company's  significant  accounting  policies  as  set  forth  in  Note  1 to the
consolidated  financial  statements in the Company's  Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 (the "2001 10-K").  The consolidated
Statement of Financial  Condition  at December 31, 2001 was  extracted  from the
Company's audited consolidated  financial statements contained in the 2001 10-K,
and does not include all disclosures required by accounting principles generally
accepted  in the United  States of America  for  annual  consolidated  financial
statements.

            In the opinion of management,  all adjustments  (comprised of normal
recurring accruals) necessary for the fair presentation of the interim financial
statements  have been made.  Operating  results for the quarter  ended March 31,
2002 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2002.

2.          ORGANIZATION AND RELATIONSHIPS

            The  consolidated   financial   statements   include  the  financial
statements  of  WebFinancial  Corporation  and  its  subsidiaries:  WebFinancial
Holding  Corporation,  a wholly owned  subsidiary  of the Company  ("Holdings"),
WebBank ("WebBank"),  Praxis Investment Advisers, Inc. ("Praxis"),  WebFinancial
Government Lending,  Inc.  ("Lending"),  and Web Film Financial,  Inc. ("Film"),
collectively referred to as the Company. WebBank is a Utah-chartered  industrial
loan corporation,  and is subject to comprehensive regulation,  examination, and
supervision by the Federal Deposit Insurance Corporation ("FDIC"), and the State
of Utah Department of Financial  Institutions.  WebBank provides  commercial and
consumer specialty finance services.  All intercompany accounts and transactions
have been eliminated in consolidation.

                                       7


3.          GOODWILL

            As of January 1, 2002,  the Company  adopted  Statement of Financial
Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible Assets" (SFAS
142). SFAS 142 changes the accounting for goodwill from an  amortization  method
to an impairment-only approach. Thus, effective January 1, 2002, the Company has
ceased  amortization of goodwill,  including  goodwill recorded in past business
combinations. The Company does not have any intangible assets with indeterminate
lives other than goodwill.

            In connection with the transitional goodwill impairment  evaluation,
SFAS 142 requires the Company to perform an  assessment  of whether  there is an
indication  that goodwill is impaired as of January 1, 2002. To accomplish  this
the Company must identify its reporting  units and determine the carrying  value
of each  reporting unit by assigning the assets and  liabilities,  including the
existing goodwill and intangible assets, to those reporting units as of the date
of adoption.  The Company will then have until June 30, 2002,  to determine  the
fair  value  of each  reporting  unit and  compare  it to the  reporting  unit's
carrying  amount.  To the extent a reporting  unit's carrying amount exceeds its
fair value,  an  indication  exists that the  reporting  unit's  goodwill may be
impaired  and the  Company  must  perform  the second  step of the  transitional
impairment test.

            In the second step,  the Company must compare the implied fair value
of the reporting unit's goodwill,  determined by allocating the reporting unit's
fair value to all of its assets (recognized and unrecognized) and liabilities in
a manner similar to a purchase price allocation, to its carrying amount, both of
which would be  measured as of January 1, 2002.  This second step is required to
be  completed  as soon as possible,  but no later than  December  31, 2002.  Any
transitional  impairment  loss will be  recognized  as a cumulative  effect of a
change in accounting principle in the Company's statement of operations.

            The following  table  reconciles  the Company's net earnings for the
three  months  ended  March  31,  2002 and 2001  adjusted  to  exclude  goodwill
amortization pursuant to SFAS 142 to amounts previously reported:

                                                      Three Months Ended
                                             March 31, 2002    March 31, 2001

Net loss
      Reported net loss                       $    (276)          $(399)
      Add back: Goodwill amortization                --              30
                                               ---------          -----
      Adjusted net loss                       $    (276)          $(369)
                                               =========          =====
Loss per share - basic and diluted
      Reported net loss                            (.06)          $(.09)
      Goodwill amortization                          --              --
                                               ---------          -----
      Adjusted net loss                       $    (.06)          $(.09)
                                               =========          =====

                                       8


4.          OTHER COMPREHENSIVE INCOME (LOSS)

            Other comprehensive income (loss) is defined as the change in equity
during a  period,  from  transactions  and  other  events  not  included  in net
earnings,   excluding  changes  resulting  from  investments  by  owners  (e.g.,
supplement stock offerings) and distributions to owners (e.g., dividends).

            As of  March  31,  2002,  accumulated  comprehensive  income  (loss)
consisted of the following:

            Balance at December 31, 2001              $           2
            Net change during the period related
                        to unrealized holding loss              (61)
                        on AFS securities arising
                        during the period.
                                                       ------------
            Balance at March 31, 2002                  $        (59)
                                                       ============

                                       9




Item 2.     Management's  Discussion  and  Analysis of Financial  Condition  and
            Results of Operations

                The following  discussion should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto presented
elsewhere herein.

CHANGES IN FINANCIAL CONDITION
March 31, 2002 Compared to December 31, 2001

                Total assets  increased by  $5,070,000  during the quarter ended
March 31, 2002. In January 2002,  WebBank began  factoring  commercial  accounts
receivable.  The  balance  of  factored  accounts  receivable  at  March  31 was
$1,904,000.  Other changes in total assets involved  increases at WebBank in the
commercial  lease portfolio of $394,000 and in federal funds sold of $2,773,000.
The change in the Company's  total assets was funded with a $5,061,000  increase
in certificates  of deposit at WebBank.  Nonaccrual  loans at WebBank  decreased
from $2,027,000 at December 31, 2001 to $1,570,000 at March 31, 2002,  mainly as
the result of the successful restructuring of a large commercial loan.

CHANGES IN RESULTS OF OPERATIONS
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

                The net loss for the quarter  ended March 31, 2002 was  $276,000
or $(.06) per share  compared  to a net loss of $399,000 or $(.09) per share for
the same period in 2001. The Company's  earnings for the quarter ended March 31,
2002 were not  impacted  significantly  by  WebBank's  new  commercial  accounts
receivable factoring program.

                Net interest income after provision for loan losses increased by
$563,000  between the two periods  primarily  due to a decrease in the provision
for loan losses of $532,000.  During  2001,  WebBank  aggressively  reserved for
losses on a number  of loans in its  commercial  loan  portfolio.  WebBank  also
discontinued  its  commercial  loan  origination  program  and  took  aggressive
measures to resolve any problem loans remaining in the portfolio.  These actions
resulted in the period to period reduction of the loan loss provision.

                Noninterest   income  decreased  by  $390,000  between  the  two
periods. Discontinuance of the commercial loan origination program at WebBank in
2001  resulted  in a decrease in gain on sale of loans of  $219,000.  Fee income
declined by $54,000 because  WebBank's payday lending and structured  settlement
programs  were  discontinued  in 2001.  The  unfavorable  impact of this loss of
business was partially offset by new student loan and medical  treatment lending
programs. Miscellaneous income declined by $117,000 in large part because of the
discontinuance of one of two servicing  relationships in WebBank's private label
credit card program in early 2001.

                Noninterest   expense  increased  by  $37,000  between  the  two
periods.  The salary,  wages,  and  benefits  expense  reduction  of $59,000 was
attributable  to staff  reductions  made in October of 2001.  This  decrease  in
staffing  expense was offset by a $130,000  increase in  professional  and legal
fees due to a combination of new program  development  costs and aggressive loan
collection efforts in 2002.

LIQUIDITY AND CAPITAL RESOURCES

                The  Company's  liquidity  generally  comes from either cash and
cash  equivalents  or borrowings by WebBank.  At March 31, 2002 and December 31,
2001, the Company's cash and cash equivalents totaled $7,120,000 and $5,095,000,
respectively.  Funding for WebBank is obtained  primarily from  certificates  of
deposit obtained through brokers and from a $235,000 secured line of credit with
a local correspondent bank.  Management believes that the Company's current cash
and cash  equivalent  balances,  expected  operating  cash  flows,  and  WebBank
borrowing  sources are adequate to meet its liquidity needs through at least the
next 12 months.

                                       10





                The Company continues to actively seek acquisition transactions.
There can be no assurance that the Company will be able to acquire an additional
business,  or that such  business  will be  profitable.  In order to  finance an
acquisition,  the Company may be  required  to incur or assume  indebtedness  or
issue securities.

FORWARD-LOOKING STATEMENTS

                The  following  important  factors,  among  others,  could cause
actual  results to differ  materially  from those  indicated by  forward-looking
statements made in this Quarterly Report of Form 10-Q and presented elsewhere by
management.  All forward-looking  statements included in this document are based
on  information  available  to the Company on the date  hereof,  and the Company
assumes no obligation to update any such forward-looking statements. A number of
uncertainties  exist that could affect the Company's future  operating  results,
including, without limitation,  general economic conditions, changes in interest
rates, the Company's ability to attract  deposits,  and the Company's ability to
control costs.  Because of these and other factors,  past financial  performance
should not be  considered an  indication  of future  performance.  The Company's
future quarterly operating results may vary significantly.  Investors should not
use historical  trends to anticipate future results and should be aware that the
trading price of the Company's Common Stock may be subject to wide  fluctuations
in response to  quarterly  variations  in operating  results and other  factors,
including those discussed above.

                                       11




Item 3.     Quantitative and Qualitative Disclosures about Market Risk

            The Company maintains an investment  portfolio and participates with
other lenders in commercial loan programs.  Both of these activities are subject
to specific  policies  that are  focused on  preserving  principal,  maintaining
proper liquidity to meet operating needs, and maximizing yields.

            The  Company's  operations  may be  subject  to a variety  of market
risks,  the most  material  of which is the  risk of  changing  interest  rates.
Generally,  interest  rate  risk  is the  volatility  in  financial  performance
attributable  to changes in market  interest  rates,  which may result in either
fluctuation  of net  interest  income or  changes to the  economic  value of the
equity of the Company.  The following  discusses certain factors that may affect
the  Company's  financial  results and  operations  and should be  considered in
evaluating the Company.

            Interest Rates.  The Company's  earnings may be impacted by changing
interest  rates.  Changes in interest rates impact the level of loans,  deposits
and  investments,  the credit profile of existing  loans,  the rates received on
loans and securities and the rates paid on deposits and borrowings.  The Company
attempts to minimize  interest  rate risk through  various  means  including the
matching  of  interest  rate  volatility  of assets  and  liabilities.  However,
significant  fluctuations  in interest  rates may have an adverse  effect on the
Company's financial condition and results of operations.

            Market  Risk.  The fair  value of the  Company's  loans and  deposit
accounts  at March 31,  2002  approximated  their book  value.  Market  risk was
estimated as the potential decrease (increase) in future earnings and cash flows
resulting from a hypothetical 10% increase (decrease) in the Company's estimated
weighted  average lending rate at March 31, 2002.  Although most of the interest
on the Company's loans are indexed to a market rate,  there would be no material
effect on the future  earnings or cash flows related to the Company's total debt
for such a hypothetical change.

            Government  Regulation and Monetary Policy.  The banking industry is
subject to extensive federal and state  supervision and regulation.  Significant
new laws or changes in existing  laws, or repeals of existing laws may cause the
Company's  results  to differ  materially.  Further,  federal  monetary  policy,
particularly as implemented  through the Federal  Reserve System,  significantly
affects  credit  conditions  for the  Company  and a  material  change  in these
conditions  could  have a material  adverse  impact on the  Company's  financial
condition and results of operations.

            Competition.  The banking and financial  services  businesses in the
Company's lines of business are highly competitive. The increasingly competitive
environment  is a result of changes in  regulation,  changes in  technology  and
product  delivery  systems,  and the accelerating  pace of  consolidation  among
financial  service  providers.   The  results  of  the  Company  may  differ  if
circumstances affecting the nature or level of competition change.

            Credit Quality.  A source of risk arises from the  possibility  that
losses will be sustained because  borrowers,  guarantors and related parties may
fail to perform in  accordance  with the terms of their  loans.  The Company has
adopted  underwriting  and credit  monitoring  procedures  and credit  policies,
including the establishment and review of the allowance for credit losses,  that
management  believes are  appropriate  to minimize  this risk by  assessing  the
likelihood of  nonperformance,  tracking loan  performance and  diversifying the
Company's  credit  portfolio.  These policies and procedures,  however,  may not
prevent  unexpected  losses  that could have a  material  adverse  effect on the
Company's results.

            Non-banking  Activities.  The Company may expand its operations into
new  non-banking  activities  in 2002.  Although the Company has  experience  in
providing  bank-related  services,  this  expertise  may  not  assist  us in our
expansion into non-banking  activities.  As a result, we may be exposed to risks
associated with, among other things,  (1) a lack of market and product knowledge
or awareness of other industry  related  matters and (2) an inability to attract
and retain qualified employees with experience in these non-banking activities.

                                       12



            Proposed  Legislation.  From time to time,  various types of federal
and state  legislation  have  been  proposed  that  could  result in  additional
regulation  of,  and  modifications  of  restrictions  on, the  business  of the
Company.  It  cannot  be  predicted  whether  any  legislation  currently  being
considered will be adopted or how such legislation or any other legislation that
might be enacted in the future would affect the business of the Company.

                                       13





PART II  OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K.

            (a)   Exhibits
                  See exhibit  index  immediately  following the signature page.

            (b)   Reports on Form 8-K during the quarter
                  None.

                                       14





                                   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 thereunto duly authorized.


Date:  May 15, 2002                     WebFinancial Corporation


                                        By:  /s/Warren G. Lichtenstein
                                             -----------------------------
                                             Warren G. Lichtenstein
                                             President and Chief Executive
                                             Officer



                                        By:  /s/Glen M. Kassan
                                             --------------------------------
                                             Glen M. Kassan
                                             Vice President and Chief Financial
                                             Officer

                                       15





                                  EXHIBIT INDEX


11          Statement Regarding Computation of Net Loss Per Share

EX-11

                                   Exhibit 11
                                   ----------


                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
              Statement Regarding Computation of Net Loss Per Share
                 (Amounts in thousands except per share amounts)

                                                For the Three Months Ended
                                            March 31, 2002          March 31, 2001
                                            --------------          --------------

Net loss                                       $  (276)               $  (399)

Shares used in computation:

Weighted average number of common shares and
  common share equivalents, basic and diluted    4,367                  4,367

Net loss per share, basic and diluted          $  (.06)               $  (.09)


Common stock  equivalents  (stock  options and warrants)  that were  outstanding
during the three month period ended March 31, 2002 that could potentially dilute
basic  earnings per share in the future were not included in the  computation of
loss per share because the net loss in both periods makes them antidilutive.