10QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


(Mark One)

/X/     Quarterly  report under Section 13 or 15(d) of the  Securities  Exchange
        Act of 1934


        For the quarterly period ended March 31, 2003

/ /     Transition report under Section 13 or 15(d) of the Exchange Act

        For the transition period from _____________ to _________________

                          Commission file number 0-631


                            WEBFINANCIAL CORPORATION
        (Exact Name of Small Business Issuer as Specified in Its Charter)


              DELAWARE                                           56-2043000
(State or Other Jurisdiction of                               (IRS Employer
Incorporation or Organization)                               Identification No.)


                         590 Madison Avenue, 32nd Floor
                               New York, NY 10022
           (Address of Principal Executive Offices Including Zip Code)

                                  212-758-3232
                      ------------------------------------
                (Issuer's Telephone Number, Including Area Code)



        Shares of Issuer's Common Stock Outstanding at May 14, 2003: 4,366,866

        Transitional Small Business Disclosure Format: Yes /X/ No / /






                                      INDEX


Part I - Financial Information                                             Page Number
- ------------------------------

Item 1.    Condensed Consolidated Financial Statements:

           Condensed Consolidated Statements of Financial Condition as of
           March 31, 2003 (unaudited) and December 31, 2002...............      2

           Condensed Consolidated Statements of Operations
           Three Months Ended March 31, 2003 and 2002 (unaudited).........      4

           Condensed Consolidated Statements of Cash Flows
           Three Months Ended March 31, 2003 and 2002 (unaudited).........      5

           Notes to Condensed Consolidated Financial Statements (unaudited)..   7

Item 2.    Management's Discussion and Analysis or Plan of Operations......     9

Item 3.    Controls and Procedures.........................................    11


Part II - Other Information
- ---------------------------

Item 6.   Exhibits and Reports on Form 8-K.................................    12

          Signatures.......................................................    13

          Section 302 Certifications.......................................    14

                                       1





PART I.    FINANCIAL INFORMATION
           ---------------------

Item 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           -------------------------------------------

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

                               ASSETS                       March 31, 2003  December 31, 2002
                                                              (unaudited)

 Cash and due from banks                                         $  2,088      $  2,849
 Federal funds sold                                                 1,774         3,697
                                                                 --------      --------
        Total cash and cash equivalents                             3,862         6,546

 Investment securities
         Held-to-maturity (estimated fair value $19 at March
                  31, 2003 and $20 at December 31, 2002)               18            19
         Available-for-sale                                         4,215         1,722
                                                                 --------      --------
                 Total investment securities                        4,233         1,741

 Loans, net of deferred fees                                       11,097        11,826
 Purchased receivables                                              7,329         5,101
 Allowance for credit losses                                       (1,517)       (1,526)
                                                                 --------      --------
                Total loans, net                                   16,909        15,401

Foreclosed assets                                                     256            36
Premises and equipment, net                                            34            41
Accrued interest receivable                                           285           259
Goodwill, net                                                       1,380         1,380
Other assets                                                          879           761
                                                                 --------      --------
                                                                 $ 27,838      $ 26,165
                                                                 ========      ========

                                       2





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

                                                                   March 31, 2003  December 31, 2002
                                                                    (unaudited)
 LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
         Non interest-bearing demand                                  $    470      $    668
         NOW/MMA accounts                                                  844           680
         Certificates of deposit                                        14,219        12,272
                                                                      --------      --------
               Total deposits                                           15,533        13,620

 Other liabilities                                                         140           919
                                                                      --------      --------
 Total liabilities before minority interest                             15,673        14,539

Minority interest                                                          372           356

 Commitments and contingencies                                            --            --

 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, 2003 and
           December 31, 2002                                                 4             4
       Paid-in-capital                                                  36,606        36,606
      Accumulated  deficit                                             (24,869)      (25,083)
      Accumulated other comprehensive income (loss)                         52          (257)
                                                                      --------      --------
 Total stockholders' equity                                             11,793        11,270
                                                                      --------      --------
                                                                      $ 27,838      $ 26,165
                                                                      ========      ========

        The accompanying notes are an integral part of these statements.

                                       3





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

                                                                                   For the Three Months
                                                                                     Ended March 31,
                                                                                  2003             2002
                                                                                  ----             ----
  Interest income
      Loans and purchased receivables, including fees                         $       951      $       401
      Cash equivalents                                                                  5               18
      Federal funds sold                                                                9                6
      Investments                                                                       5                8
                                                                              -----------      -----------
             Total interest income                                                    970              433

  Interest expense                                                                     97               66
                                                                              -----------      -----------

                    Net interest income before provision (credit) for
                    credit losses                                                     873              367

Provision (credit) for credit losses                                                   (3)              45
                                                                              -----------      -----------

                    Net interest income after provision (credit) for
                    credit losses                                                     876              322

Noninterest income
       Fee income                                                                     163              136
       Miscellaneous income, net                                                       72                3
                                                                              -----------      -----------
               Total noninterest income                                               235              199

Noninterest expenses
       Salaries, wages, and benefits                                                  238              256
       Professional and legal fees                                                    160              257
       Occupancy expense                                                               35               50
       Other general and administrative                                               446              242
                                                                              -----------      -----------
               Total noninterest expenses                                             879              805
                                                                              -----------      -----------
                  Income (loss) before income taxes and minority interest             232             (284)

 Income taxes                                                                           2             --
                                                                              -----------      -----------

         Income (loss) before minority interest                                       230             (284)

 (Income) loss attributable to minority interest                                      (16)               8
                                                                              -----------      -----------

          Net income (loss)                                                   $       214      $      (276)
                                                                              ===========      ===========

  Net income (loss) per common share, basic and diluted                       $       .05      $      (.06)
  Weighted average number of common shares:
          Basic                                                                 4,366,866        4,366,866
          Diluted                                                               4,367,769        4,366,866

         The accompanying notes are an integral part of these statements

                                       4





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

                                                                         For the Three Months
                                                                            Ended March 31,
                                                                           2003         2002
                                                                           ----         ----

 Cash flows from operating activities:
 Net income (loss) from operations                                         214         (276)
 Adjustments to reconcile net income (loss) to net cash
       used in operating activities:
           Minority interest                                                16           (8)
           Depreciation                                                      7           12
           Provision (credit) for credit losses                             (3)          45
           Accretion of loan income and fees, net                          (59)         (34)
           Amortization of servicing assets                                 34            6
           Amortization of other assets                                      2            5
 Changes in operating assets and liabilities:
           Accrued interest receivable                                     (26)         (22)
           Other assets                                                   (154)        (111)
           Interest payable                                                (59)        --
           Other liabilities                                              (720)          20
                                                                       -------      -------
                  Net cash used in operating activities                   (748)        (363)

Cash flows from investing activities:
        Principal payments received on investment securities held-
                   to-maturity                                               1            3
        Purchase of investment securities available-for-sale            (2,425)        (507)
        Sale of investment securities available-for-sale                   233         --
        Principal payments received on investment securities
                   available-for-sale                                        7         --
       Purchase of premises and equipment                                 --             (1)
       Proceeds from sale of foreclosed assets                            --             19
       Loans originated, receivables purchased, and principal
                   collections, net                                     (1,665)      (2,521)
                                                                       -------      -------
                Net cash used in investing activities                   (3,849)      (3,007)

Cash flows from financing activities:
       Net decrease in noninterest bearing deposits                       (198)         (51)
       Net increase in NOW/MMA deposits                                    164          385
       Net increase in certificates of deposit                           1,947        5,061
                                                                       -------      -------
              Net cash provided by financing activities                  1,913        5,395

 Net increase (decrease) in cash and cash equivalents                   (2,684)       2,025

 Cash and cash equivalents at beginning of period                        6,546        5,095
                                                                       -------      -------

  Cash and cash equivalents at end of period                           $ 3,862      $ 7,120
                                                                       =======      =======
                            (continued)

                                        5





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

                                                          For the Three Months
                                                             Ended March 31,
                                                              2003    2002
                                                              ----    ----
Supplemental disclosure of cash flow information:
         Cash paid for interest                                156      44
         Cash paid for income taxes                              2     --

Supplemental disclosure of additional non-cash activities:

During the first quarter of 2003, the Company acquired foreclosed assets of $220
in lieu of loan payments.

At March  31,  2003,  the  Company  had a  balance  of net  unrealized  gains on
securities of $52,  which is shown in  accumulated  other  comprehensive  income
(loss) on the Condensed  Consolidated  Statements of Operations.  The balance at
December  31,  2002 was $(257).  As a result,  accumulated  other  comprehensive
income (loss) increased by $309 in the first quarter of 2003.

         The accompanying notes are an integral part of these statements

                                       6




                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES
        NOTES TO CONDENSED 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   condensed
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 condensed  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 year ended December 31, 2002 (the "2002 10-K").  The
Condensed Consolidated Statement of Financial Condition at December 31, 2002 was
extracted from the Company's audited consolidated financial statements contained
in the 2002 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  are  comprised  of
normal  recurring  accruals  necessary for the fair  presentation of the interim
financial  statements.  Operating  results for the three  months ended March 31,
2003 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2003.

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.

3.          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 income
(loss), excluding changes resulting from investments by owners (e.g., supplement
stock offerings) and distributions to owners (e.g., dividends).

            As of March 31, 2003,  accumulated other comprehensive income (loss)
consisted of the following:

            Balance at December 31, 2002                     $  (257)
            Net change during  the period related
                   to unrealized holding gains
                   on AFS securities arising
                   during the period.                            309
                                                             -------
            Balance at March 31,2003                         $    52
                                                             ========

                                       7





4.          OPERATING SEGMENT INFORMATION

Operating  segments  represent  components of an enterprise about which separate
financial  information  is available  that is  evaluated  regularly by the chief
operating  decision maker in deciding how to allocate resources and in assessing
performance.

The Company evaluates segment performance  internally based on lines of business
and the  operating  segments  are so defined.  The Company  has  identified  two
operating  segments.  The first is  accounts  receivable  factoring.  The second
operating  segment,   termed  "other,"  includes  commercial  lending,  fee  for
services, and investment activities.

The following is a summary of selected  operating  segment  information  for the
quarters ended March 31, 2003 and 2002.  The  information  represents  operating
results as if the segments  were operated on a stand alone basis.  However,  the
results do not reflect a full allocation of costs based on the current structure
of the  entities,  and  thus  the  results  might  not  be  comparable  to  like
information from other companies.

                                                                   Accounts
                                                                  Receivable                  Consolidated
                                                                   Factoring        Other       Company
                                                                   ---------        -----       --------

FIRST QUARTER 2003:
Statement of Operations Information (Quarter):
Net interest income after provision (credit) for credit losses     $    576      $    300      $    876
Noninterest income                                                     --             235           235
Noninterest expense                                                     305           574           879
                                                                   --------      --------      --------
Income (loss) before income taxes and minority interest                 271           (39)          232
Income taxes                                                           --               2             2
Income attributable to minority interest                               --             (16)          (16)
                                                                   --------      --------      --------
Net income (loss)                                                  $    271      $    (57)     $    214

Statement of Financial Condition Information (As of March 31):
Total assets                                                       $  7,735      $ 20,103      $ 27,838
Net loans and leases                                               $  5,922      $ 10,987      $ 16,909
Deposits                                                           $  7,211      $  8,322      $ 15,533

FIRST QUARTER 2002:
Statement of Operations Information (Quarter):
Net interest income after provision for loan losses                $     52      $    270      $    322
Noninterest income                                                     --             199           199
Noninterest expense                                                      84           721           805
                                                                   --------      --------      --------
Loss before income taxes and minority interest                          (32)         (252)         (284)
Income taxes                                                           --            --            --
Loss attributable to minority interest                                 --               8             8
                                                                   --------      --------      --------
Net loss                                                           $    (32)     $   (244)     $   (276)

Statement of Financial Condition Information (As
of March 31):

Total assets                                                       $  2,385       $21,563       $23,948
Net loans and leases                                               $  1,871       $11,278       $13,149
Deposits                                                           $  2,416       $10,293       $12,709

                                       8





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

            The  following  discussion  should be read in  conjunction  with the
consolidated  unaudited  interim  financial  statements  as of and for the three
month period ended March 31, 2003 of the Company and the notes thereto presented
elsewhere herein.

CHANGES IN FINANCIAL CONDITION
MARCH 31, 2003 COMPARED TO DECEMBER 31, 2002

            Total assets  increased by $1,673,000  during the three months ended
March 31,  2003.  The  majority of that  increase was due to growth in purchased
receivables related to the Company's accounts receivable  factoring program. The
balance  of the  Company's  purchased  receivables  at  December  31,  2002  was
$5,101,000  versus  $7,329,000  at March 31, 2003,  an increase of $2,228,000 or
44%.  WebBank  entered  into a  purchased  receivables  sourcing  and  servicing
agreement with a second company in the first quarter of 2003, producing $807,000
of the  increase.  In order  to fund  the  increase  in  total  assets,  WebBank
increased its certificates of deposit by $1,947,000 during the quarter.  The new
certificates  of deposit have  maturities  between 18 and 30 months.  The mix of
cash  and  investments   changed  during  the  first  quarter  as  approximately
$2,500,000  of cash and federal  funds sold balances were invested in short-term
available-for-sale  securities.  Other liabilities decreased $779,000 during the
first  quarter  primarily due to the cash  settlement  of a $663,000  securities
purchase which was pending at December 31, 2002.

CHANGES IN RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

            Net income for the quarter ended March 31, 2003 was $214,000 or $.05
per share  compared to a net loss of $(276,000) or $(.06) per share for the same
period in 2002. The change between quarters  represented an increase of $490,000
or $.11 per share.

            The  Company's  net  interest  income after  provision  (credit) for
credit losses increased by $554,000. Most of that increase was due to additional
interest  income from purchased  receivables.  During the first quarter of 2002,
which was the first  quarter  of the  Company's  accounts  receivable  factoring
program,  net interest  income after  provision for credit losses from purchased
receivables was $52,000. During the first quarter of 2003, that amount increased
to $576,000.  Interest expense for the Company  increased $31,000 when comparing
the two quarters. Large increases in deposit balances were offset by significant
decreases in interest rates paid on deposits.

            Noninterest  income for the Company  increased by $36,000 during the
three months  ended March 31, 2003  compared to the three months ended March 31,
2002. Fee income and miscellaneous income remained relatively constant.

            The   Company's   noninterest   expenses   increased   by   $74,000,
comparatively,  between the two quarters.  Salary  expense  declined by $18,000,
primarily due to staff  reductions at WebBank.  The Company's  professional  and
legal fees decreased by $97,000 when  comparing the two quarters,  primarily due
to lower costs associated with new fee for services business in 2003.  Occupancy
expense  decreased  by $15,000  from  quarter to quarter,  primarily  due to the
closing of an office in  Washington  D.C.  occupied  by the former  Chairman  of
WebBank. Offsetting these decreases was a $204,000 increase in other general and
administrative expenses, primarily due to third-party servicing and broker costs
related to increased  activity in the Company's  accounts  receivable  factoring
program.

                                       9





LIQUIDITY AND CAPITAL RESOURCES

            At March 31, 2003 and December 31, 2002, the Company's cash and cash
equivalents  totaled $3,862,000 and $6,546,000,  respectively.  The decrease was
due primarily to a shift in asset mix from federal funds sold to  investments in
short term  available-for-sale  securities in the first quarter of 2003. Funding
for WebBank is obtained  primarily from certificates of deposit obtained through
brokers and from a $500,000 unsecured 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.

            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.  To date,  the Company  has no  agreements,  commitments,  or
understandings with respect to future acquisitions.

NEW ACCOUNTING PRONOUNCEMENTS

            In  April  2003,  the FASB  issued  SFAS No.  149,  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  SFAS No. 149 amends SFAS No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities." SFAS No.
149 improves  financial  reporting by requiring that  contracts with  comparable
characteristics  be accounted  for  similarly.  SFAS is effective  for contracts
entered   into  or   modified   after  June  30,  2003  and  should  be  applied
prospectively.  The company  anticipates  adopting SFAS No. 149 with no material
impact on its financial  condition or results of operations for the three months
ended March 31, 2003.


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  ON  FORM  10-QSB  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  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 IN THIS QUARTERLY  REPORT ON FORM 10-QSB AND THE RISK
FACTORS IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.

                                       10




ITEM 3.  CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the date of this report,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls  and  procedures.  Based  upon that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to  the  Company  (including  its  consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.

(b)         Changes in internal controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

(c)         Asset-Backed issuers

            Not applicable.

                                       11





PART II:  OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits
                  99.1   Certification  of Chief Executive  Officer  Pursuant to
                         Section 906 of the Sarbanes-Oxley Act
                  99.2   Certification  of Chief Financial  Officer  Pursuant to
                         Section 906 of the Sarbanes-Oxley Act

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


                                       12




                                   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 __, 2003                   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

                                       13





                                  CERTIFICATION

                            Section 302 Certification

I, Warren G. Lichtenstein, certify that:

(1) I have  reviewed  this  quarterly  report  on Form  10-QSB  of  WebFinancial
Corporation, a Delaware corporation (the "Registrant");

(2) Based on my  knowledge,  this  quarterly  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 quarterly
report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

(4)  The  Registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  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  quarterly  report is being
     prepared;

     (b) evaluated the effectiveness of the Registrant's disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

(5) The Registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
functions):

     (a) all  significant  deficiencies  in the design or  operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

(6) The  Registrant's  other  certifying  officers and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  May 14, 2003

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


                                       15




                                  CERTIFICATION

                            Section 302 Certification

I, Glen M. Kassan, certify that:

(1) I have  reviewed  this  quarterly  report  on Form  10-QSB  of  WebFinancial
Corporation, a Delaware corporation (the "Registrant");

(2) Based on my  knowledge,  this  quarterly  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 quarterly
report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;

(4)  The  Registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  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  quarterly  report is being
     prepared;

     (b) evaluated the effectiveness of the Registrant's disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

(5) The Registrant's  other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
functions):

     (a) all  significant  deficiencies  in the design or  operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

(6) The  Registrant's  other  certifying  officers and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date:  May 14, 2003

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

                                       16

EX-99.1

                                                                    EXHIBIT 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)


Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 (18 U.S.C.  ss.1350),
the undersigned, Warren G. Lichtenstein, Chief Executive Officer of WebFinancial
Corporation,  a Delaware corporation (the "Company") does hereby certify, to his
knowledge, that:

The Quarterly  Report on Form 10-QSB for the quarter ended March 31, 2003 of the
Company (the "Report") fully complies with the  requirements of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, and the information  contained in
the Report fairly presents,  in all material respects,  the financial  condition
and results of operations of the Company.


                                            /s/ Warren G. Lichtenstein
                                            ------------------------------------
                                            Warren G. Lichtenstein
                                            Chief Executive Officer
                                            May 14, 2003

EX-99.2

                                                                    Exhibit 99.2
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)


Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 (18 U.S.C.  ss.1350),
the  undersigned,   Glen  Kassan,   Chief  Financial   Officer  of  WebFinancial
Corporation,  a Delaware corporation (the "Company") does hereby certify, to his
knowledge, that:

The Quarterly  Report on Form 10-QSB for the quarter ended March 31, 2003 of the
Company (the "Report") fully complies with the  requirements of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, and the information  contained in
the Report fairly presents,  in all material respects,  the financial  condition
and results of operations of the Company.

                                              /s/ Glen Kassan
                                              --------------------------------
                                              Glen Kassan
                                              Chief Financial Officer
                                              May 14, 2003