EXHIBIT 99.5

                            WEBFINANCIAL CORPORATION


                                                 _____________, 2003

To Our Clients:

            Enclosed for your  consideration are a Prospectus,  dated _________,
2003 (the "Prospectus"), and the "Instructions as to Use of Rights Certificates"
relating to the offering  (the "Rights  Offering") by  WebFinancial  Corporation
(the  "Company")  of shares of its Common Stock (as defined  below)  pursuant to
non-transferable  subscription rights (the "Rights")  distributed to all holders
of record of shares of its common stock, par value $0.001 per share (the "Common
Stock"), at the close of business on ___________,  2003 (the "Record Date"). The
Rights are described in the Prospectus.

            In the Rights  Offering,  the Company is offering  an  aggregate  of
_______ shares of Common Stock (the  "Underlying  Shares"),  as described in the
Prospectus.

            The Rights will expire,  if not  exercised,  at 5:00 p.m.,  New York
City time, on __________,  2003,  unless  extended in the sole discretion of the
Company (as it may be extended, the "Expiration Date").

            As described in the Prospectus,  you will receive one Right for each
share of Common Stock carried by us in your account as of the Record Date.

            Each Right allows you to subscribe  for _____ shares of Common Stock
(the "Basic  Subscription  Privilege") at the cash price of $_________ per share
(the "Subscription Price").

            In  addition,  each  holder  of Rights  who  exercises  their  Basic
Subscription   Privilege   in  full  will  be   eligible   to   subscribe   (the
"Over-Subscription  Privilege") at the  Subscription  Price for shares of Common
Stock that are not  otherwise  purchased  pursuant to the  exercise of Rights by
other  holders of Rights  under the Basic  Subscription  Privilege  (the "Excess
Shares"),  subject to availability and pro-ration as described below.  Shares of
Common Stock will be available  for purchase  pursuant to the  Over-Subscription
Privilege only to the extent that any  Underlying  Shares are not subscribed for
pursuant to the Basic  Subscription  Privilege.  If there are not enough  Excess
Shares to satisfy all subscriptions made under the Over-Subscription  Privilege,
the Company will allocate the remaining  Excess Shares pro-rata  (subject to the
elimination of fractional shares) among those Rights holders who exercised their
Over-Subscription  Privileges,  in proportion to the number of Underlying Shares
each beneficial holder exercising the Over-Subscription  Privilege has purchased
pursuant to the Basic Subscription  Privilege;  provided,  however, that if such
pro-rata  allocation  results in any Rights  holder  being  allocated  a greater
number of Excess Shares than such holder subscribed for pursuant to the exercise
of such holder's Over-Subscription Privilege, then such holder will be allocated
only  such  number  of  Excess  Shares  as such  holder  subscribed  for and the
remaining Excess Shares will be allocated among all other holders exercising the
Over-Subscription  Privilege on the same pro-rata  basis  outlined  above.  Such
pro-ration  will be repeated  until all Excess Shares have been allocated to the
full extent of the Over-Subscription  Privilege. See "The Offering--Subscription






Rights--Over-Subscription  Privilege" in the Prospectus.  Also,  pursuant to the
terms of the Company's  charter, a holder will not be allowed to subscribe for a
number of shares that would  increase such  holder's  ownership of the Company's
shares of common stock to 4.9% or above of the Company's then outstanding shares
of common stock, unless such holder already owned at least 5.0% of the Company's
outstanding common stock on the date such restriction became effective.

            The Rights will be evidenced by non-transferable Rights certificates
and will  cease to have any value at the  close of  business  on the  Expiration
Date.

            The materials  enclosed are being forwarded to you as the beneficial
owner of Common Stock  carried by us in your account but not  registered in your
name.  Exercises  of  rights  may be made  only by us as the  record  owner  and
pursuant  to your  instructions.  Accordingly,  we  request  instructions  as to
whether  you wish us to elect to  subscribe  for any  shares of Common  Stock to
which you are entitled  pursuant to the terms and subject to the  conditions set
forth in the enclosed  Prospectus.  However,  we urge you to read the Prospectus
and other enclosed  materials  carefully before  instructing us to exercise your
Rights.

            Your  instructions to us should be forwarded as promptly as possible
in order to permit us to exercise  Rights on your behalf in accordance  with the
provisions of the Rights Offering. The Rights Offering will expire at 5:00 p.m.,
New York City time, on the Expiration  Date.  Once you have exercised your Basic
Subscription Privilege and your Over-Subscription  Privilege,  such exercise may
not be revoked.

            If you wish to have us, on your behalf,  exercise the Rights for any
shares  of Common  Stock to which you are  entitled,  please so  instruct  us by
completing,  executing and returning to us the "Beneficial  Owner Election Form"
included herewith.

            Any  questions  or requests  for  assistance  concerning  the Rights
Offering should be directed to the Information Agent at _____________.

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