8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): August 20, 2004

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


        Delaware                      0-631                     56-2043000
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(State or other jurisdiction      (Commission                 (IRS Employer
 of incorporation)                File Number)               Identification No.)


   590 Madison Avenue, 32nd Floor, New York, New York             10022
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       (Address of principal executive offices)                 (zip code)


Registrant's telephone number, including area code:  (212) 758-3232
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                                       N/A
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          (Former name or former address, if changed since last report)





ITEM 5.   OTHER EVENTS AND REQUIRED FD DISCLOSURE

          On August 20, 2004, WebFinancial Corporation issued a press release
announcing the results of its subscription rights offering, which expired in
accordance with its terms on August 13, 2004. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference into this Item.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

   (c) Exhibits

EXHIBIT NUMBER          DESCRIPTION
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99.1                    Press Release, dated August 20, 2004.





                                   SIGNATURES
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          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 hereunto duly authorized.


                                WEBFINANCIAL CORPORATION


Dated: August 20, 2004          By:  /s/ Glen M Kassan
                                    --------------------------------------------
                                    Name:   Glen M Kassan
                                    Title:  Chief Financial Officer

EX-99

                                                                    Exhibit 99.1


Press Release

                                   Source:  WebFinancial Corporation



         WebFinancial Corporation Concludes Subscription Rights Offering


NEW YORK -- (BUSINESS WIRE) -- August 20, 2004 -- WebFinancial Corporation
(Nasdaq SmallCap: WEFN) today announced the conclusion of its subscription
rights offering, which expired in accordance with its terms on August 13, 2004.
The subscription agent for the rights offering has informed WebFinancial that
rightsholders have subscribed for all 4,366,866 shares offered in the rights
offering. The Company has received gross proceeds of approximately $9.8 million
from the offering and will use the proceeds for working capital and for general
corporate purposes. After giving effect to the issuance of the shares in the
rights offering, the Company has 8,733,732 shares outstanding.

The Company's largest stockholder, Steel Partners II, L.P., exercised all rights
distributed to it in the rights offering, as well as its oversubscription
rights. After giving effect to this exercise, Steel Partners holds 5,069,575
shares of common stock, representing approximately 58% of the Company's
outstanding shares. The subscription agent has informed the Company that shares
of common stock subscribed for in the rights offering have been issued and the
excess funds related to the oversubscription privilege have been remitted.

SAFE HARBOR STATEMENT

This press release contains "forward-looking statements." These forward-looking
statements are based on management's current assumptions and expectations and
involve risks, uncertainties and other important factors. Information
identifying such important factors is contained under "Forward-Looking
Statements" and "Risk Factors" in the prospectus filed with the registration
statement relating to the rights offering.


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Contact:
MacKenzie Partners, Inc., New York
Jeanne Carr, 212-929-5500