8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    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) March 25, 2005
                                                          --------------

                              --------------------

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


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


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

        Registrant's telephone number, including area code (212) 758-3232
                                                           --------------

          --------------------------------------------------------------
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01. OTHER EVENTS.

     On March 25, 2005,  the Issuer issued a press release  announcing  that its
Board of Directors  approved an amendment to its  Certificate  of  Incorporation
that would  effect a reverse  split of its shares of common  stock at a ratio of
1-for-4,  and  reduce  its  number of  authorized  shares of common  stock  from
50,000,000 to 5,000,000 and of preferred stock from  10,000,000 to 500,000.  The
stockholders  of  the  Issuer  approved  the  reverse  split  and  reduction  in
authorized  capital  stock at the 2004 annual  meeting of  stockholders  held on
December 15, 2004.  The reverse split and reduction in authorized  capital stock
is expected to take effect on April 5, 2005. It is anticipated that the Issuer's
common stock will begin trading on the Nasdaq  SmallCap Market on a post-reverse
split basis at the opening of trading on April 6, 2005 under its current  symbol
"WEFN".

     Fractional  shares of stock  will not be issued as a result of the  reverse
split.  Stockholders  who would otherwise  receive a fractional  share of common
stock  will  be  entitled  to  receive  cash  in  lieu  of  fractional   shares.
Stockholders  will  receive   instructions  by  mail  regarding  the  method  of
exchanging the old stock certificates for new stock certificates. Wachovia Bank,
N.A. is the Issuer's  transfer  agent and will act as the exchange agent for the
purpose of  implementing  the exchange of stock  certificates in connection with
the reverse split.

     A  copy  of  the  press  release  is  attached  as an  exhibit  hereto  and
incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements of Businesses Acquired.

         Not Applicable

     (b) Pro Forma Financial Information.

         Not Applicable

     (c) Exhibits.

         99.1   Press release dated March 25, 2005.




                                   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 hereunto duly authorized.


                                          WEBFINANCIAL CORPORATION
                                          ------------------------
                                                (Registrant)

Date:       March 25, 2005
                                          By:    /s/ Glen M. Kassan
                                          --------------------------------------
                                          Name:  Glen M. Kassan
                                          Title: Chief Financial Officer






                                  EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
- -----------     -----------

99.1            Press Release dated March 25, 2005.

EX-99

                                                                        Ex. 99.1




TO BUSINESS EDITOR:

     WebFinancial  Board and  Stockholders  Authorize  Reverse  Stock  Split and
                     Reduction in Authorized Capital Stock


NEW YORK,  March 25/PRNewswire - FirstCall/ - WebFinancial  Corporation (Nasdaq:
WEFN) today announced that on March 9, 2005, its Board of Directors  approved an
amendment to  WebFinancial's  Certificate of  Incorporation  that would effect a
reverse  split of the shares of common  stock at a ratio of 1-for-4,  and reduce
WebFinancial's  number of authorized  shares of common stock from  50,000,000 to
5,000,000 and of preferred stock from 10,000,000 to 500,000. The stockholders of
WebFinancial  approved the reverse  split and  reduction in  authorized  capital
stock at the 2004 annual meeting of stockholders  held on December 15, 2004. The
reverse  split and  reduction in  authorized  capital  stock is expected to take
effect on April 5, 2005. It is anticipated that WebFinancial's common stock will
begin trading on the Nasdaq SmallCap Market on a post-reverse split basis at the
opening of trading on April 6, 2005 under its current symbol "WEFN".

Fractional  shares of stock will not be issued as a result of the reverse split.
Stockholders who would otherwise receive a fractional share of common stock will
be entitled to receive  cash in lieu of  fractional  shares.  Stockholders  will
receive  instructions  by mail  regarding the method of exchanging the old stock
certificates for new stock  certificates.  Wachovia Bank, N.A. is WebFinancial's
transfer  agent  and  will  act  as  the  exchange  agent  for  the  purpose  of
implementing  the exchange of stock  certificates in connection with the reverse
split.

As of March 24, 2005,  WebFinancial  had 8,733,732 shares of common stock issued
and outstanding and no shares of preferred stock issued and  outstanding.  After
giving effect to the reverse split, there will be approximately 2,183,433 shares
of common stock issued and outstanding.

More  information  about the reverse split and  reduction in authorized  capital
stock is available in  WebFinancial's  definitive proxy statement filed with the
Securities and Exchange Commission on November 24, 2004.




Statements  included in this press release that are not historical in nature are
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995 (the "1995 Act"). The words "believe,"  "expect,"
"anticipate,"  "estimate," "guidance," "target" and similar expressions identify
forward-looking  statements.  The Company cautions readers that  forward-looking
statements  are subject to certain  risks and  uncertainties,  which could cause
actual results to differ materially from those projected in the  forward-looking
statements.  Certain risks and uncertainties are identified from time to time in
the Company's  reports filed with the SEC. The Company  claims the protection of
the safe harbor for forward-looking statements contained in the 1995 Act.


SOURCE: WebFinancial Corporation

- ------------