Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            WEBFINANCIAL CORPORATION



            Under Section 242 of the Delaware General Corporation Law

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



     It is hereby certified that:

     1.  The  name  of  the   corporation  is  WebFinancial   Corporation   (the
"Corporation").

     2.  The Certificate of  Incorporation of the Corporation is hereby amended
by amending and restating Article FOURTH thereof as follows:

          "FOURTH:  (a) The  Corporation  shall have the  authority to
          issue an aggregate  of Five  Million  Five Hundred  Thousand
          (5,500,000)  shares of capital stock. The authorized capital
          stock  shall be  divided  into  Common  Stock  (the  "Common
          Stock") and Preferred  Stock (the  "Preferred  Stock").  The
          Common  Stock  of the  Corporation  shall  consist  of  Five
          Million  (5,000,000)  shares, par value $.001 per share. The
          Preferred  Stock of the  Corporation  shall  consist of Five
          Hundred  Thousand  (500,000)  shares,  par  value  $.001 per
          share.

          (b) No stockholder of the Corporation shall by reason of his
          holding of shares of any class or series have any preemptive
          or  preferential  right to  purchase  or  subscribe  for any
          shares of any  class or series of stock of the  Corporation,
          now or hereafter authorized,  or any securities  convertible
          into or carrying  options or warrants to purchase any shares
          of any class or series of stock of the  Corporation,  now or
          hereafter authorized, other than such rights, if any, as the
          Board of Directors,  in its discretion from time to time may
          grant and at such price as the Board of Directors may fix.

          (c) Upon this  Certificate of Amendment  becoming  effective
          pursuant  to the  General  Corporation  Law of the  State of



          Delaware  (the  "Effective  Date"),  the  Corporation  shall
          implement  a reverse  stock  split of its Common  Stock (the
          "Reverse  Split"),  whereby  every four (4) shares of Common
          Stock issued and outstanding of record  immediately prior to
          the   Effective   Date  ("Old   Common   Stock")   shall  be
          automatically  reclassified  as, and converted into, one (1)
          share of Common Stock ("New Common Stock").

          (d)  Notwithstanding the provisions of section (c) above, no
          fractional  shares of New  Common  Stock  shall be issued in
          connection  with  the  Reverse  Split.  In lieu  of  issuing
          fractional shares in the Reverse Split, each holder shall be
          paid  cash by the  Corporation  in an  amount  equal  to the
          product of such fraction  multiplied by the average  closing
          sale prices of the Common  Stock (as adjusted to reflect the
          Reverse  Split) for the 10 trading days  immediately  before
          the Effective Date (or, in the event the Common Stock is not
          so traded on the Effective  Date,  such closing price on the
          next preceding day on which such stock is traded).

          (e) Each stock  certificate  that  immediately  prior to the
          Effective Date represented shares of Old Common Stock shall,
          from and after the Effective Date, automatically and without
          the necessity of presenting the same for exchange, represent
          that number of whole  shares of New Common  Stock into which
          the  shares  of  Old  Common  Stock   represented   by  such
          certificate shall have been reclassified; provided, however,
          that each holder of record of a certificate that represented
          shares of Old Common Stock shall  receive upon  surrender of
          such  certificate a new certificate  representing the number
          of whole shares of New Common Stock into which the shares of
          Old Common Stock  represented by such certificate shall have
          been reclassified.

          (f)  Except  as may  be  provided  in  this  Certificate  of
          Incorporation  or in a designation with respect to Preferred
          Stock,  the holders of shares of New Common Stock shall have
          the exclusive right to vote on all matters on which a holder
          of Common Stock shall be entitled to vote at all meetings of
          the stockholders of the Corporation and shall be entitled to
          one vote for each share of New Common Stock entitled to vote
          at such meeting."

     3.   The amendment of the Certificate of Incorporation herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General  Corporation Law of the State of Delaware and by the affirmative vote of
the holders of a majority of the capital stock of the  Corporation  at a meeting
duly noticed and conducted in accordance with the By-Laws of the Corporation.

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     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  of  Certificate  of  Incorporation  to be executed on this 5th day of
April, 2005.




                                      WEBFINANCIAL CORPORATION



                                      /s/ Warren G. Lichtenstein
                                      ------------------------------------
                                      Name: Warren G. Lichtenstein
                                      Title: Chief Executive Officer