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) May 11, 2006
                                                           ------------

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

                            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) 520-2300
                                                           --------------

         --------------------------------------------------------------
          (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 3.01.   NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED  LISTING RULE
OR STANDARD; TRANSFER OF LISTING.

         On May 11, 2006,  the Board of Directors  of  WebFinancial  Corporation
(the "Company")  authorized the delisting of the Company's common stock from the
Nasdaq SmallCap  Market  effective May 15, 2006. The Company also issued a press
release  announcing the delisting and deregistration of the common stock and the
reasons for taking such action.

         On May 15, 2006,  the Company filed a Form 15 with the  Securities  and
Exchange Commission  deregistering its common stock and suspending its reporting
obligations  under the Securities  Exchange Act of 1934.  The Company  presently
intends  to  continue  to make  available  its  periodic  financial  information
commencing with the period ending June 30, 2006.



ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

       (d)    Exhibits

       99.1   Press release dated May 11, 2006.






                                   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:    May 15, 2006
                               By:    /s/ Glen Kassan
                                      ------------------------------------------
                               Name:  Glen Kassan
                               Title: Vice President and Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

     WEBFINANCIAL CORPORATION ANNOUNCES INTENTION TO DELIST ITS COMMON STOCK
                FROM NASDAQ AND DEREGISTER ITS COMMON STOCK WITH
                     THE SECURITIES AND EXCHANGE COMMISSION

         NEW YORK, May 11  /PRNewswire-FirstCall/  --  WebFinancial  Corporation
(Nasdaq:  WEFN) today  announced that it intends to delist its common stock from
the Nasdaq SmallCap  Market  effective May 15, 2006. The Company also intends to
file a Form 15 on May 15, 2006 with the  Securities  and Exchange  Commission to
deregister  its common  stock and suspend its  reporting  obligations  under the
Securities  Exchange  Act of 1934.  The Company  expects the  deregistration  to
become effective within ninety (90) days of the filing with the SEC.

         As a result of the filing of the Form 15, the  Company's  obligation to
file with the SEC certain reports and forms,  including Forms 10-KSB, 10-QSB and
8-K, will immediately  cease. The Company  presently intends to continue to make
available its periodic financial  information  commencing with the period ending
June 30,  2006.  The  Company's  shares  will no longer be listed on the  Nasdaq
SmallCap  Market  effective  the open of market on May 15,  2006.  However,  the
Company  anticipates that its shares will be traded on the Pink Sheets,  but can
make no assurances  that any broker will make a market in the  Company's  common
stock.  The Pink Sheets is a  centralized  quotation  service that  collects and
publishes  market  maker  quotes in real time,  primarily  through its web site,
http://www.pinksheets.com/.

         The   Company's   Board  of   Directors   determined,   after   careful
consideration, that delisting and deregistering is in the overall best interests
of the Company's  stockholders.  Several factors were considered by the Board of
Directors in making this decision, including the following:

o        The elimination of  disproportionately  large costs associated with the
         preparation  and filing of the  Company's  periodic  reports  and other
         filings with the SEC;

o        The  elimination  of  substantial  increases in legal,  audit and other
         costs   associated  with  being  a  public  company  in  light  of  new
         regulations  promulgated as a result of the  Sarbanes-Oxley Act of 2002
         and the SEC rules thereunder;

o        The nature and extent of current trading in the Company's common stock,
         which is limited;

o        The  concentration  of stock ownership in relatively few holders of the
         Company's common stock; and

o        The lack of analysts'  coverage and minimal liquidity for the Company's
         common stock.

         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

05/11/2006

CONTACT:  Jack Howard of WebFinancial Corporation, +1-212-520-2300/

(WEFN)