SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

      (Mark One)
         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 1999

                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 0-631

                            WEBFINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)
           Delaware                                            56-2043000
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)


                        150 East 52nd Street, 21st Floor
                               New York, New York
                                      10022
              (Address and zip code of principal executive offices)

                                  877-431-2942
              (Registrant's telephone number, including area code)

Securities  registered pursuant to Section 12(g) of the Act:

                                 TITLE OF CLASS
COMMON STOCK, $.001 PAR VALUE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                     Yes  [X]  No  [  ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K. [X]

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                     Yes  [X]  No [  ]

     Aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant  as of March 23, 2000 was  $8,057,900,  which  value,  solely for the
purposes of this  calculation,  excludes shares held by  Registrant's  officers,
directors,  and  their  affiliates.  Such  exclusion  should  not  be  deemed  a
determination by Registrant that all such  individuals are, in fact,  affiliates
of the  Registrant.  The number of shares of Common Stock issued and outstanding
as of March 23, 2000 was 4,349,996.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Definitive  proxy  statement to be filed  pursuant to Regulation 14A in
connection with the 2000 Annual Meeting of Stockholders, Part III.

<PAGE>


                    WEBFINANCIAL CORPORATION AND SUBSIDIARIES

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

     At the annual  meeting of  stockholders  held  November  4, 1998 (the "1998
Meeting"),  the  stockholders  of the Company  voted to eliminate  the Company's
staggered  board  system.  Commencing  at the June 15, 1999 Annual  Meeting (the
"1999  Meeting"),  with  respect to  directors  whose terms  expired at the 1999
Meeting,  and continuing at the annual meetings of stockholders held in 2000 and
2001,  each director  whose term is expiring (and any new nominees for director)
shall be elected for one-year terms only.

     On February 16, 1999 and March 1, 1999,  respectively,  N. Hunter Wyche and
J. David  Rosenberg  resigned from the Board of Directors  (the  "Board").  At a
meeting on April 20, 1999, the Board appointed  James Benenson,  Jr. to fill the
vacancy left by Mr. Rosenberg. In addition, Harold Smith informed the Board that
he would not stand for  reelection at the annual meeting to be held in 2000. The
Board declined to nominate a director to stand for election in Mr. Smith's place
and voted to reduce the number of directors  from seven to five.  Such reduction
does not shorten Mr. Smith's term,  which expires at the annual meeting in 2000.
As a result of the foregoing, at the 1999 Annual Meeting, the Board consisted of
one  director in the class  expiring at the 1999  Meeting,  one  director in the
class whose term  expires at the annual  meeting in 2000 and three  directors in
the class whose terms  expire at the annual  meeting in 2001.  Additionally,  as
described  above,  the  director  elected at the annual  meeting in 2000 and all
directors elected at annual meetings following the annual meeting in 2000, shall
be elected for one-year terms only.

     The name of,  principal  occupation of and certain  additional  information
about each of the five current directors are set forth below.

DIRECTORS AND EXECUTIVE OFFICERS


         NAME AND AGE                 OCCUPATION AND OTHER DIRECTORSHIPS

Jack L. Howard (38)      Mr.  Howard  has served as a  director  of the  Company
(term expires 2000)      since 1996 and Vice President, Secretary, Treasurer and
                         Chief  Financial  Officer of the Company since December
                         1997.  Mr.  Howard has been a  registered  principal of
                         Mutual Securities,  Inc., a stock brokerage firm, since
                         prior to 1993.  Mr.  Howard  has also  been the  Acting
                         President  and  Chief  Financial   Officer  of  Gateway
                         Industries,  Inc. since September 1994. Mr. Howard is a
                         director  of the  following  publicly  held  companies:
                         Gateway Industries, Inc. and Pubco Corporation.


James Benenson, Jr. (64) Mr.  Benenson has been Chairman of Vesper Company since
(term expires 2000)      1979 and of Arrowhead Holdings  Corporation since 1983.
                         Prior to such  time,  Mr.  Benenson  served in  various
                         capacities with F. Eberstadt & Co., Walker,  Hart & Co.
                         and James  Benenson & Co. Mr.  Benenson has served as a
                         director  of  the  Company  since  1999,  when  he  was
                         appointed by the  Company's  Board of Directors to fill
                         the  vacancy  created  by the  resignation  of J. David
                         Rosenberg.


<PAGE>
Warren G.                Mr.  Lichtenstein  has  served  as a  director  of  the
Lichtenstein (34)        Company since 1996 and  President  and Chief  Executive
(term expires 2001)      Officer  of  the  Company  since   December  1997.  Mr.
                         Lichtenstein  has  been  the  Chairman  of  the  Board,
                         Secretary  and the Managing  Member of Steel  Partners,
                         L.L.C.  ("Steel  LLC"),  the  general  partner of Steel
                         Partners II, L.P. since January 1, 1996.  Prior to such
                         time, Mr.  Lichtenstein was the Chairman and a director
                         of Steel  Partners,  Ltd., the general partner of Steel
                         Partners  Associates,   L.P.,  which  was  the  general
                         partner of Steel Partners II, L.P. since 1993 and prior
                         to January 1, 1996. Mr. Lichtenstein has also served as
                         President  and  director  of  Marsel  Mirror  and Glass
                         Products,  Inc.  ("Marsel"),  a  subsidiary  of Gateway
                         Industries,  Inc. ("Gateway"),  from Marsel's inception
                         in July 1995 until shortly after the acquisition of its
                         business by Gateway in November  1995, and continued as
                         a director  until its  disposition  in  December  1996.
                         Marsel  filed for  protection  under  Chapter 11 of the
                         United  States   Bankruptcy   Code  shortly   following
                         Gateway's  disposition  of its interest in Marsel.  Mr.
                         Lichtenstein  is a director of the  following  publicly
                         held   companies:   Gateway   Industries,   Inc.,   PLM
                         International,  Inc., Tech-Sym Corporation,  CPX Corp.,
                         ECC  International  Corp. and Saratoga  Beverage Group,
                         Inc.

Earle C. May (81)        Mr. May was  elected a director  of the  Company by the
(term expires 2001)      Board of Directors  on July 22, 1997.  Mr. May has been
                         an  executive  officer  of  May  Management,  Inc.,  an
                         investment management firm, since prior to 1993.

Joseph L. Mullen (52)    Mr.  Mullen  has served as a  director  of the  Company
(term expires 2001)      since 1995.  Since January 1994,  Mr. Mullen has served
                         as  Managing  Partner  of  Li  Moran  International,  a
                         management  consulting company, and has functioned as a
                         senior officer overseeing the merchandise and marketing
                         departments  for such  companies  as Leewards  Creative
                         Crafts  Inc.,  Office  Depot  of  Warsaw,   Poland  and
                         WebFinancial Corporation.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange  Commission  initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors and  greater-than  10%  shareholders are required by SEC regulation to
furnish the  Company  with  copies of all  Section  16(a)  forms they file.  The
Company  believes  that all such reports  required to be filed during the fiscal
year ended December 31, 1999 ("Fiscal 1999"),  were filed on a timely basis. The
Company  's  belief  is  based  solely  on its  review  of Forms 3, 4, and 5 and
amendments  thereto furnished to the Company during, and with respect to, Fiscal
1999 by persons  known to be subject to Section 16 of the  Exchange  Act. To the
Company's  knowledge,  based  solely on its review of the copies of such reports
furnished to the Company,  during its fiscal year ended  December 31, 1999,  all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater-than 10% beneficial owners were satisfied.
<PAGE>
Item 11.   EXECUTIVE COMPENSATION

CASH AND OTHER COMPENSATION

     The  following  table sets forth all the  compensation  earned for services
rendered in all capacities, during the fiscal years indicated, by the person who
served as chief  executive  officer of the  Company  and the other  most  highly
compensated   executive   officer   during   1999   (collectively,   the  "Named
Executives").  No other executive  officer  received annual  compensation at the
rate of $100,000 or more during the most recent fiscal year.

                                                       Long-term
                                                     Compensation

                                                        Awards
                                                        ------
Name and
Principal Position                        Year       Options/SARs(#)
------------------                        ----       --------------
Warren G. Lichtenstein                    1999                    0
President and Chief executive officer     1998              211,145
                                          1997               16,313

Jack L. Howard                            1999                    0
Vice President and                        1998              123,645
Chief financial officer                   1997               16,313

<PAGE>
STOCK OPTIONS

     No stock  options or stock  appreciation  rights were  granted to the Named
Executives during 1999.


         The  following  table  shows  aggregate  option  exercise  of the Named
Executives during the year (there were no stock  appreciation  rights granted or
exercised)  and the number and value of options  held as of December 31, 1999 by
the Named Executives.

   AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>

                              Number of
                           shares acquired
                             from stock     Dollar value      Number of Unexercised        Value of Unexercised
                           option exercise   realized on            Options               In-the-Money Options
Name                       during the year   exercise($)      at Fiscal Year-End(#)        at Fiscal Year-End($)(1)
----------------------     ---------------   ----------       --------------------         --------------------
                                                           Exercisable   Unexercisable  Exercisable   Unexercisable
                                                           -----------   -------------  -----------   -------------
<S>                        <C>               <C>           <C>           <C>             <C>           <C>
Warren G. Lichtenstein              0                0         208,708        18,750      1,298,164       116,625

Jack L. Howard                 64,250        1,125,650          63,208        12,500        393,154        77,750

<FN>
(1)  The value of  in-the-money  options  assumes the closing sales price of the
     Common Stock underlying the options as of December 31, 1999 ($6.22).
</FN>
</TABLE>


COMPENSATION COMMITTEE INTERLOCKS

     Compensation Committee Interlock and Insider Participation. The Company had
no  compensation  committee  or  other  Board  committee  performing  equivalent
functions during 1999. Each member of the Board, including Messrs.  Lichtenstein
and  Howard,  the  Company's  Named  Executive  Officers,  has  participated  in
deliberations concerning executive officers' compensation.

DIRECTOR COMPENSATION

     Each of the three directors who are not officers of the Company has elected
to receive his  retainer  fee of $18,000  per year and meeting fee  compensation
ranging  from $375 to $1,125 per meeting in the form of grants of common  stock,
to be paid at the time of the annual meeting. The value of the shares granted is
the fair market value at the time of the grant.  Directors  who are not officers
do not receive annual or per meeting compensation.

<PAGE>
Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth  information as of March 31, 2000 regarding
the beneficial ownership of the Common Stock by each person known by the Company
to own  beneficially  more than 5% of the Common  Stock,  by each  director  and
executive officer,  individually, and by all directors and executive officers as
a group.

                                           Amount and
                                           Nature of
                                           Beneficial
Name and Address                           Ownership         Percentage of Class

Warren G. Lichtenstein                     1,320,613(1)             29.02%
150 East 52nd Street
New York, New York  10022

Steel Partners II, L.P.                    1,090,655(2)             23.96%
150 East 52nd Street
New York, New York  10022

Jack L. Howard                               110,108(3)              2.42%
182 Farmers Lane
Santa Rosa, CA 95405


Earle C. May                                 410,777(4)              9.03%
4550 Kruse Way #345
Lake Oswego, Oregon  97035

May Management, Inc.                         385,350                 8.47%
4550 Kruse Way #345
Lake Oswego, Oregon  97035

James Benenson, Jr.                           61,678                 1.36%
One Lexington Ave
New York, NY 10010


Joseph L. Mullen                              20,361(5)               *
611 Broadway Suite 801
New York, NY 10012


All directors and executive                1,923,537                42.27%
officers as a group (five persons)
*Less than 1%
                             ----------------------

(1)      Includes:  (a) 2,500 shares of Common Stock owned by Mr.  Lichtenstein;
         (b)  227,458  shares of Common  Stock  issuable  upon the  exercise  of
         options   within   sixty  days  of  March  31,  2000   granted  to  Mr.
         Lichtenstein;  (c)  1,068,970  shares  of Common  Stock  owned by Steel
         Partners II, L.P.;  and (d) 21,685 shares of Common Stock issuable upon
         the  exercise of warrants  within sixty days of March 31, 2000 owned by
         Steel Partners II, L.P. Mr.  Lichtenstein is the Managing Member of the
         general partner of Steel Partners II, L.P. Mr.  Lichtenstein  disclaims
         beneficial  ownership  of the  shares  of Common  Stock  owned by Steel
         Partners II, L.P.  (except to the extent of his  pecuniary  interest in
         such shares of Common Stock, which is less than the amount disclosed).
<PAGE>
(2)      Represents 1,068,970 shares of Common Stock and 21,685 shares of Common
         Stock issuable upon exercise of warrants within sixty days of March 31,
         2000.

(3)      Represents  34,400  shares of Common Stock and 75,708  shares of Common
         Stock  issuable upon exercise of options within sixty days of March 31,
         2000 granted to Mr. Howard.

(4)      Includes: (a) 5,066 shares of Common Stock owned by Mr. May; (b) 20,361
         shares of Common Stock  issuable  upon the  exercise of options  within
         sixty days of March 31, 2000 granted to Mr. May;  (c) 35,000  shares of
         Common Stock owned by May  Management,  Inc.; and (d) 350,350 shares of
         Common Stock held in customer accounts as to which May Management, Inc.
         has shared  dispositive  power. Mr. May is the Chief Executive  Officer
         and a principal  stockholder of May Management,  Inc. and may be deemed
         to be the beneficial  owner of shares owned by May Management,  Inc. or
         as to which May Management, Inc. has shared dispositive power.

(5)      Represents 20,361  shares  of Common  Stock  issuable upon  exercise of
         options within sixty days of March 31, 2000 granted to Mr. Mullen.

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

     Except as noted in the footnotes above, (i) none of such shares is known by
the  Company to be shares  with  respect to which the  beneficial  owner has the
right  to  acquire  beneficial  ownership  and  (ii) the  Company  believes  the
beneficial  owner listed above has sole voting and investment power with respect
to the shares shown as being beneficially owned by it.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As of March 31, 1998, the Company entered into a sub-lease for office space
with  Gateway  Industries,  Inc.  ("GWAY")  for use of such space as a corporate
office on a non-exclusive basis. This lease runs through March 31, 2001, but may
be  terminated  by either party upon 90 days notice.  Warren  Lichtenstein,  the
Company's  President,  Chief Executive Officer, and Chief Accounting Officer, is
the  Chairman of the Board of Directors of GWAY.  Mr.  Lichtenstein  is also the
Managing  Member of the General  Partner of Steel  Partners II, L.P.  which owns
approximately  48% of the common stock of GWAY.  Steel Partners  Services,  Ltd.
("SPS"),  which is owned  by an  entity  controlled  by Mr.  Lichtenstein,  also
subleases   part  of  the  office  space  from  GWAY.  In  1998,  the  rent  was
approximately $2,700 a month.

     During the year ended  December 31, 1999, the Company paid a management fee
of approximately $267,000 to SPS for certain management, consulting and advisory
services.  The fee also included the Company's  one-third  share of rent expense
which was paid entirely by SPS during 1999.  The Company  believes that the cost
of  obtaining  the type  and  quality  of  services  rendered  by SPS is no less
favorable  than the cost at which the Company  could  obtain  from  unaffiliated
entities.


<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                            WebFinancial Corporation

         By: /s/Jack L. Howard
             ---------------------------
                Jack L. Howard
                Vice President and Chief Financial Officer


         Date: April 25, 2000