As filed with the Securities and Exchange Commission on April 26, 2000
                              Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                            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
                            New York, New York 10022
               (Address of principal executive offices) (Zip code)


                       WEBFINANCIAL CORPORATION LONG TERM
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)


                             Warren G. Lichtenstein
                                    President
                            WebFinancial Corporation
                              150 East 52nd Street
                            New York, New York 10022
                                 (212) 813-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                   <C>                      <C>
Title of securities to be  |   Amount to be    |  Proposed maximum   |  Proposed maximum   |    Amount of
registered                 |  registered (1)   |   offering price    |  aggregate offering |   registration
                           |                   |     per share (2)   |       price         |       fee
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
                           |                   |                     |                     |
Common Stock, par value    |                   |                     |                     |
$.001 per share            |  800,000 shares   |       $4.21         |   $3,368,000 (2)    |       $890
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Represents additional shares that may be granted under the Long Term Stock
      Incentive  Plan,  as amended and restated (the  "Plan"),  of  WebFinancial
      Corporation (the "Company").  Previously, on June 29, 1995, Rose's Stores,
      Inc.  ("Stores"),  a  predecessor  of the  Company,  filed a  registration
      statement on Form S-8  (Registration No.  333-60693)  registering  700,000
      shares of common  stock of Stores  under the  Securities  Act of 1933 (the
      "Act"),  which  represented  shares  that could be  granted  under the New
      Equity  Compensation  Plan (the "Stores Plan") of Stores.  In August 1997,
      Stores was  reorganized  and became a  wholly-owned  subsidiary  of Rose's
      Holdings,  Inc.  ("Holdings"),  at which  time the  Plan  was  adopted  by
      Holdings. On October 28, 1997, Holdings filed a registration  statement on
      Form S-8  (Registration  No.  333-38851)  registering  500,000  shares  of
      Holdings' common stock under the Act, which represented  additional shares
      that  could be  granted  under  the Plan.  At the  annual  meeting  of the
      stockholders  of Holdings on November 4, 1998, the  stockholders  approved
      (a) the  merger of the  Stores  Plan  into the Plan and (b) an  additional
      800,000 shares of common stock issuable under the Plan, thereby increasing
      the  aggregate  number of shares of common  stock  subject  to  options or
      awards under the Plan from 500,000 to 2,000,000  (including 700,000 shares
      issuable under the Stores Plan).  At the annual meeting of stockholders of
      Holdings on June 15, 1999, the stockholders  approved a proposal to change
      the name of the company to WebFinancial Corporation,  and a Certificate of
      Amendment reflecting such change was filed in Delaware.

(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h)  under the Act.  The  maximum  offering  price per
      share is based  upon the  average  of the high and low sale  prices of the
      common stock as reported on the NASDAQ SmallCap Market on April 20, 2000.

<PAGE>
                                EXPLANATORY NOTE

     The contents of the  Registration  Statement  on Form S-8 of Stores,  filed
with the Securities and Exchange  Commission on June 29, 1995  (Commission  File
No. 333-60693),  relating to the registration of 700,000 shares of common stock,
authorized for issuance under the Stores Plan, and the Registration Statement on
Form S-8 of  Holdings,  filed with the  Securities  and Exchange  Commission  on
October 28, 1997 (Commission File No.  333-38851),  relating to the registration
of 500,000  shares of common stock,  authorized for issuance under the Plan, are
incorporated  by reference in their entirety  herein in accordance  with General
Instruction  E to  Form  S-8.  This  Registration  Statement  provides  for  the
registration  of an additional  800,000  shares of common stock  authorized  for
issuance under the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  EXHIBITS.

           4.3    WebFinancial  Corporation  Long Term Stock  Incentive Plan, as
                  amended and restated  (incorporated by reference to Annex 1 to
                  the Company's  Definitive  Proxy  Statement,  filed October 6,
                  1998)

         * 5.1    Opinion of Proskauer Rose LLP

         *23.1    Consent of Independent Auditors

          23.2    Consent of Proskauer Rose LLP (included in Exhibit 5.1)

         *24      Power of Attorney

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

         *        Filed herewith



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on April 26, 2000.

                            WEBFINANCIAL CORPORATION


                            By:  /s/ Warren G. Lichtenstein
                            ------------------------------------
                                Warren G. Lichtenstein
                                President, Chairman of the Board
                                and Chief Executive Officer



     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
      Signatures                                Title                           Date
      ----------                                -----                           ----
<S>                              <C>                                       <C>
/s/ Warren G. Lichtenstein        President, Chairman of the Board,         April 26, 2000
---------------------------          and Chief Executive Officer
Warren G. Lichtenstein            (principal executive officer and
                                     principal accounting officer)


/s/ Jack L. Howard                 Vice President, Chief Financial          April 26, 2000
---------------------------      Officer (principal financial officer),
Jack L. Howard                               and Director


/s/ Earle C. May                               Director                     April 26, 2000
---------------------------
Earle C. May


/s/ Joseph L. Mullen                           Director                     April 26, 2000
---------------------------
Joseph L. Mullen


/s/ James Benenson, Jr.                        Director                     April 26, 2000
---------------------------
James Benenson, Jr.
</TABLE>


<PAGE>
                                                                     EXHIBIT 5.1


                       [Letterhead of Proskauer Rose LLP]


April 25, 2000

WebFinancial Corporation
150 East 52nd Street
21st Floor
New York, New York 10022

Dear Sirs:

We are acting as counsel to  WebFinancial  Corporation,  a Delaware  corporation
(the "Company"),  in connection with the Registration Statement on Form S-8 with
exhibits thereto (the  "Registration  Statement") filed by the Company under the
Securities Act of 1933, as amended,  and the rules and  regulations  thereunder,
relating to the  registration  of 800,000 shares (the "Shares") of common stock,
par value $.001 per share,  of the Company to be issued by the Company  pursuant
to the WebFinancial Corporation Long Term Stock Incentive Plan (the "Plan").

As such counsel,  we have  participated in the  preparation of the  Registration
Statement  and have reviewed the corporate  proceedings  in connection  with the
adoption of the Plan. We have also examined and relied upon originals or copies,
certified or otherwise authenticated to our satisfaction,  of all such corporate
records,  documents,  agreements  and  instruments  relating  to the Company and
certificates of public officials and of representatives of the Company, and have
made such investigations of law, and have discussed with  representatives of the
Company and such other persons such  questions of fact, as we have deemed proper
and necessary as a basis for rendering this opinion.

Based upon, and subject to, the foregoing, we are of the opinion that the Shares
are duly  authorized  and, upon  issuance of the Shares in  accordance  with the
terms  of the  Plan,  will be,  assuming  no  change  in the  applicable  law or
pertinent facts, validly issued, fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

Very truly yours,


     /s/ Proskauer Rose LLP
    Proskauer Rose LLP


<PAGE>
                                                                   EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS




The Board of Directors and Stockholders
WebFinancial Corporation:

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 dated April 26, 2000 pertaining to the  WebFinancial  Corporation  Long
Term Stock  Incentive  Plan of our report dated March 24, 2000,  relating to the
consolidated  balance sheets of WebFinancial  Corporation and subsidiaries as of
December  31,  1999  and  1998,  and  the  related  consolidated  statements  of
operations, stockholders' equity, and cash flows for the year ended December 31,
1999,  the  eleven-month  period ended  December  31,  1998,  and the year ended
January 31, 1998, which report appears in the December 31, 1999 annual report on
Form 10-K of WebFinancial Corporation and subsidiaries.


                                   /s/KPMG LLP

Salt Lake City, Utah
April 21, 2000








<PAGE>
                                                                  EXHIBIT 24


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes and appoints Warren G.  Lichtenstein and Jack L. Howard,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and  resubstitution,  to act, without the other, for him and in his
name,  place,  and  stead,  in any and all  capacities,  to sign a  Registration
Statement on Form S-8 of WebFinancial Corporation (the "Company") and any or all
amendments  (including  post-effective  amendments)  thereto,  relating  to  the
registration,  under the Securities Act of 1933, as amended, of shares of Common
Stock of the  Company to be issued  pursuant  to the  Company's  Long Term Stock
Incentive  Plan and to file the  same,  with all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as full to all  intents  and
purposes as they might or could do in person,  hereby  ratifying and  confirming
all  that  said  attorneys-in-fact  and  agents,  and  each of  them,  or  their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


April 26, 2000

                                 /s/ Warren G. Lichtenstein
                                 -------------------------------
                                 Warren G. Lichtenstein


                                 /s/ Jack L. Howard
                                 -------------------------------
                                 Jack L. Howard


                                 /s/ Earle C. May
                                 -------------------------------
                                 Earle C. May


                                 /s/ Joseph L. Mullen
                                 -------------------------------
                                 Joseph L. Mullen


                                 /s/ James Benenson, Jr.
                                 -------------------------------
                                 James Benenson, Jr.
[{"type": "S-8", "sequence": "1", "description": "WEBFINANCIAL CORPORATION", "secsgml_size_bytes": 14779}]
{"company-data": {"conformed-name": "WEBFINANCIAL CORP", "cik": "0000085149", "assigned-sic": "5331", "irs-number": "562043000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35606", "film-number": "608909"}, "business-address": {"street1": "150 EAST 52ND STREET 21ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2128131500"}, "mail-address": {"street1": "150 EAST 52ND ST", "street2": "21ST FL", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "ROSES HOLDINGS INC", "date-changed": "19970826"}, {"former-conformed-name": "ROSES STORES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 26, 2000
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                            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
                            New York, New York 10022
               (Address of principal executive offices) (Zip code)

                       WEBFINANCIAL CORPORATION LONG TERM
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             Warren G. Lichtenstein
                                    President
                            WebFinancial Corporation
                              150 East 52nd Street
                            New York, New York 10022
                                 (212) 813-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
Title of securities to be  |   Amount to be    |  Proposed maximum   |  Proposed maximum   |    Amount of
registered                 |  registered (1)   |   offering price    |  aggregate offering |   registration
                           |                   |     per share (2)   |       price         |       fee
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
                           |                   |                     |                     |
Common Stock, par value    |                   |                     |                     |
$.001 per share            |  800,000 shares   |       $4.21         |   $3,368,000 (2)    |       $890
---------------------------------------------------------------------------------------------------------------
(1)   Represents additional shares that may be granted under the Long Term Stock
      Incentive  Plan,  as amended and restated (the  "Plan"),  of  WebFinancial
      Corporation (the "Company").  Previously, on June 29, 1995, Rose's Stores,
      Inc.  ("Stores"),  a  predecessor  of the  Company,  filed a  registration
      statement on Form S-8  (Registration No.  333-60693)  registering  700,000
      shares of common  stock of Stores  under the  Securities  Act of 1933 (the
      "Act"),  which  represented  shares  that could be  granted  under the New
      Equity  Compensation  Plan (the "Stores Plan") of Stores.  In August 1997,
      Stores was  reorganized  and became a  wholly-owned  subsidiary  of Rose's
      Holdings,  Inc.  ("Holdings"),  at which  time the  Plan  was  adopted  by
      Holdings. On October 28, 1997, Holdings filed a registration  statement on
      Form S-8  (Registration  No.  333-38851)  registering  500,000  shares  of
      Holdings' common stock under the Act, which represented  additional shares
      that  could be  granted  under  the Plan.  At the  annual  meeting  of the
      stockholders  of Holdings on November 4, 1998, the  stockholders  approved
      (a) the  merger of the  Stores  Plan  into the Plan and (b) an  additional
      800,000 shares of common stock issuable under the Plan, thereby increasing
      the  aggregate  number of shares of common  stock  subject  to  options or
      awards under the Plan from 500,000 to 2,000,000  (including 700,000 shares
      issuable under the Stores Plan).  At the annual meeting of stockholders of
      Holdings on June 15, 1999, the stockholders  approved a proposal to change
      the name of the company to WebFinancial Corporation,  and a Certificate of
      Amendment reflecting such change was filed in Delaware.

(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h)  under the Act.  The  maximum  offering  price per
      share is based  upon the  average  of the high and low sale  prices of the
      common stock as reported on the NASDAQ SmallCap Market on April 20, 2000.
EXPLANATORY NOTE

     The contents of the  Registration  Statement  on Form S-8 of Stores,  filed
with the Securities and Exchange  Commission on June 29, 1995  (Commission  File
No. 333-60693),  relating to the registration of 700,000 shares of common stock,
authorized for issuance under the Stores Plan, and the Registration Statement on
Form S-8 of  Holdings,  filed with the  Securities  and Exchange  Commission  on
October 28, 1997 (Commission File No.  333-38851),  relating to the registration
of 500,000  shares of common stock,  authorized for issuance under the Plan, are
incorporated  by reference in their entirety  herein in accordance  with General
Instruction  E to  Form  S-8.  This  Registration  Statement  provides  for  the
registration  of an additional  800,000  shares of common stock  authorized  for
issuance under the Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  EXHIBITS.

           4.3    WebFinancial  Corporation  Long Term Stock  Incentive Plan, as
                  amended and restated  (incorporated by reference to Annex 1 to
                  the Company's  Definitive  Proxy  Statement,  filed October 6,
                  1998)

         * 5.1    Opinion of Proskauer Rose LLP

         *23.1    Consent of Independent Auditors

          23.2    Consent of Proskauer Rose LLP (included in Exhibit 5.1)

         *24      Power of Attorney

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

         *        Filed herewith
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York on April 26, 2000.

                            WEBFINANCIAL CORPORATION

                            By:  /s/ Warren G. Lichtenstein
                            ------------------------------------
                                Warren G. Lichtenstein
                                President, Chairman of the Board
                                and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signatures                                Title                           Date
      ----------                                -----                           ----
/s/ Warren G. Lichtenstein        President, Chairman of the Board,         April 26, 2000
---------------------------          and Chief Executive Officer
Warren G. Lichtenstein            (principal executive officer and
                                     principal accounting officer)

/s/ Jack L. Howard                 Vice President, Chief Financial          April 26, 2000
---------------------------      Officer (principal financial officer),
Jack L. Howard                               and Director

/s/ Earle C. May                               Director                     April 26, 2000
---------------------------
Earle C. May

/s/ Joseph L. Mullen                           Director                     April 26, 2000
---------------------------
Joseph L. Mullen

/s/ James Benenson, Jr.                        Director                     April 26, 2000
---------------------------
James Benenson, Jr.
EXHIBIT 5.1

                       [Letterhead of Proskauer Rose LLP]

April 25, 2000

WebFinancial Corporation
150 East 52nd Street
21st Floor
New York, New York 10022

Dear Sirs:

We are acting as counsel to  WebFinancial  Corporation,  a Delaware  corporation
(the "Company"),  in connection with the Registration Statement on Form S-8 with
exhibits thereto (the  "Registration  Statement") filed by the Company under the
Securities Act of 1933, as amended,  and the rules and  regulations  thereunder,
relating to the  registration  of 800,000 shares (the "Shares") of common stock,
par value $.001 per share,  of the Company to be issued by the Company  pursuant
to the WebFinancial Corporation Long Term Stock Incentive Plan (the "Plan").

As such counsel,  we have  participated in the  preparation of the  Registration
Statement  and have reviewed the corporate  proceedings  in connection  with the
adoption of the Plan. We have also examined and relied upon originals or copies,
certified or otherwise authenticated to our satisfaction,  of all such corporate
records,  documents,  agreements  and  instruments  relating  to the Company and
certificates of public officials and of representatives of the Company, and have
made such investigations of law, and have discussed with  representatives of the
Company and such other persons such  questions of fact, as we have deemed proper
and necessary as a basis for rendering this opinion.

Based upon, and subject to, the foregoing, we are of the opinion that the Shares
are duly  authorized  and, upon  issuance of the Shares in  accordance  with the
terms  of the  Plan,  will be,  assuming  no  change  in the  applicable  law or
pertinent facts, validly issued, fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission promulgated thereunder.

Very truly yours,

     /s/ Proskauer Rose LLP
    Proskauer Rose LLP
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
WebFinancial Corporation:

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 dated April 26, 2000 pertaining to the  WebFinancial  Corporation  Long
Term Stock  Incentive  Plan of our report dated March 24, 2000,  relating to the
consolidated  balance sheets of WebFinancial  Corporation and subsidiaries as of
December  31,  1999  and  1998,  and  the  related  consolidated  statements  of
operations, stockholders' equity, and cash flows for the year ended December 31,
1999,  the  eleven-month  period ended  December  31,  1998,  and the year ended
January 31, 1998, which report appears in the December 31, 1999 annual report on
Form 10-K of WebFinancial Corporation and subsidiaries.

                                   /s/KPMG LLP

Salt Lake City, Utah
April 21, 2000
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below  constitutes and appoints Warren G.  Lichtenstein and Jack L. Howard,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and  resubstitution,  to act, without the other, for him and in his
name,  place,  and  stead,  in any and all  capacities,  to sign a  Registration
Statement on Form S-8 of WebFinancial Corporation (the "Company") and any or all
amendments  (including  post-effective  amendments)  thereto,  relating  to  the
registration,  under the Securities Act of 1933, as amended, of shares of Common
Stock of the  Company to be issued  pursuant  to the  Company's  Long Term Stock
Incentive  Plan and to file the  same,  with all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and  about the  premises,  as full to all  intents  and
purposes as they might or could do in person,  hereby  ratifying and  confirming
all  that  said  attorneys-in-fact  and  agents,  and  each of  them,  or  their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

April 26, 2000

                                 /s/ Warren G. Lichtenstein
                                 -------------------------------
                                 Warren G. Lichtenstein

                                 /s/ Jack L. Howard
                                 -------------------------------
                                 Jack L. Howard

                                 /s/ Earle C. May
                                 -------------------------------
                                 Earle C. May

                                 /s/ Joseph L. Mullen
                                 -------------------------------
                                 Joseph L. Mullen

                                 /s/ James Benenson, Jr.
                                 -------------------------------
                                 James Benenson, Jr.