CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly  Report on Form 10-Q for the quarter ended
June  30,  2002 of DNB  Financial  Corp.  (the  "Company")  as  filed  with  the
Securities and Exchange Commission on the date hereof (the "Report"),  we, Henry
F. Thorne,  President and Chief Executive Officer,  and Bruce E. Moroney,  Chief
Financial  Officer,  hereby  certify,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to our
knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


/s/Henry F. Thorne                                      /s/Bruce E. Moroney
-----------------------------------                     ------------------------
Henry F. Thorne                                         Bruce E. Moroney
President and Chief Executive Officer                   Chief Financial Officer


August 14, 2002