DNB Financial Corporation

For further information, please contact:
William J. Hieb
President/COO
484-359-3012                                            IMMEDIATE PRESS RELEASE
whieb@dnbfirst.com
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                     DNB FIRST'S PROPERTY SALE AND LEASEBACK
                        AIDS DOWNINGTOWN'S REVITALIZATION


(June 1, 2005 -- Downingtown,  PA) DNB Financial Corporation,  parent company of
DNB  First,  National  Association  (the  "Bank"),  announced  today  that it is
entering  into a  sale-leaseback  transaction  for its  operations  building and
adjoining real estate at 104-106  Brandywine  Avenue.  The Bank has entered into
these agreements with Papermill  Brandywine Company LLC, an affiliate of Carroll
Contractors, Inc. and Carrollton Development Group, Inc., who are developing the
old paper mill adjoining the Bank property.

Plans call for a mixed-use retail and residential  development,  but in order to
proceed, additional parking space is required. "We feel the project will be very
good for the continued  revitalization of Downingtown",  said William S. Latoff,
Chairman and CEO of DNB First. The transaction entails 3 agreements, the sale of
the operations building and adjoining property, the lease of these properties by
the Bank, and a cross-parking  easement agreement among the operations building,
main branch building and the adjoining  mixed-use property to be developed.  The
agreement contemplates financing by the Bank.

The Bank will retain  ownership  of its Main Branch and  Executive  Headquarters
located at 4 Brandywine  Avenue. "We have been in Downingtown since 1860 and are
committed  to the long term growth of the town,  which is closely  linked to our
own growth in the county", said William J. Hieb, President and COO of DNB First.

DNB Financial  Corporation is a bank holding company whose bank subsidiary,  DNB
First, National  Association,  is a $430 million community bank headquartered in
Chester County,  Pennsylvania.  The Bank is the oldest  independent  bank in the
county,  founded in 1860, with nine full service offices and two limited service
facilities.  In  addition to a broad array of  consumer  banking  products,  DNB
offers commercial and construction lending, commercial leasing, cash management,
brokerage  and  insurance  through DNB Financial  Services,  and trust  services
through DNB Advisors.  Customers  may also visit DNB at its Internet  website at
dnbfirst.com.