8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 18, 2005

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	0-16667	23-2222567
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

4 Brandywine Avenue, Downingtown, Pennsylvania	19335
_________________________________ (Address of principal executive offices)	___________ (Zip Code)

Registrant’s telephone number, including area code: (610) 269-1040

Not Applicable

______________________________________________

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:

[  ]  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 8.01. Other Events.

On October 18, 2005, DNB Financial Corporation announced that C. Tomlinson Kline, III, Senior Vice President, has been named chief credit officer. In his new role Mr. Kline will be responsible for commercial and retail credit policies, credit administration and risk management. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Exhibits. The following exhibits are furnished herewith:

99.1 Press Release, dated October 18, 2005, of DNB Financial Corp.

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.

	DNB Financial Corporation
October 18, 2005	By:	/s/ Bruce E. Moroney
		Name: Bruce E. Moroney
		Title: Chief Financial Officer

EX-99.1

NEWS RELEASE
For further information, please contact:
Elizabeth Cook
Assistant Vice President/Marketing
484-359-3201
ecook@dnbfirst.com	FOR IMMEDIATE RELEASE

DOWNINGTOWN, Pennsylvania - October 18, 2005 - DNB Financial Corporation, parent company of DNB First, National Association, announced new responsibilities for two senior managers.

C. Tomlinson Kline, III, Senior Vice President, has been named chief credit officer. In his new role Mr. Kline will be responsible for commercial and retail credit policies, credit administration and risk management. He has over 30 years of banking experience specializing in commercial lending. “I am thrilled to have someone with Tom’s insight and experience manage this critical function”, said Tom Miller, First Executive Vice President and Chief Lending Officer.

Raymond M. Mincarelli, Senior Vice President, will also be assuming new responsibilities as head of the Bank’s commercial real estate lending unit. Mr. Mincarelli has over 33 years experience in real estate lending. “Ray’s extensive lending experience and leadership qualities make him an ideal choice to lead our real estate lending group. We are fortunate to have these two very experienced executives on our team”, said Mr. Miller.

DNB First, National Association, a wholly owned subsidiary of DNB Financial Corporation, a $454 million community bank headquartered in Chester County, Pennsylvania, is the oldest independent bank in the county with nine full service offices and two limited service offices. In addition to a broad array of consumer banking products, DNB First offers commercial and construction lending, commercial leasing, cash management, brokerage and insurance through DNB Financial Services, and trust services through DNB Advisors. For more information, go to www.dnbfirst.com.

4 Brandywine Avenue • Downingtown, PA 19335-0904 • (610) 269-1040