X0202 4 2005-05-25 0 0000713671 DNB FINANCIAL CORP /PA/ DNBF.ob 0001208599 DANKANICH RONALD K 0 1 0 0 EVP-Operations common stock (restricted shares)-DNBF 2005-05-25 4 A 0 900 0 A 10756 D Award of restricted shares of Registrant's common stock under the DNB Financial Corporation Incentive Equity and Deferred Compensation Plan. Three (3) year "cliff" vesting: These shares shall vest on the earlier of a change in control of the Registrant (as defined in the award agreement) or the expiration of 3 years, but vesting is conditioned upon continued employment with the Registrant and/or Registrant's wholly owned subsidiary DNB First, National Association. Includes 9856 shares of common stock directly owned by the reporting person. /s/Bruce Moroney, CFO for Ronald Dankanich 2005-05-26