Mail Stop 4561





September 8, 2005


By U.S. Mail and facsimile to (484) 359-3176.

Bruce E. Moroney
Chief Financial Officer
DNB Financial Corporation
4 Brandywine Avenue
Downingtown, PA 19335

Re:	DNB Financial Corporation
Form 10-K
	Filed March 10, 2005
	File No. 000-16667

Dear Mr. Moroney:

      We have reviewed your filing and have the following comment.
We have limited our review to only the issue raised in our
comment.
Where indicated, we think you should revise your document in
response
to this comment in future filings.  If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In our comment, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.




Audited Financial Statements

Notes to the Consolidated Financial Statements

(11) Federal Income Taxes, page 49

1. Please tell us why you recorded a valuation allowance related
to
the other than temporary impairment charge for your agency
preferred
securities.   Include a detailed description of the available
information used in considering the positive and negative factors
described in paragraphs 21-26 of SFAS 109.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
cover
letter that keys your response to our comment, indicates your
intent
to include the requested revisions in future filings and provides
any
requested supplemental information.  Please understand that we may
have additional comments after reviewing your responses to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


      You may contact Rebekah Moore, Staff Accountant, at (202)
551-
3463 or me at (202) 551-3490 if you have questions.

Sincerely,



Donald Walker
Senior Assistant Chief Accountant
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Bruce E. Moroney
DNB Financial Corporation
September 7, 2005
Page 3