DSCB:15-1915 (Rev 90)-4
Microfilm Number 200147-337    Filed with the Department of State on Jun 15 2001

Entity Number 703762                                  /s/
                                   ---------------------------------------------
                                            Secretary of the Commonwealth

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915 (Rev 90)

     In compliance  with the  requirements  of 15 Pa.C.S.  ss. 1915 (relating to
articles of amendment), the undersigned business corporation,  desiring to amend
its Articles, hereby states that:

1. The name of the corporation is:  DNB Financial Corporation

2. The (a)  address  of this  corporation's  current  registered  office in this
Commonwealth  or (b) name of its commercial  registered  office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

    (a) 4 Brandywine Avenue          Downingtown       PA       19335    Chester
         Number and Street           City              State    Zip      County

    (b) c/o: N/A
         Name of Commercial Registered Office Provider County

For a corporation  represented by a commercial  registered office provider,  the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3.  The  statute  by or  under  which  it  was  incorporated  is:  The  Business
Corporation Law of 1933, as amended.

4. The date of its incorporation is: November 3, 1982

5. (Check, and if appropriate complete, one of the following):

     __X_ The  amendment  shall be  effective  upon  filing  these  Articles  of
          Amendment in the Department of State.

     ____ The amendment shall be effective on:                   at
                                                        Date              Hour

6. (Check one of the following):

     __X_ The amendment was adopted by the shareholders (or members) pursuant to
          15 Pa.C.S.ss.1914(a) and (b).

     ____ The  amendment  was adopted by the board of  directors  pursuant to 15
          Pa.C.S.ss.1914(c).

7. (Check, and if appropriate complete, one of the following):

     __X_ The  amendment  adopted by the  corporation,  set forth in full, is as
          follows:  Article 6 of the corporation's Amended and Restated Articles
          of Incorporation is amended to read in full as follows:

          "6. No  merger, consolidation,  liquidation  or  dissolution  of  this
          corporation  nor any  action  that  would  result in the sale or other
          disposition  of  all  or  substantially  all of  the  assets  of  this
          corporation  shall be valid unless first  approved by the  affirmative
          vote of the  holders  of at least  seventy-five  percent  (75%) of the
          outstanding shares of Common Stock of this corporation.  The foregoing
          sentence shall not, however, apply to any particular transaction,  and
          such  transaction  shall  require  only  such  affirmative  vote as is
          required by any other  provision of these Articles or any provision of
          law, if the transaction  shall have been approved by a two-thirds vote
          of the Board of  Directors.  This Article 6 may not be amended  unless
          first  approved  by the  affirmative  vote of the  holders of at least
          seventy-five  percent (75%) of the outstanding  shares of Common Stock
          of this corporation."

     ____ The  amendment  adopted  by the  corporation  is set  forth in full in
          Exhibit A attached hereto and made a part hereof.






8. (Check if the amendment restates the Articles):

     ____ The restated Articles of Incorporation supersede the original Articles
          and all amendments thereto.

IN TESTIMONY WHEREOF,  the undersigned  corporation has caused these Articles of
Amendment to be signed by a duly authorized officer thereof this 9th day of May,
2001.


                                      DNB FINANCIAL CORPORATION
                                      ------------------------------------------
                                                           (Name of Corporation)
                                                /s/ Henry F. Thorne
                                      BY:_______________________________________
                                                President and CEO    (Signature)
                                      TITLE:____________________________________