UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report — August 3, 2004

DNB FINANCIAL CORPORATION

(Exact name of registrant as specified in its chapter)

Pennsylvania	0-1667	23-2222567
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4 Brandywine Avenue, P.O. Box 1004, Downingtown, Pennsylvania	19335-0904
(Address of principal executive offices)	(Zip Code)

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

N/A
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 1. Changes in Control of Registrant.
	Item 2. Acquisition or Disposition of Assets.
	Item 3. Bankruptcy or Receivership.
	Item 4. Changes in Registrant’s Certifying Accountant.
	Item 5. Other Events and Regulation FD Disclosure.
	Item 6. Resignations of Registrant’s Directors.
	Item 7. Financial Statements and Exhibits.
	Item 8. Change in Fiscal Year
	Item 9. Regulation FD Disclosure.
	Item 10. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
	Item 11. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
PRESS RELEASE DATED AUGUST 3, 2004

Item 1. Changes in Control of Registrant.

Not Applicable

Item 2. Acquisition or Disposition of Assets.

Not Applicable

Item 3. Bankruptcy or Receivership.

Not Applicable

Item 4. Changes in Registrant’s Certifying Accountant.

Not Applicable

Item 5. Other Events and Regulation FD Disclosure.

Not Applicable

Item 6. Resignations of Registrant’s Directors.

Not Applicable

Item 7. Financial Statements and Exhibits.

Exhibit No.	Exhibit
99	Press Release dated August 3, 2004 of DNB Financial Corporation (furnished pursuant to Items 9 and 12 hereof).

Item 8. Change in Fiscal Year

Not Applicable

Item 9. Regulation FD Disclosure.

See Item 12.

Item 10. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Not Applicable

Item 11. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Not Applicable

Item 12. Results of Operations and Financial Condition.

On August 3, 2004, DNB Financial Corporation issued a press release concerning its Second Quarter Earnings. This press release, together with the summary financial information attached thereto, is furnished with this report, pursuant to Items 9 and 12, as Exhibit 99.

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 (Registrant)
	/s/ Henry F. Thorne
Date August 3, 2004	------------------------------------
	Henry F. Thorne, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99	Press Release dated August 3, 2004 of DNB Financial Corporation, together with the summary financial information attached thereto (furnished pursuant to Items 9 and 12 hereof).