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):    April 11, 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 1.01. Entry into a Material Definitive Agreement.


On April 11, 2005, the registrant's wholly owned subsidiary, DNB First, National
Association  (the  "Bank")  entered  into a Marketing  Services  Agreement  (the
"Agreement") with TSG, INC., a Pennsylvania  business  corporation (the "Service
Provider") for which Eli Silberman,  a Director of Registrant,  is the President
and owner.  The Agreement is for a nine (9) month term ending December 31, 2005.
The Agreement  obligates the Bank to pay the Service  Provider  compensation  of
$40,000.00 for the following services:  (a) Provide a comprehensive  analysis of
DNB's product and service offerings, competitive position and customer profiles,
including  interviews  with  selected  samples  of  customers  of DNB and  other
financial  institutions;  (b)  Consult  with  and  assist  DNB's  management  in
establishing  strategies  for  branding  based  on the  foregoing  analysis  and
research; (c) Assist DNB with marketing, public relations and customer relations
strategies to implement the new branding strategies.  In addition, the bank will
pay a fee of  $85.00  per hour to the  Service  Provider  for  ongoing  creative
supervision  and  copywriting  support.  The agreement  requires the services to
produce the deliverables, and be consistent with, documented discussions between
DNB  and the  Service  Provider,  and the  services  are to be  subject  to such
performance measures for each stage of performance as the parties shall identify
prior to commencement of each stage of services.  The agreement is terminable by
either party upon material default of the other party.









                                   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

April 11, 2005                            By: /s/ Bruce E. Moroney

                                          Name: Bruce E. Moroney
                                          Title: Executive Vice President and
                                          Chief Financial Officer