8-K

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): February 22, 2006

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))

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Item 1.01. Entry into a Material Definitive Agreement.

On February 22, 2006, DNB Financial Corporation and DNB First, National Association entered into a Director Change of Control Agreement with Thomas A. Fillippo, Director. The agreement is on the same terms as change in control agreements as amended November 10, 2003, heretofore entered into between the registrant and certain of its other outside directors, as set forth as Exhibit 10(d) to the registrant’s Report on Form 8-K as filed with the Commission on November 14, 2003 (File No. 0-16667), incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Effective February 22, 2006, Thomas A. Fillippo was elected as a director of the registrant and its subsidiary, DNB First, National Association. Since 1972, he has served as President of Devault Foods, Inc. He will serve in the class of directors whose term expires in 2006 and has been nominated to run for election in the registrant’s April, 2006 Annual Meeting for a 3 year term to expire in 2009.

Item 8.01. Other Events.

On February 22, 2006, DNB Financial Corporation announced that its Board of Directors declared a $0.13 cash dividend per share on its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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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
February 22, 2006		By:	/s/ Bruce E. Moroney
			Name: Bruce E. Moroney
			Title: Chief Financial Officer and Executive Vice President

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Exhibit Index

Exhibit No.	Description
99.1	Dividend Press Release

EX-99.1

DNB Financial Corporation

For further information, please contact:

Bruce Moroney

CFO/ Executive Vice President

484-359-3153     FOR IMMEDIATE RELEASE 

bmoroney@dnbfirst.com

DNB Financial Corporation

Declares a $0.13 Cash Dividend

(February 22, 2006 -- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of DNB First, National Association, have declared a cash dividend of $0.13 per share for the first quarter of 2006 to shareholders of record on March 10, 2006. The cash dividend will be paid on March 20, 2006

DNB First, National Association, a wholly owned subsidiary of DNB Financial Corporation,, a $473 million community bank headquartered in Chester County, Pennsylvania, is the oldest independent bank in the county with ten full service offices and two limited service offices. In addition to a broad array of consumer banking products, DNB offers commercial and construction lending, commercial leasing, cash management, brokerage and insurance through DNB Financial Services, and trust services through DNB Advisors. For more information, go to www.dnbfirst.com.

This press release contains statements that are not of historical facts and may pertain to future operating results or events or management’s expectations regarding those results or events. These are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. When used in this press release, the words “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, or words of similar meaning, or future or conditional verbs, such as “will”, “would”, “should”, “could”, or “may” are generally intended to identify forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are either beyond our control or not reasonably capable of predicting at this time. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements. Readers of this press release are accordingly cautioned not to place undue reliance on forward-looking statements. DNB disclaims any intent or obligation to update publicly any of the forward-looking statements herein, whether in response to new information, future events or otherwise.

4 Brandywine Avenue • Downingtown, PA 19335-0904 • (610) 269-1040