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):  September 23, 2009

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 (see General Instruction A.2. below):

[  ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 23, 2009, Gerard F. Griesser was elected as director of the registrant and its subsidiary, DNB First, National Association. Since 1985 he has served as a Principal of Prudential Fox & Roach Realtors, The Trident Group and ETC Inc. He will serve in the class of directors whose term expires in 2011.

Item 8.01. Other Events.

On September 23, 2009, DNB Financial Corporation and its wholly owned subsidiary, DNB First, National Association, announced the election of Gerard F. Griesser as a director of the registrant and DNB First, National Association.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished herewith:

99.1 Press Release, dated September 25, 2009 of DNB Financial Corporation.

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
September 25, 2009		By: /s/ Gerald F. Sopp
		Name: Gerald F. Sopp
		Title: EVP, CFO & SECRETARY

Exhibit No.

99.1 Press release dated September 25, 2009 of DNB Financial Corporation.

EX-99.1

DNB Financial Corporation

  

For further information, please contact:
Catherine Hall
Marketing Director
484-359-3221
chall@dnbfirst.com	FOR IMMEDIATE RELEASE

Downingtown, PA - September 25, 2009 – DNB Financial Corporation (NASDAQ: DNBF), parent company of DNB First, National Association, is proud to announce that Gerard F. Griesser has joined its Board of Directors.

Mr. Griesser is one of three owners of Prudential Fox & Roach Realtors, The Trident Group and ETC Inc.  Prudential Fox & Roach Realtors is the country’s seventh largest home services company with 63 sales offices, 4,000 sales associates, and 800 employees in Delaware, Pennsylvania, and New Jersey.  The Trident Group which includes Trident Insurance Agency, Trident Land Transfer Company and Trident Mortgage Company, has become one of the country’s premier one-stop shopping sources connected to a residential real estate company.

Mr. Griesser currently serves as the President of Fox Roach Charities, the charitable arm of Prudential Fox & Roach/Trident and formerly served as the Chairman of the Washington, DC-based, Real Estate Settlement Providers Council (RESPRO) and on the Board of Directors for Willow Financial Bank. Additionally, he has more than 14 years of experience in commercial banking.

“DNB will benefit greatly from Gerry’s extensive experience and leadership abilities. As a businessman, he understands the opportunities and challenges business owners face. He also shares our commitment to giving back and supporting the communities we’re proud to serve,” said William S. Latoff, Chairman and Chief Executive Officer of DNB Financial Corporation. “We are pleased to have him join our Board.”

DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania.  DNB First was founded in 1860 and is the oldest independent bank in Chester County, with thirteen offices in Chester and Delaware Counties. In addition to a broad array of consumer and business banking products, DNB offers brokerage and insurance through DNB Financial Services, and trust services through DNB Advisors. DNB Financial Corporation’s shares are traded on NASDAQ under the symbol:  DNBF. We invite our customers and shareholders to visit our website at http://www.dnbfirst.com.