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): August  17, 2015

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	1-34242	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 8.01 Other Events

On August 17, 2015, William S. Latoff, Chairman and Chief Executive Officer of DNB Financial Corporation issued a letter to all employees informing them of a recently diagnosed medical condition. A copy of the letter is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

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

99.1 Letter of William S. Latoff, Chairman and Chief Executive Officer 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
August 17, 2015	By:	/s/ Gerald F. Sopp
		Name: Gerald F. Sopp
		Title: Chief Financial Officer and Executive Vice President

Exhibit Index

Exhibit No.	Description
99.1	Letter of  William S. Latoff, Chairman and Chief Executive Officer of DNB Financial Corporation.

EX-99.1

DNB Financial Corporation

4 Brandywine Avenue

Downingtown, PA  19335

Executive Offices Tel 484.359.3151 Fax 484.359.3176 www.dnbfirst.com

August 17, 2015

Dear Colleagues:

I want to share with you the news that I was recently diagnosed with non-Hodgkin's lymphoma, a form of cancer that is highly treatable and curable.

My physicians have told me that during the course of my treatments, which I've recently begun, I can expect to maintain a regular presence in the office and continue to actively lead the management of our bank. When treatment does require my absence, I have complete confidence in the ability of our strong and experienced executive leadership team to direct our day-to-day operations. I also have confidence in each of you to carry on, doing your very best on behalf of our customers and shareholders.

Our Board of Directors is fully supportive of our team's approach during the period of my treatment and, as appropriate, I will keep you informed of my progress.

Thank you all very much for your kind thoughts and prayers, which are of more comfort to me than you realize.

Sincerely,

William S. Latoff

Chairman  & CEO