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 - June 21, 2004

                            DNB FINANCIAL CORPORATION
             (Exact name of registrant as specified in its chapter)

       Pennsylvania                     0-16667                   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)


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 June 21, 2004 of DNB
                                    Financial Corporation (furnished pursuant to
                                    Item 9 hereof).

Item 8. Change in Fiscal Year

        Not Applicable

Item 9. Regulation FD Disclosure.

     On June  21,  2004,  DNB  Financial  Corporation  issued  a  press  release
     announcing  promotions in  association  with the name change of its primary
     subsidiary,  DNB First,  formerly  Downingtown  National  Bank.  This press
     release is furnished herein, as part of this Item 9, as Exhibit 99.



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

         Not Applicable












                                   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)


                                                     DNB FINANCIAL CORPORATION
                                                     ---------------------------
                                                        (Registrant)


                                                     /s/ Henry F. Thorne
                                                     ---------------------------
                                                     Henry F. Thorne, President
                                                     and Chief Executive Officer
Date    June 21, 2004
        -----------------


EXHIBIT INDEX

Exhibit No.            Description
-----------            ------------
Exhibit 99             Press Release dated June 21, 2004 of DNB Financial
                       Corporation (furnished pursuant to Item 9 hereof).