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 28, 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))


 
 
 





Item 2.02. Results of Operations and Financial Condition.

On April 28, 2006, DNB Financial Corp issued a press release discussing the Company's first quarter 2006 earnings. The press release, attached as Exhibit 99.1 hereto and incorporated herein by reference, is being furnished to the SEC and shall not be deemed to be "filed" for any purpose.


Item 7.01. Regulation FD Disclosure.

The press release referred to in Item 2.02 and attached as Exhibit 99.1 also stated that the registrant's wholly owned bank subsidiary, DNB First, National Association, has entered into an agreement to locate a new full service branch near Routes 1 and 202 in Chadds Ford, in Chester County, Pennsylvania, that as the registrant's management continues to execute its strategic plan, its management looks forward to continued independence and strong growth, expressing the hope to double the size of the Bank to $1 billion, subject to various factors described in the press release.


Item 9.01. Financial Statements and Exhibits.

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

99.1 Press Release, dated April 28, 2006 of DNB Financial Corp.


 
 
 

 


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 28, 2006
 By:  
/s/ Bruce E. Moroney
       
Name: Bruce E. Moroney
       
Title: Chief Financial Officer and Executive Vice President



 
 
 

 


Exhibit Index



Description
 
99.1
Earnings Press Release