As filed with the Securities and Exchange Commission on May 18, 1999.

                         Registration No. 33-93272.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       __________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
             _______________________________________________________

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

                    Pennsylvania                      23-2222567
          (State or other jurisdiction of           (I.R.S. Employer
            incorporation or organization)         Identification No.)

              4 BRANDYWINE AVENUE, DOWNINGTOWN, PENNSYLVANIA 19335
     _______________________________________________________________

       (Address of principal executive offices)            (Zip Code)

               1995 STOCK OPTION PLAN OF DNB FINANCIAL  CORPORATION  
           (as amended and restated, effective as of April 27, 1999)
                            (Full Title of the Plan)

             Henry F. Thorne, President and Chief Executive Officer

                            DNB FINANCIAL CORPORATION
              4      Brandywine  Avenue,  Downingtown,  Pennsylvania 19335 
                    (Name and address of agent for service)

                                 (610) 269-1040
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           David F. Scranton, Esquire
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                            30 Valley Stream Parkway
                        Malvern, Pennsylvania 19355-1481
<TABLE>
<CAPTION>

                         Calculation of Registration Fee
<S>                           <C>                      <C>                    <C>                            <C>
==================== ======================= ========================= =========================== =====================

     Title of             Amount to be           Proposed maximum      Proposed maximum aggregate       Amount of
    securities           registered(1)          offering price per         offering price (3)        registration fee
 to be registered                                    share(2)
==================== ======================= ========================= =========================== =====================

Common Stock (par             100,000                  $28.875             $2,887,500                      $802.72
value $1 per share)  shares

==================== ======================= ========================= =========================== =====================
</TABLE>

     (1)  Represents  the  number of shares  to be issued  under the 1995  Stock
Option Plan of DNB  Financial  Corporation  (the "Plan")  assuming  issuance and
exercise.
     (2)The price per share of $28.875 is estimated,  in accordance with Rule
457(h)(1)  under the Securities  Act,  solely for the purpose of determining the
registration  fee and was the  average of the bid and asked  prices per share of
the Common Stock on May 14, 1999.
     (3)Estimated,  in accordance  with Rule 457(h)(1) under the Securities Act,
solely for the purpose of determining the registration fee.



<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents and information filed by DNB Financial  Corporation
(the "Company" or "Registrant") with the Securities and Exchange Commission (the
"Commission")  are,  as  of  their  respective  dates,  incorporated  into  this
Registration Statement by reference:

     (a) the  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1998;
     (b) the Company's Quarterly Report on Form 10Q for the fiscal quarter ended
March 31, 1999;
     (c)  the  description  of the  Company's  securities  as  contained  in the
Company's  registration  on Form 8-A as filed  with the  Commission  on April 4,
1988,  and as  contained  Articles  of  Incorporation  filed on March 31,  1989,
attached as Exhibit 3.1 to Form 10-K for the fiscal year ended December 31, 1988
(No. 0-16667),  Amended Articles of Incorporation  filed on May 2, 1990, at Item
7C to Form 8-K,  date of  report,  April 26,  1990 (No.  0-16667),  and  Amended
Articles of Incorporation of the Registrant  effective May 18, 1998, attached as
Exhibit 3.5 to Form 10-K for the fiscal year ended December 31, 1998 (No.
0-16667), each hereby incorporated by reference.

     The class of  securities  to be offered  pursuant to this S-8  registration
statement  is Common  Stock of the par value of $1.00  per  share,  of which the
Company has authority to issue ten million  (10,000,000)  shares. The holders of
such shares of voting  stock of the Company do not have the right to  cumulative
voting.  In each election of Directors every shareholder is entitled to one vote
for each  Director  to be elected,  for each share of stock  having the right to
vote in such election  registered  in his or her or its name.  In addition,  the
shares when issued will be fully paid and non-assessable.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a  post-effective  amendment which indicates that all shares of Common
Stock offered have been sold or which  deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

     Sections 1741 and 1747 of the  Pennsylvania  Business  Corporation  Act, as
amended (the "Act"),  provides for  indemnification  of, and  insurance  for any
person who is or was a representative  of the Company and specifically  empowers
the Company to  indemnify,  subject to the  standards  therein  prescribed,  any
person who is or was a  representative  of the  Company in  connection  with any
action,  suit or proceeding  brought or threatened by reason of the fact that he
is or was a representative  of the Company.  Articles 23 and 24 of the Company's
Bylaws  require the Company to indemnify  each of the  Company's  directors  and
officers in such  capacity in which any such  director or officer acts for or on
behalf of the Company including as an employee or agent.

<PAGE>


     The Bylaws  provide that the Company will indemnify any officer or director
who was or is a party  to,  or is  threatened  to be made a party  to, or who is
called to be a witness in connection with, any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such person is or was an officer or director of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or  agent  of  a  corporation,   partnership,  joint  venture,  trust  or  other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed to be in, or not opposed to, the best  interests of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

     In addition,  the Company will indemnify any officer or director who was or
is a party  to,  or is  threatened  to be made a party to, or who is called as a
witness in connection with, any threatened,  pending or completed action or suit
by or in the right of the  Company to procure a judgment  in its favor by reason
of the fact that such person is or was a director,  officer,  and/or employee or
agent of a corporation,  partnership,  joint venture,  trust or other enterprise
against  amounts paid in settlement  and expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of, or serving as a witness  in,  such action or suit if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the Company. No indemnification will be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable for misconduct in the performance of his duty to the Company.

     The  Bylaws  permit  the  payment  of  expenses  incurred  by an officer or
director in defending a civil or criminal action,  suit or proceeding in advance
of the final disposition of such action, suit or proceeding.

     As provided in the Bylaws,  the Company may purchase and maintain insurance
on behalf of any person who is or was an officer or director of the Company,  or
is or was  serving at the  request of the Company as an officer or director of a
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such.

     The Company  will not  indemnify  any officer or director in any case where
the  act or  failure  to  act  giving  rise  to the  claim  for  indemnification
constituted  willful misconduct or recklessness.  The Bylaws also provide that a
director of the Company will not be  personally  liable for monetary  damages as
such for any action taken or for any failure to take any action, unless:

     (a) the  director  has  breached  or failed to  perform  the  duties of his
office, and

     (b) the  breach or failure to  perform  constitutes  self-dealing,  willful
misconduct or recklessness.

     The Bylaws exclude:

     (a) the  responsibility  or liability of a director  pursuant to a criminal
statute, or

     (b) the liability of a director for the payment of taxes pursuant to local,
state or federal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     See the Exhibit Index attached to this Registration Statement.

Item 9.  Undertakings.

<PAGE>


     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i) To the extent  required by Item 512 of  Regulation  S-K, to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To the extent  required by Item 512 of  Regulation  S-K, to reflect in
the  prospectus  any facts or events  arising after the  effective  date of this
Registration  Statement  (or the most recent  post-effective  amendment  hereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in this Registration Statement; and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at that time shall be deemed to be an initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy or expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                  EXHIBIT INDEX

Exhibit  Page

(3)      (a)      Articles of Incorporation:

     Articles of Incorporation  filed on March 31, 1989, attached as Exhibit 3.1
to Form 10-K for the fiscal year ended December 31, 1988 (No. 0-16667),  Amended
Articles of Incorporation  filed on May 2, 1990, at Item 7C to Form 8-K, date of
report,  April 26, 1990 (No. 0-16667),  and Amended Articles of Incorporation of
the Registrant  effective May 18, 1998, attached as Exhibit 3.5 to Form 10-K for
the fiscal year ended December 31, 1998 (No. 0-16667),  each hereby incorporated
by reference.

         (b)       Bylaws.

     Amended  By-laws of the Registrant  filed on January 8, 1990, at Item 7C to
Form 8-K, date of report,  January 3, 1990 (No. 0-16667), and Amended by-laws of
the  Registrant  filed on July 20, 1990,  at Item 7C to Form 8-K, date of report
July 18, 1990 (No. 0-16667) each hereby incorporated by reference.

(4)       1995 Stock  Option Plan of DNB  Financial  Corporation (as amended and
restated, effective April 27, 1999)

(5)      Opinion of Stradley, Ronon, Stevens & Young, LLP

(15)     Not applicable.

(23)     Consents.

     (a) Consent of Stradley,Ronon,Stevens & Young, LLP (included in Exhibit 5).

     (b) Consent of KPMG LLP Certified Public Accountants.

(24)     Not applicable.

(28)     Not applicable.

(99)      None.




<PAGE>
                                   SIGNATURES


     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Downingtown, Commonwealth of Pennsylvania, on May 14, 1999.


                                                     DNB FINANCIAL CORPORATION
                                                           (Registrant)


                                                By:        /S/ Henry F. Thorne

                                                    Henry F. Thorne, President
                                                    and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                                                               Date

/S/ Henry F. Thorne                                                May 14, 1999
-----------------------------------------------------

Henry F. Thorne, President,
Chief Executive Officer and Director

/S/ Bruce E. Moroney                                               May 14, 1999
-----------------------------------------------------

Bruce E. Moroney, Chief Financial Officer
(Principal Accounting Officer)

/S/ Robert J. Charles                                              May 14, 1999
-----------------------------------------------------

Robert J. Charles
Chairman of the Board

/S/ Vernon J. Jameson                                              May 14, 1999
-----------------------------------------------------

Vernon J. Jameson
Vice-Chairman of the Board

/S/ James H. Thornton                                              May 14, 1999
-----------------------------------------------------

James H. Thornton, Director

/S/ William S. Latoff                                              May 14, 1999
-----------------------------------------------------

William S. Latoff, Director

<PAGE>


/S/ Joseph G. Riper                                                May 14, 1999
-----------------------------------------------------

Joseph G. Riper, Director

/S/ Louis N. Teti                                                  May 14, 1999
-----------------------------------------------------

Louis N. Teti, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18413}]
{"company-data": {"conformed-name": "DNB FINANCIAL CORP /PA/", "cik": "0000713671", "assigned-sic": "6022", "irs-number": "232222567", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78913", "film-number": "99631197"}, "business-address": {"street1": "4 BRANDYWINE AVE", "city": "DOWNINGTOWN", "state": "PA", "zip": "19335", "phone": "6102691040"}, "mail-address": {"street1": "4 BRANDYWINE AVENUE", "city": "DOWNINGTOWN", "state": "PA", "zip": "19335"}}
As filed with the Securities and Exchange Commission on May 18, 1999.

                         Registration No. 33-93272.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       __________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
             _______________________________________________________

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

                    Pennsylvania                      23-2222567
          (State or other jurisdiction of           (I.R.S. Employer
            incorporation or organization)         Identification No.)

              4 BRANDYWINE AVENUE, DOWNINGTOWN, PENNSYLVANIA 19335
     _______________________________________________________________

       (Address of principal executive offices)            (Zip Code)

               1995 STOCK OPTION PLAN OF DNB FINANCIAL  CORPORATION  
           (as amended and restated, effective as of April 27, 1999)
                            (Full Title of the Plan)

             Henry F. Thorne, President and Chief Executive Officer

                            DNB FINANCIAL CORPORATION
              4      Brandywine  Avenue,  Downingtown,  Pennsylvania 19335 
                    (Name and address of agent for service)

                                 (610) 269-1040
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           David F. Scranton, Esquire
                      STRADLEY, RONON, STEVENS & YOUNG, LLP
                            30 Valley Stream Parkway
                        Malvern, Pennsylvania 19355-1481
Calculation of Registration Fee
==================== ======================= ========================= =========================== =====================

     Title of             Amount to be           Proposed maximum      Proposed maximum aggregate       Amount of
    securities           registered(1)          offering price per         offering price (3)        registration fee
 to be registered                                    share(2)
==================== ======================= ========================= =========================== =====================

Common Stock (par             100,000                  $28.875             $2,887,500                      $802.72
value $1 per share)  shares

==================== ======================= ========================= =========================== =====================
(1)  Represents  the  number of shares  to be issued  under the 1995  Stock
Option Plan of DNB  Financial  Corporation  (the "Plan")  assuming  issuance and
exercise.
     (2)The price per share of $28.875 is estimated,  in accordance with Rule
457(h)(1)  under the Securities  Act,  solely for the purpose of determining the
registration  fee and was the  average of the bid and asked  prices per share of
the Common Stock on May 14, 1999.
     (3)Estimated,  in accordance  with Rule 457(h)(1) under the Securities Act,
solely for the purpose of determining the registration fee.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents and information filed by DNB Financial  Corporation
(the "Company" or "Registrant") with the Securities and Exchange Commission (the
"Commission")  are,  as  of  their  respective  dates,  incorporated  into  this
Registration Statement by reference:

     (a) the  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1998;
     (b) the Company's Quarterly Report on Form 10Q for the fiscal quarter ended
March 31, 1999;
     (c)  the  description  of the  Company's  securities  as  contained  in the
Company's  registration  on Form 8-A as filed  with the  Commission  on April 4,
1988,  and as  contained  Articles  of  Incorporation  filed on March 31,  1989,
attached as Exhibit 3.1 to Form 10-K for the fiscal year ended December 31, 1988
(No. 0-16667),  Amended Articles of Incorporation  filed on May 2, 1990, at Item
7C to Form 8-K,  date of  report,  April 26,  1990 (No.  0-16667),  and  Amended
Articles of Incorporation of the Registrant  effective May 18, 1998, attached as
Exhibit 3.5 to Form 10-K for the fiscal year ended December 31, 1998 (No.
0-16667), each hereby incorporated by reference.

     The class of  securities  to be offered  pursuant to this S-8  registration
statement  is Common  Stock of the par value of $1.00  per  share,  of which the
Company has authority to issue ten million  (10,000,000)  shares. The holders of
such shares of voting  stock of the Company do not have the right to  cumulative
voting.  In each election of Directors every shareholder is entitled to one vote
for each  Director  to be elected,  for each share of stock  having the right to
vote in such election  registered  in his or her or its name.  In addition,  the
shares when issued will be fully paid and non-assessable.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a  post-effective  amendment which indicates that all shares of Common
Stock offered have been sold or which  deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference into this  Registration
Statement and to be a part thereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

     Sections 1741 and 1747 of the  Pennsylvania  Business  Corporation  Act, as
amended (the "Act"),  provides for  indemnification  of, and  insurance  for any
person who is or was a representative  of the Company and specifically  empowers
the Company to  indemnify,  subject to the  standards  therein  prescribed,  any
person who is or was a  representative  of the  Company in  connection  with any
action,  suit or proceeding  brought or threatened by reason of the fact that he
is or was a representative  of the Company.  Articles 23 and 24 of the Company's
Bylaws  require the Company to indemnify  each of the  Company's  directors  and
officers in such  capacity in which any such  director or officer acts for or on
behalf of the Company including as an employee or agent.
The Bylaws  provide that the Company will indemnify any officer or director
who was or is a party  to,  or is  threatened  to be made a party  to, or who is
called to be a witness in connection with, any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such person is or was an officer or director of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or  agent  of  a  corporation,   partnership,  joint  venture,  trust  or  other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed to be in, or not opposed to, the best  interests of the
Company,  and,  with  respect  to any  criminal  action  or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

     In addition,  the Company will indemnify any officer or director who was or
is a party  to,  or is  threatened  to be made a party to, or who is called as a
witness in connection with, any threatened,  pending or completed action or suit
by or in the right of the  Company to procure a judgment  in its favor by reason
of the fact that such person is or was a director,  officer,  and/or employee or
agent of a corporation,  partnership,  joint venture,  trust or other enterprise
against  amounts paid in settlement  and expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of, or serving as a witness  in,  such action or suit if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the Company. No indemnification will be made in respect of
any claim,  issue or matter as to which such person shall have been  adjudged to
be liable for misconduct in the performance of his duty to the Company.

     The  Bylaws  permit  the  payment  of  expenses  incurred  by an officer or
director in defending a civil or criminal action,  suit or proceeding in advance
of the final disposition of such action, suit or proceeding.

     As provided in the Bylaws,  the Company may purchase and maintain insurance
on behalf of any person who is or was an officer or director of the Company,  or
is or was  serving at the  request of the Company as an officer or director of a
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such.

     The Company  will not  indemnify  any officer or director in any case where
the  act or  failure  to  act  giving  rise  to the  claim  for  indemnification
constituted  willful misconduct or recklessness.  The Bylaws also provide that a
director of the Company will not be  personally  liable for monetary  damages as
such for any action taken or for any failure to take any action, unless:

     (a) the  director  has  breached  or failed to  perform  the  duties of his
office, and

     (b) the  breach or failure to  perform  constitutes  self-dealing,  willful
misconduct or recklessness.

     The Bylaws exclude:

     (a) the  responsibility  or liability of a director  pursuant to a criminal
statute, or

     (b) the liability of a director for the payment of taxes pursuant to local,
state or federal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

     See the Exhibit Index attached to this Registration Statement.

Item 9.  Undertakings.
(a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i) To the extent  required by Item 512 of  Regulation  S-K, to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To the extent  required by Item 512 of  Regulation  S-K, to reflect in
the  prospectus  any facts or events  arising after the  effective  date of this
Registration  Statement  (or the most recent  post-effective  amendment  hereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in this Registration Statement; and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at that time shall be deemed to be an initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy or expressed in the Act and will be governed by the final adjudication of
such issue.
EXHIBIT INDEX

Exhibit  Page

(3)      (a)      Articles of Incorporation:

     Articles of Incorporation  filed on March 31, 1989, attached as Exhibit 3.1
to Form 10-K for the fiscal year ended December 31, 1988 (No. 0-16667),  Amended
Articles of Incorporation  filed on May 2, 1990, at Item 7C to Form 8-K, date of
report,  April 26, 1990 (No. 0-16667),  and Amended Articles of Incorporation of
the Registrant  effective May 18, 1998, attached as Exhibit 3.5 to Form 10-K for
the fiscal year ended December 31, 1998 (No. 0-16667),  each hereby incorporated
by reference.

         (b)       Bylaws.

     Amended  By-laws of the Registrant  filed on January 8, 1990, at Item 7C to
Form 8-K, date of report,  January 3, 1990 (No. 0-16667), and Amended by-laws of
the  Registrant  filed on July 20, 1990,  at Item 7C to Form 8-K, date of report
July 18, 1990 (No. 0-16667) each hereby incorporated by reference.

(4)       1995 Stock  Option Plan of DNB  Financial  Corporation (as amended and
restated, effective April 27, 1999)

(5)      Opinion of Stradley, Ronon, Stevens & Young, LLP

(15)     Not applicable.

(23)     Consents.

     (a) Consent of Stradley,Ronon,Stevens & Young, LLP (included in Exhibit 5).

     (b) Consent of KPMG LLP Certified Public Accountants.

(24)     Not applicable.

(28)     Not applicable.

(99)      None.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Downingtown, Commonwealth of Pennsylvania, on May 14, 1999.

                                                     DNB FINANCIAL CORPORATION
                                                           (Registrant)

                                                By:        /S/ Henry F. Thorne

                                                    Henry F. Thorne, President
                                                    and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                                                               Date

/S/ Henry F. Thorne                                                May 14, 1999
-----------------------------------------------------

Henry F. Thorne, President,
Chief Executive Officer and Director

/S/ Bruce E. Moroney                                               May 14, 1999
-----------------------------------------------------

Bruce E. Moroney, Chief Financial Officer
(Principal Accounting Officer)

/S/ Robert J. Charles                                              May 14, 1999
-----------------------------------------------------

Robert J. Charles
Chairman of the Board

/S/ Vernon J. Jameson                                              May 14, 1999
-----------------------------------------------------

Vernon J. Jameson
Vice-Chairman of the Board

/S/ James H. Thornton                                              May 14, 1999
-----------------------------------------------------

James H. Thornton, Director

/S/ William S. Latoff                                              May 14, 1999
-----------------------------------------------------

William S. Latoff, Director
/S/ Joseph G. Riper                                                May 14, 1999
-----------------------------------------------------

Joseph G. Riper, Director

/S/ Louis N. Teti                                                  May 14, 1999
-----------------------------------------------------

Louis N. Teti, Director