Sec Form 5 Filing - BRADFORD CHARLES E @ DNB FINANCIAL CORP /PA/ - 2003-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BRADFORD CHARLES E 2. Issuer Name and Ticker or Trading Symbol DNB FINANCIAL CORP /PA/ [ DNBF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Officer (Last) (First) (Middle) 7909 PINE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) WYNDMOOR, PA19038 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock - DNBF 07/31/2003 07/31/2003 M V 275 A $ 11.77 275 D Common Stock - DNBF 07/31/2003 07/31/2003 M V 940 A $ 14.24 1,215 D Common Stock - DNBF 07/31/2003 07/31/2003 M V 2,954 A $ 21.48 4,169 D Common Stock - DNBF 07/31/2003 07/31/2003 S V 4,169 D $ 23.7 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to purchase DNBF $ 11.77 07/31/2003 07/31/2003 D V 275 12/30/2000 06/30/2010 Common Stock-DNBF 275 $ 11.77 0 D Option to purchase DNBF $ 14.24 07/31/2003 07/31/2003 D V 940 12/30/2001 06/30/2002 Common Stock-DNBF 940 $ 14.24 0 D Option to purchse DNBF $ 21.48 07/31/2003 07/31/2003 D V 2,954 12/30/2002 06/30/2012 Common Stock-DNBF 2,954 $ 21.48 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRADFORD CHARLES E 7909 PINE ROAD WYNDMOOR, PA19038 Former Officer Signatures /s/ Bruce E. Moroney 02/13/2004 Signature of Reporting Person Date

Explanation of Responses:
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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