8-K

                       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


                                  June 21, 2004
                        (Date of earliest event reported)


                           Farmers & Merchants Bancorp
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


         1.000 - 26099                             94-3327828
         -------------                             ----------
    (Commission File Number)            (IRS Employer Identification No.)


                111 West Pine Street, Lodi, California 95240-2184
               (Address of principal executive offices) (Zip Code)


                                 (209) 367-2412
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changes since last report)






Item 5.  Other Events

         Attached as Exhibit 99.1 - Press release dated June 21, 2004,
announcing the Board of Directors of Farmers & Merchants Bancorp's recent
approval of a resolution authorizing the repurchase, from time to time, of
outstanding shares of the common stock of the Company.













                                    SIGNATURE

         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.

                           FARMERS & MERCHANTS BANCORP




                                       By

                                              Stephen W. Haley
                                              Executive Vice President
                                              & Chief Financial Officer


Date:  June 21, 2004

EX-99

                                                                    Exhibit 99.1


                           FARMERS & MERCHANTS BANCORP
                       ANNOUNCES SHARE REPURCHASE PROGRAM


The Board of Directors of Farmers & Merchants Bancorp recently approved a
resolution authorizing the repurchase, from time to time, of outstanding shares
of the common stock of the Company.

The Board of Directors approved the Repurchase Program because it has concluded
that the Company has more capital than it needs to meet present and anticipated
regulatory guidelines to be classified as "well capitalized". The Board also
considered the effect of the Repurchase Program on the ability of the Company to
pay future cash dividends. At its meeting on June 1, 2004 the Board approved a
dividend of $2.80 per share, payable on July 1, 2004 to shareholders of record
as of June 14, 2004. This payout represents a 33% increase over the per share
amount paid in July of the prior year. Additionally, the total cash dividend
payment will be $2.2 million, an increase of 39% over the prior year. While the
Board does not believe that the Repurchase Program will impede the Company from
paying cash dividends at annual rates comparable to the recent past, no
assurance can be given as to future dividend levels.

Repurchases will be made on the open market or through private transactions. The
aggregate price to be paid by the Company for all repurchased stock will not
exceed $10,000,000 and the program will expire on May 31, 2007. The Repurchase
Program also requires that no purchases may be made if the Company would not
remain "well-capitalized" after the repurchase. All shares repurchased under the
Repurchase Program will be retired.

In describing the share repurchase program, Kent Steinwert, President and C.E.O.
commented, "Since Farmers & Merchants Bancorp stock is not traded on any stock
exchange, and since many shareholders are local residents who hold their shares
in certificate form, the Company is willing to purchase shares directly in
private transactions. Interested sellers may contact Stephen W. Haley, Chief
Financial Officer, at 209-367-2411."

Regarding open market transactions, Steinwert indicated that the Company's stock
(symbol: FMCB.OB) is traded through the OTC Bulletin Board. Historically, these
transactions have been limited both in frequency and dollar amount.
Periodically, the Company will place a bid with a broker to purchase shares on
the Company's behalf in the over the counter market. All open market purchases
by the Company will be made at prices that do not exceed the higher of the last
independent transaction price or the last independent bid. In open market
transactions, a selling shareholder will be responsible for any fees or charges
of his or her broker."

Steinwert was careful to emphasize that "any shareholder who is planning to sell
all or a portion of their shares should obtain as much information as possible
concerning recent prices for other transactions. Information is available from
brokers, on the internet and, as it relates to private transactions, from Steve
Haley. However, the Company can not guarantee the accuracy of any such
information."

Farmers & Merchants Bancorp is the parent of Farmers & Merchants Bank of Central
California, also known as F&M Bank. Founded in 1916, the institution is a full
service community bank with over $1 billion in assets. F&M Bank proudly serves
California's Great Central Valley through 17 branch offices conveniently located
from Sacramento to Turlock.