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


                                  July 22, 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) 367-2300
                         (Registrant's telephone number,
                              including area code)


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






Item 12. Results of Operations and Financial Condition

     On July 22,  2004,  Farmers  &  Merchants  Bancorp  issued a press  release
concerning  financial results for the second quarter of 2004, a copy of which is
included as Exhibit 99.1 and incorporated herein by reference.









                                    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    /s/ Stephen W. Haley

                                           Stephen W. Haley
                                           Executive Vice President
                                           & Chief Financial Officer


Date:  July 23, 2004

EX-99

                                                                    Exhibit 99

                          FARMERS & MERCHANTS BANCORP
                     REPORTS RECORD SECOND QUARTER EARNINGS

     On July 22, 2004, Kent A. Steinwert,  President and Chief Executive Officer
of Farmers & Merchants  Bancorp,  announced  that the Company  earned record net
income for the second quarter ending June 30, 2004. The results  represented the
26th consecutive quarter that Farmers & Merchants Bancorp's net income increased
over the same period the prior year.

     Farmers & Merchants  Bancorp  reported  record net income of $4,104,000 for
the quarter ending June 30, 2004. Earnings per share of common stock outstanding
for the second quarter were $5.14, up 13.2% from the second quarter of the prior
year. In addition, loans outstanding grew 12.3%, total core deposits,  excluding
time deposits,  increased 14.6%, and total average assets were $1,168,275,000 up
7.3% over the second  quarter of 2003.  Return on average assets for the quarter
was 1.41%,  and return on average equity was 14.6%,  an improvement of 103 basis
points over the second  quarter of the prior  year.  The  Company  continues  to
maintain a high quality loan portfolio with non-performing assets as of June 30,
2004  totaling  0.3% of loans.  In  addition,  the  Company's  loan loss reserve
remains strong at $17,776,000 or 2.1% of total gross loans.

     Steinwert   further  stated,   "Management's   asset/liability   management
strategies  have  positioned the Bank to take advantage of increases in interest
rates.  On June 30, 2004,  the Federal  Reserve Bank increased  market  interest
rates by 25 basis points and additional increases are expected in future months.
Improvement  in the  Bank's  net  interest  margin as a result of  increases  in
interest rates should have a positive impact on future quarters' earnings."

     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 and proudly  serves  California's  Great Central
Valley  through  18 branch  offices  conveniently  located  from  Sacramento  to
Turlock.