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


                                December 16, 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)


                 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 2.02 Results of Operations and Financial Condition

     Attached as Exhibit 99.1 - Press release dated December 16, 2004,
announcing a cash dividend of $4.40 per share, an increase from the $4.10 per
share paid last year. The cash dividend will be paid on January 3, 2005, to
stockholders of record on December 17, 2004.



















                                    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:  December 16, 2004

EX-99

                                                                    Exhibit 99.1

                           FARMERS & MERCHANTS BANCORP
                             DECLARES CASH DIVIDEND

     The Board of Directors of Farmers & Merchants Bancorp recently declared a
cash dividend of $4.40 per share, an increase from the $4.10 per share declared
last year. The cash dividend will be paid on January 3, 2005, to stockholders of
record on December 17, 2004. Total cash dividends declared during the past 12
months were $5,722,207 or $7.20 per share of common stock, an increase of 20.8%
from the $4,736,657 in dividends paid in 2003.

     "Farmers & Merchants Bank's strong third quarter financial performance
represented the 27th consecutive quarter that net income exceeded the same
quarter the prior year. Management and the Board of Directors are extremely
pleased with year-to-date results and unanimously approved the cash dividend
with an increase over the prior year. This is the seventh consecutive year that
the year-end cash dividend has been increased" said Kent A. Steinwert, the
Bank's President and Chief Executive Officer.

     In October, the Company reported record third quarter net income of
$4,224,000 or $5.31 per share of common stock which represents a 9.7% increase
over the same period in 2003. In addition, loans outstanding grew 8.9%, total
core deposits increased 16.0%, and total assets were $1,176,000,000 up 6.2% over
September 2003. Return on Average Assets for the quarter was 1.43%. Return on
Average Equity for the quarter, improved by 71 basis points to 14.97% in
comparison to the prior year.

     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.