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


                                February 10, 2005
                        (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) 367-2300
              (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.

         On February 10, 2005, Farmers & Merchants Bancorp issued a press
release concerning financial results for the fourth quarter and year end 2004, a
copy of which is included as Exhibit 99 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:  February 11, 2005

EX-99

                                                                      Exhibit 99

                           FARMERS & MERCHANTS BANCORP
                          REPORTS RECORD FOURTH QUARTER
                                AND 2004 EARNINGS


Kent A. Steinwert, President and Chief Executive Officer of Farmers & Merchants
Bancorp, announced that the Company earned record net income for the fourth
quarter ending December 31, 2004, as well as for the full fiscal year 2004. The
fourth quarter results represented the 28th consecutive quarter that Farmers &
Merchants Bancorp's net income increased over the same period the prior year.

For the full year 2004, Farmers & Merchants Bancorp reported record net income
of $16,450,000 or $20.65 per share of common stock outstanding, up 12.23% over
the prior year. Return on average assets was 1.40%, and return on average equity
was 14.50%, an improvement of 82 basis points over the prior year.

Farmers & Merchants Bancorp also reported net income of $4,220,000 for the
quarter ending December 31, 2004, up 9.61% over the comparable quarter of 2003.
Earnings per share of common stock outstanding for the fourth quarter were
$5.32, up 10.83% from the fourth quarter of the prior year. Return on average
assets for the quarter was 1.41%, and return on average equity was 14.39% an
improvement of 53 basis points over the fourth quarter of 2003.

Steinwert indicated that the Company's growth has been a major contributor to
its strong bottom-line. Since December 31, 2003, loans outstanding increased
7.44%, total deposits expanded 10.81% and total assets grew by 6.77% to
$1,226,295,000. During this period of significant growth, the Company's loan
quality has remained extremely high, with non-performing assets totaling only
0.03% of loans outstanding as of December 31, 2004. Additionally, as of December
31, 2004, the Company's reserve for loan losses reached $17,727,000 or 2.04% of
total loans. Based on these performance measures, Farmers & Merchants Bancorp's
loan quality compares favorably to peer banks.

Steinwert stated, "The Central Valley continues to enjoy a strong overall
economy which has contributed to Farmers & Merchants Bancorp's success. In
addition, our new branch offices in Sacramento, Lodi, Stockton, and Modesto are
exceeding growth expectations. All of us at Farmers & Merchants Bancorp are
extremely grateful to the communities we serve for their tremendous support of
the Bank. In return, Farmers & Merchants Bancorp continues to be committed to
its longstanding financial and volunteer support of the many community-based
service organizations, whose missions of mercy are helping to improve the
overall quality of life throughout California's Great Central Valley."

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 19 branch offices conveniently located from Sacramento to Turlock.


FORWARD LOOKING STATEMENTS

Statements concerning future performance, developments or events, expectations
for growth and income forecasts, and any other guidance on future periods,
constitute forward-looking statements that are subject to a number of risks and
uncertainties. Actual results may differ materially from stated expectations.
Specific factors include, but are not limited to, loan production, balance sheet
management, expanded net interest margin, the ability to control costs and
expenses, interest rate changes and financial policies of the United States
government and general economic conditions. Additional information on these and
other factors that could affect financial results are included in our Securities
and Exchange Commission filings. The Company disclaims any obligation to update
any such factors or to publicly announce the results of any revisions to any
forward-looking statements contained herein to reflect future events or
developments.