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

October 21, 2008

(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

(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(C))

Item 2.02 Results of Operations and Financial Condition

On October 21, 2008, Farmers & Merchants Bancorp issued a press release concerning financial results for the third quarter and nine-month period ending September 30, 2008, a copy of which is included as Exhibit 99 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

99 Press release concerning financial results for the third quarter and nine-month period ending September 30, 2008.

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:  October 22, 2008

EX-99

Exhibit 99

Farmers & Merchants Bancorp Reports

Record Third Quarter And Year-to-Date Earnings

Kent A. Steinwert, President and Chief Executive Officer of Farmers & Merchants Bancorp, announced that the Company earned record net income for the third quarter ending September 30, 2008. The results represented the 43rd consecutive quarter that Farmers & Merchants Bancorp’s net income increased over the same period the prior year.

Farmers & Merchants Bancorp reported net income of $6.1 million for the quarter ending September 30, 2008. Earnings per share of common stock outstanding for the third quarter were $7.63, up 5.1% from the third quarter of the prior year. In addition, loans outstanding grew 3.5%, total core deposits, excluding public time deposits, increased 8.9%, and total assets at quarter-end were $1.6 billion, up 10.9% over the third quarter of 2007.  Return on average assets for the quarter was 1.50%, and return on average equity was 16.34%. The Company’s loan quality remains relatively strong with non-performing loans as of September 30, 2008 totaling only 0.57% of total loans. In addition, the Company’s loan loss reserve is 1.59% of loans.  Total Risk Based Capital remains strong at 12.71%.  The Company continues to be classified as “well-capitalized” under federal regulatory guidelines.

For the nine-month period ending September 30, 2008 net income was $17.8 million and earnings per share of common stock outstanding were $22.34, an increase of 6.5% over the same period in the prior year.  Return on average assets was 1.53%, and return on average equity was 16.05%.

Additional details regarding Farmers & Merchants Bancorp’s third quarter and year-to-date financial performance can be found in the Company’s 10-Q filing with the Securities and Exchange Commission at www.sec.gov/edgar.shtml.

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 23 convenient locations from Sacramento to Turlock and Hilmar.

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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.