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<SEC-DOCUMENT>0000950124-04-002203.txt : 20040510
<SEC-HEADER>0000950124-04-002203.hdr.sgml : 20040510
<ACCEPTANCE-DATETIME>20040510160934
ACCESSION NUMBER:		0000950124-04-002203
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040510

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FARMERS & MERCHANTS BANCORP INC
		CENTRAL INDEX KEY:			0000792966
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				341469491
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14492
		FILM NUMBER:		04793263

	BUSINESS ADDRESS:	
		STREET 1:		307-11 N DEFIANCE ST
		CITY:			ARCHBOLD
		STATE:			OH
		ZIP:			43502
		BUSINESS PHONE:		4194462501

	MAIL ADDRESS:	
		STREET 1:		307-11 NORTH DEFIANCE ST
		CITY:			ARCHBOLD
		STATE:			OH
		ZIP:			43502
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>k84977e10vq.txt
<DESCRIPTION>QUARTERLY REPORT FOR PERIOD ENDED 03/31/04
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q
               X  Quarterly Report Pursuant to Section 13 or 15(d)
              ----
                     of the Securities Exchange Act of 1934
                  For the quarterly period ended March 31, 2004
                                       OR
                  Transition Report Pursuant to Section 13 or 15(d)
              ----
                     of the Securities Exchange Act of 1934
               For the transition period from ________ to ________
                          Commission File Number 0-14492
                          -----------------------------

                        FARMERS & MERCHANTS BANCORP, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

               OHIO                                        34-1469491
               -----                                       ----------
   (State or other jurisdiction of                        (I.R.S Employer
   incorporation or organization)                       Identification No.)

307-11 North Defiance Street, Archbold, Ohio                   43502
- --------------------------------------------               --------------
(Address of principal executive offices)                     (Zip Code)

                                 (419) 446-2501
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code

- --------------------------------------------------------------------------------
                     (Former name, former address and former
                   fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X_ No ____


Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).        Yes  _X__   No ____

Indicate the number of shares of each of the issuers classes of common stock, as
of the latest practicable date:


        Common Stock, No Par Value                        1,300,000
- -------------------------------------        -----------------------------------
                   Class                       Outstanding as of April 23, 2004



<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10Q

                        FARMERS & MERCHANTS BANCORP, INC.
                                      INDEX
<TABLE>
<CAPTION>



            Form 10-Q Items                                                                           Page
<S>         <C>           <C>                                                                         <C>


            PART I.       FINANCIAL INFORMATION

            Item   1.     Financial Statements (Unaudited)

                          Condensed Consolidated Balance Sheets-
                                  March 31, 2004, December 31, 2003 and March 31, 2003                  1

                          Condensed Consolidated Statements of Net Income-
                                  Three Months Ended March 31, 2004 and March 31, 2003                  2

                          Condensed Consolidated Statements of Cash Flows-
                                  Three Months Ended March 31, 2004 and March 31, 2003                  3

                          Notes to Condensed Financial Statements                                       4

            Item   2.     Management's Discussion and Analysis of Financial Condition
                                  and Results of Operations                                             4

            Item   3.     Market Risk                                                                   5

            Item   4.     Controls and Procedures                                                       6

            PART II.      OTHER INFORMATION

            Item   1.     Legal Proceedings                                                             6

            Item   2.     Changes in Securities and Use of Proceeds                                     6

            Item   3.     Defaults Upon Senior Securities                                               6

            Item   4.     Submission of Matters to an Vote of Security Holders                          6

            Item   5.     Other Information                                                             7

            Item   6.     Exhibits and Reports on form 8K                                               7

            Signatures                                                                                  7

            Exhibits

</TABLE>


<PAGE>


ITEM 1 FINANCIAL STATEMENTS

                        FARMERS & MERCHANTS BANCORP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                            (in thousands of dollars)

<TABLE>
<CAPTION>


                                                          March 31, 2004  December 31, 2003  March 31, 2003
<S>                                                       <C>             <C>                <C>
ASSETS:
Cash and due from banks                                      $ 13,444         $ 18,873         $ 22,537
Interest bearing deposits with banks                            2,931              662              516
Federal funds sold                                              2,150               --            1,780
Investment Securities:
   U.S. Treasury                                                  610            6,637            4,356
   U.S. Government                                            123,860          111,011          102,866
   State & political obligations                               51,850           51,016           55,828
   All others                                                      --            2,028                0
Loans and leases (Net of reserve for loan losses of
  $7,500, $7,300 and $7,856, respectively)                    485,014          480,339          492,988
Bank premises and equipment-net                                15,782           15,874           15,975
Accrued interest and other assets                              19,008           19,263           17,126
                                                             --------         --------         --------
          TOTAL ASSETS                                       $714,649         $705,703         $713,972
                                                             ========         ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
    Deposits:
          Demand                                             $ 43,214         $ 50,710         $ 42,600
          Time and savings                                    544,630          524,356          538,395
   Federal funds purchased and securities
     sold under agreement to repurchase                        22,369           27,319           23,682
   Other borrowed money                                        24,120           24,374           28,315
   Accrued interest and other liabilities                       3,587            4,088            4,147
        Total Liabilities                                     637,920          630,847          637,139

SHAREHOLDERS' EQUITY:
   Common stock, no par value - authorized 1,500,000
          shares; issued  1,300,000 shares                     12,677           12,677           12,677
   Undivided profits                                           61,617           60,196           60,681
   Accumulated other comprehensive income                       2,435            1,983            3,475
        Total Shareholders' Equity                             76,729           74,856           76,833
                                                             --------         --------         --------
LIABILITIES AND SHAREHOLDERS' EQUITY                         $714,649         $705,703         $713,972
                                                             ========         ========         ========

</TABLE>


See Notes to Condensed Consolidated Unaudited Financial Statements.

Note:  The December 31, 2003 Balance Sheet has been derived from the audited
       financial statements of that date.


                                       1


<PAGE>




                       FARMERS & MERCHANTS BANCORP, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                            (in thousands of dollars)


<TABLE>
<CAPTION>



                                                                              Three Months Ended
                                                                        March 31, 2004   March 31, 2003
<S>                                                                     <C>              <C>
INTEREST INCOME:
   Loans and leases                                                        $  7,735        $  8,630
   Investment Securities:
          U.S. Treasury securities                                               26              44
          Securities of U.S. Government agencies                                977           1,166
          Obligations of states and political subdivisions                      511             578
          Other                                                                  37              37
   Federal funds                                                                 17               4
   Deposits in banks                                                              4               3
            Total Interest Income                                             9,307          10,462
INTEREST EXPENSE:
   Deposits                                                                   2,465           3,645
   Borrowed funds                                                               303             418
            Total Interest Expense                                            2,768           4,063
NET INTEREST INCOME BEFORE
     PROVISION FOR LOAN LOSSES                                                6,539           6,399
PROVISION FOR LOAN LOSSES                                                       416           3,938
NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES                                                6,123           2,461
OTHER INCOME:
   Service charges                                                              525             514
   Other                                                                        612             740
   Net securities gains                                                         127              42
                                                                              1,264           1,296
OTHER EXPENSES:
   Salaries and wages                                                         1,960           1,825
   Pension and other employee benefits                                          498             462
   Occupancy expense (net)                                                      173             209
   Other operating expenses                                                   1,929           1,737
                                                                              4,560           4,233
INCOME BEFORE FEDERAL INCOME TAX                                              2,827            (476)
FEDERAL INCOME TAXES                                                            821            (347)
NET INCOME                                                                    2,006            (129)
OTHER COMPREHENSIVE INCOME (NET OF TAX):
   Unrealized gains (losses) on securities                                      452            (241)
                                                                           --------        --------
COMPREHENSIVE INCOME                                                       $  2,458        $   (370)
                                                                           ========        ========
NET INCOME PER SHARE (Based upon
     weighted average number of shares outstanding of 1,300,000            $   1.54        $  (0.10)
                                                                           ========        ========
DIVIDENDS DECLARED                                                         $   0.45        $   0.40
                                                                           ========        ========

</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements




                                       2

<PAGE>

                        FARMERS & MERCHANTS BANCORP, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (in thousands of dollars)


<Table>
<Caption>
                                                                                                     Three Months Ended
                                                                                              March 31, 2004       March 31, 2003
<S>                                                                                           <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                  $  2,006              $   (129)
   Adjustments to Reconcile Net Income to Net
          Cash Provided by Operating Activities:
                    Depreciation and amortization                                                   344                   361
                    Premium amortization                                                            358                  (258)
                    Discount amortization                                                           (32)                   54
                    Provision for loan losses                                                       416                 3,938
                    Provision for deferred income taxes                                            (232)                 (110)
                    (Gain) loss on sale of fixed assets                                              35                     2
                    (Gain) loss on sale of investment securities                                   (127)                  (42)
                    Changes in Operating Assets and Liabilities:                                      -
                              Accrued interest receivable and other assets                          487                  (659)
                              Accrued interest payable and other liabilities                       (501)               (1,332)
          Net Cash Provided by Operating Activities                                               2,754                 1,825
CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                                            (287)               (4,339)
   Proceeds from sale of fixed assets                                                                 -                     -
   Proceeds from maturities of investment securities:                                            11,550                 3,035
   Proceeds from sale of investment securities:                                                  11,401                18,443
   Purchase of investment securities-                                                           (28,196)               (2,580)
   Net increase in loans and leases                                                              (5,091)                  589
          Net Cash Used by Investing Activities                                                 (10,623)               15,148
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase in deposits                                                                      12,778                 4,622
   Net change in short-term borrowings                                                           (4,950)              (14,518)
   Increase in long-term borrowings                                                                   -                     -
   Payments on long-term borrowings                                                                (254)                 (381)
   Payments of dividends                                                                           (715)                 (650)
          Net Cash Provided by Financing Activities                                               6,859               (10,927)
Net change in cash and cash equivalents                                                          (1,010)                6,046
Cash and cash equivalents - Beginning of year                                                    19,535                18,787
                                                                                               --------              --------
CASH AND CASH EQUIVALENTS - END OF THE YEAR                                                    $ 18,525              $ 24,833
                                                                                               ========              ========

RECONCILIATION OF CASH AND CASH EQUIVALENTS:
  Cash and cash due from banks                                                                 $ 13,444              $ 22,537
  Interest bearing deposits                                                                       2,931                   516
  Federal funds sold                                                                              2,150                 1,780
                                                                                               --------              --------
                                                                                               $ 18,525              $ 24,833
                                                                                               ========              ========
</Table>
See Notes to Condensed Consolidated Unaudited Financial Statements.


                                       3


<PAGE>

                        FARMERS & MERCHANTS BANCORP, INC.

         Notes to Condensed Consolidated Unaudited Financial Statements

        NOTE 1 BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements
        have been prepared in accordance with generally accepted accounting
        principles for interim financial information and with the instructions
        for Form 10Q and Rule 10-01 of Regulation S-X; accordingly, they do not
        include all of the information and footnotes required by generally
        accepted accounting principles for complete financial statements. In the
        opinion of management, all adjustments, consisting of normal recurring
        accruals, considered necessary for a fair presentation have been
        included. Operating results for the three months ended March 31, 2004
        are not necessarily indicative of the results that are expected for the
        year ended December 31, 2004. For further information, refer to the
        consolidated financial statements and footnotes thereto included in the
        Company's annual report on Form 10-K for the year ended December 31,
        2003.

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
        RESULTS OF OPERATIONS

        Farmers & Merchants Bancorp, Inc. was incorporated on February 25, 1985,
        under the laws of the State of Ohio. Farmers & Merchants Bancorp, Inc.,
        and its subsidiaries The Farmers & Merchants State Bank and Farmers &
        Merchants Life Insurance Company are engaged in commercial banking and
        life and disability insurance, respectively. The executive offices of
        Farmers & Merchants Bancorp, Inc. are located at 307-11 North Defiance
        Street, Archbold, Ohio 43502.

        Liquidity continues to increase as deposit growth out paces loan growth.
        The first quarter of 2004 shows a slight increase of $4.6 million in
        loans compared to December 2003 but a decrease of almost $8 million from
        the same quarter last year. The decrease compared to last March is due
        to refinancing variable rate real estate loans into fixed rate loans and
        consequently, the sale of these loans into the secondary market. The
        decrease in loans is also due to $6 million of loans having been
        charged-off during 2003.

        Loan demand has remained sluggish throughout the first quarter with
        improvement projected as the economy continues to improve in 2004.
        Financial results for the agricultural community, which comprises
        approximately 13% of the overall portfolio, were strong during 2003
        after two rough years. This has helped to strengthen the asset quality
        of the portfolio.

        Deposits increased to $587.8 million representing growth of $12.7 and
        $6.8 million over last quarter and March 2003, respectively. Thirty
        percent of the certificate of deposit portfolio matured during the first
        quarter. An additional twenty percent matures in the second quarter. The
        bank is working to extend the duration of the portfolio and has been
        successful with promotions to encourage depositors to invest longer.
        During 2003 a great deal of depositers invested short term in the hopes
        of rising rates. The bank is striving to maintain its net interest
        margin by controlling the liabilities repricing.

        The additional liquidity was put to use in the investment portfolio.
        Investments grew by over $13.2 million from March 2003 and by over $5.6
        million from December of 2003. When loan growth develops, the investment
        portfolio will be used if necessary to fund the growth. It may also be
        utilized if and when deposit money returns to the stock market and
        mutual funds.


                                       4


<PAGE>



ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS (Continued)

        Yields on the loan portfolio have continued to decline to 6.28% for the
        first quarter. The decline in the cost rates, however, have been more
        drastic causing the overall net interest margin to improve slightly.
        Maintaining the margin is an important part of the ongoing profitability
        of the company. The discussion on market risk to follow will document
        the exposure of margin and earnings to interest rate risk.

        Overall profitability has improved from a loss for first quarter 2003,
        and in line with the fourth quarter of 2003. The replacement of
        non-interest income derived from the real estate activity of 2003
        presents a challenge going forward. At the same time, the level of
        charge-off activity of 2003 is not expected to repeat. Past dues (over
        90 days) at year-end were .433% of total loans and have improved to
        .042% for March 2004. Past dues for quarter ended March 2003 were .285%.

        The company continues to be well-capitalized as the capital ratios below
        show:

<TABLE>
                <S>                                           <C>
                Primary Ratio                                 11.66%
                Total Capital Ratio                           15.00%
                Risk Based Capital Tier 1                     15.08%
                Risk Based Capital Tier 2                     21.29%
                Stockholders' Equity/Total Assets             10.74%
</TABLE>

ITEM 3  MARKET RISK

        Market risk is the exposure to loss resulting from changes in interest
        rates and equity prices. The Company's primary market risk is interest
        rate risk. The majority of the Company's interest rate risk arises from
        the instruments, positions and transactions entered into for the
        purposes other than trading such as loans, available for sale
        securities, interest bearing deposits, short and long term borrowings.
        Interest rate risk occurs when interest bearing assets and liabilities
        reprice at different times as market interest rates change. For example,
        if fixed rate assets are funded with variable rate debt, the spread
        between asset and liability rates will decline or turn negative if rates
        increase.

        Interest rate risk is managed within an overall asset/liability
        framework. The principal objectives of asset/liability management are to
        manage sensitivity of net interest spreads and net income to potential
        changes in interest rates. Funding positions are kept within
        predetermined limits designed to ensure that risk-taking is not
        excessive and that liquidity is properly managed. Asset/liability
        management is done with the Company's main subsidiary, The Farmers &
        Merchants State Bank. The bank employs a sensitivity analysis utilizing
        interest rate shocks to assist in this analysis. The shocks presented
        below assume an immediate change of rate in the percentages and
        directions shown:

                                       5


<PAGE>

ITEM 3  MARKET RISK (Continued)

<TABLE>
<CAPTION>

Interest Rate Shock on                                                                    Interest Rate Shock on
Net Interest Margin                                                                       Net Interest Income
- ---------------------------                                                          ---------------------------------

Net Interest        % Change             Rate                  Rate                  Cumulative           % Change
Margin(Ratio)       to Flat Rate         Direction             changes by            Total($000)          to Flat Rate
- ---------------     ------------------   --------------------  -------------------   -------------------  ------------
<S>                 <C>                  <C>                   <C>                   <C>                  <C>

   4.058%           -0.083%              Rising                3.000%                7,102                -1.776%

   4.051%           -0.090%              Rising                2.000%                7,089                -1.969%

   4.049%           -0.092%              Rising                1.000%                7,083                -2.052%

   4.141%           0.000%               Flat                  0.000%                7,231                0.000%

   4.097%           -0.044%              Falling               -1.000%               7,138                -1.289%

   3.850%           -0.291%              Falling               -2.000%               6,705                -7.273%

   3.495%           -0.647%              Falling               -3.000%               6,093                -15.733%

</TABLE>


        As the table shows, should rates increase, the bank's exposure to
        interest rate risk is minimal and the risk lessen as the rates go
        higher. To the extent that the bank has the ability not to instantly
        reprice the liability side of the balance sheet, the risk would decrease
        even more. The falling rate scenario shows the highest risk on a 300
        basis point drop. This is due to the fact that the liability side of the
        balance sheet will have already hit its low. Unless customers are
        willing to pay the bank to keep their deposit, this is definitely the
        worse case scenario. The asset side of the bank has also at this point
        hit many of the floors so that additional declining rates would have
        little effect.

ITEM 4  CONTROLS AND PROCEDURES

        As of March 31, 2004, an evaluation was performed under the supervision
        and with the participation of the Company's management including the CEO
        and CFO, of the effectiveness of the design and operation of the
        Company's disclosure controls and procedures. Based on that evaluation,
        the Company's management, including the CEO and CFO, concluded that the
        Company's disclosure controls and procedures were effective as of March
        31, 2004. There have been no significant changes in the Company's
        internal controls subsequent to March 31, 2004.

PART II

ITEM 1  LEGAL PROCEEDINGS

        None

ITEM 2  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
          SECURITIES
        None

ITEM 3  DEFAULTS UPON SENIOR SECURITIES

        None

<PAGE>


ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

        None

ITEM 5  OTHER INFORMATION

        None

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

        3.1 Articles of Incorporation of the Registrant

        3.2 Code of Regulations of the Registrant

        4   Instruments Defining the Rights of Security Holders (See Exhibits
            3.1 and 3.2)

        31.1 Rule 13-a-14(a) Certification - CEO

        31.2 Rule 13-a-14(a) Certification - CFO

        32.1 Section 1350 Certification - CEO

        32.2 Section 1350 Certification - CFO

        Registrant filed a current report on form 8-K under Item 9 (Regulation
        FD Disclosure) on January 20, 2004 that attached a letter from Joe E.
        Crossgrove, President and CEO for the Company, to shareholders regarding
        a dividend payment.


<PAGE>

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             Farmers & Merchants Bancorp, Inc.,


Date:       April 23, 2004                   By:    /s/ Joe E. Crossgrove
                                                    Joe E. Crossgrove
                                                    President and CEO

Date:       April 23,2004                    By:   /s/ Barbara J. Britenriker
                                                   Barbara J. Britenriker
                                                   Senior Vice-President and CFO


<PAGE>

                               10-Q EXHIBIT INDEX
<TABLE>

        <S>             <C>
        EX- 3.1         Articles of Incorporation of the Registrant

        EX- 3.2         Code of Regulations of the Registrant

        EX- 31.1        Certification of Chief Executive Officer pursuant to
                        Section 302

        EX- 31.2        Certification of Chief Financial Officer pursuant to
                        Section 302

        EX- 32.1        Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002

        EX- 32.2        Certification pursuant to 18 U.S.C. Section 1350, as
                        adopted pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>k84977exv3w1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION OF THE REGISTRANT
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                        FARMERS & MERCHANTS BANCORP, INC.


         The undersigned, desiring to form a corporation for profit, under the
General Corporation Law of Ohio, does hereby certify:

         FIRST: The name of this Corporation shall be FARMERS & MERCHANTS
BANCORP, INC.

         SECOND: The place in Ohio whre its principal office is to be located is
Archbold, Fulton County, Ohio.

         THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

         FOURTH: The maximum number of shares which the Corporation is
authorized to have outstanding is Three Hundred Thousand (300,000) shares, all
of which shall be designated Common Stock and shall be without par value.

         FIFTH: The number of Directors of the Corporation shall be fixed from
time to time by its Code of Regulations and may be increased or decreased as
therein provided, but the number thereof shall in no event be less than nine.

         SIXTH: (A) Except as otherwise provided in Clause (B) of this Article
SIXTH:

         (i)      any merger or consolidation of the Corporation with or into
                  any other corporation;

         (ii)     any sale, lease, exchange or other disposition of all or any
                  substantial part of the assets of the Corporation to or with
                  any other corporation, person or other entity;

         (iii)    the issuance or transfer of any securities of the Corporation
                  to any other corporation, person or other entity in exchange
                  for assets or securities or a combination thereof (except
                  assets or securities or a combination thereof so acquired in a
                  single transaction or a series of related transactions having
                  an aggregate fair market value of less than $250,000); or

         (iv)     the issuance or transfer of any securities of the Corporation
                  to any other corporation, person or other entity for cash;



<PAGE>

shall require the affirmative vote of the holders of at least a majority of the
outstanding shares of capital stock of the Corporation which are not
beneficially owned by such other corporation, person or other entity if, as of
the record date for the determination of shareholders entitled to notice thereof
and to vote thereon, such other corporation, person or entity is the beneficial
owner, directly or indirectly, of 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
Directors, considered for the purposes of this Article SIXTH as one class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified, by law or in any
agreement with any national securities exchange.

         (B) The provisions of this Article SIXTH shall not apply to any
transaction described in clauses (i), (ii), (iii) or (iv) of Clause (A) of this
Article SIXTH, (i) with another corporation if a majority, by vote, of the
outstanding shares of all classes of capital stock of such other corporation
entitled to vote generally in the election of Directors, considered for this
purpose as one class, is owned of record or beneficially by the Corporation
and/or its subsidiaries; (if) with another corporation, person or other entity
if the Board of Directors of the Corporation shall by resolution have approved a
memorandum of understanding with such other corporation, person or other entity
with respect to and substantially consistent with such transaction prior to the
time such other corporation, person or other entity became the beneficial owner,
directly or indirectly, of 10% or more of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
Directors; or (iii) approved by resolution adopted by the affirmative vote of at
least three-fourths of the members of the whole Board of Directors of the
Corporation at any time prior to the consummation thereof.

         (C) For the purposes of this Article SIXTH, a corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of capital
stock of the corporation (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise; or (ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application or clause (i) above), by any
other corporation, person or other entity with which it or its "affiliate" or
"associate" (as defined below) has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of capital stock of
the Corporation or which is its "affiliate" or "associate" as those terms were
defined in Rule 12b-2 of the general rules and regulations under the Securities
Exchange Act of 1934 as in effect on December 1, 1984. For the purposes of this
Article SIXTH, the outstanding shares of any class of capital stock of the
Corporation shall include shares deemed owned through the application of clauses
(i) and (ii) of this Clause (C) but shall not include any other shares which may
be issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.

         (D) The Board of Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article SIXTH, on the basis of
information that known to it, whether (i) any other corporation, person or other
entity beneficially owns, directly or indirectly, 10% or more of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of Directors, or is an "affiliate" or an "associate" (as defined above)
of another, (ii) any proposed sale, lease, exchange or other disposition of part
of the assets of the Corporation involves a substantial part of the assets of
the Corporation, (iii) assets or securities,



                                       2
<PAGE>

or a combination thereof, to be acquired in exchange for securities of the
Corporation, have an aggregate fair market value of less than $250,000 and
whether the same are proposed to be acquired in a single transaction or a series
of related transactions, and (iv) the memorandum of understanding referred to
above is substantially consistent with the transaction to which it relates. Any
such determination by the Board shall be conclusive and binding for all purposes
of this Article SIXTH.

         SEVENTH: The Board of Directors of the Corporation, when evaluating any
offer of another party to (i) purchase or exchange any securities or property
for any outstanding equity securities of the Corporation, (ii) merge or
consolidate the Corporation with another corporation, or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
shareholders, give due consideration not only to the price or other
consideration being offered, but also to all other relevant factors, including
without limitation the financial and managerial resources and future prospects
of the other party, the possible effects on the business of the Corporation and
its subsidiaries and on the depositors, employees, and other constituents of the
Corporation and its subsidiaries; and the possible effects on the committee and
the public interest which the Corporation and its subsidiaries serve. In
evaluating any such offer, the Board of Directors shall be deemed to be
performing their duly authorized duties and acting in good faith and in the best
interests of the Corporation within the meaning of Section 1701.13 of the Ohio
Revised Code, as it may be amended from time to time, and the Corporation's Code
of Regulations.

         EIGHTH: When authorized by the affirmative vote of a majority of the
Board of Directors, without the action or approval of the shareholders of this
Corporation, this Corporation may redeem, purchase, or contract to purchase, at
any time and from time to time, shares of any class issued by this Corporation
for such prices and upon and subject to such terms and conditions as the Board
of Directors may determine.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 8th day of
February, 1985.


                                                 -------------------------------
                                                 S. Richard Arnold, Incorporator

                                       3
<PAGE>



                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                        FARMERS & MERCHANTS BANCORP, INC.


         Charles E. Lugbill, President, and Carol J. England, Secretary, of
Farmers & Merchants Bancorp, Inc., an Ohio banking corporation, with its
principal office located in the Village of Archbold, Fulton County, Ohio, do
hereby certify that at a meeting of the shareholders duly called and held on the
30th day of March, 1996, at 1:00 o'clock, P.M., at which meeting a quorum of
such shareholders was present, by the affirmative vote of not less than
two-thirds of all of the shares entitled to be voted thereon, the following
resolution of amendment was adopted:

         BE IT RESOLVED that Article FOURTH of the Articles of Incorporation of
Farmers & Merchants Bancorp, Inc. is hereby amended to read as follows:

                  "FOURTH: The maximum number of shares which the Corporation is
         authorized to have outstanding is One Million Five Hundred Thousand
         (1,500,000) shares, all of which shall be designated Common Stock and
         shall be without par value."

         IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the banking corporation, have subscribed their names this 5th day of April,
1996.


                                            ------------------------------
                                            Charles E. Lugbill, President of
                                            Farmers & Merchants Bancorp, Inc.


                                            ------------------------------
                                            Carol J. England, Secretary of
                                            Farmers & Merchants Bancorp, Inc.









                                       4



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>k84977exv3w2.txt
<DESCRIPTION>CODE OF REGULATIONS OF THE REGISTRANT
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.2

                               CODE OF REGULATIONS
                                       OF
                        FARMERS & MERCHANTS BANCORP, INC.

                                    ARTICLE I
                                      SEAL

          The Board of Directors may from time to time adopt such seal or seals,
if any, as they deem appropriate for the use of the Corporation in transacting
its business.


                                   ARTICLE II
                                  SHAREHOLDERS

         (a) Annual Meeting. The annual meeting of the shareholders shall be
held at the principal office of the Corporation, or at such other place either
within or without the State of Ohio as may be specified in the notice required
under paragraph (c) of this Article not earlier than the second Tuesday of
January nor later than the third Tuesday of April of each year, as shall be
fixed by the Board of Directors, at which time there shall be elected a Board of
Directors to serve until the end of the term to which they are elected and until
their successors are elected and qualified. Any other business may be transacted
at the annual meeting without specific notice of such business being given,
except such business as may require specific notice by law.

         (b) Special Meetings. Special meetings of the shareholders may be
called and held as provided by law.

         (c) Notice. Notice of each annual or special meeting of the
shareholders shall be given in writing either by the President, any Vice
President, the Secretary, or any Assistant Secretary, not less than ten (10)
days before the meeting. Any shareholder may, at any time, waive any notice
required to be given under these Regulations.

         (d) Quorum. The shareholders present in person or by proxy at any
meeting shall constitute a quorum unless a larger proportion is required to take
the action stated in the notice of the meeting, in which case, to constitute a
quorum, there shall be present in person or by proxy the holders of record of
shares entitling them to exercise the voting power required by the Articles of
Incorporation of the Corporation or applicable law to take the action stated.

         (e) Order of Business. At all shareholders' meetings the order of
business shall be as follows unless changed by a majority vote:

                  1.       Reading of minutes of previous meeting and acting
                           thereon;

                  2.       Reports of Directors or Committees;

                  3.       Reports of Officers;


<PAGE>

                  4.       Unfinished business;

                  5.       Election of Directors;

                  6.       New or miscellaneous business;

                  7.       Adjournment.

         (f) Organization. The President shall preside at all meetings of the
shareholders, but in his absence the shareholders shall elect another officer or
a shareholder to so preside. The Secretary of the Corporation shall act as
Secretary of all meetings of the shareholders, but in the absence of the
Secretary at any meeting of the shareholders, the presiding officer may appoint
any person to act as Secretary of the meeting.

                                   ARTICLE III
                                    DIRECTORS

         (a) Number. The Board of Directors shall be composed of not less than
nine (9) nor more than twenty (20) persons, as shall be fixed by the
shareholders in accordance with applicable law, who shall be elected annually in
accordance with the provisions of the Articles of Incorporation by action of the
shareholders. Any Director's office created by the Directors by reason of an
increase in their number may be filled by action of a majority of the Directors
then in office.

               The number of Directors fixed in accordance with the immediately
preceding paragraph may also be increased or decreased by the Directors at a
meeting or by action in writing without a meeting, and the number of Directors
as so changed shall be the number of Directors until further changed in
accordance with this Section; provided, that no such decrease in the number of
Directors shall have the effect of shortening the term of any incumbent
Director; and provided, further, that the number of Directors shall not be
increased by the Directors to more than three Directors beyond the number of
Directors as fixed at the most recently held meeting of shareholders called for
the purpose of electing Directors.

         (b) Qualifications. Each member of the Board of Directors shall be not
more than sixty-five (65) years of age on the first day of January of the year
prior to his first election. He shall be eligible for continuous re-election
until he attains the age of seventy-two (72) years. The foregoing qualification
relating to age at the time of becoming a Director shall not be applicable to
the first Directors of this corporation; the foregoing qualification relating to
continuous re-election until age 72 shall be applicable to the first Directors
of this corporation.

         Any Director upon attaining the age of seventy-two (72) years shall
become and be a Director Emeritus. As such, he shall have the right to attend
meetings of the Board of Directors, but without the right to vote and without
being charged with the responsibilities or subject to the liabilities of the
corporation's Directors.

         (c) Vacancies. Vacancies in the Board of Directors shall be filled as
provided by the laws of the State of Ohio then in effect.


                                       2
<PAGE>

         (d) Time of Meeting. The Board of Directors shall meet at the principal
office of the Corporation, at least annually, immediately following the annual
meeting of the shareholders, but the Directors shall have the authority to
change the time and place of their said meeting by the adoption of By-Laws or by
resolution.

         (e) Call and Notice. Meetings of the Board of Directors other than the
annual meeting may be called at any time by the President and shall be called by
the President upon the request of two members of the Board. Such meetings may be
held at any place within or without the State of Ohio. Notice of the annual
meeting need not be given and each director shall take notice thereof, but this
provision shall not be held to prevent the giving of notice in such manner as
the Board may determine. The Board shall decide what notice shall be given and
the length of time prior to the meetings that such notice shall be given of all
other meetings. Any meeting at which all of the directors are present shall be a
valid meeting whether notice thereof was given or not and any business may be
transacted at such a meeting.

         (f) Presence Through Communications Equipment. Meetings of the Board of
Directors, and meetings of any Committee thereof, may be held through any
communications equipment if all persons participating can hear each other and
participation in a meeting pursuant to this subparagraph (d) shall constitute
presence at such a meeting.

         (g) By-Laws. The Board of Directors may adopt By-Laws for their own
government and that of the Corporation provided such By-Laws are not
inconsistent with the Articles of Incorporation or these Regulations.


                                   ARTICLE IV
                                   COMMITTEES

         The Board of Directors may, by resolution, designate not less than
three (3) of its number to serve on an Executive Committee or such other
committee or committees as the Board may from time to time constitute. The Board
of Directors may delegate to any such Executive Committee any of the authority
of the Directors, however conferred, other than that of filling vacancies among
the Directors or in any committee of the Directors. The specific duties and
authority of any such committee or committees shall be stated in the resolution
constituting the same.


                                    ARTICLE V
                                    OFFICERS

         (a) Number. The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary and a Treasurer. Any two or more of the
offices may be held by the same persons, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by two or more
officers.

         (b) Other Officers. The Board of Directors is authorized in its
discretion to establish the


                                       3
<PAGE>

offices of Chairman of the Board and Executive Vice President, and shall have
the further power to provide for such other officers, assistant officers and
agents as it shall deem necessary from time to time and may dispense with any of
said offices and agencies at any time.

         (c) Election, Term and Removal. At the first meeting of the Board of
Directors after the annual meeting of shareholders, the Board shall select one
of its members by a majority vote to be President of the Corporation. It shall
also select all other officers of the Corporation by a majority vote, but none
of such other officers shall be required to be members of the Board, except the
Chairman of the Board, if that office is established. All officers of the
Corporation shall hold office for one year and until their successors are
elected and qualified.

         (d) Vacancies and Absence. If any office shall become vacant by reason
of the death, resignation, disqualification, or removal of the incumbent
thereof, or other cause, the Board of Directors may elect a successor to hold
office for the unexpired term in respect to which such vacancy occurred or was
created. In case of the absence of any officer of the Corporation or for any
reason that the Board of Directors may determine as sufficient, the said Board
may delegate the powers and duties of such officer to any other officer or to
any director, except where otherwise provided by these Regulations or by
statute, for the time being.

                                   ARTICLE VI
                               DUTIES OF OFFICERS

         (a) Chairman of the Board. The Chairman of the Board of Directors, if
the Board establishes such office, shall preside at all meetings of the Board,
appoint all special or other Committees unless otherwise ordered by the Board,
confer with and advise all other officers of the Corporation, and perform such
other duties as may be delegated to him from time to time by the Board.

         (b) President. The President shall be the Chief Executive Officer and
active head of the Corporation, and in the recesses of the Board of Directors
and the Executive Committee, if the Board establishes such a committee, shall
have general control and management of all its business and affairs. He shall
make such recommendations to the Board of Directors, or any committees thereof,
as he thinks proper, and he shall bring before said Board such information as
may be required touching the business and property of the Corporation. He shall
perform generally all the duties incident to the office of President, as
required or authorized by law and such as are usually vested in the President of
a similar corporation.

         (c) Vice Presidents. The Vice Presidents, including the Executive Vice
President, if the Board establishes such office, shall perform such duties as
may be delegated to them by the Board of Directors, or assigned to them from
time to time by the Board of Directors or the President. The Executive Vice
President, if the Board establishes such office, or the Vice President, or in
the event there shall be more than one Vice President, such Vice President as
may be designated by the Board, shall perform the duties and have the powers of
the President in case of the absence of the latter from his office, and during
such absence such Vice President shall be authorized to exercise all the
functions of the President and shall sign all papers and perform all duties as
acting President.

                                       4

<PAGE>

           (d) Secretary. The Secretary shall keep a record of all proceedings
of the Board of Directors, and of all meetings of shareholders, and shall
perform such other duties as may be assigned to him by the Board of Directors or
the President.

           (e) Treasurer. The Treasurer shall have charge of the funds and
accounts of the Corporation. He shall keep proper books of account showing all
receipts, expenditures and disbursements of the Corporation, with vouchers in
support thereof. He shall also from time to time, as required, make reports and
statements to the Directors as to the financial condition of the Corporation,
and submit detailed statements of receipts and disbursements; he shall perform
such other duties as shall be assigned to him from time to time by the Board of
Directors or the President.

           (f) Bonds of Officers. The Board of Directors shall determine which
officers, if any, of the Corporation shall give bond, and the terms and amount
thereof, the expense to be paid by the Corporation.

                                   ARTICLE VII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           (a) The Corporation shall indemnify each present and future Director
and Officer, his heirs, executors and administrators, and may indemnify any
employee or agent, and his heirs, executors and administrators, who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, other than an action by or in the right of the Corporation, by
reason of the fact that he is or was such director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, non-profit or for profit, partnership, joint venture, trust, or
other enterprise, against expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         (b) The Corporation shall indemnify each present and future Director
and Officer, his heirs, executors and administrators, and may indemnify any
employee or agent, and his heirs, executors and administrators, who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure
judgment in itS favor by reason of the fact that he is or was such director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee or agent of
another corporation, domestic or foreign, non-profit or for

                                       5

<PAGE>

profit, partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, and amounts paid in settlement actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Common Pleas or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court of
Common Pleas or such other court shall deem proper.

         (c) To the extent that a Director, Officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in divisions (a) and (b) above, or in
defense of any claim, issue, or matter therein, he shall be indemnified by the
Corporation against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.

         (d) Any indemnification under divisions (a) and (b) above, unless
ordered by the court, shall be made by the Corporation only as authorized in the
specific case upon the determination that indemnification of the Director,
Officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in divisions (a) and (b) above.
Such determination shall be made (i) by a majority vote of a quorum consisting
of directors of the Corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding or (ii) if such a quorum is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the Corporation or any person to be
indemnified within the past five years, or (iii) by the shareholders, or (iv) by
the Court of Common Pleas or the court in which such action, suit, or proceeding
was brought. If any determination is made hereunder by the directors of the
Corporation or by independent legal counsel in connection with a threatened,
pending or completed action or suit by or in the right of the Corporation, such
determination shall be promptly communicated to the person who threatened or
brought such action or suit after it is made.

         (e) Expenses, including attorneys' fees, incurred with respect to any
legal matter may be paid by the Corporation prior to the final disposition
thereof, as authorized by the directors, upon receipt of an undertaking by or on
behalf of the recipient to repay such amount, unless it shall ultimately be
determined that he is entitled to indemnification.

         (f) Such indemnification shall not be deemed exclusive of any other
rights to which such Director, Officer, employee or agent may be entitled under
the Articles of Incorporation, these Regulations, any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to, or be available to, a person who has ceased to
be a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.


                                       6
<PAGE>



         (g) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, non-profit or for profit, partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
this section.

                                  ARTICLE VIII
                                      STOCK

         (a) Certificates of Stock. Each shareholder of this Corporation whose
stock has been fully paid for shall be entitled to a certificate or
certificates, showing the number of shares registered in his name on the books
of the Corporation. Each certificate shall be signed by the Chairman of the
Board or the President or any Vice President and by the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer. A full record of each
certificate, as issued, shall be entered on the stub thereof.

         (b) Transfers of Stock. Shares shall be transferable on the books of
the Corporation by the holders thereof in person or by a duly authorized
attorney upon surrender of the Certificates therefor with duly executed
assignment endorsed thereon or attached thereto. Evidence of authority to
endorse any certificate and to request its transfer shall be produced to the
Corporation. In case of transfer by executors, administrators, guardians or
other legal representatives or fiduciaries, appropriate legal evidence of their
authority to act shall be produced and may be required to be filed with the
Corporation. No transfer shall be made until the stock certificate in question
and such evidence of authority are delivered to the Corporation.

         (c) Transfer Agents and Registrars. The Board of Directors may appoint
an agent or agents to keep the records of the shares of the Corporation, or to
transfer or to register shares, or both, in Ohio or any other state and shall
define the duties and liabilities of any such agent or agents.

         (d) Lost, Destroyed or Mutilated Certificates. If any certificate of
stock in this Corporation becomes worn, defaced or mutilated, the Directors,
upon production and surrender thereof, may order the same cancelled, and may
issue a new certificate in lieu of the same. If any certificate of stock be lost
or destroyed, a new certificate may be issued upon such terms and under such
regulations as may be adopted by the Board of Directors.


                                   ARTICLE IX
                                   AMENDMENTS

         These Regulations, or any of them, may be altered, amended, added to or
repealed as provided by law and the Articles of Incorporation of the
Corporation.

                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>k84977exv31w1.txt
<DESCRIPTION>SEC. 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

                                 CERTIFICATIONS
                                                                    EXHIBIT 31.1

I, Joe E. Crossgrove, President and CEO, certify that:

        1   I have reviewed this quarterly report on Form 10-Q of Farmers &
            Merchants Bancorp, Inc.;

        2   Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

        3   Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

        4   The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a.      designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

            b.      evaluated the effectiveness of the registrants' disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing of this quarterly report (the "Evaluation Date");
                    and

            c.      presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

        5   The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent function):

            a.      all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

            b.      any fraud, whether or not material, that involves management
                    or other employees who have significant role in the
                    registrant's internal controls; and

        6   The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.


Date:       April 23, 2004
            -----------------------------
            /s/ Joe E. Crossgrove
            -----------------------------
            President and CEO
            -----------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>k84977exv31w2.txt
<DESCRIPTION>SEC. 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

                            CERTIFICATIONS
                                                                    EXHIBIT 31.2


I, Barbara J. Britenriker, Senior Vice-President and CFO, certify that:

        1   I have reviewed this quarterly report on Form 10-Q of Farmers &
            Merchants Bancorp, Inc.;

        2   Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

        3   Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this quarterly report;

        4   The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and we have:

            a.      designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

            b.      evaluated the effectiveness of the registrants' disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing of this quarterly report (the "Evaluation Date");
                    and

            c.      presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

        5   The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent function):

            a.      all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

            b.      any fraud, whether or not material, that involves management
                    or other employees who have significant role in the
                    registrant's internal controls; and

        6   The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.

Date:       April 23, 2004
            ------------------------------
            /s/ Barbara J. Britenriker
            ------------------------------
            Senior Vice-President and CFO
            ------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>k84977exv32w1.txt
<DESCRIPTION>SEC. 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

                                                                  EXHIBIT   32.1

                 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Farmers & Merchants Bancorp, Inc. on
Form 10-Q for the period ending March 31, 2004, as filed with the Securities and
Exchange Commission ("the report"), I, Joe E. Crossgrove, President and Chief
Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        1   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

        2   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of Farmers & Merchants Bancorp, Inc. as of the dates and for the
            periods expressed in the Report.


Date:       April 23, 2004           /s/ Joe E. Crossgrove
            -----------------        ------------------------------------
                                     Joe E. Crossgrove, President and
                                     Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>k84977exv32w2.txt
<DESCRIPTION>SEC. 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

                                                                 EXHIBIT    32.2


                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Farmers & Merchants Bancorp, Inc. on
Form 10-Q for the period ending March 31, 2004, as filed with the Securities and
Exchange Commission ("the report"), I, Barbara J. Britenriker, Senior
Vice-President and Chief Financial Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

        1   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

        2   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of Farmers & Merchants Bancorp, Inc. as of the dates and for the
            periods expressed in the Report.


Date:    April 23, 2004               /s/ Barbara J. Britenriker
         -----------------            -----------------------------------------
                                          Barbara J. Britenriker, Senior
                                          Vice-President Chief Financial Officer


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
