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<SEC-DOCUMENT>0000950124-05-002786.txt : 20050428
<SEC-HEADER>0000950124-05-002786.hdr.sgml : 20050428
<ACCEPTANCE-DATETIME>20050428162138
ACCESSION NUMBER:		0000950124-05-002786
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050428
DATE AS OF CHANGE:		20050428

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:		05780943

	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>k94656e10vq.txt
<DESCRIPTION>QUARTERLY REPORT FOR PERIOD ENDED MARCH 31, 2005
<TEXT>
<PAGE>

                        SECURTIES 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, 2005

                                       OR

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               For the transition period from ________ to ________

                          Commision 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 such file reports), and (2) has
      been subject to such filing requirements for the past 90 days Yes [X]
      No [ ]

      Indicate by check mark 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 March 31, 2005

<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>
PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements (Unaudited)

             Condensed Consolidated Balance Sheets-
                  March 31, 2005, December 31, 2004 and March 31, 2004              1

             Condensed Consolidated Statements of Net Income-
                  Three Months Ended March 31, 2005 and March 31, 2004              2

             Condensed Consolidated Statements of Cash Flows-
                  Three Months Ended March 31, 2005 and March 31, 2004              3

             Notes to Condensed Financial Statements                                4

Item 2.      Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                       4-5

Item 3.      Market Risk                                                          5-6

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                   7

Item 5.      Other Information                                                      7

Item 6.      Exhibits                                                               7

Signatures                                                                          8

Certifications Under Section 302

Exhibit 32.  Additional Exhibit - Certifications Under Section 906
</TABLE>

<PAGE>

ITEM  1     FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                      March 31,   December   March 31,
                                                         2005     31, 2004     2004
<S>                                                   <C>         <C>        <C>
ASSETS:
Cash and due from banks                               $  14,843   $  15,026  $  13,444
Interest bearing deposits with banks                      2,758       9,230      2,931
Federal funds sold                                            -           -      2,150
Investment Securities:
   U.S. Treasury                                          4,988       4,852        610
   U.S. Government                                      117,559     113,580    123,860
   State & political obligations                         55,842      54,647     51,850
   All others                                             3,695       3,655          -
Loans and leases (Net of reserve for loan losses of
  $6,716, $7,300, and $6,400 respectively)              468,886     472,186    485,014
Bank premises and equipment-net                          15,426      15,520     15,782
Accrued interest and other assets                        15,057      13,817     19,008
                                                      ---------   ---------  ---------
           TOTAL ASSETS                               $ 699,054   $ 702,513  $ 714,649
                                                      =========   =========  =========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:

   Deposits:

           Noninterest bearing                        $  51,533   $  47,958  $  43,214
           Interest bearing                             519,404     526,247    544,630
   Federal funds purchased and securities
     sold under agreement to repurchase                  22,604      22,852     22,369
   Other borrowed money                                  21,753      21,964     24,120
   Accrued interest and other liabilities                 4,942       4,647      3,587
                                                      ---------   ---------  ---------
        Total Liabilities                               620,236     623,668    637,920

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                                     67,404      65,956     61,617
   Accumulated other comprehensive income                (1,263)        212      2,435
                                                      ---------   ---------  ---------
        Total Shareholders' Equity                       78,818      78,845     76,729
                                                      ---------   ---------  ---------

LIABILITIES AND SHAREHOLDERS' EQUITY                  $ 699,054   $ 702,513  $ 714,649
                                                      =========   =========  =========
</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements.

Note: The December 31, 2004 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, 2005  March 31, 2004
<S>                                                          <C>             <C>
INTEREST INCOME:
   Loans and leases                                              $ 7,724        $ 7,735
   Investment Securities:
           U.S. Treasury securities                                   35             26
           Securities of U.S. Government agencies                    932            977
           Obligations of states and political subdivisions          504            511
           Other                                                      40             37
   Federal funds                                                       1             17
   Deposits in banks                                                  49              4
                                                                 -------        -------
             Total Interest Income                                 9,285          9,307
INTEREST EXPENSE:
   Deposits                                                        2,682          2,465
   Borrowed funds                                                    336            303
                                                                 -------        -------
             Total Interest Expense                                3,018          2,768
                                                                 -------        -------
NET INTEREST INCOME BEFORE
   PROVISION FOR LOAN LOSSES                                       6,267          6,539
PROVISION FOR LOAN LOSSES                                             96            416
                                                                 -------        -------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                       6,171          6,123
OTHER INCOME:
   Service charges                                                   687            525
   Other                                                             592            612
   Net securities gains                                                0            127
                                                                 -------        -------
                                                                   1,279          1,264
OTHER EXPENSES:
   Salaries and wages                                              2,047          1,960
   Pension and other employee benefits                               537            498
   Occupancy expense (net)                                           163            173
   Other operating expenses                                        1,958          1,929
                                                                 -------        -------
                                                                   4,705          4,560
                                                                 -------        -------
INCOME BEFORE FEDERAL INCOME TAX                                   2,745          2,827
FEDERAL INCOME TAXES                                                 712            821
                                                                 -------        -------
NET INCOME                                                       $ 2,033        $ 2,006
                                                                 =======        =======
OTHER COMPREHENSIVE INCOME (NET OF TAX):
   Unrealized gains (losses) on securities                       $(1,475)       $   452
COMPREHENSIVE INCOME (EXPENSE)                                   $   558        $ 2,458
NET INCOME PER SHARE (Based upon weighted average
   number of shares outstanding 1,300,000)                       $  1.56           1.54
DIVIDENDS DECLARED                                               $  0.45        $  0.45
</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements.

                                       2
<PAGE>

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

<Table>
<Caption>
                                                                              Three Months Ended
                                                                        March 31, 2005  March 31, 2004
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                              $  2,033        $  2,006
   Adjustments to Reconcile Net Income to Net
           Cash Provided by Operating Activities:
                   Depreciation                                                 302             344
                   Premium amortization                                         314             358
                   Discount amortization                                        (25)            (32)
                   Provision for loan losses                                     96             416
                   Provision (Benefit) for deferred income taxes                760            (232)
                   Loss on sale of fixed assets                                   4              35
                   Gain on sale of investment securities                          0            (127)
                   Changes in Operating Assets and Liabilities:
                        Accrued interest receivable and other assets           (699)            487
                        Accrued interest payable and other liabilities         (295)           (501)
                                                                           --------        --------
           Net Cash Provided (Used) by Operating Activities                   2,490           2,754
CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                        (212)           (287)
   Proceeds from sale of fixed assets                                             0               0
   Proceeds from maturities of investment securities:                         4,870          11,550
   Proceeds from sale of investment securities:                                   0          11,401
   Purchase of investment securities                                        (12,565)        (28,196)
   Net (increase) decrease in loans and leases                                3,204          (5,091)
                                                                           --------        --------
           Net Cash Provided (Used) by Investing Activities                  (4,703)        (10,623)
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                       (3,268)         12,778
   Net change in short-term borrowings                                         (248)         (4,950)
   Increase in long-term borrowings                                               0               0
   Payments on long-term borrowings                                            (211)           (254)
   Payments of dividends                                                       (715)           (715)
                                                                           --------        --------
           Net Cash Provided (Used) by Financing Activities                  (4,442)          6,859
                                                                           --------        --------
Net change in cash and cash equivalents                                      (6,655)         (1,010)
Cash and cash equivalents - Beginning of year                                24,256          19,535
                                                                           --------        --------
CASH AND CASH EQUIVALENTS - END OF THE YEAR                                $ 17,601        $ 18,525
                                                                           ========        ========
RECONCILIATION OF CASH AND CASH EQUIVALENTS:
   Cash and cash due from banks                                            $ 14,843        $ 13,444
   Interest bearing deposits                                                  2,758           2,931
   Federal funds sold                                                             0           2,150
                                                                           --------        --------
                                                                           $ 17,601        $ 18,525
                                                                           ========        ========
</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, 2005 are not
            necessarily indicative of the results that are expected for the year
            ended December 31, 2005. 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, 2004.

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

            Statements contained in this portion of the Company's report may be
            forward-looking statements, as that term is defined in the Private
            Securities Litigation Reform Act of 1995. Forward-looking statements
            may be identified by the use of words such as "intend," "believe,"
            "expect," "anticipate," "should," "planned," "estimated," and
            "potential." Such forward-looking statements are based on current
            expectations, but may differ materially from those currently
            anticipated due to a number of factors, which include, but are not
            limited to, factors discussed in documents filed by the Company with
            the Securities and Exchange Commission from time to time. Other
            factors which could have a material adverse effect on the operations
            of the company and its subsidiaries which include, but are not
            limited to, changes in interest rates, general economic conditions,
            legislative and regulatory changes, monetary and fiscal policies of
            the U.S. Government, including policies of the U.S. Treasury and the
            Federal Reserve Board, the quality and composition of the loan or
            investment portfolios, demand for loan products, deposit flows,
            competition, demand for financial services in the Bank's market
            area, changes in relevant accounting principles and guidelines and
            other factors over which management has no control. The
            forward-looking statements are made as of the date of this report,
            and the Company assumes no obligation to update the forward-looking
            statements or to update the reasons why actual results differ from
            those projected in the forward-looking statements.

            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, CAPITAL RESOURCES AND MATERIAL CHANGES IN FINANCIAL
            CONDITION

            Liquidity continues to remain strong with the investment portfolio
            growing by $5.4 million for the quarter. $3.3 million was a shift
            from loans decreasing during the quarter. Loan growth occurred in
            the real estate and industrial development bond markets. The
            increases were outweighed by the decreases in the consumer and
            commercial portfolios. The bank focused on improving asset quality
            throughout 2004 and advertising was directed toward the real estate
            market. In combination, loans showed a decrease of $16.1 million
            compared to March 2004. Deposits also decreased by almost $3.3
            million during the first three months and by $16.9 million during
            the last twelve months. As the numbers indicate the decreases on
            each side of the balance sheet were closely matched. Overall,
            company assets have declined in comparision to three months and one
            year ago.

            The economy has remained slow in the first part of 2005. Loan demand
            is projected to increase when the

                                       4
<PAGE>
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
            RESULTS OF OPERATIONS (Continued)

ITEM 2      local economy strenghtens. The agricultural community experienced
            another good year in 2004 and planting has begun in earnest for
            2005. Two strong years in 2003 and 2004 has strengthened the asset
            quality of the agricultural portfolio. Increased fuel and fertilizer
            costs will remain a concern for the agricultural community in 2005.
            Agricultural and agricultural real estate portfolios comprise almost
            22.5% of the bank's loan portfolio.

            Commercial activity has been the slowest with competition being
            extremely high. This places pressure on the interest income yields
            to keep pace with the increases in the cost of funds. A slight
            tightening of the margin has occurred during 2004 and first quarter
            2005. This is discussed more in Item 3 Market Risk.

            The bank has not been aggressively pricing its deposits. The
            decrease in deposits has come from run off of the CD portfolio,
            particularly in public funds. The bank maintains rates to be in the
            middle of the market rather than the high end. This strategy is used
            to match what is occurring on the asset side of the balance sheet.
            The bank could quickly adjust its stategy if and when loan demand
            increases.

            MATERIAL CHANGES IN RESULTS OF OPERATIONS

            The income statement shows yields on all portfolios have increased
            compared to 2004. Overall net interest income is lower by $272
            thousand for the three months ended March 2005 from 2004 income.
            Maintaining the margin is an important part of the ongoing
            profitability of the company. The margin had a 3 basis point
            decrease when comparing year to date 2005 to 2004.

            Net income for the year is up $27 thousand over 2004. The largest
            determinant for the improved profitability in 2005 is the lower loan
            loss provision, $96 thousand compared to $416 thousand,
            respectively. Past dues continue to be at low levels for the bank
            and improved asset quality continues to remain a focus. Unrealized
            gain on securites has experienced an almost $2 million swing to a
            loss position with the rising rate environment. The bank does not
            plan on selling any of those investments to realize the loss. Net
            income per share ends slightly higher for the quarter at $1.56
            compared to $1.54 for March ended 2004.

            The company is focusing on growth for 2005. With the improved asset
            quality, increased support staff and SOX 404 compliance completed,
            the direction of the company is to expand its operations.

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

<TABLE>
<S>                                                  <C>
Primary Ratio                                        12.33%
Tier I Leverage Ratio                                11.43%
Risk Based Capital Tier 1                            15.93%
Total Risk Based Capital                             17.18%
Stockholders' Equity/Total Assets                    11.27%
</TABLE>

ITEM 3      MARKET RISK

            Market risk is the exposure to loss resulting from changes in
            interest rates and equity prices. The primary market risk to which
            the Company is subject 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 term borrowings 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,

                                       5
<PAGE>

ITEM 3      MARKET RISK (Continued)

            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 for the Company. 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. The Company employs a sensitivity analysis in the
            form of a net interest rate shock as shown in the table following.

<TABLE>
<CAPTION>
Interest Rate Shock on Net                                          Interest Rate Shock on
Interest Margin                                                      Net Interest Income
Net Interest                    %Change to    Rate        Rate     Cumulative    %Change to
Margin (Ratio)                  Flat Rate   Direction  Changes by  Total ($000)  Flat Rate
- --------------                  ----------  ---------  ----------  ------------  ---------
<S>                             <C>         <C>        <C>         <C>           <C>
3.97%                               1.422%    Rising       3.000%       6,543      -0.021%
3.94%                               0.695%    Rising       2.000%       6,526      -0.280%
3.92%                              -0.046%    Rising       1.000%       6,509      -0.552%
3.92%                               0.000%    Flat         0.000%       6,545       0.000%
3.97%                               1.372%    Falling     -1.000%       6,672       1.944%
3.84%                              -2.019%    Falling     -2.000%       6,472      -1.109%
3.63%                              -7.266%    Falling     -3.000%       6,145      -6.110%
</TABLE>

            As the table shows, should rates increase as predicted, the bank's
            exposure to interest rate risk is minimal. 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. With the rate
            change increases that have occurred during the last quarter, the
            bank did experience a decrease in net interest income as predicted
            with the December table and reflected in the positive numbers shown
            for a 100 basis point falling rate shock. Very little movement of
            interest bearing asset or liability balances has occurred during the
            last quarter that would effect the maturity or pricing of those
            instruments. The falling rate scenario shows the highest risk on a
            300 basis point drop. With the Federal Reserve upward movement that
            has occurred so far this year, this scenario seems most unlikely.

ITEM 4      CONTROLS AND PROCEDURES

            As of March 31 2005, 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, 2005. There have been no significant
            changes in the Company's internal controls that occurred for the
            quarter ended March 31, 2005.

PART II

ITEM 1      LEGAL PROCEEDINGS

            None

ITEM 2      CHANGES IN SECURITIES AND USE OF PROCEEDS

            None

ITEM 3      DEFAULTS UPON SENIOR SECURITIES

            None

                                       6
<PAGE>

ITEM 4      SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

            None

ITEM 5      OTHER INFORMATION

            Richard Lis has joined the company as Chief Lending Officer. He
            replaces Daniel Schutt who left the company to assume the presidency
            at another financial institution. Mr. Lis brings many years of
            banking experience, especially in the credit adminstration area. He
            was worked at community banks and also larger institutions.

ITEM 6      EXHIBITS

            3.1   Articles of Incorporation of the Registrant (incorporated by
                  reference to Registrant's Quarterly Report on Form 10-Q filed
                  with the Commission on May 10, 2004)

            3.2   Code of Regulations of the Registrant (incorpoated by
                  reference to Registrant's Quarterly Report on Form 10-Q filed
                  with the Commission on May 10, 2004)

            10.1  Change in Control Agreement executed by and between the
                  Company and Paul S. Siebenmorgen on February 18, 2005,
                  incorporated by reference to Exhibit 10.1 of the Company's
                  Form 8-K filed with the Commission on February 22, 2005.

            10.2  Change in Control Agreement executed by and between the
                  Company and Barbara J. Britenriker on February 18, 2005,
                  incorporated by reference to Exhibit 10.2 of the Company's
                  Form 8-K filed with the Commission on February 22, 2005.

            10.3  Change in Control Agreement executed by and between the
                  Company and Edward A. Leininger on February 18, 2005,
                  incorporated by reference to Exhibit 10.3 of the Company's
                  Form 8-K filed with the Commission on February 22, 2005.

            10.4  Change in Control Agreement executed by and between the
                  Company and Rex D. Rice on February 18, 2005, incorporated by
                  reference to Exhibit 10.4 of the Company's Form 8-K filed with
                  the Commission on February 22, 2005.

            10.5  Employment Agreement by and between the Company and Paul S.
                  Siebenmorgen, dated May 7, 2004, incorporated by reference to
                  exhibit 10.5 of the Company's Form 8-K filed with the
                  Commission on February 22, 2005.

            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

                                       7
<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, theeunto duly authorized.

                                          Farmers & Merchants Bancorp, Inc.,

Date: April 27, 2005                      By: /s/ Paul S. Siebenmorgen

                                              Paul S. Siebenmorgen
                                              President and CEO

Date: April 27, 2005                      By: /s/ Barbara J. Britenriker

                                              Barbara J. Britenriker
                                              Exec. Vice-President and CFO

                                       8
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EX.NO              DESCRIPTION
- -----   ----------------------------------
<S>     <C>
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
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>k94656exv31w1.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

Exhibit 31.1

                                 CERTIFICATIONS

I, Paul S. Siebenmorgen, President and CEO of Farmers & Merchants Bancorp, Inc.,
certify that:

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

      2     Based on my knowledge, this 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 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 report;

      4     The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) and
            internal control over financial reporting (as defined in the
            Exchange Acts Rules 13a-15(f) and 15d-15(f) for the registrant and
            have:

            a.    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, 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 report is being prepared;

            b.    Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

            c.    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            d.    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect the registrant's internal control over financial
                  reporting; and

      5     The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent functions):

            a.    All significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b.    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: April 27, 2005                      /s/ Paul S. Siebenmorgen
                                          --------------------------------------
                                          Paul S. Siebenmorgen
                                          President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>k94656exv31w2.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

Exhibit 31.2

                                 CERTIFICATIONS

I, Barbara J. Britenriker, Executive Vice-President and CFO of Farmers &
Merchants Bancorp, Inc., certify that:

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

      2     Based on my knowledge, this 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 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 report;

      4     The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) and
            internal control over financial reporting (as defined in the
            Exchange Acts Rules 13a-15(f) and 15d-15(f) for the registrant and
            have:

            a.    Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, 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 report is being prepared;

            b.    Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

            c.    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            d.    Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect the registrant's internal control over financial
                  reporting; and

      5     The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent functions):

            a.    All significant deficiencies and material weaknesses in the
                  design or operation of internal controls over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            b.    Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: April 27, 2005                      /s/ Barbara J. Britenriker
                                          --------------------------
                                          Barbara J Britenriker
                                          Executive Vice President and
                                          Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>k94656exv32w1.txt
<DESCRIPTION>SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

Exhibit 32.1

                ADDITIONAL EXHIBIT CERTIFICATIONS - ITEM 601(b)

                  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, 2005, as filed with the Securities and
Exchange Commission ("the report"), I, Paul S. Siebenmorgen, 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 27, 2005                      /s/ Paul S. Siebenmorgen
                                          -----------------------------------
                                          Paul S. Siebenmorgen, President and
                                          Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>k94656exv32w2.txt
<DESCRIPTION>SECTION 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 September 30, 2004, as filed with the Securities
and Exchange Commission ("the report"), I, Barbara J. Britenriker, Exec.
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 27, 2005              /s/ Barbara J. Britenriker
                                  ------------------------------------------
                                  Barbara J. Britenriker, Exec. Vice President
                                  and Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
