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<SEC-DOCUMENT>0000950124-06-004083.txt : 20060801
<SEC-HEADER>0000950124-06-004083.hdr.sgml : 20060801
<ACCEPTANCE-DATETIME>20060801153433
ACCESSION NUMBER:		0000950124-06-004083
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20060630
FILED AS OF DATE:		20060801
DATE AS OF CHANGE:		20060801

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:		06994366

	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>k07278e10vq.txt
<DESCRIPTION>QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2006
<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 June 30, 2006

                                       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)

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

<TABLE>
<S>                                                               <C>
307-11 North Defiance Street, Archbold, Ohio                        43502
  (Address of principal executive offices)                        (Zip Code)
</TABLE>

                                 (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 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 check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).

Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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

<TABLE>
<S>                                              <C>
Common Stock, No Par Value                                  5,189,000
           Class                                 Outstanding as of July 28, 2006
</TABLE>

<PAGE>

                        FARMERS & MERCHANTS BANCORP, INC.
                                      INDEX
<TABLE>
<CAPTION>
 Form 10-Q
   Items                                                                    Page
- -----------                                                                -----
<S>           <C>                                                          <C>
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

              Condensed Consolidated Balance Sheets-
                 June 30, 2006, December 31, 2005, June 30, 2005               1

              Condensed Consolidated Statements of Net Income-
                 Three Months and Six Months Ended June 30, 2006 and
                 June 30, 2005                                                 2

              Condensed Consolidated Statements of Cash Flows-
                 Six Months Ended June 30, 2006 and June 30, 2005              3

              Notes to Condensed Financial Statements                          4

Item 2.       Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                         4-6

Item 3.       Market Risk                                                      7

Item 4.       Controls and Procedures                                          8

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                8

Item 1A.      Risk Factors                                                     8

Item 2.       Unregistered Sales of Equity Securities and Use of
                 Proceeds                                                      8

Item 3.       Defaults Upon Senior Securities                                  8

Item 4.       Submission of Matters to a Vote of Security Holders            8-9

Item 5.       Other Information                                                9

Item 6.       Exhibits                                                         9

Signatures                                                                    10

Exhibit 3.1   Amended Articles of Incorporation of Farmers & Merchants
                 Bancorp, Inc.                                             11-13

Certifications Under Section 302                                           14-15

Exhibit 32.   Additional Exhibit - Certifications Under Section 906           16
</TABLE>

<PAGE>

ITEM 1 FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                            (in thousands of dollars)

<TABLE>
<CAPTION>
                                                                       June 30, 2006   Dec 31, 2005
                                                                       -------------   ------------
<S>                                                                    <C>             <C>
ASSETS:
Cash and due from banks                                                  $ 15,221        $ 20,056
Interest bearing deposits with banks                                          311           2,533
Federal funds sold                                                            822               0
Investment Securities:
   U.S. Treasury                                                            2,366           2,355
   U.S. Government                                                        110,113         138,358
   State & political obligations                                           54,717          62,891
   All others                                                               3,947           3,838
Loans and leases (Net of reserve for loan losses of
   $5,268 & $5,388 respectively)                                          485,209         458,704
Bank premises and equipment-net                                            14,507          14,874
Accrued interest and other assets                                          16,771          17,336
                                                                         --------        --------
         TOTAL ASSETS                                                    $703,984        $720,945
                                                                         ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
   Deposits:
         Noninterest bearing                                             $ 49,867        $ 64,791
         Interest bearing                                                 493,497         511,506
   Federal funds purchased and securities
      sold under agreement to repurchase                                   40,774          21,158
   Other borrowed money                                                    29,562          34,952
   Accrued interest and other liabilities                                   6,077           5,950
                                                                         --------        --------
      Total Liabilities                                                   619,777         638,357

SHAREHOLDERS' EQUITY:
   Common stock, no par value - authorized 6,500,000
      shares; issued 5,189,000 shares                                      12,677          12,677
   Treasury Stock - 7,080 shares, Unearned stock awards 3,920 shares
      and for Dec. 31, 2005 - 80 shares, Unearned stock 3,920 shares         (279)           (115)
   Undivided profits                                                       74,491          71,933
   Accumulated other comprehensive income (expense)                        (2,682)         (1,907)
                                                                         --------        --------
      Total Shareholders' Equity                                           84,207          82,588

LIABILITIES AND SHAREHOLDERS' EQUITY                                     $703,984        $720,945
                                                                         ========        ========
</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements.

Note: The December 31, 2005 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, except per share data)

<TABLE>
<CAPTION>
                                                              Three Months Ended               Six Months Ended
                                                        -----------------------------   -----------------------------
                                                        June 30, 2006   June 30, 2005   June 30, 2006   June 30, 2005
                                                        -------------   -------------   -------------   -------------
<S>                                                     <C>             <C>             <C>             <C>
INTEREST INCOME:
   Loans and leases                                      $    8,654      $    7,615      $   16,742      $   15,339
   Investment Securities:
      U.S. Treasury securities                                   18              32              36              67
      Securities of U.S. Government agencies                  1,109             965           2,359           1,897
      Obligations of states and political subdivisions          538             508           1,118           1,012
      Other                                                      51              44             109              85
   Federal funds                                                 31              --             101               1
   Deposits in banks                                              3              42               6              91
                                                         ----------      ----------      ----------      ----------
         Total Interest Income                               10,404           9,206          20,471          18,492
INTEREST EXPENSE:
   Deposits                                                   3,733           2,796           7,301           5,478
   Borrowed funds                                               652             363           1,243             699
         Total Interest Expense                               4,385           3,159           8,544           6,177
NET INTEREST INCOME BEFORE
   PROVISION FOR LOAN LOSSES                                  6,019           6,047          11,927          12,315
PROVISION FOR LOAN LOSSES                                        15            (205)            (35)           (109)
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                  6,004           6,252          11,962          12,424
OTHER INCOME:
   Service charges                                              952             978           1,746           1,665
   Other                                                        698             689           1,308           1,281
   Net securities gains (losses)                                (29)             --              (9)             --
                                                         ----------      ----------      ----------      ----------
                                                              1,621           1,667           3,045           2,946
OTHER EXPENSES:
   Salaries and wages                                         2,100           2,147           4,100           4,194
   Pension and other employee benefits                          604             564           1,233           1,100
   Occupancy expense (net)                                      159             166             294             329
   Other operating expenses                                   2,074           2,033           3,926           3,992
                                                         ----------      ----------      ----------      ----------
                                                              4,937           4,910           9,553           9,615
                                                         ----------      ----------      ----------      ----------
INCOME BEFORE FEDERAL INCOME TAX                              2,688           3,009           5,454           5,755
FEDERAL INCOME TAXES                                            721             803           1,468           1,515
                                                         ----------      ----------      ----------      ----------
NET INCOME                                                    1,967           2,206           3,986           4,240
                                                         ==========      ==========      ==========      ==========
OTHER COMPREHENSIVE INCOME (NET OF TAX):
   Unrealized gains (losses) on securities                     (624)            835            (774)           (640)
COMPREHENSIVE INCOME (EXPENSE)                           $    1,343      $    3,041      $    3,212      $    3,600

NET INCOME PER SHARE                                     $     0.38      $     0.42      $     0.77      $     0.82
   Based upon average weighted shares outstanding of:     5,192,689       5,200,000       5,194,304       5,200,000
DIVIDENDS DECLARED                                       $     0.15      $     0.11      $     0.28      $     0.23
</TABLE>

No disclosure of diluted earnings per share is required as shares are
antidiluted as of quarter end.

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>
                                                                    Six Months Ended
                                                             -----------------------------
                                                             June 30, 2006   June 30, 2005
                                                             -------------   -------------
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                  $  3,986        $  4,240
   Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities:
         Depreciation and amortization                              554             604
         Premium amortization                                       404             616
         Discount amortization                                     (148)            (54)
         Provision for loan losses                                  (35)           (109)
         Provision (Benefit) for deferred income taxes               --             330
         Gain (Loss) on sale of fixed assets                        (31)             33
         (Gain) Loss on sale of investment securities                 9              --
         Changes in Operating Assets and Liabilities:
            Accrued interest receivable and other assets            964            (634)
            Accrued interest payable and other liabilities          163             736
                                                               --------        --------
      Net Cash Provided by Operating Activities                   5,866           5,762
CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                            (156)           (380)
   Net (increase) decrease in Federal Funds Sold                   (822)             --
   Proceeds from sale of fixed assets                                --              --
   Proceeds from maturities of investment securities:            35,431          15,114
   Proceeds from sale of investment securities:                   4,777              --
   Purchase of investment securities                             (5,318)        (20,053)
   Net (increase) decrease in loans and leases                  (26,470)          8,460
                                                               --------        --------
      Net Cash Provided (Used) by Investing Activities            7,442           3,141
CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in deposits                          (32,933)        (12,127)
   Net change in short-term borrowings                           19,616           1,050
   Increase in long-term borrowings                                  --              --
   Payments on long-term borrowings                              (5,390)           (425)
   Purchase of Treasury stock                                      (164)             --
   Payments of dividends                                         (1,494)         (1,300)
                                                               --------        --------
      Net Cash Provided (Used) by Financing Activities          (20,365)        (12,802)
                                                               --------        --------
Net change in cash and cash equivalents                          (7,057)         (3,899)
Cash and cash equivalents - Beginning of year                    22,589          24,256
                                                               --------        --------
CASH AND CASH EQUIVALENTS - END OF THE YEAR                    $ 15,532        $ 20,357
                                                               ========        ========

RECONCILIATION OF CASH AND CASH EQUIVALENTS:
   Cash and cash due from banks                                $ 15,221        $ 15,409
   Interest bearing deposits                                        311           4,948
                                                               --------        --------
                                                               $ 15,532        $ 20,357
                                                               ========        ========
</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 six months ended June 30, 2006 are not necessarily indicative of the
     results that are expected for the year ended December 31, 2006. 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, 2005.

     The Company's Board of Directors declared a 4 for 1 stock split effective
     May 12, 2006. Therefore, all references in the financial statements and
     other disclosures related to the number of shares and per share amounts of
     the Company's stock have been retroactively restated to reflect the
     increased number of shares outstanding.

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.

     CRITICAL ACCOUNTING POLICY AND ESTIMATES

     The Company's consolidated financial statements are prepared in accordance
     with accounting principles generally accepted in the United States of
     America, and the Company follows general practices within the industries in
     which it operates. At times the application of these principles requires
     Management to make assumptions estimates and judgments that affect the
     amounts reported in the financial statements. These assumptions, estimates
     and judgments are based on information available as of the date of the
     financial statements. As this information changes, the financial statements
     could reflect different assumptions, estimates and judgments. Certain
     policies inherently have a greater reliance on assumptions, estimates and
     judgments and as such have a greater possibility of producing results that
     could be materially different than originally reported. Examples of
     critical assumptions, estimates and judgments are when assets and
     liabilities are required to be recorded at fair value, when a decline in
     the value of an asset not required to be recorded at fair value warrants an
     impairment write-down or valuation reserve to be established, or when an
     asset or liability must be recorded contingent upon a future event.

     Based on the valuation techniques used and the sensitivity of financial
     statement amounts to assumptions, estimates, and judgments underlying those
     amounts, management has identified the determination of the Allowance for
     Loan and Lease Losses (ALLL) and the valuation


                                        4

<PAGE>

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

     of its Mortgage Servicing Rights as the accounting areas that requires the
     most subjective or complex judgments, and as such could be the most subject
     to revision as new information becomes available.

     The ALLL represents management's estimate of credit losses inherent in the
     Bank's loan portfolio at the report date. The estimate is composite of a
     variety of factors including past experience, collateral value and the
     general economy. ALLL includes a specific portion, a formula driven
     portion, and a general nonspecific portion.

     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

     The bank experienced continued improvement in loan growth in the second
     quarter of $12 million, which is very similar to the first quarter of $14
     million for a year to date total of $26 million. Commercial loans were the
     largest contributor to the portfolio with a second quarter increase of $13
     million. Commercial real estate increased by $4 million in the quarter and
     all other loans in the portfolio experienced only minor increases or
     decreases. The average year to date loan to deposit ratio at second quarter
     end was 83.6% while the first quarter end was 81.3% and December was at
     82.1%. The bank continued to decrease their investment portfolio by $22
     million in the second quarter, combined with the $14 million from the first
     quarter, for a total of $36 million to help fund the loan growth. This was
     a better alternative than raising more expensive money in the CD markets.
     Overall, the Company assets are down $9.0 million from month end March 2006
     and $17.4 million to year end December 2005.

     The reserve for possible loan loss was decreased in the second quarter due
     to the continued improvement in past due ratios coupled with strong loan
     quality in the portfolio. The past due ratios by month end were June at
     0.73%, month end March at 1.16% and month end December at 1.37%
     respectively.

     Deposit production was down $20 million in the second quarter, while the
     first quarter was down $13 million for a year to date total of $33 million.
     The bank was not the most aggressive in pricing due to the availability of
     the investment portfolio and expensive competitor rates. This decrease
     comes mainly from the consumer portfolio CD base. The bank carried a
     "special" throughout the quarter. The bank focused on having or
     establishing a relationship (checking) account tied to CD programs. The
     goal was to offset the expensive CD money with a lower cost of funds and
     generate the opportunity for additional fee income. While CD's have left,
     checking accounts have increased approximately $1.5 million compared to a
     year ago. The program has brought to light just how many customers are rate
     shoppers only, without maintaining a full relationship.

     The Company continues to look for opportunities to provide services our
     customers want that aid in the profitability of the company. The net
     interest margin for December 2005 was at 3.79% with March dropping to 3.66%
     and June's being 3.70%. Some impact with the increase in loans has helped
     off set the higher cost of funds being impacted by continued Fed rate
     increases. The bank continues to focus it's attention on non interest
     income and ways to reduce the non interest expense side.

     The Board of Directors proposed and recommended to the stockholders of the
     Company, an increase in the number of shares of stock in the Company. They
     presented a 4:1 stock split and the stockholders voted in favor of the
     increased number of authorized shares to facilitate the split which was
     done on May 12, 2006.


                                        5

<PAGE>

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

     MATERIAL CHANGES IN RESULTS OF OPERATIONS

     The income statement shows the effects of the tightening of the interest
     margin. Interest income for the six months ended June 2006 was $20.4
     million while June 2005 was $18.5 million or $1.9 million increase which
     reflects the increase in the loan portfolio balances and higher loan rates.
     This is however off set by increased interest rates on deposits of $2.3
     million for a net interest decrease of $400 thousand over the six months
     ended June year to year.

     Total non interest income reflects a 6.5% increase over the six months of
     June 2006 and June 2005. The primary contributions to the $187 thousand
     increase were in customer service fees, overdraft checking charges and gain
     on sale of assets. The total non interest expense reflects only a 1.3%
     increase or $121 thousand for the six months ended June 2006 to June 2005
     time frames. Employee group insurance cost continues to go up, just the
     same as for all companies across the United States. Consulting fees on the
     overdraft checking program are higher for the six months ended June 2006
     compared to June 2005. The bank was able to decrease or control some areas
     of expense compared to the prior year period. Auditing & examinations were
     $78 thousand lower, FDIC assessments were $90 thousand less due to lower
     rates in the current year. The provision for overdraft losses was much less
     in the six months ended June 2006 with being in the second year of offering
     overdraft privilege. Provision was higher in 2005 with the establishment of
     the original reserve for the overdraft privilege program.

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

<TABLE>
<S>                                 <C>
Primary Ratio                       13.13%
Tier I Leverage Ratio               12.26%
Risk Based Capital Tier 1           16.55%
Total Risk Based Capital            17.72%
Stockholders' Equity/Total Assets   11.96%
</TABLE>


                                        6
<PAGE>

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, 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 Net
       Interest Margin                                        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>
     3.81%         -6.623%     Rising         3.000%       13,507        -6.981%
     3.90%         -4.388%     Rising         2.000%       13,848        -4.633%
     3.99%         -2.180%     Rising         1.000%       14,186        -2.306%
     4.08%          0.000%     Flat           0.000%       14,521         0.000%
     4.07%         -0.279%     Falling       -1.000%       14,484        -0.251%
     4.03%         -1.215%     Falling       -2.000%       14,280        -1.661%
     3.96%         -2.772%     Falling       -3.000%       13,980        -3.726%
</TABLE>

     A slight improvement has occurred in the net interest margin in the flat
     rate environment as predicted due to loan growth. Current predicted margin
     in a flat rate environment is 4.08% as compared to March's 3.93%. All
     levels of exposure are well within the guidelines set by the risk
     committee. With the well capitalized position of the Company along with the
     low amount of risk indicated by the shock table, the Company can take some
     additional risk with minimal consequences. The bank will continue to
     analyze if a slight leveraging of the balance sheet by borrowing funds
     would be beneficial to fund loan growth or if raising the dollars within
     the communities that are served would be more economical.

     The net interest margin represents the forecasted twelve month margin. All
     of the predicted rates are higher than the current net interest margin,
     indicating the bank will continue to see improvement in the margin. As
     noted previously, the bank has experienced a slight improvement in the net
     interest margin in the second quarter as compared to the first. The Company
     remains committed to improve profitability through growth, both within the
     loan portfolio and in core deposits. Changing the mix and yields to improve
     profitability is the strategy the Company will continue to follow.


                                        7

<PAGE>

ITEM 4 CONTROLS AND PROCEDURES

     As of June 30, 2006, 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 June 30, 2006.
     There have been no significant changes in the Company's internal controls
     that occurred for the quarter ended June 30, 2006.

PART II

ITEM 1 LEGAL PROCEEDINGS

     None

ITEM 1A There have been no material changes in the risk factors disclosed by
        Registrant in its Report on Form 10-K for the fiscal year ended December
        31, 2005.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

<TABLE>
<CAPTION>
                                                        (c) Total Number of Shares      (d) Maximum Number of Shares
              (a) Total Number    (b) Average Price   Purchased as Part of Publicly   that may yet be purchased under
  Period    of Shares Purchased     Paid per Share      Announced Plan or Progams          the Plans or Programs
- ---------   -------------------   -----------------   -----------------------------   -------------------------------
<S>         <C>                   <C>                 <C>                             <C>
4/1/2006
to
4/30/2006            --                     --                      --                           18,576

5/01/2006
to
5/31/2006          4,000                $23.75                   4,000                           14,576

6/01/2006
    to
6/30/2006          1,576                $23.00                   1,576                           13,000
                   -----                ------                   -----                           ------
Total              5,576                $23.54                   5,576(1)                        13,000(2)
                   =====                ======                   =====                           ======
</TABLE>

(1)  The Company purchased these shares pursuant to a stock repurchase program
     publicly announced on December 19, 2005. On that date, the Board of
     Directors authorized the repurchase of 5,000 common shares between January
     1, 2006 and December 31, 2006.

(2)  The four-for one stock split effected by the Board of Directors on May 12,
     2006 effectively increased the aggregate number of shares authorized for
     repurchase to 20,000.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

     None

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     The Annual Meeting of Shareholders of Farmers & Merchants Bancorp, Inc. was
     held on April 22, 2006. The following directors were elected to a new term
     of office:

Dexter L. Benecke
Joe E. Crossgrove
Steven A. Everhart
Robert G. Frey
Jack C. Johnson
Dean E. Miller
Anthony J. Rupp
David P. Rupp Jr.
James C. Saneholtz
Kevin J. Sauder
Merle J. Short
Paul S. Siebenmorgen
Steven J. Wyse
Betty K. Young

     Matters voted on at this meeting were:

     1. A proposal to increase the number of Authorized Common Shares to 6.5
     million. The results of the voting on this proposal are as follows:

   For      Against   Passed
- ---------   ------    ------

1,023,201   104,174      X


                                        8

<PAGE>

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS (continued)

     2. A proposal to amend the Corporation's Articles of Incorporation to allow
     future amendment thereto by a 66 2/3% vote of the shares voted, but not
     less than a Simple Majority of all of the voting power of the Corporation.

     The results of the voting on this proposal are as follows:

<TABLE>
<CAPTION>
  For     Against   Broker Non-Vote   Passed
- -------   -------   ---------------   ------
<S>       <C>       <C>               <C>
929,462   142,004        55,909          X
</TABLE>

     3. A proposal to elect fourteen (14) directors of the Corporation

     The results of the voting on this proposal are as follows:

<TABLE>
<CAPTION>
                          For      Withhold
                       ---------   --------
<S>                    <C>         <C>
Dexter L. Benecke      1,122,165     5,210
Joe E. Crossgrove      1,119,456     7,919
Steven A. Everhart     1,106,351    21,024
Robert G. Frey         1,104,366    23,009
Jack C. Johnson        1,104,034    23,341
Dean E. Miller         1,122,340     5,035
Anthony J. Rupp        1,099,764    27,611
David P. Rupp Jr.      1,119,571     7,804
James C. Saneholtz     1,113,971    13,404
Kevin J. Sauder        1,103,632    23,743
Merle J. Short         1,121,590     5,785
Paul S. Siebenmorgen   1,101,100    26,275
Steven J. Wyse         1,112,333    15,042
Betty K. Young         1,073,526    53,849
</TABLE>


ITEM 5 OTHER INFORMATION

ITEM 6 EXHIBITS

<TABLE>
<S>    <C>
3.1    Amended Articles of Incorporation of the Registrant

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

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>


                                        9

<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: July 26, 2006                     By: /s/ Paul S. Siebenmorgen
                                            ------------------------------------
                                            Paul S. Siebenmorgen
                                            President and CEO


Date: July 26, 2006                     By: /s/ Barbara J. Britenriker
                                            ------------------------------------
                                            Barbara J. Britenriker
                                            Exec. Vice-President and CFO


                                       10

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                              Description
- -----------                              -----------
<S>           <C>
 3.1          Amended Articles of Incorporation of the Registrant

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

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-3.1
<SEQUENCE>2
<FILENAME>k07278exv3w1.txt
<DESCRIPTION>AMENDED ARTICLES OF INCORPORATION OF THE REGISTRANT
<TEXT>
<PAGE>

                                                                     Exhibit 3.1

AMENDED
ARTICLES OF INCORPORATION
OF
FARMERS & MERCHANTS BANCORP, INC.
(Article FOURTH Amended and Article NINTH Added Effective April 28, 2006)

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 where 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 number of shares which the Corporation is authorized to have
outstanding is 6,500,000 shares all of which shall be common shares, without par
value (the "Shares."). The holders of the Shares are entitled at all times,
except in the election of directors where the Shares may be voted cumulatively,
to one (1) vote for each Share and to such dividends as the Board of Directors
(herein called the "Board") may in its discretion periodically declare. In the
event of any liquidation, dissolution or winding up of the Corporation, the
remaining assets of the Corporation after the payment of all debts and necessary
expenses shall be distributed among the holders of the Shares pro rata in
accordance with their respective Share holdings.

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>

Exhibit 3.1 (continued)

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 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; (ii) 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,

<PAGE>

Exhibit 3.1 (continued)

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 communities 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.

NINTH: Except as otherwise required by these Articles and notwithstanding any
provision of law requiring any greater affirmative vote, any amendments to these
Articles may be made, by the affirmative vote of the holders of 66 2/3% of the
total number of shares voted with respect to such proposed amendment, including
for the purposes of this Article NINTH shares voted for, against or abstain, but
excluding any shares not voted, provided however, that the total number of
shares voted in favor of the amendment represent at least a simple majority of
the total voting power of the Corporation. In addition to the foregoing voting
requirements, any amendment of these Articles that is inconsistent with, or
would have the effect of altering or repealing the provisions of Article SIXTH
of the Corporation's Articles of Incorporation shall require the affirmative
vote of the holders of Shares that would be required to approve a transaction
under the provisions of Article SIXTH.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>k07278exv31w1.txt
<DESCRIPTION>RULE 13A-14(A) CERTIFICATION - CEO
<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-15(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: July 26, 2006                     /s/ Paul S. Siebenmorgen
                                        ----------------------------------------
                                        Paul S. Siebenmorgen
                                        President and Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>k07278exv31w2.txt
<DESCRIPTION>RULE 13A-14(A) CERTIFICATION - CFO
<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-15(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: July 26, 2006                     /s/ Barbara J. Britenriker
                                        ----------------------------------------
                                        Barbara J Britenriker
                                        Executive Vice President and
                                        Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>k07278exv32w1.txt
<DESCRIPTION>SECTION 1350 CERTIFICATION - CEO
<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 June 30, 2006, 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: July 26, 2006                     /s/ Paul S. Siebenmorgen
                                        ----------------------------------------
                                        Paul S. Siebenmorgen, President and
                                        Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>k07278exv32w2.txt
<DESCRIPTION>SECTION 1350 CERTIFICATION - CFO
<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 June 30, 2006, 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: July 26, 2006                     /s/ Barbara J. Britenriker
                                        ----------------------------------------
                                        Barbara J. Britenriker,
                                        Exec. Vice President
                                        and Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
