<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>k04685exv3.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
<TEXT>
<PAGE>


                                               FARMERS & MERCHANTS SEC FORM 8-K.
                                                                       EXHIBIT 3


                  AMENDMENT TO THE ARTICLES OF INCORPORATION OF

                        FARMERS & MERCHANTS BANCORP, INC.

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.

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.



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</DOCUMENT>
