Mail Stop 04-08


								March 24, 2005


By mail and fax to: (209) 367-2467

Stephen W. Haley
Executive Vice President and Chief Financial Officer
Farmers & Merchants Bancorp
111 West Pine Street
Lodi, California  95240

Re: Farmers & Merchants Bancorp

      Form 8-K filed March 18, 2005
      File No. 000-26099


Dear Mr. Haley,

   	The Staff has reviewed the above-referenced filing for
compliance with the requirements of Form 8-K and has the following
comments in that regard:

* Please revise to specifically state whether the former
accountant
resigned, declined to stand for re-election or was dismissed, as
required by Item 304(a)(1)(i) of Regulation S-K.  It is not
sufficient to state that the company "terminated" the relationship
with its former accountant, as that wording is unclear to a
reader;
and
* Please revise to include the letter from the former accountant
filed as Exhibit 16.  Refer to Item 304(a)(3) of Regulation S-K.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

   In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

   Please file an amendment via EDGAR in response to these
comments
within 10 business days of the date of this letter, unless
specified
otherwise, or contact us immediately if you require additional
time.
Such amendment should be filed under cover of Form 8-K/A and
should
include the ITEM 4 designation.  To expedite the processing of the
Form 8-K, please furnish a courtesy copy of the filing to the
undersigned.

You may direct any questions regarding these comments to me at
(202)
824-5398.


								Sincerely,



								Lisa Haynes
								Staff Accountant
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