UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
        D.C.  20549
 
 FORM
        10-K/A
 (Amendment
        No. 1)
 
 TANNUAL REPORT PURSUANT
        TO SECTION 13 OR 15(d) OF
 THE
        SECURITIES EXCHANGE ACT OF 1934
 
 For
        the fiscal year ended December 31, 2006
 
 OR
 
 £TRANSITION REPORT
        PURSUANT TO SECTION 13 OR 15(D) OF THE
 SECURITIES
        EXCHANGE ACT OF 1934
 For
        the transition period from _________ to __________.
 
 Commission
        File Number:000-26099
 
 FARMERS
        & MERCHANTS BANCORP
 (Exact
        name of registrant as specified in its charter)
 
 Delaware
              
              94-3327828(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.  Employer
                  Identification No.)111
                  W. Pine Street, Lodi, California
              
              95240(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 Registrant's
        telephone number, including area code (209) 367-2300
 
 Securities
        registered pursuant to Section 12(b) of the Act:  None
 
 Securities
        registered pursuant to Section 12(g) of the Act:  Common Stock, $0.01 Par
        Value Per
        Share
  Indicate
          by check mark if the registrant
          is a well-known seasoned issuer, as defined in Rule 405 of the Securities
          Act.Yes £No T
 
 Indicate
          by check mark if the registrant
          is not required to file reports pursuant to Section 13 or Section 15(d)
          of the
          Act.Yes £No T
 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 TNo £
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-K or any amendment
        to this
        Form 10-K. T
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
        one):
 Large
        accelerated filer £Accelerated
        filer TNon-accelerated
        filer £
 
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Act)   Yes £No T
 The
        aggregate market value of the Registrant's common stock held by non-affiliates
        on June 30, 2006 (based on the last reported trade on June 29, 2006) was
        $437,367,315.
 
 The
        number of shares of Common Stock outstanding as of February 28, 2007:
        811,933
 
 Documents
        Incorporated by Reference:
 Portions
        of the definitive Proxy Statement for the 2007 Annual Meeting of Shareholders
        to
        be filed with the Securities and Exchange Commission pursuant to Regulation
        14A
        are incorporated by reference in Part III, Items 10 through 14.
  
 
  Explanatory
        Note
 
 We
        are
        filing Amendment No. 1 (this “Amendment”) to the Farmers & Merchants Bancorp
        (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2006
        (the “2006 Form 10-K”), which was originally filed on March 16, 2007, to amend
        Part II, Item 9A of our 2006 Form 10-K for the sole purpose of disclosing
        our
        officers’ conclusion regarding the effectiveness of disclosure controls and
        procedures which was inadvertently omitted.
 
 No
        other
        revisions or amendments have been made to any other portion of the Company’s
        2006 Form 10-K. This Amendment does not reflect events occurring after March
        16,
        2007, the date of the original filing of the 2006 Form 10-K, or modify or
        update
        those disclosures that may have been affected by subsequent
        events.
  
  Item
        9A. Controls and Procedures
 
 The
        Company maintains controls and procedures designed to ensure that all relevant
        information is recorded and reported in all filings of financial
        reports.  Such information is reported to the Company’s management,
        including its Chief Executive Officer and its Chief Financial Officer to
        allow
        timely and accurate disclosure based on the definition of “disclosure controls
        and procedures” in Rule 13a-15(e).  In accordance with Rule 13a-15(b)
        of the Exchange Act, we carried out an evaluation as of December 31, 2006
        under
        the supervision and with the participation of our management, including our
        Chief Executive Officer and Chief Financial Officer, of the effectiveness
        of the
        design and operation of our disclosure controls and procedures as defined
        in
        Rule 13a-15(e) under the Exchange Act.  Based on that evaluation, our
        Chief Executive Officer and Chief Financial Officer have concluded that our
        disclosure controls and procedures are effective as of December 31,
        2006.
 
 There
        have been no significant changes in the Company’s internal controls or in other
        factors that could significantly affect the internal controls subsequent
        to the
        date the Company completed its evaluation.
 
 Management’s
        report on internal control over financial reporting is set forth on page
        49 in
“Item 8. Financial Statements and Supplementary Data,” and is incorporated
        herein by reference.  Management’s assessment of the effectiveness of
        the Company’s internal control over financial reporting has been audited by
        Perry-Smith LLP, the independent registered public accounting firm that audited
        the Company’s 2006 Consolidated Financial Statements, as stated in its report,
        which is set forth on page 50 in “Item 8. Financial Statements and Supplementary
        Data,” and is incorporated herein by reference.
  
  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(Registrant)By
              /s/
                  Stephen W. HaleyDated:  December
                  24, 2007
              
              
              Stephen
                  W. HaleyExecutive
                  Vice President &Chief
                  Financial Officer
 
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities indicated on December 24, 2007.
 
 /s/
                Kent A. Steinwert
              
              President
                  and Chief Executive OfficerKent
                  A. Steinwert
              
              (Principal
                  Executive Officer)/s/
                Stephen W. Haley
              
              Executive
                  Vice President & Chief Financial OfficerStephen
                  W. Haley
              
              (Principal
                  Financial and Accounting  Officer)/s/
                  Ole R. Mettler
              
              /s/
                  James E. PodestaOle
                  R. Mettler, Chairman
              
              James
                  E. Podesta, Director/s/
                  Stewart Adams, Jr.
              
              /s/
                  Kevin SanguinettiStewart
                  Adams, Jr., Director
              
              Kevin
                  Sanguinetti, Director/s/
                Ralph Burlington
              
              /s/
                  Carl Wishek, Jr.Ralph
                  Burlington, Director
              
              Carl
                  Wishek, Jr., Director/s/
                Edward Corum, Jr.
              
              /s/
                Calvin SuessEdward
                  Corum, Jr., Director
              
              Calvin
                  Suess, Director
   Index
        to
        Exhibits
  Exhibit
                  No.
              
              Description31(a)
              
              Certification
                  of the Chief Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31(b)
              
              Certification
                  of the Chief Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32
              
              Certification
                  of the Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.