May 28, 2008


Mail-Stop 4561


Mr. Charles R. Hageboeck
President and Chief Executive Officer
City Holding Company
25 Gatewater Road
Cross Lanes, WV 25313


Re:	City Holding Company
	Form 10-K (y/e December 31, 2007), Proxy Statement 2007
	Filed February 29, 2008 (Form 10-K), March 26, 2008 (Proxy
Statement)
	File No. 000-11733


Dear Mr. Hageboeck:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

Form 10-K
General
1. The Form 10-K is required to be also signed by the Principal
Accounting Officer. Please see General Instruction (D)(2)(a) of
Form
10-K. Please revise in future filings.


Exhibit 13, Portions of City Holding Company Annual Report to
Shareholders for Year Ended December 31, 2007
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 2
Net Interest Income, page 6

2. We refer to the first paragraph regarding tax equivalent net
interest income that states the decrease in average balances was
mitigated by an increase in the yield on previously securitized
loans
from 42.2% in 2006 to 69.1% in 2007.  In future filings, in
addition
to your reference to the "Previously Securitized Loans" section,
please discuss in this section:

* The specific reasons for the larger yields recognized on these
types of loans;

* The factors that resulted in the significant yearly volatility
in
their yields; and.

* The effect of the variability of the volume and yields of these
loans on the comparability of yearly and interim earnings results.

3. We refer to your discussion of interest income, exclusive of
interest income from previously securitized loans and to the
related
discussion of net interest margin, average yield and average
earning
assets that also exclude the effects of previously securitized
loans.
We also note your discussion and quantitative disclosure in the
"Previously Securitized Loans" section on pages 17 and 18 and in
Note
Six, "Previously Securitized Loans" on pages 38 and 29.   In
future
filings, please revise the discussion of these non-GAAP financial
measures to include the disclosure required by Item 10 of
Regulation
S-K including the following:

* A presentation that gives equal or greater prominence to the
most
directly comparable financial measure prepared in accordance with
GAAP;

* A quantitative reconciliation of the non-GAAP financial measure
to
the most directly comparable GAAP financial measure;

* A statement disclosing why management believes that this non-
GAAP
financial measure is useful to investors; and

* If material, a statement explaining the purposes for which
management uses this non-GAAP information.

Allowance and Provision for Loan Losses, page 14

4. We refer to the last paragraph on page 7 that states the
Company
started in 2005 to emphasize variable loan products and to Table
Five, "Loan Portfolio" on page 14 that shows the Company had real
estate mortgage loans totaling $602 million or 34% of total loans
as
of December 31, 2007.   Please tell us and discuss in future
filings
the following:

* The major terms and credit characteristics of your variable rate
mortgages including disclosure of any material concentrations of
sub-
prime, interest only or Option ARM loans.

* The current and expected future impact on your financial
operations
with respect to significant amount of variable rate loans with
interest rates that reset during the next twelve months.

* The effect of any significant decreases in the market value of
residential properties on the value of the underlying collateral
and
on your evaluation of the adequacy of the allowance for loan
losses.

5. We refer to Table Six, "Analysis of the Allowance for Loan
Losses"
on page 16.  Please indicate to us where you have included the
information required by Instruction (2) to Item IV of Industry
Guide
3 to provide, for each fiscal period presented, a brief
description
of the factors that management considered in determining the
increases in the yearly allowance through the provision.
Specifically tell us and provide in future filings the following
information:

* We note the "Allowance from acquisition" item for $3.3 million
in
2005, equal to 20% of the allowance for that year.  Please discuss
the nature and credit risk characteristics of the loans acquired
and
state your consideration of paragraph 4 of SOP 03-3 that prohibits
the carrying over of valuation allowances for loans acquired in a
transfer that fall under its scope.

* We refer to the line item "Reduction of allowance for loans
sold"
for $1.4 million in 2006.  Please state the nature, dollar amount
of
loans sold and disclose any recourse liabilities or repurchase
commitments incurred with respect to the sale.

6. We refer to the fifth paragraph on page 15 that states
approximately 70% of the non-performing loans at December 31, 2007
are due to a "softening of the real estate market" with respect to
a
residential development in Southern West Virginia.   Please tell
us
and discuss in future filings:

* The nature, repayment terms and extent of collateralization of
the
commercial loan.

* If it is a construction loan, please discuss the extent to which
the Company has the ability to recover the balance of the unpaid
loan
through the underlying collateral considering any major decreases
in
market value of similar properties.

7. We refer to Table Seven, "Non-Accrual, Past-Due and
Restructured
Loans" on page 17.  Please tell us where you have provided the
information required by Item III.C.2 of Industry Guide 3 regarding
potential problem loans as of December 31, 2007 for which
management
had known information about possible credit problems regarding the
borrower`s ability to comply with current repayment terms and
which
may result in their becoming non-performing loans in the short-
term.
Alternatively, tell us and state in future filings that there were
no
potential problem loans.

Off-Balance Sheet Arrangements, page 20

8. With a view towards disclosure in future filings, please
supplementally provide the staff with the disclosures regarding
revenue, expenses, and cash flows for aggregate off-balance sheet
activities for both 2006 and 2007 as required by Item
303(a)(4)(i)(C)
of Regulation S-K.


Financial Statements for the Three-year Period ended December 31,
2007
Note Twelve, Derivative Transactions, page 41

9. We refer to the statement that the Company has eight interest
rate
floors contracts with a notional amount of $600 million, seven of
which total $500 million of notional value are designated as cash
flow hedges.   Considering Note One, "Summary of Significant
Accounting and Reporting Policies, Derivative Financial
Instruments"
on page 32 states the Company has not entered into any fair value
hedges as of December 31, 2007, please tell us and state in future
filings your accounting policies with respect to the interest rate
floor contract with a notional value of $100 million and how the
derivative transaction is recorded in the income statement under
SFAS
133.



      *			*			*			*
      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

??the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review
of
your filing or in response to our comments on your filing.

	Any questions regarding the accounting comments may be
directed
to Edwin Adames at (202) 551-3447 or John Nolan at (202) 551-3492.
All other questions may be directed to Michael Clampitt at (202)
551-
3434 or to me at (202) 551-3619.



							Sincerely,


							Christian Windsor
							Special Counsel
							Financial Services Group

Mr. Charles R. Hageboeck
City Holding Company
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