8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)

May 10, 2006

CITY HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-17733

West Virginia	55-0169957
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

25 Gatewater Road, Cross Lanes, WV 25313

(Address of Principal Executive Offices, Including Zip Code)

304-769-1100

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

On May 10, 2006, City Holding Company held its Annual Meeting of Shareholders in Charleston, West Virginia, during which Charles R. (Skip) Hageboeck, President and Chief Executive Officer delivered a presentation regarding the Company’s financial performance. Copies of the slides used in the presentation are attached hereto as Exhibit 99.1.

This report, which is furnished under Item 7.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Copy of slide presentation at annual meeting of shareholders

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

Dated: May 11, 2006	City Holding Company
By:	/s/ David L. Bumgarner
	David L. Bumgarner
	Chief Financial Officer

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EX-99.1

Shareholder Annual Meeting

May 10, 2006

Forward Looking Statements

This news release contains certain forward-looking statements that are included pursuant to the safe harbor

provisions of the Private Securities Litigation Reform Act of 1995.  Such information involves risks and
uncertainties that could result in the Company’s actual results differing from those projected in the
forward-looking statements. Important factors that could cause actual results to differ materially from those
discussed in such forward-looking statements include, but are not limited to, (1) the Company may incur
additional loan loss provision due to negative credit quality trends in the future that may lead to a
deterioration of asset quality; (2) the Company may incur increased charge-offs in the future; (3)  the
Company may experience increases in the default rates on previously securitized loans that would result in
impairment losses or lower the yield on such loans; (4) the Company could have adverse legal actions of a
material nature; (5) the Company may face competitive loss of customers; (6) the Company may be unable
to manage its expense levels; (7) the Company may have difficulty in retaining key employees; (8) changes
in the interest rate environment may have results on the Company's operations materially different from
those anticipated by the Company's market risk management functions; (9) changes in general economic
conditions and increased competition could adversely affect the Company's operating results; (10) changes
in other regulations and government policies affecting bank holding companies and their subsidiaries,
including changes in monetary policies, could negatively impact the Company's operating results; and (11)
the Company may experience difficulties growing loan and deposit balances.  Forward-looking statements
made herein reflect management’s expectations as of the date such statements are made. Such information
is provided to assist stockholders and potential investors in understanding current and anticipated financial
operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances that arise after the date such statements are made.

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67 Locations

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805 Employees in West Virginia, Kentucky &

Ohio

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Largest Bank operating in Huntington/Ashland

MSA, Beckley, Lewisburg

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2^nd Largest Bank in Charleston MSA

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Strong Presences in Eastern Panhandle, Mason

Co., Clarksburg/Bridgeport

Key Markets

1^st & 10% Market Share

in Huntington WV/Ashland KY MSA

8% Market Share in Morgan,

Berkeley & Jefferson Co. WV

1^st & 30% Market Share

2^nd & 12% Market Share

in WV’s largest market

Themes in 2005:

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Changes in Management and Governance

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Consistently superior results

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Conservative Strategies

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Growth in slow-growth markets

New Management Team:

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Skip Hageboeck became CEO in February

2005

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Craig Stilwell became EVP-Retail in March

2005

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John DeRito became EVP-Commercial in July

2004

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Dave Bumgarner joined City in January

2005

Board Changes in 2005:

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Ned Payne elected Chairman in August 2005

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Executive Committee expanded in March 2006 to

include:

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Ned Payne, Chairman

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Sam Bowling, Vice-Chairman

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Skip Hageboeck, President & CEO

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Dallas Kayser, Chairman of Compensation

Committee

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Jay Goldman, Chairman of Governance

Committee

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Jim Rossi, Chairman of Audit Committee

1^st Best

* Rankings among 246 public banks $1-$10 Billion

Unequaled financial performance

                                         2004 2005

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ROA          2.10% 2.09%

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NIM                 4.29% 4.49%

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Efficiency Ratio            48.7% 46.7%

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Non-Int Rev/Total Rev          33% 34%

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Non-performing Loans/Loans     0.29% 0.27%

CHCO: Conservative Franchise

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Conservative Loan Portfolios

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Strong Asset Quality

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Exceptional Core Deposit Base

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Highly Liquid

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Very Efficient

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Strongly Capitalized

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Benefiting from rising rates

Loan to Deposits 83.6%

Loan to Deposits 92.0%

Sample of 222 publicly traded banks

and thrifts with assets between $1-$5
billion as of December 31, 2005

As of December 31, 2005

Conservative Loan Portfolio Mix

As of December 31, 2005

Sample of 222 publicly traded banks

and thrifts with assets between $1
and $5 billion

Strong Loan Quality

Source: Internal data as of December 31, 2005

Customer Profile: Retail Focused

Deposits: Low Cost and Stable

Data: December 31, 2005

Source: SNL, $1 to $5 Billion banks

Cost of Funds:

34%

21%

79%

66%

*As of December 31, 2005.

Non-interest income excludes
security gains

Sample of 222 publicly traded banks

and thrifts with assets between $1
and $5 billion as of December 31,
2005

Favorable Revenue Profile

2004 Efficiency Ratio adjusted to eliminate $5.5 million in revenue

from Legal Settlement and associated legal expenses of $500M;
Peers: Sample of 222 publicly traded banks and thrifts with assets
between $1 to $5 Billion as of December 31, 2005

91^st percentile

City is Highly Efficient

	12/31/05
Equity/Assets	11.7%
Tang Equity/Tang Assets	9.5%
Leverage Ratio	11.0%
Tier I Capital Ratio	15.4%
Total Risk-based Capital Ratio	16.4%

Strong Capital facilitates growth:

CHCO: Growth in slow-growth

markets

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Internal Loan Growth

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Internal Deposit Growth

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Improvements to Retail Distribution System

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Acquisition

Growth in Targeted Lines

of Business - Loans

8.0% CAGR (excluding acquisition) since December 2002

Growth in Deposits:

Transactional Accounts2002-2005

20% CAGR

2^nd Q 2001 to 4^th Q 2005

In addition to dramatic

growth in Fees:

City Gold

Checking

City continues to innovate to offer

the best products to our customers:

Restructuring the Retail

Delivery System

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Wal-Mart Strategy

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New Branches in growing areas of

existing markets

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DeNovo entry into contiguous markets

City’s Wal-Mart Strategy

Supports existing retail distribution outlets in

City’s major Markets:

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Charleston – Sept 2004

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Huntington – Sept 2004

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Beckley – May 2005

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Ashland – August 2005

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Ripley – 2007

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Hurricane – 2007

Wal-Mart Branches – average age

13 months

6.0% of City’s branches

4.6% of total branch expenses

3.6% of branch FTE’s  @ 3/31/06

0.3% of total deposit balances  @ 3/31/06

0.3% of total loan balances @ 3/31/06

3.8% of fee income as of 3/31/06

3.0% of all transactions are processed by

these branches

Branch Optimization

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April 2006

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Relocate Downtown Charleston branch

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May 2006

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Open new Branch in Charles Town, WV

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December 2006

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 New Branch in Martinsburg, WV

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2007-2008

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Additional branches in Eastern Panhandle

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Potential expansion into adjacent markets

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Additional Wal-Mart Locations

New Charleston Downtown Location: Deposits,

Mortgages, Executive Banking, Commercial,
Trust & Investments

Charles Town – City’s first

new branch in 10 years

Martinsburg Branch:

Opening December 2006

Classic Acquisition:

Closed May 20, 2005

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Added 10 Locations

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Added 79 Employees

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Added $338 million in assets

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Integration of Systems, Operations, and

Staff couldn’t have been accomplished
more successfully

Classic Results – June 2005 through

December 2005

Annualized net income - $5.8MM

Issued 1.472 million shares

Annualized EPS of $3.89/incremental

share issued for CLAS

NIM of 4.05%

Efficiency ratio of 37.7%

Non-interest revenue/total revenue ratio

of 23.1% (Improvement & Opportunity!)

Summary

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CHCO is highly profitable

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CHCO is a conservatively run

franchise

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Retail bank with strong core deposits

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Strong fee income

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Conservative loan portfolio

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Well capitalized

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Liquid

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CHCO is growing in ordinary

markets

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Loans, Deposits, Improved Distribution, and

Excess Capital Opportunities

•

Based on Price of $37.45 on May 4, 2006

** Based on average Analyst Estimate of $2.93

Pricing Metrics*

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Price to Book:

232%

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Price to Tangible Book:

292%

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Price to 2006 Projected Earnings**:

12.8x

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Institutional Ownership

37%