FORM 10-C

Securities and Exchange Commission
Washington, D.C.  20549

Report by issuer of securities quoted on The Nasdaq Stock Market, filed 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and 
Rule 13a-17 or 15d-17 thereunder.

CITY HOLDING COMPANY
Exact Name of Issuer as Specified in Charter

3601 MACCORKLE AVENUE, S.E., CHARLESTON, WEST VIRGINIA 25304 
Address of Principal Executive Offices

304/925-6611
Issuer's Telephone Number Including Area Code

I.   Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1.   Title of Security COMMON STOCK, PAR VALUE $2.50 PER SHARE

2.   Number of Shares outstanding before the change   3,777,738

3.   Number of Shares outstanding after the change    4,632,766

4.   Effective date of change AUGUST 31, 1995

5.   Method of change  ACQUISITION
Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)
Give brief description of transaction REGISTRANT ISSUED 855,028 SHARES IN
CONNECTION WITH ACQUISITION OF FIRST MERCHANTS BANCORP, INC.

II.  Change in Name of Issuer

1.   Name Prior to change

2.    Name after change

3.    Effective date of charter amendment changing name

4.   Date of shareholder approval of change, if required

9/8/95           /s/ Dawn Woolsey, Chief Accounting Officer
Date                     Officer's Signature and Title