10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                  FORM 10-K/A1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                            Commission File Number
   December 31, 1994                                        0-11733

                              CITY HOLDING COMPANY
             (Exact name of registrant as specified in its charter)


        West Virginia                                     55-0619957
(State of other jurisdiction of                         (IRS Employer
incorporation or organization)                         Identification No.)

                        3601 MacCorkle Avenue, Southeast
                        Charleston, West Virginia 25304
                         (Address of principal offices)

Registrant's telephone number, including area code: (304) 925-6611

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                            $2.50 Par Value

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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. [x] Yes  [ ] No

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. [x]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the closing price as of March 28, 1995 (Registrant has
assumed that all of its executive officers and directors are affiliates.
Such assumption shall not be deemed to be conclusive for any other purpose):

Aggregate Market Value -- $103,887,795

The number of shares outstanding of the issuer's common stock as of March 28,
1995:

Common Stock, $2.50 Par Value -- 3,777,738 shares

The total number of pages are   6 .  Exhibit Index is located on page   4 .

                             Page  1  of   6


PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports on Form 10-K

(c)      Exhibits

         Item 14(c) is amended to include the following exhibit:

27            Financial Data Schedule for              Page 5 of Form 10-K/A1
              the year ending December 31, 1994.




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.

                                                City Holding Company
                                                (Registrant)


                                                /s/
                                                Steven J. Day,
                                                President/Director
                                                (Principal Executive Officer)


                                                /s/
                                                Robert A. Henson,
                                                Chief Financial Officer
                                                (Principal Financial Officer)

                             POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1934, this
registration statement has been signed by the following persons on behalf of
the Registrant and in the capacities on May 2, 1995.


                                              /s/
                                              C. Scott Briers,
                                              Director

/s/                                           /s/
Dr. D. K. Cales,                              Steven J. Day,
Director                                      Director/President

/s/                                           /s/
Robert D. Fisher                              Jack E. Fruth,
Director                                      Director

/s/                                           /s/
Jay Goldman,                                  Carlin K. Harmon,
Director                                      Director/Executive Vice President

/s/                                           /s/
Dallas Kayser,                                Dale Nibert,
Director                                      Director

/s/                                           /s/
Otis L. O'Connor,                             Bob F. Richmond
Director                                      Director


/s/                                           /s/
Mark H. Schaul,                               Van R. Thorn,
Director                                      Director




EXHIBIT INDEX

         The following exhibit is filed herewith.



Exhibit                                                          Page
Number              Description                                  Number Herein

 27                 Financial Data Schedule for the year
                    ending December 31, 1994                     5

EX-27

 

<ARTICLE> 9
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                          27,591
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     67,920
<INVESTMENTS-CARRYING>                         128,457
<INVESTMENTS-MARKET>                           123,995
<LOANS>                                        495,412
<ALLOWANCE>                                      6,017
<TOTAL-ASSETS>                                 780,526
<DEPOSITS>                                     651,264
<SHORT-TERM>                                    57,483
<LIABILITIES-OTHER>                              8,035
<LONG-TERM>                                      6,875
<COMMON>                                         9,451
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      47,418
<TOTAL-LIABILITIES-AND-EQUITY>                 780,526
<INTEREST-LOAN>                                 41,167
<INTEREST-INVEST>                               13,787
<INTEREST-OTHER>                                   194
<INTEREST-TOTAL>                                55,148
<INTEREST-DEPOSIT>                              20,110
<INTEREST-EXPENSE>                              22,242
<INTEREST-INCOME-NET>                           32,906
<LOAN-LOSSES>                                      953
<SECURITIES-GAINS>                               (803)
<EXPENSE-OTHER>                                 26,448
<INCOME-PRETAX>                                 10,152
<INCOME-PRE-EXTRAORDINARY>                       6,959
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,959
<EPS-PRIMARY>                                     1.85
<EPS-DILUTED>                                     1.85
<YIELD-ACTUAL>                                    4.79
<LOANS-NON>                                      2,600
<LOANS-PAST>                                     1,218
<LOANS-TROUBLED>                                   262
<LOANS-PROBLEM>                                    529
<ALLOWANCE-OPEN>                                 5,764
<CHARGE-OFFS>                                    1,093
<RECOVERIES>                                       393
<ALLOWANCE-CLOSE>                                6,017
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0