8-K

                       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):
                      January 14, 1997 (December 31, 1996)

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


 West Virginia                0-11733                     55-0619957
(State or other              (Commission                 (IRS Employer
 Jurisdiction of)           File Number)             Identification No.)


3601 MacCorkle Avenue, S.E., Charleston, WV                25304
(Address of principal executive officers)                (Zip Code)


Registrant's telephone number, including area code: (304)926-3000






                      This filing consists of 6 pages. The
                           Exhibit Index is at page 3.

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Item 5:       Other Events

              On December 31, 1996, City Holding Company ("City Holding")
acquired certain assets and assumed certain liabilities of the former Prime
Financial Corporation, a privately held mortgage loan servicing company located
in Costa Mesa, California. As part of this transaction this West Coast operation
will be absorbed into City Mortgage Services, Charleston, West Virginia, a
mortgage loan servicing division of City Holding. Further details of this
transaction are described in the news release attached as Exhibit 99 issued by
City Holding on December 31, 1996.


                                       2






                                  EXHIBIT INDEX


Number                           Exhibit                           Page

99                 December 31, 1996 News Release                    5


                                        3






                                    SIGNATURE

          Pursuant to the requirements 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




Date:  January 14, 1997                        By:
                                               Dawn Woolsey
                                               Chief Accounting Officer





                                        4

EX-99

NEWS RELEASE
- --------------------------------------------------------------------------------


                                                          FOR IMMEDIATE RELEASE
                                                              DECEMBER 31, 1996


FOR FURTHER INFORMATION CONTACT:
STEVEN J. DAY, PRESIDENT & CEO
(304) 926-3300


CITY  HOLDING  COMPANY  ANNOUNCES  THE  ACQUISITION  OF
PRIME  FINANCIAL  CORPORATION

- --------------------------------------------------------------------------------



        CHARLESTON, WEST VIRGINIA: CITY HOLDING COMPANY (NASDAQ: CHCO) ANNOUNCED
THAT IT HAS ACQUIRED CERTAIN ASSETS AND ASSUMED CERTAIN LIABILITIES OF THE
FORMER PRIME FINANCIAL CORPORATION, A PRIVATELY HELD MORTGAGE LOAN SERVICING
COMPANY LOCATED IN COSTA MESA, CALIFORNIA. AS PART OF THE TRANSACTION, THIS WEST
COAST OPERATION WILL BE ABSORBED INTO CITY MORTGAGE SERVICES, CHARLESTON, WEST
VIRGINIA, A MORTGAGE LOAN SERVICING DIVISION OF CITY HOLDING. THE PURCHASE PRICE
WAS NOT DISCLOSED. CITY HOLDING ESTIMATES THE 1997 INCREMENTAL EFFECT ON ITS NET
INCOME FROM THIS TRANSACTION TO BE AN ADDITIONAL $2 MILLION.

        THE ACQUISITION HAS RESULTED IN THE ADDITION OF A SERVICING PORTFOLIO OF
APPROXIMATELY $600 MILLION IN FHA TITLE I HOME IMPROVEMENT LOANS. MOST OF THESE
LOANS WERE ORIGINATED AND SECURITIZED AS PART OF A PRIVATE MORTGAGE CONDUIT
WHICH HAS ISSUED AAA-RATED MORTGAGE-BACKED SECURITIES SINCE 1993. CITY HOLDING
HAS BEEN INVOLVED WITH THE CONDUIT SINCE 1994. STEVEN J. DAY, PRESIDENT AND
CHIEF EXECUTIVE OFFICER, SAID, "WITH THE RECENT FORMATION OF CITY MORTGAGE
SERVICES AND THIS ACQUISITION, CITY HOLDING IS WELL POSITIONED TO EFFECTIVELY
SERVICE SECURITIZED MORTGAGES FOR ITS INVESTORS AND TO EXPAND ITS SERVICING
PROGRAM. THIS ACQUISITION HAS INCREASED CITY MORTGAGE SERVICES' PORTFOLIO TO
ALMOST $1 BILLION."

        "THE ADDITION OF A WEST COAST OPERATION CONTINUES OUR EXPANSION INTO
MORTGAGE LOAN ORIGINATION AND SERVICING," CONTINUED DAY. PRIME WAS A SIGNIFICANT
PARTY IN THE SAME SECURITIZATION PROGRAM FOR FHA TITLE I LOANS IN WHICH CITY
HOLDING CURRENTLY PARTICIPATES. THIS WILL ENHANCE CITY HOLDING'S POSITION IN THE
PROGRAM AS WE ARE NOW THE PROGRAM'S LARGEST SERVICER. OUR GOAL IS TO DEVELOP
CITY MORTGAGE SERVICES INTO THE PREMIER FHA TITLE I SERVICING OPERATION IN THE
UNITED STATES.
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        THIS ACQUISITION WILL ALSO HAVE A POSITIVE EFFECT ON LIQUIDITY AT THE
HOLDING COMPANY LEVEL. THE WEST COAST SERVICING PORTFOLIO IS EXPECTED TO
GENERATE NEARLY $6 MILLION OF GROSS FEE INCOME IN 1997. THE PRO-FORMA EFFECT ON
CITY HOLDING COMPANY'S CAPITAL IS NEGLIGIBLE.

        THE ESTIMATES OF GROSS FEE INCOME AND NET INCOME TO BE GENERATED BY THE
WEST COAST OPERATION ARE FORWARD-LOOKING AND ACTUAL RESULTS MAY DIFFER
MATERIALLY. GROSS FEE INCOME AND NET INCOME COULD BE REDUCED IF A SUBSTANTIAL
NUMBER OF PORTFOLIO LOANS ARE PREPAID MORE QUICKLY THAN EXPECTED (IF, FOR
EXAMPLE, LOWER INTEREST RATES ENCOURAGE REFINANCING OF LOANS) OR IF
SUBSTANTIALLY MORE LOANS DEFAULT THAN EXPECTED, WHICH WOULD INCREASE COLLECTION
EXPENSES AND REDUCE SERVICING INCOME.

        CITY HOLDING COMPANY IS THE PARENT COMPANY OF THE CITY NATIONAL BANK OF
CHARLESTON, PEOPLES BANK OF POINT PLEASANT, FIRST STATE BANK & TRUST, THE BANK
OF RIPLEY, HOME NATIONAL BANK OF SUTTON, BLUE RIDGE BANK, PEOPLES STATE BANK,
THE FIRST NATIONAL BANK OF HINTON, AND MERCHANTS NATIONAL BANK WHICH CURRENTLY
OPERATE 37 BANKING OFFICES IN THE STATE OF WEST VIRGINIA, CITY FINANCIAL
CORPORATION, A FULL SERVICE BROKERAGE COMPANY IN CHARLESTON, WEST VIRGINIA, CITY
MORTGAGE CORPORATION, A FULL SERVICE MORTGAGE BANKING COMPANY IN PITTSBURGH,
PENNSYLVANIA AND CITY MORTGAGE SERVICES (A DIVISION OF CITY HOLDING COMPANY), AN
ORIGINATOR AND SERVICER OF FHA TITLE I AND RELATED LOANS.



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