U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25
                                                   Commission File Number _____

                           NOTIFICATION OF LATE FILING

(Check One):   [ ] Form 10-K and Form 10-KSB  [ ] Form 20-F   [X] Form 11-K
[ ] Form 10-Q and Form 10-QSB   [ ] Form N-SAR

For Period Ended: 12/31/96

[ ] Transition Report on Form 10-K        [ ] Transition Report on Form 10-Q

[ ] Transition Report on Form 20-F        [ ] Transition Report on Form N-SAR

[ ] Transition Report on Form 11-K

For the Transition Period Ended:

    Read attached instruction sheet before preparing form. Please print or type.

         Nothing in this form shall be  construed  to imply that the  Commission
         has verified any  information  contained  herein.  If the  notification
         relates to a portion of the filing checked above,  identify the Item(s)
         to which the notification relates:

                          Part I-Registrant Information

Full name of  registrant  City Holding  Company  Former name if  applicable  Not
Applicable Address of principal executive office (Street and number)
P.O. Box 4168
City, State and Zip Code
Charleston, WV  25364

                        Part II-Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check box if  appropriate)  [ ] (a) The  reasons  described  in
reasonable  detail in Part III of this  form could  not be  eliminated  without
unreasonable effort or expense; [ x ] (b) The subject annual report, semi-annual
report,  transition  report on Form 10-K,  20-F,  11-K or Form N-SAR, or portion
thereof will be filed on or before 15th calendar day  following  the  prescribed
due date; or the subject  quarterly report or transition report on Form 10-Q, or
portion  thereof will be filed on or before the fifth calendar day following the
prescribed due date; and [ x ] (c) The  accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.


                               Part III-Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
11-K,  20-F,  10-Q and Form 10-QSB,  N-SAR or the  transition  report or portion
thereof  could not be filed within the  prescribed  time period.  (Attach  extra
sheets if needed.)

See the memo from Ernst & Young for the reason the 11-K has been filed late.

                            Part IV-Other Information

(1)      Name and telephone number of person to contact in regard to
this notification

       Robert A. Henson, Plan Administrator        (304) 926-3332

(2) Have all other  periodic  reports  required under Section 13 or
15(d) of the Securities  Exchange Act of 1934 or Section 30 of the
Investment  Company Act of 1940  during  the  preceding  12  months  or
for such  shorter  period  that the registrant was required to file such
report(s) been filed?  If the answer is no, identify report(s).
                                   [ X ] Yes     [   ] No

(3) Is it anticipated that any significant  change in
results of operations from the  corresponding  period for the last
fiscal  year will be  reflected  by the earnings statements to be
included in the subject report or portion thereof?
                                   [   ] Yes     [ X ] No

If so: attach an explanation of the  anticipated  change,  both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.

                          City Holding Company

Has  caused  this  notification  to be signed on its  behalf by the
undersigned thereunto duly authorized.

Date  7/1/97                           By /s/ Robert A. Henson
                                         -----------------------
                                           Plan Administrator