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): July 11, 2000


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


                                                                
     West Virginia                          0-17733                            55-0619957
      (State or other                  (Commission File No.)          (IRS Employer Identification
      jurisdiction of                                                           Number)
 incorporation or organization)




                               25 Gatewater Road
                        Charleston, West Virginia, 25313
                   (Address of principal executive officers)


                                 (304) 769-1100
              (Registrant's telephone number, including area code)


                                 Not applicable
  (Former name, former address and former fiscal year, if changed since last
                                    report)


     Item 5.  Other Events

     Attached as Exhibit 99 is a news release issued on July 12, 2000 by City
Holding Company (the "Company") announcing that its principal bank subsidiary,
City National Bank of West Virginia, has entered into a formal agreement with
the Comptroller of the Currency.

     Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

              (a) Financial Statements               None
              (b) Pro Forma Financial Information    None
              (c) Exhibits
                     99                              News Release issued on
                                                     July 12, 2000

     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.


                                    CITY HOLDING COMPANY


Date: July 27, 2000
                                    By: /s/ Michael D. Dean
                                    ----------------------------------
                                    Michael D. Dean
                                    Senior Vice President - Finance,
                                    Chief Accounting Officer and
                                    Duly Authorized Officer

EX-99

NEWS RELEASE                                               Exhibit 99

                                                           For Immediate Release
                                                           ---------------------
                                                                   July 12, 2000


Media Contact:
Robert A. Henson, Acting CEO
(304) 769-1108


                         CITY HOLDING COMPANY ANNOUNCES
                 FORMAL AGREEMENT WITH COMPTROLLER OF CURRENCY


     CHARLESTON, WV - City Holding Company (NASDAQ-NMS: "CHCO") today announced
that its principal bank subsidiary, City National Bank of West Virginia, has
entered into a formal agreement with the Comptroller of the Currency.  The
agreement outlines a series of steps to modify the bank's procedures, many of
which City National already has begun, including formalization and documentation
of practices and procedures for the bank's operations.

     "We welcome the Comptroller's agreement with City National Bank, and the
boards of directors of the bank and City Holding Company are 100% committed to
implementing the policies and procedures required by the agreement within the
required timeframes," said Robert A. Henson, Acting Chief Executive Officer for
City Holding Company.  "This document will strengthen our commitment to refocus
our energy and attention to City's core community banking franchise."

     The agreement requires the bank to adopt a three-year comprehensive
strategic plan, improve its loan portfolio management, and develop and adhere to
a written plan for liquidity, asset and liability management policy.  The bank
also must incorporate liquidity planning in its financial management process,
implement a satisfactory program to manage interest rates, and ensure full
compliance of its securitization program with recent OCC regulations.
Additionally, the bank must develop a plan to dispose of loans held for sale
that are held in excess of 90 days, develop a three-year capital plan,
strengthen internal controls and the bank's audit committee, and establish a
program to maintain an adequate allowance for loan and lease losses.

     In addition, as a consequence of entering into the agreement, City National
must adhere to certain FDIC restrictions regarding the issuance of brokered
deposits.  The bank also is required to maintain its current capital ratios and
to establish a committee of its board of directors to oversee its compliance
with the agreement.


     "It should be emphasized that this agreement does not affect the way the
bank conducts business with its customers," Henson noted.  "The agreement should
not have any significant impact on our results of operations over the next
months, even though the agreement does require the bank to strengthen its
lending policy and modify its methodology for the allowance for loans and lease
losses."

     Henson said the company does not anticipate that the agreement will have
any effect on second-quarter operating results, although those results will be
affected by accruals taken for termination of employees.

     "City Holding Company is evaluating strategic alternatives to maximize
shareholder value.  With the stock price well below the company's March 31, 2000
book value of $11.77 per share, we are focused on the need to maximize
shareholder value," Henson added.

     The company also announced that it would accrue in the second quarter of
2000 an after tax charge of approximately $1.55 million, or $0.09 per share,
associated with the termination and non-competition agreements signed with
Steven J. Day, Bernard C. McGinnis and Thomas L. McGinnis.  The terms of which
were disclosed in the company's proxy statement sent to shareholders for the
2000 annual meeting.

     As announced May 30, 2000, the Company expects to recognize a pre-tax
charge of $1.10 million ($767,000 after-tax or $0.05 per share) for the second
quarter of 2000 associated with the downsizing of its Specialty Finance
operations in California.

     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 forward-looking statements involve certain
risks and uncertainties, including a variety of factors that may cause the
actual results of City Holding to differ materially from the anticipated results
or other expectations expressed in such forward-looking statements.  Factors
that might cause such a difference include, but are not limited to: (1) the
formal agreement with the Comptroller of the Currency may have effects on the
Company's business that are not currently anticipated, including effects on
operating results; (2) competitive pressures may increase significantly; (3)
general economic or business conditions, either nationally or in the states or
regions in which the companies do business may be less favorable than expected,
resulting in, among other things, a deterioration in credit quality or a reduced
demand for credit; (4) legislative or regulatory changes may adversely affect
the businesses in which the companies are engaged; and (5) changes may occur in
the securities markets.