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): February 27, 2001


                              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
jurisdiction of                                        Identification 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

     On February 27, 2001, City Holding Company ("the Company") issued a news
release announcing the appointment of Gerald R. Francis as President and Chief
Executive Officer of City Holding Company and its lead bank, City National Bank
of West Virginia, upon receipt of a notice of non-objection from the Office of
the Comptroller of the Currency. The news release was accompanied by a
memorandum from Mr. Francis to City Holding Company shareholders in which Mr.
Francis outlined a number of issues that the Company will address to implement a
strategic plan to restore the financial strength of the Company. Specifically,
Mr. Francis noted that the Company must assess "loan loss reserve adequacy
through completion of a loan portfolio review" and assess "the fair value of
retained interest in securitized loan pools in light of accounting principle
changes."

     Although the Company believes that its allowance for loan losses as of
December 31, 2000 is adequate to provide for losses inherent in the loan
portfolio, recent news of the increased potential for economic downturns in both
the national and local economies has heightened focus on credit quality issues.
Although the Company's recent trends of credit losses have been fully considered
in assessing the adequacy of the allowance for loan losses as of December 31,
2000, the additional concerns imposed by a softening economic outlook may result
in the need for additional loan loss reserves in 2001.

     New accounting guidance was issued in 2000 by the Emerging Issues Task
Force ("the EITF") that provided specific accounting guidance regarding the
recognition of interest income and impairment of retained interests. Since the
initial issuance of EITF Issue 99-20, which addresses this topic, the EITF has
subsequently clarified the intent of the new guidance and revised certain
terminology. Such clarification and revised terms have a direct impact on the
implementation of the new guidance and the resulting accounting treatment for
retained interests. Most recently, in January 2001, the EITF met to discuss
additional implementation issues and further clarified the substance of Issue
99-20. Although early application of the provisions of Issue 99-20 are
permitted, the new guidance becomes effective for all fiscal quarters beginning
after March 15, 2001. Upon implementation of Issue 99-20, the recorded balance
of the Company's retained interests will be adjusted to estimated fair value,
with the amount of any negative adjustment recorded through the Company's income
statement. The amount of the adjustment to be recorded upon implementation will
be determined by comparing the estimated fair value of the retained interest at
the date of implementation to the original carrying amount of the retained
interests, plus any interest subsequently accrued. Under current accounting
guidance and using its current modeling assumptions, as of December 31, 2000 the
Company has a negative fair value adjustment of $9.81 million, pre-tax, recorded
as an adjustment through Stockholders' Equity. The Company has not yet
determined the financial statement impact of adopting Issue 99-20.

     Additionally, each quarter the Company re-evaluates the reasonableness of
its modeling assumptions. Although not known at this time, the Company may
determine that certain modeling assumptions should be revised in 2001 to
address, for example, the potential economic slowdown discussed previously or
the recent sale of the right to service the underlying collateral loan pools to

                                       2


an independent third party. If determined necessary, such changes in modeling
assumptions could have an adverse affect on the fair value of the retained
interests and result in a negative impact to the Company's operating results.

     The Company also announced its intention to sell its internet service
provider (Citynet) and direct mail (Jarrett/Aim Communications) divisions as
part of the Company's continued effort to refocus its resources on its core West
Virginia community banking franchise. Although the financial impact of these
events has not yet been determined, there may be certain non-recurring and other
restructuring charges that could negatively impact the Company's earnings over
the next several months associated with the sale of these entities.

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
                                                 February 27, 2001

     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: March 14, 2001
                                    By:
                                    ----------------------------------
                                    Michael D. Dean
                                    Senior Vice President - Finance,
                                    Chief Accounting Officer and
                                    Duly Authorized Officer




                                      3

EX-99

                                                             Exhibit 99

FOR IMMEDIATE RELEASE                                        Media Contact:
- ---------------------                                        Tina Holmes
February 27, 2001                                            (304) 769-1136


City Holding Selects New President and Chief Executive Officer


     CHARLESTON, WV--City Holding Company (NASDAQ-NMS: "CHCO"), a $2.7 billion
dollar bank holding company headquartered in Charleston, West Virginia, today
announced that Gerald R. Francis will serve as special assistant to the Board of
Directors of City Holding Company and City National Bank of West Virginia. Upon
obtaining a notice of non-objection from the Office of the Comptroller of the
Currency (OCC), Francis will immediately assume the position of President and
Chief Executive Officer of City Holding Company and its lead bank, City National
Bank of West Virginia.

     Francis most recently served as President of Peoples Bank and Trust
Company, Indianapolis, IN, which was acquired in November 1999 by Fifth Third
Bancorp.  At the time of the acquisition, Peoples Bank had $659 million in
assets, $572 million in deposits, and operated nine banking offices in
Indianapolis.  During Francis' four years as Peoples President, earnings
increased by 134%, return on equity increased from 9.7% to 17.2%, the loan
portfolio grew by 67% and deposits increased by 87%. He improved Peoples
operating efficiency from 72.4% to 55.4% by growing revenues 59% while limiting
expense growth to 33%.

     Prior to his service with Peoples Bank, from 1992 to 1995 Francis was
Chairman and Chief Executive Officer of Bank One, Cincinnati, Ohio, and from
1989 to 1992 was a Regional President of Bank One.  Francis received his
Bachelor's degree in Finance from Wright State University in Dayton and his MBA
from the University of Dayton, Ohio.


     Philip L. McLaughlin, Chairman of the Board of City Holding, said, "We are
very excited that Jerry Francis is joining our organization as President and
Chief Executive Officer. The Board of Directors engaged in a comprehensive
search process that identified Jerry as the leading candidate for the position.
We are confident he will be instrumental in the turnaround of our company. We
express our thanks to the officers of City Holding who have acted in this
interim period so faithfully and conscientiously, with special thanks to Acting
CEO Bob Henson."

     "I am very honored and pleased at being selected as City's new President
and CEO.  I am looking forward to meeting the staff and helping to lead City
Holding and City National in their quest to be the best community bank in West
Virginia.  I am excited about moving to Charleston and getting immediately
involved with the bank and the communities we serve," said Francis.

     City Holding Company is the parent company of City National Bank of West
Virginia, Del Amo Savings Bank, FSB, Frontier State Bank, and City Financial
Corporation.  City National Bank, in addition to its banking divisions, operates
CityInsurance Professionals, an insurance agency offering a full range of
insurance products and services; Jarrett/Aim communications, a direct mail
service provider; and CityNet, a web-site development firm.

       Information contained in this news release includes forward-looking
information.  Such forward-looking information involves risks and uncertainties
and is provided to assist investors and Company shareholders in understanding
anticipated operations of the Company, including employment of a new chief
executive officer.  The Company disclaims any intent or obligation to update
this forward-looking information.




To:         City Holding Company Shareholders

From:       Jerry Francis
            Special Advisor to the Board, City Holding Company

Subject:    Turnaround Memo #1

Date:       February 27, 2001
- --------------------------------------------------------------------------------

     From time to time over the coming months I will be updating you on the
turn- around underway here at City Holding.  In this first memo I would like to
share with you my broad view on the company's strengths as well as the
challenges it faces.  In future memos you might expect more specific details on
actions taken.

     First, behind our current problems, there is a very good community banking
franchise... 1,300 dedicated employees, 58 branches, 118,000 retail households,
and 5,600 commercial customers.

     Secondly, our current problems are all solvable. We have the means and the
will to do so and are committed to getting the job done this year.

     Thirdly, we have developed and adopted a strategic plan for the Company
that is detailed, comprehensive, and completely sufficient to restore City
Holding to a high performance level.

     Most significantly, our long-term plan calls for the disposition of non-
core businesses including our two California banks, and a refocusing on our core
West Virginia community banking franchise.

     In order to implement this plan, we will need to take actions in the very
near term including:

     .  Realignment of the management and reporting structure of the Company.
     .  Sale of non-core businesses:  Del Amo Savings Bank, Frontier Bancorp,
        CityNet and Jarrett/Aim Communications.
     .  Employment of senior executives, including a Senior Credit Officer to
        strengthen loan policies and procedures.
     .  Determination of loan loss reserve adequacy through completion of a
        loan portfolio review.


     .  Determination of the fair value of retained interest in securitized loan
        pools in light of accounting principal changes.

     Extraordinary and one time expenses associated with restructuring,
dispositions, accounting principal changes and potential additional credit costs
are expected to be significant, such that in 2001, City Holding should be viewed
as a turnaround story.  We are making every effort to identify and bear these
costs in the first half of this year so that 2002 will become an earnings per
share story.

     We  believe the greatest risk we face would be losing our focus and
commitment to serving our customers and communities we share together.
Correspondingly, our greatest opportunity then lies in serving all the needs of
our core West Virginia customers and in getting new ones.

     Finally, I would be happy to address in future memos any questions you
have about our turnaround.  Just let me know through our Marketing Department.
Their fax number is 304-769-1313 and e-mail address is
JackCipoletti@CityHolding.com.
- -----------------------------

     Information contained in this release includes forward-looking information.
Such forward-looking information involves risks and uncertainties and is
provided to assist investors and Company shareholders in understanding
anticipated operations of the Company. The forward-looking information is
included pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Actual results achieved may differ materially
from those projected in the forward-looking information. Factors that might
cause such a difference include, but are not limited to: (1) the Company may be
required to take additional actions and incur additional expenses in order to
restructure its operations; (2) actions taken to restructure the operations of
the Company and divest all of the Company's non-core business lines;  (3)
competitive pressures may increase significantly; (4) general economic or
business conditions, either nationally or in the states or regions in which the
Companies compete maybe less than expected, resulting in, among other things, a
deterioration in credit quality or a reduced demand for credit; (5)legislative
or regulatory changes may adversely affect the businesses in which the Companies
are engaged; and (6) changes may occur in securities markets. The Company
disclaims any intent or obligations to update this forward-looking information.