8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K




                                 CURRENT REPORT

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



       Date of Report (Date of Earliest Event Reported): December 31, 1998



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


       West Virginia                    0-17733                   55-0619957
(State or other jurisdiction     (Commission File No.)         I.R.S. Employer
      of incorporation)                                     (Identification No.)


                                25 Gatewater Road
                                  P.O. Box 7520
                         Charleston, West Virginia 25313
                    (Address of principal executive offices)


                                 (304) 769-1102
              (Registrant's telephone number, including area code)


                                       N/A
          (former name or former address, if changed since last report)





ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Effective  December 31, 1998,  Horizon  Bancorp,  Inc., a West Virginia
corporation  ("Horizon"),  merged (the "Holding  Company  Merger") with and into
City Holding Company, a West Virginia  corporation  ("City Holding"),  with City
Holding as the surviving  corporation in the Holding Company Merger. The Holding
Company   Merger  was   consummated   pursuant  to  an  Agreement  and  Plan  of
Reorganization  dated as of August 7, 1998,  among City Holding and Horizon (the
"Agreement").

         Pursuant to the Agreement,  upon  consummation  of the Holding  Company
Merger on December 31, 1998 (the "Effective Time"), each share of Horizon Common
Stock,  $1.00 par value per share (the "Horizon  Common Stock") which was issued
and  outstanding  at the Effective Time (other than shares held directly by City
Holding, which were canceled without payment therefore, and dissenters' shares),
was converted into the right to receive 1.111 shares (the  "Exchange  Ratio") of
City Holding's common stock ("City Holding Common Stock"),  with cash being paid
in lieu of fractional shares. A copy of the press release announcing the closing
of the Holding Company Merger is filed as Exhibit 99.1 to this Current Report on
Form 8-K.

         City Holding's  Registration  Statement on Form S-4  (Registration  No.
333-64205),  which  was  declared  effective  by  the  Securities  and  Exchange
Commission  on  November  5, 1998 (the  "Registration  Statement"),  sets  forth
certain  information  regarding  the Holding  Company  Merger,  City Holding and
Horizon,  including,  but not  limited  to, the date and  manner of the  Holding
Company Merger, a description of the assets  involved,  the nature and amount of
consideration  paid by City Holding  therefore,  the method used for determining
the  amount of such  consideration,  the  nature of any  material  relationships
between  City  Holding  and Horizon or any officer or director of Horizon or any
associate  of any such  officer or  director,  and the nature of the business of
City Holding and Horizon. In addition, the information set forth under Item 5 of
this Current Report on Form 8-K is incorporated herein by reference.

ITEM 5.  OTHER EVENTS

         Matters Related to the Holding Company Merger.

         Board of Directors.  At the Effective Time, the City Holding Board (the
"New  Board")  will  initially  be  comprised  of 24  directors,  12 having been
designated by City Holding and 12 having been designated by Horizon. The 12 City
Holding designees to the New Board are: Samuel M. Bowling, Dr. D. K. Cales, Hugh
R. Clonch, Jay Goldman,  Robert D. Fisher,  William M. Frazier,  David E. Haden,
Carlin K. Harmon, C. Dallas Kayser,  Leon K. Oxley, Mark H. Schaul and Steven J.
Day. The 12 Horizon  designees  to the New Board are Philip W. Cain,  William C.
Dolin,  David W. Hambrick,  Frank S. Harkins,  Jr.,  Tracy W. Hylton,  II, B. C.
McGinnis III, Thomas L. McGinnis,  Philip L. McLaughlin,  E. M. Payne III, R. T.
Rogers,  James E. Songer and Albert M. Tieche,  Jr. City Holding's  designees to
the New Board served on the City Holding Board.  Horizon's  designees to the New
Board served on the Horizon Board.

                                      -1-


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                  INFORMATION AND EXHIBITS

         City Holding has filed all  required  financial  statements,  pro forma
financial information and exhibits required by Item 2 hereof with the Securities
and Exchange Commission as part of the Registration Statement.

         The following exhibits are filed herewith:

         EXHIBIT NO.         DESCRIPTION OF EXHIBIT

         99.1                Text of press  release,  dated  December  31, 1998,
                             with respect to the closing of the Holding  Company
                             Merger.


                                      -2-


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
City  Holding  has duly  caused  this  report to be signed on its  behalf by the
undersigned hereunto duly authorized.


                                       CITY HOLDING COMPANY



January 12, 1999                       /s/ Robert A. Henson           
                                       -------------------------------
                                       Robert A. Henson
                                       Chief Financial Officer


                                      -3-

EX-99.1

                                                                    Exhibit 99.1


City Holding Company and Horizon Bancorp, Inc. Complete Merger

CHARLESTON,  W.Va., Dec. 31 /PRNewswire/ -- City Holding Company (Nasdaq: CHCO -
news)  announced  today that it had completed  its merger with Horizon  Bancorp,
Inc.  (Nasdaq:  HZWV - news),  Beckley,  West Virginia.  In the merger,  Bank of
Raleigh,  First  National Bank in Marlinton,  Greenbrier  Valley  National Bank,
National  Bank of Summers of Hinton,  and The  Twentieth  Street  Bank,  banking
subsidiaries of Horizon, became wholly-owned subsidiaries of City Holding.

City  Holding  will issue 1.111  shares of City  Holding  common  stock for each
outstanding  share of Horizon common stock.  Approximately  10,200,000 shares of
City Holding common stock are expected to be issued in the merger.

The City Holding Board of Directors  will comprise 24 directors,  12 having been
designated by City Holding and 12 having been  designated by Horizon.  Steven J.
Day,  President  and Chief  Executive  Officer of City Holding and City National
Bank,  will continue as City Holding's  President and Chief  Executive  Officer.
Philip L.  McLaughlin,  President and Chief Operating  Officer of Horizon,  will
become  Chairman of the Board of Directors of City  Holding.  Samuel M. Bowling,
Chairman of the Board of City Holding Company, will become Vice Chairman of City
Holding. Bernard C. McGinnis,  Executive Vice President and Director of Horizon,
will become a Vice Chairman of City Holding.

After the merger City Holding will own City  National  Bank of West Virginia and
its non-banking divisions, Del Amo Savings Bank, FSB, City Financial Corporation
and the five banking  subsidiaries of Horizon.  City Holding is headquartered in
Charleston,  West Virginia,  and will have 58 financial  services offices across
the states of West Virginia and Ohio.