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): December 16, 1999


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



     


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




                                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 hereto as Exhibit 99 is a report to the shareholders of City
Holding Company (the "Company") for the quarter ended September 30, 1999,
together with a letter from the Company's President and Chief Executive Officer,
Steven J. Day. This letter contains, among other things, certain forward-looking
statements, including statements made about the plan adopted by the Board of
Directors to improve the Company's earnings and the resulting impact to the
market value of the Company's common stock, expected expense reductions, more
predictable  earnings streams from mortgage banking operations, a return to
higher  levels of loan quality, and a return to higher  growth  levels for the
bank. Such forward-looking statements involve certain risks and uncertainties,
including a variety of factors that may cause the Company's actual results 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 expense  reductions  anticipated  as a
result of  implementing  the plan adopted by the Board of Directors  may not be
fully realized; (2) staffing reductions and compensation adjustments may not be
completed with the anticipated  result; (3) overall loan quality may not improve
as expected, (4) competitive pressures  among  depository and other financial
institutions  may  increase  significantly; (5) changes in the interest  rate
environment may reduce margins; (6) general economic or business conditions,
either  nationally  or in the states or regions in which the Company does
business, may be less favorable than expected, resulting in, among other things,
a  deterioration  in  credit quality or a reduced demand for credit; (7)
legislative or regulatory changes may adversely affect the businesses in which
the Company is engaged; and (8) changes may occur in the securities markets.

         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: December 16, 1999
                                           By: /s/ Michael D. Dean
                                           ----------------------------------
                                           Michael D. Dean
                                           Senior Vice President - Finance,
                                           Chief Accounting Officer and
                                           Duly Authorized Officer