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): May 16, 2002


                              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
 incorporation or organization)                           Identification 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)
<PAGE>
         Item 5.  Other Events

         On May 16, 2002,  City Holding  Company ("the  Company")  issued a news
release,  attached as Exhibit  99,  announcing  that the  Company  had  received
official confirmation from the Office of the Comptroller of the Currency ("OCC")
that the OCC has  terminated its Formal  Agreement with the Company's  principal
banking  subsidiary,  City  National  Bank of West  Virginia.  The Company  also
announced that a Memorandum of Understanding between the Company's board and its
primary  regulator,  the  Federal  Reserve  Bank  of  Richmond,  has  also  been
terminated effective immediately.

         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 May 16, 2002


         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: May 29, 2002
                                         By: /s/ Michael D. Dean
                                         ----------------------------------
                                         Michael D. Dean
                                         Senior Vice President - Finance,
                                         Chief Accounting Officer and
                                         Duly Authorized Officer
[{"type": "8-K", "sequence": "1", "filename": "city_8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3025}]
{"company-data": {"conformed-name": "CITY HOLDING CO", "cik": "0000726854", "assigned-sic": "6021", "irs-number": "550619957", "state-of-incorporation": "WV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11733", "film-number": "02664190"}, "business-address": {"street1": "25 GATEWATER ROAD", "street2": "P O BOX 7520", "city": "CHARLESTON", "state": "WV", "zip": "25313", "phone": "3047691100"}, "mail-address": {"street1": "25 GATEWATER ROAD", "street2": "P O BOX 7520", "city": "CHARLESTON", "state": "WV", "zip": "25313"}}
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): May 16, 2002

                              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
 incorporation or organization)                           Identification 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

         On May 16, 2002,  City Holding  Company ("the  Company")  issued a news
release,  attached as Exhibit  99,  announcing  that the  Company  had  received
official confirmation from the Office of the Comptroller of the Currency ("OCC")
that the OCC has  terminated its Formal  Agreement with the Company's  principal
banking  subsidiary,  City  National  Bank of West  Virginia.  The Company  also
announced that a Memorandum of Understanding between the Company's board and its
primary  regulator,  the  Federal  Reserve  Bank  of  Richmond,  has  also  been
terminated effective immediately.

         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 May 16, 2002

         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: May 29, 2002
                                         By: /s/ Michael D. Dean
                                         ----------------------------------
                                         Michael D. Dean
                                         Senior Vice President - Finance,
                                         Chief Accounting Officer and
                                         Duly Authorized Officer