As filed with the Securities and Exchange Commission on September 23, 1999.

                                           Registration Statement No. 333-_____
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                              CITY HOLDING COMPANY
             (Exact name of Registrant as specified in its Charter)

         West Virginia                                  55-0619957
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                25 Gatewater Road
                         Charleston, West Virginia 25313
                                 (304) 769-1100
           (Address of principal executive office, including zip code)

                 City Holding Company 1993 Stock Incentive Plan
                            (Full title of the Plan)
                             ----------------------

                                Mr. Steven J. Day
                      President and Chief Executive Officer
                                25 Gatewater Road
                         Charleston, West Virginia 25313
                                 (304) 769-1100

            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                    Copy to:

                             Mr. Randall S. Parks
                               Hunton & Williams
                         Riverfront Plaza, East Tower
                             951 East Byrd Street
                           Richmond, Virginia 23219
                                (804) 788-8200
                              --------------------


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

==========================================================================================================================
                                                               Proposed  maximum     Proposed maximum
 Title of securities                           Amount to  be     offering price         aggregate          Amount of
  to be registered                              registered        per share(1)        offering price    registration fee
==========================================================================================================================
<S>                                             <C>                <C>                     <C>              <C>
Common Stock, $2.50 par value                1,000,000 shares       $19.219             $19,219,000         $5,343

Rights to Purchase Junior Participating
Cumulative Preferred Stock, Series A
(no par value)(2)                            1,000,000 rights        N/A                   N/A                 N/A
==========================================================================================================================
==========================================================================================================================
</TABLE>


      (1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933.  This amount was
calculated  based on the average of the high and low sales  prices of the Common
Stock on The Nasdaq National Market on September 21, 1999.

      (2) The  Rights to  Purchase  Junior  Participating  Cumulative  Preferred
Stock,  Series A will be attached to and will trade with shares of Common  Stock
of the Registrant.

===============================================================================


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and Exchange  Commission
(the "Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed with the Commission.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by City Holding Company (the "Company") with
the Commission (Commission File No. 0-1173) under the Securities Exchange Act of
1934 (the "Exchange Act") are hereby incorporated by reference in this
Prospectus: (i) the Company's Annual Report on Form 10-K for the period ended
December 31, 1998; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999; (iii) the Company's Current
Reports filed on Form 8-K on January 12, 1999 and September 14, 1999; and (iv)
the description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on May 28, 1987 under the Exchange Act, including
any reports filed under the Exchange Act for the purpose of updating such
description. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of all of the Common Stock shall be deemed to be incorporated by reference
herein.

      Any statement contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the  purposes of this  Prospectus  to the extent that a statement  contained
herein or in any other  subsequently  filed document,  as the case may be, which
also is or is  deemed  to be  incorporated  by  reference  herein,  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     The Company  will  provide on request and without  charge to each person to
whom this  Prospectus  is  delivered  a copy  (without  exhibits)  of any or all
documents  incorporated  by reference  into this  Prospectus.  Requests for such
copies should be directed to City Holding  Company,  25 Gatewater Road, P.O. Box
7520,  Charleston,  West Virginia  25356-0520,  Attn.:  Chief Financial  Officer
(telephone: (304) 769-1100).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

<PAGE>


Item 6.  Indemnification of Directors and Officers.

      Section 31-1-9 of the West Virginia  Corporation Act provides in part that
each West  Virginia  corporation  shall have power to  indemnify  any  director,
officer,  employee  or agent or  former  director,  officer,  employee  or agent
against expenses actually and reasonably  incurred by him in connection with the
defense of any claim,  action, suit or proceeding against him by reason of being
or having been such director, officer, employee or agent other than an action by
or in the right of the  corporation if he acted in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation. With respect to an action by or in the right of the corporation the
director,  officer,  employee or agent or former director,  officer, employee or
agent may be indemnified if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, except
in relation to matters as to which he shall be finally  adjudged in such action,
suit or proceeding  against him by reason of being or having been such director,
officer,  employee or agent to be liable for  negligence  or  misconduct  in the
performance  of duty;  and to make any other or  further  indemnity  to any such
persons that may be  authorized by the articles of  incorporation  or any by-law
made by the stockholders or any resolution  adopted,  before or after the event,
by the  stockholders.  The Articles of  Incorporation  of City  Holding  contain
provisions  pursuant to the foregoing  section of the West Virginia  Corporation
Act indemnifying  the directors,  officers and certain agents of City Holding in
certain   cases   against   expenses  and   liabilities   under   judgments  and
reimbursements of amounts paid in settlement.

      City Holding has purchased  directors and  officers'  liability  insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (l) the
directors and officers of City Holding  against  certain  losses,  to the extent
such losses are not  indemnified by City Holding,  and (2) City Holding,  to the
extent it indemnifies  such directors and officers for losses as permitted under
the laws of West Virginia.



Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

Exhibit No.

   4.1     City Holding Company 1993 Stock Incentive Plan.

   4.2     Amendment No. 1 to City Holding  Company 1993 Stock Incentive Plan.

   5.1     Opinion of Hunton & Williams (as to the  legality of the  securities
           being registered).

  23.1     Consent of Hunton & Williams  (included  in the opinion  filed as of
           Exhibit 5.1 to the Registration Statement).

  23.2     Consent of Ernst & Young LLP.

  24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings

      (a)   The undersigned registrant hereby undertakes:

<PAGE>


            1. To file,  during any period in which  offers or sales are made, a
post-effective amendment to this registration statement:

                  (i)   To include any prospectus  required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To  reflect  in the  prospectus  any  facts  or  events
                        arising  after the effective  date of the  registration
                        statement (or the most recent post-effective  amendment
                        thereof)  which,  individually  or  in  the  aggregate,
                        represent a fundamental  change in the  information set
                        forth in the  registration  statement.  Notwithstanding
                        the  foregoing,  any  increase or decrease in volume of
                        securities  offered  (if  the  total  dollar  value  of
                        securities  offered  would not  exceed  that  which was
                        registered)  and any deviation from the low or high end
                        of  the  estimated   maximum   offering  range  may  be
                        reflected  in the  form of  prospectus  filed  with the
                        Commission   pursuant   to  Rule   424(b)  if,  in  the
                        aggregate,  the  changes in volume and price  represent
                        no  more  than  20  percent   change  in  the   maximum
                        aggregate  offering price set forth in the "Calculation
                        of   Registration   Fee"   table   in   the   effective
                        registration statement; and

                  (iii) To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        registration  statement or any  material  change in such
                        information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

            2. That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            3.  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act, and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act, that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities  Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


<PAGE>



                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charleston, State of West Virginia on this 23rd day
of September, 1999.

                                    CITY HOLDING COMPANY
                                    (Registrant)


                                    By:   /s/ Steven J. Day
                                       -----------------------------------
                                          Steven J. Day
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

                                POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 23, 1999. Each of the undersigned officers and
directors of the registrant hereby constitutes Steven J. Day, Robert A. Henson
and Randall S. Parks, and each of them severally, his true and lawful
attorneys-in-fact with full power to sign for him and in his name in the
capacities indicated below and to file any and all amendments to the
registration statement filed herewith, making such changes in the registration
statement as the registrant deems appropriate, and generally to do all such
things in his name and behalf in his capacity as an officer and director to
enable the registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.

/s/ Robert A. Henson                        /s/ Michael D. Dean
------------------------------              -------------------------------
Robert A. Henson                            Michael D. Dean
Chief Financial Officer                     Senior Vice President-Finance
(Principal Financial Officer)               (Principal Accounting Officer)

/s/ Samuel M. Bowling                       /s/ Dr. D. K. Cales
------------------------------              -------------------------------
Samuel M. Bowling                           Dr. D. K. Cales
Director                                    Director

/s/ Hugh R. Clonch                          /s/ Steven J. Day
------------------------------              -------------------------------
Hugh R. Clonch                              Steven J. Day
Director                                    Director/President and Chief
                                            Executive Officer

/s/ Robert D. Fisher
------------------------------
Robert D. Fisher
Director

/s/ Jay Goldman                             /s/ David E. Haden
-------------------------------             -------------------------------
Jay Goldman                                 David E. Haden
Director                                    Director

/s/ Carlin K. Harmon                        /s/ C. Dallas Kayser
-------------------------------             -------------------------------
Carlin K. Harmon                            C. Dallas Kayser
Director/Executive Vice President           Director



<PAGE>



/s/ Leon K. Oxley                           /s/ Mark H. Schaul
-------------------------------             -------------------------------
Leon K. Oxley                               Mark H. Schaul
Director                                    Director

/s/ Philip W. Cain                          /s/ William C. Dolin
-------------------------------             -------------------------------
Philip W. Cain                              William C. Dolin
Director                                    Director

/s/ David W. Hambrick                       /s/ Frank S. Harkins, Jr.
-------------------------------             -------------------------------
David W. Hambrick                           Frank S. Harkins, Jr.
Director                                    Director

/s/ Tracey W. Hylton, II                    /s/ B. C. McGinnis III
-------------------------------             -------------------------------
Tracy W. Hylton, II                         B. C. McGinnis III
Director                                    Director

/s/ Thomas L. McGinnis                      /s/ Philip L. McLaughlin
-------------------------------             -------------------------------
Thomas L. McGinnis                          Philip L. McLaughlin
Director                                    Director

/s/ E. M. Payne III                         /s/ R. T. Rogers
-------------------------------             -------------------------------
E. M. Payne III                             R. T. Rogers
Director                                    Director

/s/ James E. Songer, Sr.                    /s/ Albert M. Tieche, Jr.
-------------------------------             -------------------------------
James E. Songer, Sr.                        Albert M. Tieche, Jr.
Director                                    Director

<PAGE>

                                 EXHIBIT INDEX

Exhibit No.                     Description


   4.1    City Holding Company 1993 Stock Incentive Plan.

   4.2    Amendment No. 1 to City Holding Company 1993 Stock Incentive Plan.

   5.1    Opinion of Hunton & Williams (as to the legality of the securities
          being registered).

  23.1    Consent of Hunton & Williams (included in the opinion filed as of
          Exhibit 5.1 to the Registration Statement).

  23.2    Consent of Ernst & Young LLP.

  24.1    Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "CITY HOLDING COMPANY S-8", "secsgml_size_bytes": 20269}]
{"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": "S-8", "act": "33", "file-number": "333-87667", "film-number": "99716064"}, "business-address": {"street1": "25 GATEWATER ROAD", "street2": "P O BOX 7520", "city": "CHARLESTON", "state": "WV", "zip": "25313", "phone": "3047691102"}, "mail-address": {"street1": "25 GATEWATER ROAD", "street2": "P O BOX 7520", "city": "CHARLESTON", "state": "WV", "zip": "25313"}}
As filed with the Securities and Exchange Commission on September 23, 1999.

                                           Registration Statement No. 333-_____
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                              CITY HOLDING COMPANY
             (Exact name of Registrant as specified in its Charter)

         West Virginia                                  55-0619957
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                25 Gatewater Road
                         Charleston, West Virginia 25313
                                 (304) 769-1100
           (Address of principal executive office, including zip code)

                 City Holding Company 1993 Stock Incentive Plan
                            (Full title of the Plan)
                             ----------------------

                                Mr. Steven J. Day
                      President and Chief Executive Officer
                                25 Gatewater Road
                         Charleston, West Virginia 25313
                                 (304) 769-1100

            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                    Copy to:

                             Mr. Randall S. Parks
                               Hunton & Williams
                         Riverfront Plaza, East Tower
                             951 East Byrd Street
                           Richmond, Virginia 23219
                                (804) 788-8200
                              --------------------
CALCULATION OF REGISTRATION FEE

==========================================================================================================================
                                                               Proposed  maximum     Proposed maximum
 Title of securities                           Amount to  be     offering price         aggregate          Amount of
  to be registered                              registered        per share(1)        offering price    registration fee
==========================================================================================================================
Common Stock, $2.50 par value                1,000,000 shares       $19.219             $19,219,000         $5,343

Rights to Purchase Junior Participating
Cumulative Preferred Stock, Series A
(no par value)(2)                            1,000,000 rights        N/A                   N/A                 N/A
==========================================================================================================================
==========================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933.  This amount was
calculated  based on the average of the high and low sales  prices of the Common
Stock on The Nasdaq National Market on September 21, 1999.

      (2) The  Rights to  Purchase  Junior  Participating  Cumulative  Preferred
Stock,  Series A will be attached to and will trade with shares of Common  Stock
of the Registrant.

===============================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and Exchange  Commission
(the "Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by City Holding Company (the "Company") with
the Commission (Commission File No. 0-1173) under the Securities Exchange Act of
1934 (the "Exchange Act") are hereby incorporated by reference in this
Prospectus: (i) the Company's Annual Report on Form 10-K for the period ended
December 31, 1998; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999; (iii) the Company's Current
Reports filed on Form 8-K on January 12, 1999 and September 14, 1999; and (iv)
the description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on May 28, 1987 under the Exchange Act, including
any reports filed under the Exchange Act for the purpose of updating such
description. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of all of the Common Stock shall be deemed to be incorporated by reference
herein.

      Any statement contained herein or in a document  incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the  purposes of this  Prospectus  to the extent that a statement  contained
herein or in any other  subsequently  filed document,  as the case may be, which
also is or is  deemed  to be  incorporated  by  reference  herein,  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

     The Company  will  provide on request and without  charge to each person to
whom this  Prospectus  is  delivered  a copy  (without  exhibits)  of any or all
documents  incorporated  by reference  into this  Prospectus.  Requests for such
copies should be directed to City Holding  Company,  25 Gatewater Road, P.O. Box
7520,  Charleston,  West Virginia  25356-0520,  Attn.:  Chief Financial  Officer
(telephone: (304) 769-1100).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.
Item 6.  Indemnification of Directors and Officers.

      Section 31-1-9 of the West Virginia  Corporation Act provides in part that
each West  Virginia  corporation  shall have power to  indemnify  any  director,
officer,  employee  or agent or  former  director,  officer,  employee  or agent
against expenses actually and reasonably  incurred by him in connection with the
defense of any claim,  action, suit or proceeding against him by reason of being
or having been such director, officer, employee or agent other than an action by
or in the right of the  corporation if he acted in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation. With respect to an action by or in the right of the corporation the
director,  officer,  employee or agent or former director,  officer, employee or
agent may be indemnified if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, except
in relation to matters as to which he shall be finally  adjudged in such action,
suit or proceeding  against him by reason of being or having been such director,
officer,  employee or agent to be liable for  negligence  or  misconduct  in the
performance  of duty;  and to make any other or  further  indemnity  to any such
persons that may be  authorized by the articles of  incorporation  or any by-law
made by the stockholders or any resolution  adopted,  before or after the event,
by the  stockholders.  The Articles of  Incorporation  of City  Holding  contain
provisions  pursuant to the foregoing  section of the West Virginia  Corporation
Act indemnifying  the directors,  officers and certain agents of City Holding in
certain   cases   against   expenses  and   liabilities   under   judgments  and
reimbursements of amounts paid in settlement.

      City Holding has purchased  directors and  officers'  liability  insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (l) the
directors and officers of City Holding  against  certain  losses,  to the extent
such losses are not  indemnified by City Holding,  and (2) City Holding,  to the
extent it indemnifies  such directors and officers for losses as permitted under
the laws of West Virginia.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

   4.1     City Holding Company 1993 Stock Incentive Plan.

   4.2     Amendment No. 1 to City Holding  Company 1993 Stock Incentive Plan.

   5.1     Opinion of Hunton & Williams (as to the  legality of the  securities
           being registered).

  23.1     Consent of Hunton & Williams  (included  in the opinion  filed as of
           Exhibit 5.1 to the Registration Statement).

  23.2     Consent of Ernst & Young LLP.

  24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings

      (a)   The undersigned registrant hereby undertakes:
1. To file,  during any period in which  offers or sales are made, a
post-effective amendment to this registration statement:

                  (i)   To include any prospectus  required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To  reflect  in the  prospectus  any  facts  or  events
                        arising  after the effective  date of the  registration
                        statement (or the most recent post-effective  amendment
                        thereof)  which,  individually  or  in  the  aggregate,
                        represent a fundamental  change in the  information set
                        forth in the  registration  statement.  Notwithstanding
                        the  foregoing,  any  increase or decrease in volume of
                        securities  offered  (if  the  total  dollar  value  of
                        securities  offered  would not  exceed  that  which was
                        registered)  and any deviation from the low or high end
                        of  the  estimated   maximum   offering  range  may  be
                        reflected  in the  form of  prospectus  filed  with the
                        Commission   pursuant   to  Rule   424(b)  if,  in  the
                        aggregate,  the  changes in volume and price  represent
                        no  more  than  20  percent   change  in  the   maximum
                        aggregate  offering price set forth in the "Calculation
                        of   Registration   Fee"   table   in   the   effective
                        registration statement; and

                  (iii) To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        registration  statement or any  material  change in such
                        information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

            2. That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            3.  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act, and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act, that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities  Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charleston, State of West Virginia on this 23rd day
of September, 1999.

                                    CITY HOLDING COMPANY
                                    (Registrant)

                                    By:   /s/ Steven J. Day
                                       -----------------------------------
                                          Steven J. Day
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)

                                POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 23, 1999. Each of the undersigned officers and
directors of the registrant hereby constitutes Steven J. Day, Robert A. Henson
and Randall S. Parks, and each of them severally, his true and lawful
attorneys-in-fact with full power to sign for him and in his name in the
capacities indicated below and to file any and all amendments to the
registration statement filed herewith, making such changes in the registration
statement as the registrant deems appropriate, and generally to do all such
things in his name and behalf in his capacity as an officer and director to
enable the registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.

/s/ Robert A. Henson                        /s/ Michael D. Dean
------------------------------              -------------------------------
Robert A. Henson                            Michael D. Dean
Chief Financial Officer                     Senior Vice President-Finance
(Principal Financial Officer)               (Principal Accounting Officer)

/s/ Samuel M. Bowling                       /s/ Dr. D. K. Cales
------------------------------              -------------------------------
Samuel M. Bowling                           Dr. D. K. Cales
Director                                    Director

/s/ Hugh R. Clonch                          /s/ Steven J. Day
------------------------------              -------------------------------
Hugh R. Clonch                              Steven J. Day
Director                                    Director/President and Chief
                                            Executive Officer

/s/ Robert D. Fisher
------------------------------
Robert D. Fisher
Director

/s/ Jay Goldman                             /s/ David E. Haden
-------------------------------             -------------------------------
Jay Goldman                                 David E. Haden
Director                                    Director

/s/ Carlin K. Harmon                        /s/ C. Dallas Kayser
-------------------------------             -------------------------------
Carlin K. Harmon                            C. Dallas Kayser
Director/Executive Vice President           Director
/s/ Leon K. Oxley                           /s/ Mark H. Schaul
-------------------------------             -------------------------------
Leon K. Oxley                               Mark H. Schaul
Director                                    Director

/s/ Philip W. Cain                          /s/ William C. Dolin
-------------------------------             -------------------------------
Philip W. Cain                              William C. Dolin
Director                                    Director

/s/ David W. Hambrick                       /s/ Frank S. Harkins, Jr.
-------------------------------             -------------------------------
David W. Hambrick                           Frank S. Harkins, Jr.
Director                                    Director

/s/ Tracey W. Hylton, II                    /s/ B. C. McGinnis III
-------------------------------             -------------------------------
Tracy W. Hylton, II                         B. C. McGinnis III
Director                                    Director

/s/ Thomas L. McGinnis                      /s/ Philip L. McLaughlin
-------------------------------             -------------------------------
Thomas L. McGinnis                          Philip L. McLaughlin
Director                                    Director

/s/ E. M. Payne III                         /s/ R. T. Rogers
-------------------------------             -------------------------------
E. M. Payne III                             R. T. Rogers
Director                                    Director

/s/ James E. Songer, Sr.                    /s/ Albert M. Tieche, Jr.
-------------------------------             -------------------------------
James E. Songer, Sr.                        Albert M. Tieche, Jr.
Director                                    Director
EXHIBIT INDEX

Exhibit No.                     Description

   4.1    City Holding Company 1993 Stock Incentive Plan.

   4.2    Amendment No. 1 to City Holding Company 1993 Stock Incentive Plan.

   5.1    Opinion of Hunton & Williams (as to the legality of the securities
          being registered).

  23.1    Consent of Hunton & Williams (included in the opinion filed as of
          Exhibit 5.1 to the Registration Statement).

  23.2    Consent of Ernst & Young LLP.

  24.1    Power of Attorney (included on signature page).