
                                  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 15, 2000


                              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

     Attached  hereto as Exhibit 99 is a news release issued on May 15, 2000, by
City Holding Company ("the Company") announcing its second quarter 2000 dividend
of eight cents per share payable on June 15, 2000 to  shareholders  of record as
of June 1, 2000. The announced  dividend  represents a decrease of 60% from 1999
cash  dividends  on an  annualized  basis.  The  Company's  Board  of  Directors
determined  to reduce the  quarterly  dividend in  recognition  of the  expenses
associated  with the $6  million  addition  to the  allowance  for  loan  losses
(reflected  in the  restatement  of 1999  earnings),  coupled  with a decline in
earnings in the first  quarter  experienced  by the Company's  various  business
segments.

     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 15, 2000

     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 17, 2000
                                           By: /s/ Michael D. Dean
                                           ----------------------------------
                                           Michael D. Dean
                                           Senior Vice President - Finance,
                                           Chief Accounting Officer and
                                           Duly Authorized Officer



