<SUBMISSION>
<ACCESSION-NUMBER>0001127264-02-000003
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020127
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020110
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CITY HOLDING CO
<CIK>0000726854
<ASSIGNED-SIC>6021
<IRS-NUMBER>550619957
<STATE-OF-INCORPORATION>WV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-11733
<FILM-NUMBER>2506434
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>25 GATEWATER ROAD
<STREET2>P O BOX 7520
<CITY>CHARLESTON
<STATE>WV
<ZIP>25313
<PHONE>3047691100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>25 GATEWATER ROAD
<STREET2>P O BOX 7520
<CITY>CHARLESTON
<STATE>WV
<ZIP>25313
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>city_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                                  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): January 2, 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 January 2, 2002,  City Holding  Company ("the  Company")  issued a news
release announcing that it had learned that a derivative  complaint was filed in
Kanawha  County  Circuit  Court in  Charleston,  West Virginia on behalf of City
National Bank of West Virginia ("City National") and the Company seeking to have
the Company recover certain alleged damages. The derivative lawsuit was filed by
a  single  shareholder  and  seeks  to have the  monetary  damages  paid to City
National Bank and the Company.

      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
                                                        January 2, 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: January 10, 2002
                                       By: /s/ Michael D. Dean
                                       ----------------------------------
                                       Michael D. Dean
                                       Senior Vice President - Finance,
                                       Chief Accounting Officer and
                                       Duly Authorized Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex_99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                      Exhibit 99
NEWS RELEASE

                                                                 January 2, 2002
                                                For Further Information Contact:
                                                Jerry Francis, CEO, City Holding
                                                                  (304) 769-1101


   City Holding Company Reports A Derivative Suit Has Been Filed on Behalf of
            the Company Against Former Officers and Various Directors

      CHARLESTON,  West Virginia,  January 2/PR  Newswire/City  Holding  Company
(NASDAQ-NMS:  CHCO),  a $2.0  billion  bank  holding  company  headquartered  in
Charleston today announced it has learned that a derivative  complaint was filed
in Kanawha County  Circuit Court in Charleston,  West Virginia on behalf of City
National  Bank and City  Holding  Company  seeking to have the  Company  recover
alleged damages caused by the purported  negligence of former executive officers
and various directors.

      The lawsuit alleges that during the  approximate  time period of late 1997
through 1999, the defendants did not properly  manage the company,  resulting in
substantial  charges  against  earnings.  The suit  further  seeks to have three
former executive  officers:  Steve Day, Bob Henson, and Matthew Call to remit to
the company any compensation  paid to them after their date of termination.  The
suit further seeks an award of attorney's fees, and other unspecified damages.

      The derivative lawsuit was filed by a single shareholder and seeks to have
the monetary damages paid to City National Bank and City Holding Company.

      City Holding  Company is the parent  company of City National Bank of West
Virginia and City Financial  Corporation.  In addition to its banking divisions,
City National Bank operates City Insurance  Professionals,  an insurance  agency
offering a full range of insurance products and services.

      Information  contained  in  this  news  release  includes  forward-looking
information.  Such forward-looking  information involves risks and uncertainties
and is provided to assist  investors and Company  shareholders in  understanding
anticipated  operations  of the  Company.  The Company  disclaims  any intent or
obligation to update this forward-looking information.


</TEXT>
</DOCUMENT>
</SUBMISSION>
