- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * STILWELL CRAIG G	2. Issuer Name and Ticker or Trading Symbol CITY HOLDING CO [ CHCO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP Retail Banking
(Last)          (First)          (Middle) 25 GATEWATER ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 4/29/2009
(Street) CROSS LANES, WV 25313 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1307.8900   (1)	I	by 401(k) Plan & Trust
Common Stock	4/29/2009		A		10125   (5)	A	$0	26888	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option to Buy	$28.00							(2)	2/25/2013	Common Stock	10000		10000	D
Stock Option to Buy	$33.90							(2)	2/24/2014	Common Stock	10000		10000	D
Stock Option to Buy	$31.32							(3)	2/24/2015	Common Stock	5000		5000	D
Stock Option to Buy	$36.90							12/21/2005	12/20/2015	Common Stock	5000		5000	D
Stock Option to Buy	$39.34							(4)	2/27/2017	Common Stock	10000		10000	D
Stock Option to Buy	$40.88							3/26/2013	3/25/2018	Common Stock	3000		3000	D
Stock Option to Buy	$28.15							3/25/2014	3/24/2019	Common Stock	3000		3000	D

Explanation of Responses:
( 1)	Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2008 valuation date.
( 2)	Option awards are subject to value vesting and vest only when the stock achieves certain target threshholds.
( 3)	Options will vest and become exerciseable in five separate installments as follows: 1,000 on 2/25/2006; 1,000 on 2/25/2007; 1,000 on 2/25/2008; 1,000 on 2/25/2009; and 1,000 on 2/25/2010.
( 4)	Options will vest and become exerciseable in two separate installments as follows: 5,000 on 2/28/2011; and 5,000 on 2/28/2012.
( 5)	Restricted stock award with vesting as follows: 4/30/16 - 2,000 shares; 4/30/17 ? 2,500 shares; 4/30/18 ? 2,700 shares; 4/30/19 ? 2,925 shares. Cumulative vesting on involuntary termination after a change of control: before 4/30/10 ? 2,025 shares; 5/1/10 to 4/30/11 ? 4,050 shares; 5/1/11 to 4/30/12 ? 6,075 shares; 5/1/12 to 4/30/13 ? 8,100 shares; after 5/1/13 ? 10,125 shares.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STILWELL CRAIG G 25 GATEWATER ROAD CROSS LANES, WV 25313			EVP Retail Banking

Signatures
Victoria A. Faw, Attorney-in-Fact		5/1/2009
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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