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 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) 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) 3/26/2014
(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	3/26/2014		A		2467   (1)	A	$0   (2)	33344	D
Common Stock								1586.9891   (3)	I	by 401(k) Plan & Trust

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	$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
Stock Option to Buy	$32.09							2/26/2015	2/25/2020	Common Stock	3000		3000	D
Stock Option to Buy	$35.09							3/30/2016	3/29/2021	Common Stock	3000		3000	D
Stock Option to Buy	$35.39							3/28/2017	3/27/2022	Common Stock	3234		3234	D
Stock Option to Buy	$37.74							2/27/2018	2/26/2023	Common Stock	3234		3234	D
Stock Option to Buy	$44.43	3/26/2014		A		967   (5)		3/26/2017	3/25/2024	Common Stock	967	$0	967	D
Stock Option to Buy	$44.43	3/26/2014		A		967   (5)		3/26/2018	3/25/2024	Common Stock	967	$0	967	D
Stock Option to Buy	$44.43	3/26/2014		A		968   (5)		3/26/2019	3/25/2024	Common Stock	968	$0	968	D

Explanation of Responses:
( 1)	Restricted shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.
( 2)	For purposes of establishing a value of the stock award, the Company has determined that $44.43 per share, or 100% of the fair market value of the Company's common stock on 3/26/2014 the date of grant for the award, is appropriate.
( 3)	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 12/31/2013 valuation date.
( 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. All options awarded pursuant to this grant have vested.
( 5)	Options granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.

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		3/28/2014
** 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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