Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 (Month/Day/Year)
04/29/2009
(Street)

CROSS LANES, WV 25313		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               1,307.89 (1) I by 401(k) Plan & Trust
Common Stock 04/29/2009   A   10,125 (5) A $ 0 26,888 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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               (2) 02/25/2013 Common Stock 10,000   10,000 D  
Stock Option to Buy $ 33.9               (2) 02/24/2014 Common Stock 10,000   10,000 D  
Stock Option to Buy $ 31.32               (3) 02/24/2015 Common Stock 5,000   5,000 D  
Stock Option to Buy $ 36.9             12/21/2005 12/20/2015 Common Stock 5,000   5,000 D  
Stock Option to Buy $ 39.34               (4) 02/27/2017 Common Stock 10,000   10,000 D  
Stock Option to Buy $ 40.88             03/26/2013 03/25/2018 Common Stock 3,000   3,000 D  
Stock Option to Buy $ 28.15             03/25/2014 03/24/2019 Common Stock 3,000   3,000 D  

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   05/01/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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