SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDSMITH RUSSELL D

(Last)

(First)

(Middle)

400 N. ROXBURY DRIVE

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITY NATIONAL CORP [ CYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock 1.00 par value	04/27/2004		M		4,800	A	$13.375	4,800	D
Common stock 1.00 par value	04/27/2004		S		1,800	D	$62.5	3,000	D
Common stock 1.00 par value	04/27/2004		S		1,500	D	$62.6	1,500	D
Common stock 1.00 par value	04/27/2004		S		1,500	D	$62.86	0	D
Common stock 1.00 par value								419,293	I	By the Russell Goldsmith Trust
Common stock 1.00 par value								2,920,113	I	By the Goldsmith Family Partnership
Common stock 1.00 par value								4,134	I	As trustee of the Kathryn Goldsmith 1985 Trust
Common stock 1.00 par value								4,134	I	As trustee of the Brian Goldsmith 1985 Trust
Common stock 1.00 par value								75,470	I	As trustee of the Maple Trust I
Common stock 1.00 par value								75,470	I	As trustee of Maple Trust II
Common stock 1.00 par value								75,470	I	As trustee of Pine Trust I
Common stock 1.00 par value								75,470	I	As trustee of Pine Trust II
Common stock 1.00 par value								7,500	I	By the MKB Co. Ltd⁽¹⁾
Common stock 1.00 par value								2,384⁽²⁾	I	By Profit Sharing Plan⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option (right to buy)	$13.375	04/27/2004		M			4,800	10/16/1995⁽³⁾	10/15/2005	Common stock 1.00 par value	4,800	$0	140,200	D

Explanation of Responses:

1. MKB Co. Ltd. is a limited liability company of which the reporting person's spouse is the managing member. The number of shares of City National Corporation held by MKB Co Ltd. exceeds her pecuniary interest therein and the reporting person disclaims beneficial ownership of all of said shares.

2. Shares of City National Corporation Common stock currently held in the reporting person's City National Corporation Profit Sharing Plan account.

3. The options vest in three equal annual installments beginning on this date.

	Russell D. Goldsmith	04/27/2004
	** 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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