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CORRESP
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April 26, 2005

VIA
EDGAR AND FACSIMILE

Mr.
Paul Cline, Senior Accountant

Mr.
Michael Volley, Staff Accountant

U.S.
Securities and Exchange Commission, Mail Stop 4-8

Division
of Corporate Finance

450
Fifth Street, N.W.

Washington,
D.C. 20549

Re:                             City
National Corporation Form 10-K

Filed March 15, 2005

SEC File No. 001-10521

Dear Messrs Cline and
Volley:

On behalf of City National Corporation (the “Company”),
this letter is in response to the comment letter dated April 12, 2005 from Mr.
Cline to Mr. Carey with respect to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2004 (the “10-K”).
The text of your letter has been included for your reference and the
Company’s response is presented below each comment.

1.  Accounting for Derivatives and Hedging
Activity – page A-6

Please revise your disclosures
for your fair value and cash flow hedges as follows:

•                  Describe how and when you
test your hedges to determine that they meet the criteria for initial and
subsequent period hedge accounting;

•                  Disclose when you report
realized and unrealized gains and losses on hedges and hedged items in your
statement of income; and

•                  Specifically disclose the
hedged item for each of your hedges.

Supplementally provide us with
your proposed disclosure.

Form 10-K - Page A-6 –Proposed Revised Disclosure:

Accounting for derivatives and hedging activities

In accordance with
Statement of Financial Accounting Standards No. 133 “Accounting for Derivative
Instruments and Hedging Activities,” as amended (SFAS No. 133), the Company
recognizes derivatives as assets or liabilities on the balance sheet at their
fair value. The treatment of changes in the fair value of derivatives depends
on the character of the transaction.  As
part of its asset and liability management strategies, the Company uses interest
rate swaps to reduce cash flow variability and to moderate changes in the fair
value of long-term financial instruments.

In accordance with
SFAS No. 133, the Company documents its hedge relationships, including
identification of the hedging instruments and the hedged items, as well as its
risk management objectives and strategies for undertaking the hedge transaction
at the time the derivative contract is executed. This includes designating each
derivative contract as either (i) a “fair value hedge” (a hedge of a recognized
asset or liability), (ii) a “cash flow hedge” (a hedge of a forecasted
transaction or of the variability of the cash flows to be received or paid
related to a recognized asset or liability) or (iii) an “undesignated hedge” (a
derivative instrument not designated as a hedging instrument whose change in
fair value is recognized as a benefit for protection against changing interest
rates) and then linking all derivatives designated as fair value or cash flow
hedges to specific assets and liabilities on the balance sheet.  The Company did not have any undesignated
hedges during 2004 and 2003.

Both at inception
and at least quarterly thereafter, the Company assesses whether the derivatives
used in hedging transactions are highly effective (as discussed in SFAS No.
133) in offsetting changes in either the fair value or cash flows of the hedged
item.  For cash flow hedges, in which
derivatives hedge the variability of cash flows related to loans that are
indexed to US dollar LIBOR, the interest rate payment characteristics of LIBOR
based loans are analyzed, and interest rate swaps are executed to match the key
terms of the underlying loan transactions, thus ensuring the effectiveness at
inception. At least quarterly, the LIBOR loan portfolio is evaluated and
compared to the related interest rate swap transaction to ensure continuing
effectiveness.  For fair value hedges, in
which derivatives hedge the fair value of certificates of deposits, subordinated
debt and other long-term debt, the interest rate swaps are structured so that
all key terms of the swaps match those of the underlying debt transaction,
therefore ensuring hedge effectiveness at inception. On a quarterly basis, fair
value hedges are analyzed to ensure that the key terms of the hedged item and
hedging instrument remain unchanged, therefore ensuring continuing
effectiveness.

For fair-value
hedges, the effective portion of the changes in the fair value of derivatives is
reflected in current earnings on the same line in the consolidated statement of
income as the hedged item, i.e. included in interest expense on deposits, other
long-term debt and subordinated debt. The ineffective portion of a change in a fair
value hedge (the difference between changes in the fair value of the interest
rate

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swap agreement and
the hedged item) is recognized in other non-interest income in the consolidated
statement of income.  Fair values are
determined from verifiable third-party sources that have considerable
experience with the interest rate swap market.

For effective
cash-flow hedges, changes in the derivatives’ fair value are reported in other
comprehensive income. When the cash flows associated with the hedged item are
realized, the gain or loss included in other comprehensive income is recognized
on the same line in the consolidated statement of income as the hedged item,
i.e. included in the interest income on loans. To the extent these derivatives
are not effective, changes in their fair values will be immediately recognized
in other non-interest income in the consolidated statement of income.

For both fair
value and cash flow hedges, the periodic accrual of interest receivable or
payable on interest rate swaps is recorded as an adjustment to net interest
income for the hedged items.

The Company
discontinues hedge accounting prospectively when (i) a derivative is no longer
highly effective in offsetting changes in the fair value or cash flows of a
hedged item, (ii) a derivative expires or is sold, terminated, or exercised,
(iii) a derivative is de-designated as a hedge, because it is unlikely that a
forecasted transaction will occur; (iv) the Company determines that designation
of a derivative as a hedge is no longer appropriate.

If a derivative
instrument in a fair value hedge is terminated or the hedge designation
removed, the previous adjustments to the carrying amount of the hedged asset or
liability are subsequently accounted for in the same manner as other components
of the carrying amount of that asset or liability. For interest-earning assets
and interest-bearing liabilities, such adjustments are amortized into earnings
over the remaining life of the respective asset or liability. If a derivative
instrument in a cash flow hedge is terminated or the hedge designation is
removed, related amounts reported in other comprehensive income are
reclassified into earnings in the same period or periods during which the
hedged forecasted transaction affects earnings.

This discussion, as
revised, will be incorporated into the Company’s future filings on Form 10-K as
requested.

2.  Provision for Credit
Losses – page A-13

We note that you have not
recorded a provision for credit losses since the second quarter of 2003.  Please revise your discussion of the results
of operations in MD&A to specifically discuss the changes in asset quality,
to explain how those changes have affected your allowance for loan losses and
the provision for credit losses and to discuss the related trends on income.

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Form 10-K – Page A-13 – Proposed
Revised Disclosure:

Provision
for Credit Losses

The Company accounts for
the credit risk associated with lending activities through its allowance and
provision for loan losses.  The provision
is the expense recognized in the income statement to adjust the allowance to the
level deemed appropriate by management, as determined through application of
the Company’s allowance methodology procedures. (See “Critical Accounting
Policies” on page A-5.)

The Company has not
recorded a provision for loan losses since the second quarter of 2003. This was
attributable to the continued strong credit quality of the Company’s loan
portfolio, modest loan growth, changing economic conditions in 2003 and 2004
and management’s ongoing assessment of the credit quality of the loan portfolio.
The key indicators of the improving asset quality of the loan portfolio during
the period were an improvement in credit risk ratings, a decline in
non-performing assets and low levels of net charge-offs. Total non-performing
assets (nonaccrual loans and ORE) decreased from $42.3 million at December 31,
2003 to $34.6 million at December 31, 2004. Net loan charge-offs decreased from
$27.5 million during the year ended December 31, 2003 to $5.7 million during
the year ended December 31, 2004. In addition, although the Company’s
residential mortgage portfolio experienced a higher loan growth rate in 2003
and 2004 (as compared to more modest loan growth in other loan categories), since
this loan portfolio has low loss characteristics, the increase did not
significantly impact the allowance for loan losses.

In response to the
improving credit performance and economic conditions, the Company considered it
appropriate not to record a provision for loan losses in the second half of
2003 and during 2004. Refer to “Balance Sheet Analysis – Asset Quality –
Allowance for Loan Losses and Reserve for Off-Balance Sheet Credit Commitments”
[on pages A-28 through A-33] for further information on trends in net
charge-offs and non-performing assets as well as other factors considered by
the Company in assessing the credit quality of the loan portfolio and
establishing the allowance for loan losses.

As a result of not
recording the provision for loan losses since second quarter of 2003, the
Company’s net income was positively impacted in 2003 and 2004.  The Company expects that the provision for
credit losses may be higher in 2005 if loan growth continues and if the levels
of nonperforming loans and net charge-offs increase.  (See page A-29, “Balance Sheet Analysis –
Asset Quality – Allowance for Loan Losses and Reserve for Off-Balance Sheet
Credit Commitments.”)

This discussion, as
revised, will be incorporated into the Company’s future periodic filings as
requested.

The Company specifically
acknowledges that:

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•                  the Company is responsible for the
adequacy and accuracy of the disclosures in the filing;

•                  staff comments or changes to
disclosures in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and

•                  the Company may not assert staff
comment as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

If you have any questions
or comments concerning the responses contained in this letter, please do not
hesitate to contact the undersigned at (310) 888-6777.

Very truly yours,

  /s/ Christopher
  J. Carey

  Christopher J. Carey

  Executive Vice
  President,

  Chief Financial
  Officer

  cc:

  Michael B. Cahill

  Executive VP

  General Counsel & Secretary