UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

Common Stock, $1.00 par value

City National Corporation, 400 North Roxbury Drive, Beverly Hills, California 90210

Item 2.

Identity and Background

This statement is filed on behalf of a group consisting of the following reporting persons:

Reporting Person

Name

1.

Bram Goldsmith, individually

2.

The Bram and Elaine Goldsmith Family Trust

3

The Elaine Goldsmith Revocable Trust

4

Bram Goldsmith, as trustee of Oak Trust A

5

The Goldsmith Family Foundation

Item 3.

Source and Amount of Funds or Other Consideration

The transaction which this Schedule 13D is being filed to report is a pro rata partnership distribution by the Goldsmith Family Partnership (prior reporting person 4 on Schedule 13D, Amendment No. 4) (the “Partnership”) to its partners for no consideration (including to The Bram and Elaine Goldsmith Family Trust (Reporting Person 2), and the immediate subsequent sale of all partnership interests held by The Bram and Elaine Goldsmith Family Trust (Reporting Person 2) in the Partnership to two of the limited partners in exchange for shares of City National Corporation stock.  As a result of the foregoing transaction, The Bram and Elaine Goldsmith Family Trust ceased to have any interest in the Partnership and, therefore, to have any beneficial ownership of the shares of City National common stock held by the Partnership.

The prior acquisitions of securities included in the beneficial ownership of the group are not described herein as they were for no consideration (including, but not limited to, gifts, transfers of shares between members of the reporting group (including the Partnership), and stock dividends), were transfers of shares from partners of the Partnership in payment of pre-existing loans, were dispositions of securities, or were not material acquisitions, including purchases made by the CNC Profit Sharing Plan for Mr. Goldsmith's account.

Item 4.

Purpose of Transaction

The purpose of all distributions and/or acquisitions described herein by the group filing this Form 13D has been investment in City National Corporation, of which Bram Goldsmith is the Chairman of the Board. and Russell Goldsmith is Chief Executive Officer and Vice Chairman.

The reporting persons have no plans or proposals which relate to or would result in any action described in this Item, other than (a) purchases and other acquisitions of securities from time to time for investment purposes, and (b) gifts and other dispositions of securities from time to time in the ordinary course.

Item 5.

Interest in Securities of the Issuer

(a)

The following table sets forth the aggregate number and percentage of shares of City National Corporation common stock owned by each of the reporting persons and by the group as a whole.  For clarity, beneficial ownership is shown without duplication, notwithstanding the fact that Bram Goldsmith (Reporting Person 1) may be deemed the beneficial owner of shares held by the other reporting persons.  None of the shares shown are shares as to which the listed beneficial owner has the right to acquire beneficial ownership, as specified in Rule 13d-(d)(1)(i).

Name of Beneficial Owner

Number of
Shares Held

Percent
of Class

Bram Goldsmith (Reporting Person 1)

60,378

(1)

0.1

%(1)

The Bram and Elaine Goldsmith Family Trust (Reporting Person 2)

2,937,514

6.0

%

Elaine Goldsmith Revocable Trust (Reporting Person 3)

567,989

1.2

%

Bram Goldsmith, as trustee of Oak Trust A (Reporting Person 4)

13,731

0.3

%

The Goldsmith Family Foundation (Reporting Person 5)

244,780

(2)

0.5

%

Group Total

3,824,392

7.85

%

(b)

Reference is made to items 7 through 10 on the cover sheet for each reporting person.

(c)

On May 19, 2004, the Goldsmith Family Partnership  (the “Partnership”) transferred, as a pro rata partnership distribution for no consideration, 60,113 shares to each of its partners, including Reporting Person 2 and other partners whose holdings are not included within the group for which this Form 13D is being filed.  Immediately after the transfer, the Bram and Elaine Goldsmith Family Trust (reporting person 2) transferred all of its general partnership interests in the Partnership to two of the limited partners in exchange for an aggregate of 42,900 shares of City National Corporation stock.  As a result, the Bram and Elaine Goldsmith Family Trust no longer holds any partnership interest in the Partnership and Bram and Elaine Goldsmith no longer hold any beneficial ownership in the City National shares held therein.  The percentage of the class beneficially owned by the reporting persons has decreased to 7.85%.  These transfers and other changes in the beneficial ownership of the reporting persons prior to the filing of this Form 13D, either individually or in the aggregate, have resulted in the beneficial ownership shown on this Form 13D.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale, of such securities.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7.

Material to Be Filed as Exhibits

None.

Date

June 1, 2004

Reporting Person 1

/s/ Bram Goldsmith

Signature

Bram Goldsmith

Name/Title

Reporting Person 2

/s/Bram Goldsmith

Signature

Bram Goldsmith, Trustee of the Bram and Elaine Goldsmith Family Trust

Name/Title

Reporting Person No. 3

/s/Bram Goldsmith

Signature

Bram Goldsmith, Trustee of the Elaine Goldsmith Revocable Trust

Name/Title

Reporting Person 4

/s/ Bram Goldsmith

Signature

Bram Goldsmith, as trustee of Oak Trust A

Name/Title

Reporting Person 5

/s/ Bram Goldsmith

Signature

The Goldsmith Family Foundation, by Bram Goldsmith, President

Name/Title