Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  DeAngelis Robert A
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2013
3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY]
(Last)
(First)
(Middle)
C/O KEYCORP, 127 PUBLIC SQUARE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Dir, Enterprise Program Mgmt
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CLEVELAND, OH 44114
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares 81,809
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy 12/29/2007(1) 12/29/2016 Common Shares 26,000 $ 38.15 D  
Option to Buy 07/20/2008(1) 07/20/2017 Common Shares 23,571 $ 36.2 D  
Option to Buy 07/25/2009(1) 07/25/2018 Common Shares 40,000 $ 11.16 D  
Option to Buy 07/27/2010(1) 07/27/2019 Common Shares 46,750 $ 5.55 D  
Option to Buy 07/27/2011(2) 07/27/2020 Common Shares 36,464 $ 8.42 D  
Option to Buy 03/04/2012(3) 03/04/2021 Common Shares 30,841 $ 9.26 D  
Option to Buy 03/02/2013(3) 03/02/2022 Common Shares 53,225 $ 7.98 D  
Option to Buy 03/01/2014(3) 03/01/2023 Common Shares 11,267 $ 9.33 D  
Restricted Stock Units 03/01/2014(3) 03/01/2017(3) Common Shares 25,723 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DeAngelis Robert A
C/O KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114
      Dir, Enterprise Program Mgmt  

Signatures

Frank P. Esposito POA for Robert A. DeAngelis 03/22/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Vested in three equal annual installments. Options are fully vested.
(2) Vests in three equal annual installments. First vesting occurred on the date shown.
(3) Vests in four equal annual installments beginning on the date shown.
(4) Conversion to Common Shares is on a one-for-one basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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