                              
                              
<PAGE>

      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              
                              
                   Washington, D.C. 20549
                              
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT
                              
                              
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
                              
Date of Report (Date of earliest event reported): April 17, 1997
 
                   [KeyCorp logo appears here]                              

                              KEYCORP
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)

       Ohio                    0-850                63-0593897
-----------------         ---------------       -------------------
 (State or other          Commission File        (I.R.S. Employer
 jurisdiction of              Number            Identification No.)
 incorporation or
  organization)


 127 Public Square, Cleveland, Ohio                  44114-1306
 ----------------------------------------           ------------ 
 (Address of principal executive offices)            (Zip Code)

      


Registrant's telephone number, including area code:  (216) 689-6300
                              
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ITEM 5. OTHER EVENTS
        ------------

On April 17, 1997, the Registrant issued a press release announcing 
its earnings results for the three month period ended March 31, 1997.
This press release is attached as Exhibit 99 to this report and
incorporated herein by reference.
	
       	      PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
             	FORWARD LOOKING STATEMENTS DISCLOSURE

In connection with any forward looking statements made by the 
Registrant, the following disclosure is	made.  Actual results could
differ materially from those contained in or implied by such 
statements for a variety of factors including: (1) sharp and/or
rapid changes in interest rates, (2) significant changes in the
economic scenario from the current anticipated scenario which could
materially change anticipated credit quality trends and the ability 
to generate loans, (3) significant delay in or inability to execute
strategic initiatives designed to grow revenues and/or control 
expenses, including plans to form a nationwide bank, to reduce
expenses to achieve a 55% efficiency ratio by around the end of 
1997, and to both consolidate and divest branches, and (4) 
significant changes in accounting, tax, or regulatory practices or
requirements.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
        -----------------------------------------------------------------
	
(c)    	Exhibits
        --------
       	99. The Registrant's April 17, 1997, press release announcing its
            earnings results for the three month period ended March 31, 1997.

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                            SIGNATURE


Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
   
                                             KEYCORP
                                          ------------ 
                                          (Registrant)


Date:  April 17, 1997                     /s/   Lee Irving
                                          ------------------
                                          By:   Lee Irving
                                                Executive Vice President
                                                and Chief Accounting Officer
