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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Morris Robert L   2. Issuer Name and Ticker or Trading Symbol KEYCORP /NEW/ [KEY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (Month/Day/Year) 03/02/2012 (Street) CLEVELAND, OH 44114 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Shares 03/02/2012   M   285 A $ 0 8,319 D   Common Shares 03/04/2012   M   1,227 A $ 0 9,546 D   Common Shares               19,200 I Savings Plan (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 7.98

03/02/2012

A

17,741

03/02/2013(2)

03/02/2022

Common Shares

17,741

$ 7.98

17,741

D

Phantom Shares (3)

$ 7.98

03/02/2012

A

8,521

03/02/2015

03/02/2015

Common Shares

8,521

$ 7.98

15,956

D

Restricted Stock Units

$ 7.98

03/02/2012

A

8,270

03/02/2013(4)

03/02/2013(4)

Common Shares

8,270

$ 7.98

24,312 (5)

D

Restricted Stock Units

$ 7.98

03/02/2012

F

134

03/02/2012

03/02/2012

Common Shares

134

$ 7.98

24,312 (5)

D

Restricted Stock Units

$ 0 (6)

03/02/2012

M

285

03/02/2012

03/02/2012

Common Shares

285

$ 0 (6)

24,312 (5)

D

Restricted Stock Units

$ 7.98

03/04/2012

F

577

03/04/2012

03/04/2012

Common Shares

577

$ 7.98

24,312 (5)

D

Restricted Stock Units

$ 0 (6)

03/04/2012

M

1,227

03/04/2012

03/04/2012

Common Shares

1,227

$ 0 (6)

24,312 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Morris Robert L KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114			Chief Accounting Officer

Signatures

Steven N. Bulloch POA for Robert L. Morris		03/06/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As of December 31, 2011.
(2)	Options vest in four annual installments
(3)	Performance Shares payable in cash.
(4)	Restricted Stock Units vest in four annual installments.
(5)	Restricted Stock Units owned after the completion of all reported transactions.
(6)	Conversion to common shares is on a one to one basis.

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