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 *
  Devine Dennis A
 2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2014		 3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY]
(Last)
(First)
(Middle)
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)
Co-Pres., Key Community Bank
 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 5,474
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
Options to Buy 03/01/2014(1) 03/01/2023 Common Shares 14,084 $ 9.33 D  
Options to Buy 02/17/2015(1) 02/17/2024 Common Shares 10,931 $ 12.92 D  
Restricted Stock Unit   (2)   (2) Common Shares 83,753 $ (3) D  
Restricted Stock Unit   (4)   (4) Common Shares 24,587 $ (3) D  
Restricted Stock Unit   (5)   (5) Common Shares 26,808 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Devine Dennis A
127 PUBLIC SQUARE
CLEVELAND, OH 44114		       Co-Pres., Key Community Bank  

Signatures

Frank P. Esposito POA for Dennis A. Devine 05/30/2014
**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) Vests in four equal annual installments, beginning on the date shown.
(2) These restricted stock units vest in four equal annual installments. The first installment vested on August 27, 2013.
(3) Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(4) These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.
(5) These restricted stock units vest in four equal annual installments beginning on February 17, 2015.

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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