Mail Stop 4561
								October 28, 2005

Mr. Lee G. Irving
Executive Vice President and
Chief Accounting Officer
KeyCorp
127 Public Square
Cleveland, Ohio 44114-1306

Re:	KeyCorp
	Form 10-K for the fiscal year ended
	December 31, 2004
	Forms 10-Q for quarterly periods ended
	March 31, 2005 and June 30, 2005
      File No.  001-11302

Dear Mr. Irving:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to
provide
us with more information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the fiscal year ended December 31, 2004

Cover Page

1. In future 1934 Act filings please use the file number 1-11302.




Exhibit 13

Management`s Discussion & Analysis of Financial Condition &
Results
of Operations, page 10

2. We note your disclosure on page 10 that one of your long-term
goals are to grow earnings per common share at an annual rate of
8%
to 10%.  Please tell us and in future filings explain how shares
repurchased in excess of shares issued, such as during 2003 and
2004,
impacts your evaluation of your achievement this long-term goal.

Financial Statements

Note 1 - Summary of Significant Accounting Policies - Loans, page
56

3. We note your disclosure that direct financing leases are
carried
at the aggregate of lease payments receivable plus estimated
residual
values, less unearned income.  Please tell us and in future
filings
disclose how you estimate the residual values of leased assets.

Note 7 - Loans, page 67

4. In future filings please present loans held for sale on the
face
of the balance sheet.  Refer to paragraph .13(4)(e) of SOP 01-6.

Note 17 - Income Taxes, page 80

5. We note your disclosure that although the ultimate resolution
of
LILO transaction matters is unknown, you have provided tax
reserves
that management currently believes are adequate.  Please tell us
the
amount of tax reserves accrued related to the LILO transactions
and
how you determined the amount accrued.  Depending on the
circumstances, disclosure of the accrued amount may be required.
Refer to paragraphs 8 and 9 of SFAS 5.

6. Please tell us and in future filings disclose the nature and
terms
of your LILO transactions.



7. Please tell us and in future filings quantify your exposure to
loss in excess of the amount accrued when there is at least a
reasonable possibility that a loss or an additional loss may have
been incurred related to your LILO tax deductions.  Refer to
paragraph 10 of SFAS 5.

8. We note your disclosure that you have other leveraged lease
financing transactions currently being examined by the IRS and
have
been informed that the IRS intends to disallow all deductions
related
to such transactions.  Please tell us the amount of tax reserves
accrued related to the leveraged lease deductions and how you
determined the amount accrued.  Depending on the circumstances,
disclosure of the accrued amount may be required.  Refer to
paragraphs 8 and 9 of SFAS 5.

9. Please tell us and in future filings quantify your exposure to
loss in excess of the amount accrued when there is at least a
reasonable possibility that a loss or an additional loss may have
been incurred related to your other leveraged lease tax
deductions.
Refer to paragraph 10 of SFAS 5.

10. Please tell us and in future filings disclose the nature of
the
deductions that the IRS is potentially disallowing related to your
LILO and other leveraged lease transactions.


Form 10-Q for the quarterly period ended June 30, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Consumer Banking, page 36

11. We note your disclosure that noninterest expense increased due
to
reserves established to absorb potential noncredit-related losses
from your education lending business.  Please tell us and in
future
filings disclose the nature of the potential noncredit-related
losses, the amount of the accrual, how the amount of the accrual
was
determined, and the circumstances or events leading to the
accrual.
Refer to paragraphs 9 and 10 of SFAS 5.




      Please respond to these comments within ten business days or
tell us when you will respond.  Please furnish a cover letter that
keys your responses to our comments and provides and requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated
by the Commission or any person under the federal securities laws
of
the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Chris Harley at (202) 551-3695 or me at (202)
551-3449 if you have questions regarding these comments.

							Sincerely,


							Joyce Sweeney
							Accounting Branch Chief
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Mr. Lee Irving
Executive Vice President and
Chief Accounting Officer
KeyCorp
October 28, 2005
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