8-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 24, 2003

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

           Ohio                          0-850                   34-6542451
- ----------------------------      ----------------------     -------------------
(State or other jurisdiction      Commission File Number      (I.R.S. Employer
    of incorporation or                                      Identification No.)
       organization)


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


       Registrant's telephone number, including area code: (216) 689-6300












ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On January 24, 2003, the Registrant sent a notice to its directors and executive
officers informing them that the KeyCorp 401(k) Savings Plan is changing its
record keeper and that, as a result of this change, there will be a blackout
period from February 20, 2003 through March 5, 2003, during which they will be
prohibited from engaging in any transactions in equity securities of the
Registrant acquired in connection with service to or employment with the
Registrant. The notice is attached as Exhibit 99.1 to this report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         99.1     Notice to directors and executive officers of KeyCorp


                                    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 hereunto duly authorized.

                                                             KEYCORP
                                                   ---------------------------
                                                          (Registrant)


Date:  January 24, 2003                               /s/ Daniel R. Stolzer
                                                   ---------------------------
                                                   By:  Daniel R. Stolzer
                                                           Vice President

EX-99.1

                                                                  EXHIBIT 99.1

                                  KeyCorp Logo

                                   MEMORANDUM

To:               Members of the Board of Directors of KeyCorp
                  And Section 16 Officers

From:             Cathryn D. Griffin

CC:               Steven N. Bulloch

Date:             January 24, 2003

Subject:          Blackout Period for KeyCorp Common Shares
- ------------------------------------------------------------------------------

         From February 20, 2003 through March 5, 2003, you will be prohibited
from purchasing, selling or otherwise acquiring or transferring KeyCorp common
shares (or any related derivative security such as an option) if you acquired
such security in connection with your service to or employment with KeyCorp. As
explained in more detail below, this prohibition is imposed by Section 306 of
the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder by the
Securities and Exchange Commission commonly referred to as Regulation BTR
(Blackout Trading Restriction).

         By way of background, Section 306(a) of the Sarbanes-Oxley Act
prohibits directors and executive officers of an issuer from trading in the
issuer's equity securities during any period during which employees are unable
to purchase or sell issuer equity securities held in 401(k) or similar plans.
This period is commonly referred to as a "blackout period." A blackout period is
usually imposed for administrative reasons such as changes in plan record
keepers, introduction of new investment alternatives or business combinations.

         The KeyCorp 401(k) Savings Plan is changing its record keeper from
Victory Capital Management to Hewitt Associates. As a result of this change,
from February 20, 2003 through March 5, 2003, the record keepers require certain
Plan activity to cease so that assets and account balances may be properly
transferred. During this blackout period, Plan participants will be unable to
change current investment elections and reallocate account balances. Under these
circumstances, because KeyCorp common shares are an investment option under the
Plan, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, directors and
executive officers of KeyCorp are prohibited from trading in KeyCorp common
shares (or any related derivative security such as an option) acquired in
connection with service to or employment with KeyCorp.

         If you have any questions regarding the upcoming blackout period and
your ability to purchase, sell or otherwise transfer KeyCorp common shares,
please contact Steve Bulloch at (216) 689-5109 or Cathy Griffin at (216)
689-0509.