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PRICING SUPPLEMENT NO. 5,    DATED: December 14, 1994                                           RULE 424(b)(5) 
to Prospectus Supplement Dated August 10, 1994                                  REGISTRATION STATEMENT NO. 33-53643
to Prospectus Dated August 10, 1994





                                                              KEYCORP
                                                                 
                                                            $50,000,000
                                                [X] SENIOR MEDIUM-TERM NOTES, SERIES B 
                                                [ ] SUBORDINATED MEDIUM-TERM NOTES, SERIES

        [ ] Floating Rate Notes                         [X] 8.10% Fixed Rate Notes
        [X] Book-Entry Notes                            [ ] Certificated Notes

        Original Issue Date: December 20, 1994
        Maturity Date: December 20, 1996
        Issue Price: 99.894%
        Paying Agent: Society National Bank
                                                                                                     


 Option to Elect Redemption:               [ ] Yes   [X] No       Option to Extend Maturity:              [ ]  Yes  [X] No
 --------------------------                                       -------------------------                             
 Redemption Date(s)                                               Extended Maturity Dates:
 Initial Redemption Percentage:                                   Notice of Extension Date(s):
 Annual Redemption Percentage Reduction:

 Option to Elect Repayment:                [ ] Yes    [X] No      Specified Currency (not U.S. Dollars):  [ ] Yes    [X] No 
 -------------------------                                                                 
 Repayment Date(s):                                               Authorized Denominations:
 Repayment Price(s):                                              Exchange Rate Agency:    
                                                                  
 Repurchase Price (if any):                                       Optional Interest Rate Reset:           [ ] Yes    [X] No 
 Amortization Schedule (if any):                                  Optional Interest Rate Reset Dates:     [ ] Yes    [X] No 
 Sinking Fund Defeasance:                  [ ] Yes    [X] No      Optional Extension of Maturity:         [ ] Yes    [X] No 
 Covenant Defeasance:                      [ ] Yes    [X] No      Length of Extension Period:             [ ] Yes    [X] No 

 Minimum Denominations:    [X] $1,000    [ ] Other _________


                                                       FIXED RATE NOTES ONLY
                                                       ---------------------

 Interest Computation Period: Semi -annual

 Interest Payment Dates: June 1, 1995; December 1, 1995; June 1,
 1996; December 1, 1996; and December 20, 1996

 Regular Record Dates if other than May 16 and November 16:


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                                                     FLOATING RATE NOTES ONLY

                                                            BASE RATE:
                                                            ----------     

    
                                                                   
                                        [ ] CD Rate                   [ ] Treasury Rate
                                        [ ] Commercial Paper Rate     [ ] CMT Rate
                                        [ ] Federal Funds Rate        [ ] COFI Rate
                                        [ ] LIBOR                     [ ] Other (specify):________
                                        [ ] Prime Rate






                                                        
 Initial Interest Rate:                                     Total Amount of OID:
                                                            Yield to Maturity:
 Index Maturity:                                            Initial Accrual Period OID
                                                              and Designated Method:
 Spread (Plus or minus):                                    Interest Determination Date:
                                                            Interest Reset Period:
 Maximum Interest Rate:                                     Interest Reset Dates:
                                                            Interest Payment Dates:
 Minimum Interest Rate:                                     Calculation Date:
                                                            Spread Multiplier:
 Calculation Agent:                                         Telerate Page:
                                                            Other Terms (if any):



..................................................................................................................................

AGENT:            ______ CS First Boston Corporation                Agent's Discount or Commission: .106% ($53,000)
- -----             ______ Goldman, Sachs & Co.                       Trade Date: December 14, 1994                  
                  ______ Kidder, Peabody & Co. Incorporated         Proceeds to KeyCorp: $49,947,000
                  ______ J.P. Morgan Securities                                                     
                  __X__  Salomon Brothers Inc.                                                       
                  
______ Acting as Agent     ______ Agent is acting as Agent for the sale of Notes by KeyCorp at a price of ____% of the principal 
                                  amount

__X __ Acting as Principal __X___ Agent is purchasing Notes from KeyCorp as Principal in this transaction for resale to one or more
                                  investors and other purchasers at:
                                   ______ a fixed public offering price of _________ of the Principal amount
                                   __X___ varying prices related to prevailing market conditions at the time or times of resale to 
                                          be determined by such Agent





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