<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 1, 1994
KEYCORP
(Exact name of Registrant as specified in its charter)
Ohio 0-850 34-6542451
________________________________________________________________________________
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
127 Public Square, Cleveland, Ohio 44114-1306
________________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 689-3000
_____________________
<PAGE> 2
This Amendment No. 1 to Current Report on Form 8-K is filed for the sole
purpose of amending Item 7(c) of the Registrant's Form 8-K dated March 1, 1994
and filed with the Commission on March 16, 1994 to include in such Item 7(c) an
Exhibit 23, Consent of Ernst & Young, Independent Auditors. No other Item or
subsection of any Item (including, without limitation, Items 7(a) and (b)) of
the Registrant's Form 8-K dated March 1, 1994 and filed with the Commission on
March 16, 1994, shall be amended or deemed to be amended as a result of the
filing by the Registrant of this Amendment No. 1.
Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of
October 1, 1993, as amended, by and between
Society and Old KeyCorp (composite form).
Filed as Exhibit (2)(a) to Form S-4
Registration Statement No. 33-51717 filed
December 28, 1993, and incorporated herein by
reference.
2.2 Supplemental Agreement to Agreement and Plan
of Merger, dated as of October 1, 1993, as
amended, by and between Society and Old
KeyCorp (composite form). Filed as Exhibit
(2)(b) to Form S-4 Registration Statement No.
33-51717 filed December 28, 1993, and
incorporated herein by reference.
23 Consent of Ernst & Young, Independent
Auditors.
99.1 Report of Ernst & Young, Independent Auditors. *
99.2 Financial Statements of Old KeyCorp and
Subsidiaries. *
* Filed as Exhibits 99.1 and 99.2, respectively, to KeyCorp's original
Form 8-K on March 16, 1994.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this First Amendment to Form 8- K on Form
8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.
KEYCORP
Registrant
Date: April 28, 1994 /s/ Lee G. Irving
__________________________________
Lee G. Irving
Executive Vice President,
Treasurer and Chief
Accounting Officer
(Principal Accounting Officer)
<PAGE> 1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following Registration
Statements of KeyCorp and in the related Prospectuses of our report dated
January 20, 1994, except for Note 2 as to which the date is March 1, 1994, with
respect to the consolidated financial statements for the year ended December
31, 1993 of KeyCorp, which on March 1, 1994 merged with Society Corporation,
subsequently renamed KeyCorp, included in KeyCorp's Current Report on Form 8-K
dated March 16, 1994:
o Form S-3 No. 33-5064
Form S-3 No. 33-10634
Form S-3 No. 33-39733
Form S-3 No. 33-39734
Form S-3 No. 33-51652
o Form S-4 No. 33-31569
Form S-4 No. 33-44657
Form S-4 No. 33-51717
o Form S-8 No. 2-67589
Form S-8 No. 2-96769
Form S-8 No. 2-97452
Form S-8 No. 33-21643
Form S-8 No. 33-42691
Form S-8 No. 33-45518
Form S-8 No. 33-46278
Form S-8 No. 33-52293
Form S-8 No. 33-57408
o Form S-8 No. 33-31569 (Post-Effective Amendment No. 1 to Form S-4)
Form S-8 No. 33-31569 (Post-Effective Amendment No. 2 to Form S-4)
Form S-8 No. 33-31569 (Post-Effective Amendment No. 3 to Form S-4)
Form S-8 No. 33-44657 (Post-Effective Amendment No. 1 to Form S-4)
Form S-8 No. 33-51717 (Post-Effective Amendment No. 1 to Form S-4)
ERNST & YOUNG
Cleveland, Ohio
March 16, 1994
