SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Amendment No. 3

KeyCorp

(Name of Issuer)

Common Stock (New)

(Title of Class of Securities)

493267-108

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ   Rule 13d-1(b)

     o   Rule 13d-(c)

     o   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.		493267-108

CUSIP No.		493267-108

CUSIP No.		493267-108

CUSIP 493267-108

Item 1(a). Name of Issuer:

KeyCorp

Item 1(b). Address of Issuer’s Principal Executive Offices:

127 Public Square
Cleveland, Ohio 44114

Item 2(a). Name of Person Filing:

Wilmington Trust Corporation, Wilmington Trust Company,
Wilmington Trust FSB and Wilmington Trust of Pennsylvania

Item 2(b). Address of Principal Business Office, or if None, Residence:

1100 North Market Street
Wilmington, DE 19890

Item 2(c). Citizenship:

Wilmington Trust Corporation is a Delaware corporation;
Wilmington Trust Company is a Delaware banking corporation.
Wilmington Trust FSB is a Federal Savings Bank; and
Wilmington Trust of Pennsylvania is a Pennsylvania banking corporation.

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

493267-108

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)  o		Broker or dealer registered under Section 15 of the Exchange Act.

(b)  þ		Bank as defined in Section 3(a)(6) of the Exchange Act.

Wilmington Trust Company, Wilmington Trust FSB and Wilmington
Trust of Pennsylvania are each Banks and are each direct, wholly-owned subsidiaries of Wilmington Trust Corporation.

(c)  o		Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)  o		Investment company registered under Section 8 of the Investment Company Act.

(e)  o		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)  o		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)  þ		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

Wilmington Trust Corporation is a Parent Holding Company.

(h)  o		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)  o		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)  þ		Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Wilmington Trust Corporation, Wilmington Trust Company, Wilmington Trust FSB and Wilmington Trust of Pennsylvania are a Group.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     (a) Amount beneficially owned:

Wilmington Trust Corporation:            22,084,577 shares
Wilmington Trust Company:               22,076,571 shares
Wilmington Trust FSB:                       1,648 shares
Wilmington Trust of Pennsylvania:     6,358 shares

     (b) Percent of class:

Wilmington Trust Corporation:	5.7	%
Wilmington Trust Company:	5.7	%
Wilmington Trust FSB:	0.0	%
Wilmington Trust of Pennsylvania:	0.0	%

(i) Sole power to vote or to direct the vote 11,965 shares
(ii) Shared power to vote or to direct the vote 22,070,955 shares
(iii) Sole power to dispose or to direct the disposition of 8,552 shares
(iv) Shared power to dispose or to direct the disposition of 3,922 shares

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Wilmington Trust Company:		BK
Wilmington Trust FSB:		BK
Wilmington Trust of Pennsylvania:		BK

Item 8. Identification and Classification of Members of the Group.

Wilmington Trust Corporation:		HC
Wilmington Trust Company:		BK
Wilmington Trust FSB:		BK
Wilmington Trust of Pennsylvania:		BK

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2008		Wilmington Trust Corporation
		Wilmington Trust Company
		Wilmington Trust FSB
		Wilmington Trust of Pennsylvania
		By:
		Michael A. DiGregorio
		Senior Vice President