<PAGE>


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20659

                            FORM 10-K

          FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
__X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended   December 31, 1996
                               OR
____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.

                Commission File Number:  33-34274

                 KEYCORP STUDENT LOAN TRUST 1996-A
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

     New York                                36-4106514
---------------------------             -------------------
State or other jurisdiction              	(I.R.S. employer
of incorporation or organization        identification no.)

     c/o KeyBank, USA, National Association, as Administrator,
----------------------------------------------------------------
     800 Superior Ave, Attn:  Susan Wagner,           44114
---------------------------------------------	     -----------
     Cleveland, Ohio                               (Zip Code)
---------------------------------------------
     (Address of principal executive offices)

Registrant's telephone number, including area code: (216) 828-9359

Securities Registered pursuant to Section 12(b) of the Act: None
                                                 							   ------

Securities Registered pursuant to Section 12(g) of the Act: None
                                                 							   ------

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 12 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X         No _____
    ---
     The registrant has no officer, director or beneficial owner
of more than 10% of equity securities to whom Section 16(a) of
the Act applies and consequently Item 405 of Regulation S-K does
not apply.

     The registrant does not have any voting stock, has not been
involved in bankruptcy proceedings during the past five years and
is not a corporate registrant.

     No documents are incorporated by reference into this Form 10-K.

                   Exhibit Index on Page    6
                  Page   1   of    15    Pages
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     This Annual Report on Form 10-K is filed in reliance upon a
letter dated November 2, 1993, issued by the Chief Counsel,
Division of Corporate Finance of the Securities and Exchange
Commission relating to the Society Student Loan Trust 1993-A,
stating that the Division will not object if the Registrant files
reports pursuant to Sections 13 and 15(d) of the Securities
Exchange Act in the manner described in a letter dated November
1, 1993 to the Office of Chief Counsel on behalf of the
Registrant.  Accordingly, certain items have been omitted from or
modified in this Annual Report on Form 10-K.


                             PART I

Item 1.  Business.
         --------
         Omitted

Item 2.  Properties.
         ----------
         The property of the Registrant consists solely of student
         loans that are either (i) guaranteed as to the payment of
         principal and interest by the Pennsylvania Higher
         Education Assistance Agency ("PHEAA") or the
         Massachusetts Higher Education Assistance Corporation now
         doing business as American Student Assistance Guarantor,
         and are reinsured by the United States Department of
         Education (the "Department") or (ii) guaranteed as to the
         payment of principal and interest by The Education
         Resources Institute, Inc., a Massachusetts non-profit
         corporation and not reinsured by the Department.  See
         Exhibits 99(a) and 99(c) a Certificate of Pennsylvania
         Higher Education Assistance Agency, as Servicer of the
         Registrant, and the Independent Accountant's Report of
         KPMG Peat Marwick with respect to the activities of the
         Servicer during the fiscal year ended December 31, 1996,
         and Exhibits 99(b) and 99(d), a Certificate of KeyBank,
         USA, National Association, as Administrator of the
         Registrant, and the Independent Auditor's Report of Ernst
         & Young with respect to the activities of the
         Administrator during the fiscal year ended December 31,
         1996.

Item 3.  Legal Proceedings.
         -----------------
         The Registrant knows of no material pending legal
         proceedings involving the Registrant or its property.

Item 4.  Submission of Matters to a Vote of Security Holders.
         ---------------------------------------------------
         No matters were submitted to Certificateholders for a
         vote during the fiscal year covered by this Annual
         Report.

<PAGE>
                             PART II

Item 5.  Market for Registrant's Common Equity and related
         -------------------------------------------------
         Stockholder Matters.
         --------------------
         At December 31, 1996, there were two (2) registered
         holders of the Registrant's Floating Rate Asset Backed
         Certificates ("Certificates"), one of which was CEDE &
         Co., as nominee of The Depository Trust Company ("DTC").
         There are two (2) persons registered on the books of DTC
         as record owner of Certificates.  There is no established
         public market in which the Certificates are traded.

Item 6.  Selected Financial Data.
         ------------------------
         Omitted.

Item 7.  Management's Discussion and Analysis of Financial
         -------------------------------------------------
         Condition and Results of Operations.
         ------------------------------------
         Omitted.

Item 8.  Financial Statements and Supplementary Data.
         --------------------------------------------
         Omitted.

Item 9.  Changes in and Disagreements with Accountants on
         ------------------------------------------------
         Accounting and Financial Disclosure.
         -------------------------------------
         None.
                            PART III

Item 10. Directors and Executive Officers of the Registrant.
         ---------------------------------------------------
         Omitted.

<PAGE>

Item 11. Executive Compensation.
         -----------------------
         Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and
         ---------------------------------------------------
         Management.
         -----------

         As of December 31, 1996, the Certificates were registered
         in the name of (i) KeyBank, USA and (ii) CEDE & Co., as
         nominee of DTC.  The books of DTC indicate that the two
         (2) DTC participant institutions listed below are record
         owner of in excess of five percent (5%) of the
         Certificates issued by the Registrant.  Only such
         participants, however, know the identity of the
         beneficial owner of interests in such Certificates.

                Name and Address of  Amount and Nature        Percent
Title of Class  Beneficial Owner     of Beneficial Ownership  of Class
--------------  -------------------  -----------------------  --------

Floating Rate   Boston Safe Deposit  $  19,000,000.           47.6%
Asset           & Trust Co.          Principal amount
Backed          c/o Mellon           of Certificates
Certificates    Bank,N.A.
                Three Mellon Bank
                Center
                Room 153-3015
                Pittsburgh, PA
                15259

                Goldman, Sachs &     $  20,491,000.           51.4%
                Co.                  Principal amount
                c/o ADP Proxy        of Certificates
                Services
                51 Mercedes Way
                Edgewood, NY 11717

Item 13.  Certain Relationships and Related Transactions.
          ----------------------------------------------
          Omitted.

                             PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
          ---------------------------------------------------------------
          (b) Reports on Form 8-K.
              -------------------
              Registrant filed one 8-K dated November 27,
              1996, reporting under Item 5 thereof, the regularly
              quarterly distribution to the holders of the
              Trust's Floating Rate Asset Backed Certificates and
              Floating Rate Asset Backed Notes and the distribution of the
              Certificateholder's Statement and Noteholder's Statement.

          (c) Exhibits.
              --------
              The following documents are filed as part of this
              Annual Report on Form 10-K.

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Exhibit Number                    Description

     4(a)       Form of Indenture between the Trust and the
                Indenture Trustee (including as exhibits
                thereto a form of Floating Rate Asset Backed
                Note) [incorporated herein by reference to
                Exhibit 4(a) tothe registration statement on
                Form S-3, as amended (File No. 333-4274)].

     4(b)       Form of Amended and Restated Trust Agreement
                between Key Bank USA, National Association and
                the Eligible Lender Trustee (including as an
                exhibit thereto a form of Floating Rate Asset
                Backed Certificate) [incorporated herein by
                reference to Exhibit 4(b) to the registration
                statement on Form S-3, as amended (File No. 333-
                4274)].

    10(a)       Form of Sale and Servicing Agreement among the
                Seller, PHEAA, the Trust, the Eligible Lender
                Trustee and the Administrator [incorporated
                herein by reference to Exhibit 10(a) to the
                registration statement on Form S-3, as amended
                (File No. 333-4274)].

    10(b)       Form of Supplemental Sale and Servicing
                Agreement among Key Bank USA, National
                Association, as Seller and Administrator,
                PHEAA, the Trust, the Eligible Lender Trustee,
                the Indenture Trustee and The Access SM Group
                [incorporated herein by reference to Exhibit
                10(b) to the registration statement on Form S-
                3, as amended (File No. 333-4274)].

    10(c)       Form of Administration Agreement among the
                Administrator, the Trust, and the Indenture
                Trustee [incorporated herein by reference to
                Exhibit 10(c) to the registration statement on
                Form S-3, as amended (File No. 333-4274)].

    10(d)       Form of Guarantee Agreement between the
                Eligible Lender Trustee on behalf of the Trust
                and PHEAA [incorporated herein by reference to
                Exhibit 10(d) to the registration statement on
                Form S-3, as amended (File No. 333-4274)].

    10(e)       Form of Guarantee Agreement between the
                Eligible Lender Trustee on behalf of the Trust
                and ASA [incorporated herein by reference to
                Exhibit 10(e) to the registration statement on
                Form S-3, as amended (File No. 333-4274)].

    10(f)       Form of Guarantee Agreement among the Eligible
                Lender Trustee on behalf of the Trust, Key Bank
                USA, National Bank and TERI [incorporated
                herein by reference to Exhibit 10(f) to the
                registration statement on Form S-3, as amended
                (File No. 333-4274)].

    99(a)       Servicer's Compliance Certificate

    99(b)       Administrator's Compliance Certificate

    99(c)       Independent Accountants' Report of KPMG Peat
                Marwick

    99(d)       Independent Auditors' Report of Ernst & Young

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Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf of the undersigned,
thereunto duly authorized.

Date:  March 26, 1997



                                      KeyCorp Student Loan Trust 1996-A

                                      By:  The First National Bank of
                                      Chicago, not in its individual
                                      capacity but solely as Eligible
                                      Lender Trustee on behalf of the Trust

                                      By: /s/  R. J. Bruner
                                         ---------------------
                                      Name:    R. J. Bruner
                                            ------------------
                                      Title: Vice President
                                            ------------------

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE
NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

No annual report, proxy statement, form of proxy or other proxy
soliciting material has been sent to Certificateholders during
the period covered by this Annual Report on Form 10-K and the
Registrant does not intend to furnish such materials to
Certificateholders subsequent to the filing of this report.

<PAGE>


                        INDEX OF EXHIBITS




     Exhibit Number          Description               Page

         99(a)          Servicer's Compliance           8
                             Certificate

         99(b)       Administrator's Compliance         9
                             Certificate

         99(c)        Independent Accountant's          10
                     Report of KPMG Peat Marwick

         99(d)      Independent Auditor's Report        15
                                 of
                            Ernst & Young