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                                                                    Page 1 of 25


                       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, 2002

                                       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: 333-62624-02
                                              --------------

                        KEYCORP STUDENT LOAN TRUST 2001-A
           -----------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                          36-4444932
------------------------------------                   ------------------------
   STATE OR OTHER JURISDICTION                             (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION                          IDENTIFICATION NO.)

    C/O KEY BANK USA, NATIONAL ASSOCIATION, AS ADMINISTRATOR, 800 SUPERIOR AVE.,
--------------------------------------------------------------------------------
    ATTN: DEBRA FRONIUS, CLEVELAND, OHIO                                44114
----------------------------------------------------                ------------
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)

Registrant's telephone number, including area code:      (216) 828-9353
                                                    ----------------------------

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 8
                               Page 1 of 25 Pages



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                                                                    Page 2 of 25

         This Annual Report on Form 10-K is filed in reliance upon certain no
action letters, including a letter dated May 9, 1997, issued by the Chief
Counsel, Division of Corporate Finance of the Securities and Exchange Commission
relating to the KeyCorp Student Loan Trust 1996-A, Registration No. 333-4274,
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 April 28, 1997, to the Office of Chief Counsel on
behalf of Key Bank USA and said Trust. 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"), Great Lakes Higher Education Guaranty
                Corporation ("GLHEC"), Tennessee Student Assistance Corporation
                ("TSAC"), Nebraska Student Loan Program ("NSLP"), California
                Student Aid Commission ("CSAC"), United Student Aid Fund
                ("USAF"), New York State Higher Education Services Corporation
                ("HESC"), Educational Credit Management Corporation
                ("ECMC"), Michigan Higher Education Assistance Agency ("MHEAA"),
                Connecticut Student Loan Foundation ("CSLF"), or the
                Massachusetts Higher Education Assistance Corporation now doing
                business as American Student Assistance ("ASA"), 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. ("TERI")
                or HEMAR Insurance Corporation of America ("HICA"), each a
                private guarantor and are not reinsured by the Department or
                (iii) are non-guaranteed and not reinsured by the Department.

                See Exhibit 99(a), a Certificate of Key Bank USA, National
                Association, as Master Servicer of the Registrant with respect
                to the activities of the Master Servicer during the fiscal year
                ended December 31, 2002.

                See Exhibit 99(b) and 99(f), a Certificate of Pennsylvania
                Higher Education Assistance Agency, as Subservicer of the
                Registrant with respect to the activities of the Subservicer
                during the calendar year ended December 31, 2002 and the
                Independent Accountant's Report of KPMG Peat Marwick with
                respect to the activities of PHEAA during the calendar year
                ended December 31, 2002.

                See Exhibits 99(c) and 99(g), a Certificate of Great Lakes
                Educational Loan Services, Inc. ("Great Lakes"), as Subservicer
                of the Registrant with respect to the activities of the
                Subservicer during the calendar year ended December 31, 2002 and
                the Independent Accountant's Report of Ernst and Young with
                respect to the activities of such Subservicer during the
                calendar year ended December 31, 2002.



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                                                                    Page 3 of 25

                See Exhibit 99(d) and 99(h), a Certificate of Key Bank 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, 2002.

                See Exhibit 99(e), a Certificate of the Registrant, through Bank
                One, National Association, as Eligible Lender Trustee of the
                Registrant with respect to the activities of the Registrant as
                Issuer during the fiscal year ended December 31, 2002.

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 Noteholders for a vote during the
                fiscal year covered by this Annual Report. Aside from the single
                class of $0 principal and 0% interest certificates issued to the
                Depositor, which represents its residual interest in the Trust's
                assets, the Registrant did not issue any Certificates; it only
                issued Floating Rate Asset Backed Notes.

                                     PART II

Item 5.         Market for Registrant's Common Equity and related Stockholder
                Matters.

                Not applicable; Aside from the single class of $0 principal and
                0% interest certificates issued to the Depositor, which
                represents its residual interest in the Trust's assets, the
                Registrant did not issue any Certificates; it issued only
                Floating Rate Asset Backed Notes.

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.


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                                                                    Page 4 of 25


                                    PART III

Item 10.        Directors and Executive Officers of the Registrant.

                Omitted.

Item 11.        Executive Compensation.

                Omitted.

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

                Not applicable; Aside from the single class of $0 principal and
                0% interest certificates issued to the Depositor, which
                represents its residual interest in the Trust's assets, the
                Registrant did not issue any Certificates; it issued only
                Floating Rate Asset Backed Notes.

Item 13.        Certain Relationships and Related Transactions.

                Not applicable; Aside from the single class of $0 principal and
                0% interest certificates issued to the Depositor, which
                represents its residual interest in the Trust's assets, the
                Registrant did not issue any Certificates; it issued only
                Floating Rate Asset Backed Notes.

                                     PART IV

Item 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K.

                (a)(1) Financial Statements
                    Not Applicable.

                (a)(2) Financial Statement Schedules
                    Not Applicable.

                (b) Reports on Form 8-K filed during the last quarter of 2002:
                    8-K dated December 27, 2002, reporting under Item 5 thereof,
                    the regular quarterly distribution to the holders of the
                    Trust's Floating Rate Asset Backed Notes and the
                    distribution of the Noteholder's Statement.

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





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                                                                    Page 5 of 25

<TABLE>
<CAPTION>
EXHIBIT NUMBER                          DESCRIPTION
<S>             <C>

    99(a)       Master Servicer's Compliance Certificate, Key Bank USA, National
                Association.

    99(b)       Subservicer's Compliance Certificate from Pennsylvania Higher
                Education Assistance Agency ("PHEAA").

    99(c)       Subservicer's Compliance Certificate from Great Lakes
                Educational Loan Services, Inc. ("Great Lakes").

    99(d)       Administrator's Compliance Certificate.

    99(e)       Issuer's Compliance Certificate.

    99(f)       Independent Accountant's Report of KPMG Peat Marwick regarding
                PHEAA

    99(g)       Independent Auditor's Report of Ernst & Young regarding Great
                Lakes

    99(h)       Independent Auditor's Report of Ernst & Young
</TABLE>



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                                                                    Page 6 of 25


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 28, 2003
                                     KEYCORP STUDENT LOAN TRUST 2001-A

                                     BY: KEY BANK USA, NATIONAL ASSOCIATION, AS
                                     ADMINISTRATOR, ON BEHALF OF THE TRUST

                                     By:       /s/DARLENE DIMITRIJEVS
                                       ----------------------------------------

                                     Name:     Darlene Dimitrijevs
                                            -----------------------------------

                                     Title:    Senior 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. There
are no Certificateholders.



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                                                                    Page 7 of 25


                        KEYCORP STUDENT LOAN TRUST 2001-A
                                  CERTIFICATION

I, Darlene H. Dimitrijevs, hereby certify that I am a Senior Vice President of
Key Bank USA, National Association, the Master Servicer and Administrator of
KeyCorp Student Loan Trust 2001-A and as such, I certify that:

    1.  I have reviewed this annual report on Form 10-K, and all reports on Form
        8-K containing distribution or servicing reports filed in respect of
        periods included in the year covered by this annual report, of KeyCorp
        Student Loan Trust 2001-A (the "Trust");

    2.  Based on my knowledge, the information in these reports, taken as a
        whole, does not contain any untrue statement of a material fact or omit
        to state a material fact necessary to make the statements made, in light
        of the circumstances under which such statements were made, not
        misleading as of the last day of the period covered by this annual
        report;

    3.  Based on my knowledge, the distribution or servicing information
        required to be provided to the Eligible Lender Trustee and the Indenture
        Trustee by the Administrator under the related Sale and Servicing
        Agreement, or similar agreement, for inclusion in these reports is
        included in these reports;

    4.  I am responsible for reviewing the activities performed by the Master
        Servicer under the related Sale and Servicing Agreement, or similar
        agreement, and based upon my knowledge and the annual compliance review
        required under that agreement, and except as disclosed in the reports,
        the Master Servicer has fulfilled its obligations under that agreement;
        and

    5.  The reports disclose all significant deficiencies relating to the Master
        Servicer's compliance with the minimum servicing standards based upon
        the report provided by an independent public accountant, after
        conducting a review in compliance with the Uniform Single Attestation
        Program for Mortgage Bankers or similar procedure, as set forth in the
        related Sale and Servicing Agreement, or similar agreement, that is
        included in these reports.

In giving the certification above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Pennsylvania Higher
Education Assistance Agency, Great Lakes Educational Loan Services, Inc., Bank
One National Association, as Eligible Lender Trustee, and JP Morgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Indenture Trustee.


Date: March 20, 2003                       /S/ DARLENE H. DIMITRIJEVS
                                           --------------------------
                                           Darlene H. Dimitrijevs
                                           Senior Vice President
                                           Key Bank USA, National Association



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                                                                    Page 8 of 25

                                INDEX OF EXHIBITS




<TABLE>
<CAPTION>
EXHIBIT NUMBER                            DESCRIPTION                                PAGE
<S>                    <C>                                                           <C>

    99(a)                   Master Servicer's Compliance Certificate                   9
                                                                                       -

    99(b)                  Subservicer's Compliance Certificate PHEAA                 10
                                                                                      --

    99(c)               Subservicer's Compliance Certificate Great Lakes              11
                                                                                      --

    99(d)                    Administrator's Compliance Certificate                   12
                                                                                      --

    99(e)                       Issuer's Compliance Certificate                       13
                                                                                      --

                          Independent Accountant's Report of KPMG Peat
    99(f)                           Marwick regarding PHEAA                           14
                                                                                      --

                         Independent Auditor's Report of Ernst & Young
    99(g)                            Regarding Great Lakes                            20
                                                                                      --

    99(h)                Independent Auditor's Report of Ernst & Young                25
                                                                                      --
</TABLE>