KEYCORP /NEW/ — Director's Dealing 2004

Oct 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-09-30

Reporting Person: BARES WILLIAM G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-30	phantom shares	$31.6	A	735	Acquired	2004-09-30	common shares (735)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	6794	Direct
common shares	4000	Indirect

Footnotes

F1: Under Deferral Plan, fees or a portion thereof are deferred into common shares account quarterly and are payable in treasury shares on dates set forth in deferral election.

F2: Conversion to common shares is on a one-to-one basis.