KEYCORP /NEW/ — Director's Dealing 2004

Sep 16, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-09-16

Reporting Person: Haefling Karen R (Member, Management Committee)

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	22623	Direct
common shares	9385	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
phantom shares	$23.2	2006-03-15	common shares (69)		Direct
option to buy	$17.12	2006-01-17	common shares (1134)		Direct
option to buy	$26.16	2007-01-15	common shares (4000)		Direct
option to buy	$32.84	2008-01-14	common shares (8000)		Direct
option to buy	$30.75	2009-01-13	common shares (10000)		Direct
option to buy	$21.25	2010-01-18	common shares (12000)		Direct
option to buy	$28.25	2011-01-17	common shares (20000)		Direct
option to buy	$24.61	2012-01-17	common shares (20000)		Direct
option to buy	$25.64	2013-07-17	common shares (23000)		Direct
option to buy	$29.27	2014-07-23	common shares (19500)		Direct

Footnotes

F1: As of June 30, 2004.

F2: Shares in automatic deferral plan which are distributed over three year period.

F3: All options vest over three year period.