KEYCORP /NEW/ — Director's Dealing 2004

Jul 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-07-23

Reporting Person: MEYER HENRY L III (Director, Chair and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-23	option to buy	$29.27	A	260000	Acquired	2014-07-23	common shares (260000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	255684	Direct
common shares	145232	Indirect

Footnotes

F1: As of December 31, 2003.

F2: Options vest in three equal annual installments.