KEYCORP /NEW/ — Director's Dealing 2004

Jul 23, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Harris Paul N (EVP, Secretary & Gen Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	12765	Direct
common shares	5485	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option to buy	$25.64	2013-07-17	common shares (25000)		Direct
phantom shares	$31.95	2007-03-15	common shares (32)		Direct

Footnotes

F1: As of June 30, 2004.

F2: Vest in three equal annual installments ending 7/17/2006.

F3: Under automatic deferral plan.

F4: Vest in three annual installments ending 3/15/2007.

F5: Conversion to common shares is on a one-to-one basis.