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: King Timothy J (Member, Management Committee)

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
phantom shares	$30.48	2007-05-05	common shares (16404)		Direct

Footnotes

F1: Under signing bonus plan.

F2: Shares vest in three annual installments.

F3: Conversion to common shares is on a one-to-one basis.