KEYCORP /NEW/ — Director's Dealing 2004

Jul 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-07-21

Reporting Person: MARTIN LAURALEE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-21	phantom shares	$29.55	A	2368	Acquired	2007-07-21	common shares (2368)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	0	Direct

Footnotes

F1: Under deferred share plan.

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