KEYCORP /NEW/ — Director's Dealing 2004

Jul 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-06-30

Reporting Person: BARES WILLIAM G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-30	phantom shares	$29.89	A	526	Acquired	2004-06-30	common shares (526)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	6794	Direct
common shares	4000	Indirect

Footnotes

F1: Under KeyCorp Director Deferral Plan, fees or a portion thereof are deferred into common shares acccount quarterly and are payable in treasury shares on dates set forth in deferral election.

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