KEYCORP /NEW/ — Director's Dealing 2004

May 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-05-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-13	common shares	A	31163	—	Acquired	255684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-13	phantom shares	$32.09	A	31162	Acquired	2007-02-19	common shares (31162)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	145232	Indirect

Footnotes

F1: Award of restricted stock.

F2: As of December 31, 2003.

F3: Performance shares payable in cash.