KEYCORP /NEW/ — Director's Dealing 2004

Apr 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-04-01

Reporting Person: IRVING LEROY G (EVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	PHAMTOM SHARES	$30.29	F	17	Disposed	2004-04-01	COMMON SHARES (17)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON SHARES	68307	Direct
COMMON SHARES	11939	Indirect

Footnotes

F1: AS OF DECEMBER 31, 2003

F2: CONVERSION TO COMMON SHARES IS ON A ONE- TO- BASIS.

F3: REMAINING SHARES IN THE AUTOMATIC DEFERRAL PLAN.