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: HELFRICH THOMAS E (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-01	Common Shares	M	295	$30.29	Acquired	33448	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Phantom Shares	$30.29	M	295	Disposed	2004-04-01	Common Shares (295)	Direct
2004-04-01	Phantom Shares	$30.29	F	151	Disposed	2004-04-01	Common Shares (151)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	26240	Indirect

Footnotes

F1: As of December 31, 2003.

F2: Conversion to Common Shares is on a one-to-one basis.

F3: Shares remaining in the Automatic Deferral Plan.