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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Phantom Shares	$30.29	F	163	Disposed	2004-04-01	Common Shares (163)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	224521	Direct
Common Shares	145232	Indirect

Footnotes

F1: As of December 31, 2003.

F2: Shares remaining in the Automatic Deferral Plan.

F3: Conversion to Common Shares is on a one-to-one basis.