KEYCORP /NEW/ — Director's Dealing 2004

Apr 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-03-31

Reporting Person: MCGREGOR DOUGLAS J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Phantom Shares	$30.29	A	334	Acquired	2004-03-31	Common Shares (334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3700	Direct

Footnotes

F1: Under KeyCorp Director Deferral Plan, fees or a portion thereof are deferred into Common Shares account 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.