KEYCORP /NEW/ — Director's Dealing 2004

Mar 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-03-15

Reporting Person: BUNN THOMAS W (SEVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-15	Phantom Shares	$31.94	A	10080	Acquired	2007-03-15	Common Shares (10080)	Direct
2004-03-15	Phantom Shares	$30.55	A	919	Acquired	2004-03-15	Common Shares (919)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	57293	Direct
Common Shares	3397	Indirect

Footnotes

F1: As of December 31, 2003

F2: Under KeyCorp Automatic Deferral Plan, a portion of compensation is deferred over a three-year period and paid in treasury shares or transferred to Deferred Compensation Plan.

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

F4: Under Deferred Compensation Plan, participant deferred portion of compensation and recevied corporate contribution set forth herein. Contribution is payable in treasury shares on date set forth in Election Agreement and vests pursuant to provisions of Plan.