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: STEVENS THOMAS G (Director, Vice Chair and CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-15	Phantom Shares	$31.94	A	1152	Acquired	2007-03-15	Common Shares (1152)	Direct
2004-03-15	Phantom Shares	$30.55	A	86	Acquired	2004-03-15	Common Shares (86)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	44434	Direct
Common Shares	21290	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 received 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.