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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-15	Phantom Shares	$31.94	A	3879	Acquired	2007-03-15	Common Shares (3879)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	224521	Direct
Common Shares	145232	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.