KEYCORP /NEW/ — Director's Dealing 2004

Mar 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-03-12

Reporting Person: BUNN THOMAS W (Sr. Exec. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-12	Common Shares	M	5622	$31.31	Acquired	57293	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-12	Phantom Shares	$31.31	M	8262	Disposed	2004-03-12	Common Shares (8262)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	526	Indirect
Phantom Shares	2871	Indirect

Footnotes

F1: As of December 31, 2003.

F2: Under KeyCorp Signing Bonus Plan, bonus is deferred over three-year period and paid in treasury shares.

F3: Converted to Common Shares on a one-to-one basis.