KEYCORP /NEW/ — Director's Dealing 2004

Jan 16, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2003-12-31

Reporting Person: HEMINGWAY HENRY S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-22	Common Shares	G	2000	—	Disposed	5859	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	48318	Indirect

Footnotes

F1: Beneficial ownership of a portion of these shares is disclaimed, and the filing of this statement shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, the benefiical owner of such shares.

F2: By Reporting Person, Spouse, and/or KeyBank National Association as trustee(s) for the benefit of the Reporting Person and/or members of the Reporting Person's immediate family.