KEYCORP /NEW/ — Director's Dealing 2004

Jan 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEVENS THOMAS G (Director, Vice Chair. & Chief Admin. O)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	Common Shares	F	80	$29.28	Disposed	43301	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Phantom Shares	$29.28	A	24	Acquired	2003-12-31	Common Shares (24)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2520	Indirect
Common Shares	16102	Indirect
Phantom Shares	15667	Indirect

Footnotes

F1: As of December 31, 2002.

F2: Under KeyCorp Deferred Compensation Plan, participant deferred portion of salary and received Corporation contribution. Contribution is payable in treasury shares at time set forth in Participation Agreement. A portion of these shares do not vest until retirement.

F3: Conversion to common shares is on a one-to-one basis.