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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	Common Shares	F	304	$29.28	Disposed	189566	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	82392	Indirect
Common Shares	49524	Indirect
Phantom Shares	74660	Indirect

Footnotes

F1: As of December 31, 2002.