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: MINTER STEVEN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	COMMON SHARES	M	16243	$29.32	Acquired	24855	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	PHANTOM SHARES	$29.32	M	16243	Disposed	2003-12-31	COMMON SHARES (16243)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PHANTOM SHARES	11065	Indirect

Footnotes

F1: PHANTOM SHARES WERE CONVERTED TO TREASURY SHARES AND DISTRIBUTED UNDER KEYCORP DIRECTOR DEFERRED PLAN.

F2: CONVERSION TO COMMON SHARES IS ON A ONE-TO-ONE BASIS.