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: SULLIVAN DENNIS W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	PHANTOM SHARES	$29.32	A	451	Acquired	2003-12-31	COMMON SHARES (451)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	2400	Direct
PHANTOM SHARES	67938	Indirect

Footnotes

F1: UNDER KEYCORP DIRECTOR DEFERRED PLAN, FEES OR A PORTION THEREOF ARE DEFERRED INTO COMMON SHARES ACCOUNT QUARTERLY AND ARE PAYABLE IN TREASURY SHARES ON DATE(S) SET FORTH IN DEFERRAL ELECTION.

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