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: BARES WILLIAM G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Phantom Stock Units	$29.32	A	588	Acquired	2003-12-31	Common Shares (588)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4000	Indirect
Common Shares	6794	Direct
Phantom Shares	28998	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.