KEYCORP /NEW/ — Director's Dealing 2005

Jul 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2005-06-30

Reporting Person: BARES WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-01	Common Shares	M	648	—	Acquired	12831	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-30	Phantom Shares	$0	A	475	Acquired	2005-06-30	Common Shares (475)	Direct
2005-07-01	Phantom Shares	$0	M	648	Disposed	2005-07-01	Common Shares (648)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4000	Indirect

Footnotes

F1: Phantom Shares were converted to treasury shares on a one-to-one basis and distributed under Deferral Plan.

F2: Under Deferral Plan, fees were deferred into phantom stock account which stock is convertible into common shares on a one-to-one basis.