KEYCORP /NEW/ — Director's Dealing 2005

Apr 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2005-03-31

Reporting Person: BARES WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-01	Common Shares	M	647	—	Acquired	12183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Phantom Shares	$0	A	654	Acquired	2005-03-31	common shares (654)	Direct
2005-04-01	phantom shares	$0	M	647	Disposed	2005-04-01	common shares (647)	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 convertable into common shares on a one-to-one basis.