KEYCORP /NEW/ — Director's Dealing 2005

Mar 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2005-03-11

Reporting Person: STEVENS THOMAS G (Director, Vice Chair and CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-11	Phantom Shares	$0	A	5332	Acquired	2008-03-11	Common Shares (5332)	Direct
2005-03-11	Phantom Shares	$0	A	284	Acquired	2005-03-11	Common Shares (284)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	66483	Direct
Common Shares	23609	Indirect

Footnotes

F1: As of December 31, 2004.

F2: Under Automatic Deferral Plan, a portion of compensation is deferred over three year period and paid in treasury shares or transferred to Deferred Compensation Plan.

F3: Conversion to common shares is on a one-to-one basis.

F4: Under Deferred Compensation Plan, participant deferred portion of compensation and received corporate contribution set forth herein. Contribution is payable in treasury shares on date set forth in election agreement and vests pursuant to provisions in plan.