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: 2005-03-14

Reporting Person: Harris Paul N (EVP, General Counsel & Sec.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-11	phantom shares	$0	A	1135	Acquired	2008-03-11	common shares (1135)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	20242	Direct
common shares	6110	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.