KEYCORP /NEW/ — Director's Dealing 2005

Jan 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2004-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-31	common shares	F	382	$33.875	Disposed	54313	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	phantom shares	$33.9	A	21	Acquired	2004-12-31	common shares (21)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common shares	21290	Indirect

Footnotes

F1: As of December 31, 2003.

F2: Under Deferred Compensation Plan, participant deferred portion of salary and received Corporation contribution. Contribution is payable in treasury shares at time set forth in Participation Agreement. A portion of these shares do not vest until retirement.

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