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: CARTWRIGHT CAROL A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	Phantom Shares	$33.9	A	195	Acquired	2004-12-31	Common Shares (195)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	596	Direct

Footnotes

F1: Under deferral plan fees are deferred into phantom stock account.

F2: Conversion to common shares is on a one-to-one basis.