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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of Earliest Event Reported): May 5, 2005


                            THE KEITH COMPANIES, INC.
             (Exact Name of Registrant as Specified in its Charter)


         CALIFORNIA                   000-26561                 33-0203193
(State or Other Jurisdiction         (Commission               (IRS Employer
      of Incorporation)               File Number)           Identification No.)


                               19 TECHNOLOGY DRIVE
                            IRVINE, CALIFORNIA 92618
               (Address of Principal Executive Offices, Zip Code)

                                 (949) 923-6001
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[x]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[x]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     Reference is made to the press release of The Keith Companies, Inc. issued
May 5, 2005, regarding earnings for the first quarter of fiscal 2005, which is
incorporated herein by reference. A copy of the press release is attached to
this Form 8-K as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT NO.    DESCRIPTION

99.1           Press Release issued by The Keith Companies on May 5, 2005.







                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



May 4, 2005                                 THE KEITH COMPANIES, INC.




                                            By: /s/ Gary C. Campanaro
                                                --------------------------------
                                                Name:  Gary C. Campanaro
                                                Title: Chief Financial Officer
                                                       and Secretary








                                  EXHIBIT INDEX




EXHIBIT NO.    DESCRIPTION

99.1           Press Release issued by The Keith Companies on May 5, 2005.