Filed by The Keith Companies, Inc.
                          Pursuant to Rule 425 under the Securities Act of 1933
                                       and deemed filed pursuant to Rule 14a-12
                                      under the Securities Exchange Act of 1934
                                     Subject Company: The Keith Companies, Inc.
                                                 Commission File No.: 000-26561

This filing relates to the Agreement and Plan of Merger and Reorganization,
dated April 14, 2005, by and among Stantec Inc., Stantec Consulting California
Inc., and The Keith Companies, Inc. The following is a transcript of The Keith
Companies' first quarter 2005 earnings conference call held on May 5, 2005.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, Stantec and TKC will file a
Registration Statement on Form F-4, a joint proxy statement/prospectus and other
related documents with the Securities and Exchange Commission (the "SEC").
Stockholders of Stantec and TKC are advised to read these documents when they
become available because they will contain important information. Stockholders
of the companies may obtain copies of these documents for free, when available,
at the SEC's website at www.sec.gov. These and such other documents may also be
obtained for free from:

Stantec
10160-112 Street
Edmonton, Alberta, Canada, T5K 2L6
Phone: (780) 917-7000 Fax: (780) 917-7330

And from:
The Keith Companies
19 Technology Drive
Irvine, California, USA 92618-2334
Phone: (949) 923-6001 Fax: (949) 923-6026

Stantec and TKC and their respective directors, executive officers and other
members of their management and employees may be deemed to be participants in
the solicitation of proxies in connection with Stantec's proposed acquisition of
TKC. Information regarding the special interests of these directors and
executive officers in the transaction described herein will be included in the
joint proxy statement/prospectus described above. Additional information
regarding Stantec's directors and executive officers is also included in its
management information circular for its 2005 Annual Meeting of Shareholders,
which was filed with the applicable securities commissions in Canada on or about
March 31, 2005 and is available free of charge at the Canadian Securities
Administrators' web site at www.sedar.com or by contacting Stantec at the
address or telephone number set forth above. Additional information regarding
TKC's directors and executive officers is also included in its proxy statement
for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or
about April 12, 2005 and is available free of charge at the SEC's web site at
www.sec.gov or by contacting TKC at the address or telephone number set forth
above.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This release contains forward-looking statements. In some cases, forward-looking
statements can be identified by words such as "believe," "expect," "anticipate,"
"plan," "potential," "continue" or similar expressions. Such forward-looking
statements are based upon current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These
statements are not guarantees of future performance, involve certain risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed herein. For
example, if TKC does not receive required shareholder approvals, if Stantec is
unable to list its stock on a major US exchange or either party fails to satisfy
other conditions to closing, the merger will not be consummated. In addition,
the combined companies may not realize all or any of the expected benefits of
the merger. The following factors,




among others, could cause actual results to differ materially from those
described in the forward-looking statements: global capital market activities,
fluctuations in interest rates and currency values, the effects of war or
terrorist activities, the effects of disease or illness on local, national, or
international economies, the effects of disruptions to public infrastructure,
such as transportation or communications, disruptions in power or water supply,
industry and worldwide economic and political conditions, regulatory and
statutory developments, a downturn in the real estate market, the effects of
competition in the geographic and business areas in which the companies operate,
the actions of management, and technological changes. Actual results may differ
materially from those contained in the forward- looking statements in this
release.


                         THE KEITH COMPANIES, # 11029519
         THE KEITH COMPANIES FIRST QUARTER 2005 EARNINGS CONFERENCE CALL
                            MAY 5, 2005, 8:30 A.M. PT
                            CHAIRPERSON: TRICIA ROSS

Operator:      Good morning, ladies and gentlemen, and thank you for
               standing by. Welcome to The Keith Companies First Quarter 2005
               Earnings Conference Call. At this time, all participants are in a
               listen-only mode. Following today's presentation, instructions
               will be given for the question and answer session. If anyone
               needs assistance at any time during the conference, please press
               the star, followed by the zero. As a reminder, this conference is
               being recorded Thursday, May 5th, of 2005. At this time, I'd like
               to turn the presentation over to Tricia Ross with the Financial
               Relations Board. Please go ahead.

Tricia Ross:   Good morning, and thank you for joining The Keith Companies
               to discuss its results for fiscal 2005 first quarter.
               By now, you should have all received a copy of the press release,
               which was issued this morning. If not, please call my office at
               617-520-7064 and we will get a copy to you right away.

               On today's call from management are Mr. Aram Keith, Chairman and
               Chief Executive Officer, Eric Nielsen, President and Chief
               Operating Officer, and Gary Campanaro, Chief Financial Officer of
               The Keith Companies. Aram and Gary will provide an overview of
               the quarter and then open the call to your questions.

               Please bear with me for one moment while I read you the Safe
               Harbor statement. This conference call will contain
               forward-looking statements. In some cases, forward-looking
               statements can be identified by words such as "believe,"
               "expect," "anticipate," "plan," "potential," "continue," or
               similar expressions. Such forward-looking statements are based
               upon current expectations and beliefs, and are subject to a
               number of factors and uncertainties that could cause actual
               results to differ materially from those described in the
               forward-looking statements. Some of the forward-looking
               statements contained in this conference call include: (1) the
               Keith Companies' expectation of continued growth in the real
               estate development sector; (2) the Keith Companies' expectation
               that operating margins in the real estate development sector will
               continue to be strong; (3) the Keith Companies' expectation of
               continued improvement in the energy/industrial sector; and (4)
               the Keith Companies' statements regarding the proposed merger
               with Stantec. These statements are not guarantees of future
               performance, involve certain risks, uncertainties, and
               assumptions that are difficult to predict, and are based upon
               assumptions as to future events that may not prove accurate.
               Therefore, actual outcomes and results may differ materially from
               what is expressed herein.

               For example, if TKC does not receive required shareholder
               approvals, if Stantec is unable to list its stock on a major U.S.
               exchange, or if either party fails to satisfy other conditions to
               closing, the merger will not be consummated. In addition, the
               combined companies may not realize all or any of the expected
               benefits of the merger. The following factors, among others,
               could cause actual results to differ materially from those
               described in the forward-looking statements: changes in the
               economic growth in the United States, especially in California
               and other major international




               economies; The Keith Companies' ability to sustain its growth and
               profitability; a downturn in the real estate market; the ongoing
               financing of public works and infrastructure enhancement and
               refurbishments; the demand for electricity and the impact on
               power providers' plans for expanding generation facilities; The
               Keith Companies' failure to accurately estimate costs on fixed
               price contracts, or contracts with "not to exceed" provisions;
               changes in the carrying value of The Keith Companies' goodwill
               and other long-term assets; The Keith Companies' ability to
               implement its acquisition strategy and to successfully close and
               integrate acquired companies on a timely and cost-effective basis
               while maintaining their profit margins and/or client base; the
               Company's ability to attract and retain employees; the uncertain
               timing of awards and contracts; The Keith Companies' ability to
               successfully implement its enterprise service automation software
               system; outcomes of pending and future litigation; increasing
               competition by domestic and foreign companies; risks inherent in
               doing business outside of the United States, including the
               difficulties of enforcing contracts, political instability, and
               foreign currency fluctuations and potential exchange
               restrictions; the short and long-term impact of terrorist
               activities, and resulting political and military policies; and
               other factors, as are described in the Company's filings with the
               SEC. The forward-looking information set forth in this conference
               call is as of today, May 5th, 2005, and The Keith Companies
               undertakes no duty to update this information. Actual results may
               differ materially from those contained in the forward-looking
               statements in this conference call.

               I would now like to turn the call over to Mr. Aram Keith.  Aram?

Aram Keith:    Trica, thanks.  That was a mouthful.  Good morning, everybody,
               and thanks for joining us today.

               As you should be aware by now, we are party to the proposed
               merger with Stantec. The purpose of today's call is to discuss
               our first quarter results and operational highlights. We will not
               be discussing the proposed merger. Please refer to our joint
               website with Stantec at www.stantec.com/keithco for details.
               Thank you in advance for your understanding.

               With that said, we are extremely pleased to report record net
               revenue of $25.9 million and a nearly 30% increase in net income
               for the first quarter.

               All three of our business segments achieved year-over-year net
               revenue growth in the first quarter, led by continued strong
               gains in the real estate development segment.

               I'll now turn the call over to Gary Campanaro, our CFO, to go
               over the specific details of our financial results and then I'll
               return to give you an overview of what we're expecting going
               forward. Gary?

Gary Campanaro: Thank you, Aram. Good morning, everyone. As Aram mentioned, once
               again, we are very pleased with the overall performance of the
               Company. For the quarter, we had an increase of 26.3% in diluted
               earnings per share. I will now spend the next few minutes
               discussing the Company's income statement and balance sheet. I
               will start by addressing the major dollar and percentage changes
               for the three months ended March 31st, 2005 and 2004.

               Net revenue increased 15.3%, to $25.9 million. The increase for
               the three months was mainly due to our continued strong revenue
               from our California offices, related primarily to the residential
               real estate. Our energy/industrial segment also increased as
               well, as well as our public works/infrastructure segment. The
               increase in our public works infrastructure segment was mainly
               due to increased net revenue from one of our public works
               infrastructure divisions, which primarily benefited from its
               ability to temporarily deploy some of its under-utilized billable
               employees to assist in providing services to our real estate
               development segment. Net revenue from our real estate services
               increased 18.4% over the corresponding prior year period. Net
               revenue from our energy/industrial segment increased 9.1% over
               the corresponding prior year period. And net revenue from our
               public works/infrastructure segment increased 3.5% over the





               corresponding prior year period. We were pleased by the increases
               in our real estate development and energy/industrial segments.

               Gross profits increased 22.7%, to $9.8 million. Income from
               operations increased 23.3%, to $2.9 million. The increase in our
               income from operations for the three months was due to improved
               operating results from all three of our segments. Please keep in
               mind that our public works/infrastructure segment was aided by
               providing services to our real estate development segment.
               Furthermore, all three of our segments were profitable for the
               first quarter of 2005. The increase in income from operations was
               partially offset by an increase in our overall administrative
               costs.

               Net income increased 29.8%, to $1.9 million, which resulted in
               diluted earnings per share of $0.24, which is an increase of
               26.3% from prior year.

               I will now go over the margins for the three months ended March
               31st. I will first state the 2005 percentages and then the 2004
               percentages.

               Gross profit, 37.8% versus 35.5. The increase was mainly due to
               improved margins from our real estate development and
               energy/industrial segments. For the first quarter, all three
               segments had a year-over-year increase in their gross profit
               margin. SG&A as a percentage of net revenue, 26.4% versus 24.9%.
               The increase as a percentage of net revenue was mainly due to an
               increase in overall compensation costs and an increase in our
               discretionary bonus accrual. These increases were partially
               offset by a reduction in our allowance for doubtful accounts.
               Income from operations, 11.4% versus 10.6%.

               I'd now like to cover some key items from our March 31st, 2005,
               balance sheet. We had cash and securities of $40.2 million,
               working capital of $57.3 million, our current ratio remains very
               strong, at 5.3 to 1, our debt-to-equity ratio remains at zero to
               1, and our shareholder equity continues to grow and is now at
               $84.2 million, which equates to $10.55 per share outstanding.

               Before turning the call back to Aram, I will address our
               financial guidance. As stated in our earnings release this
               morning, due to the pending merger with Stantec, the Company has
               decided to discontinue its practice of providing financial
               guidance on future operating results. Investors are cautioned not
               to place any reliance on the financial guidance that the Company
               last provided on February 10th, 2005. Aram, the call is back to
               you.

Aram Keith:    Thanks, Gary.

               The U.S. Census Bureau and Department of Housing and Urban
               Development released March `05 data last week, which indicated
               that new home sales reached record highs, up sequentially by
               12.2% and year-over-year by 12.7%. In California, the unsold
               inventory of existing, single-family detached homes in March
               dropped 29% to 2.7 months from 3.8 months in February, according
               to the California Association of Realtors. Supply continues to be
               an issue, fueling continued real estate development.

               To take advantage of the housing supply/demand imbalance and the
               resulting amount of real estate development work that is
               available, we will be continuing to look for opportunities to
               open new offices, much like we did with our new San Diego and
               Bakersfield offices late last year. We anticipate a net gain in
               staffing in our real estate development group this year.

               While we continue to experience reduced overall demand in the
               public works/infrastructure segment, this segment experienced an
               increase in net revenue over prior year mainly because we were
               able to partially mitigate the impact of this reduced demand
               during the quarter by temporarily deploying some of the
               under-utilized engineers to assist in our real estate development
               segment, which has always been part of our strategic plan. The
               nation's infrastructure is in severe




               need of repair, but many of these projects continue to await
               financing. When that happens, we anticipate a robust pipeline of
               work for this segment.

               Our energy/industrial segment delivered net revenue growth and
               swung from an operating loss in the first quarter of `04 to a
               profit in the same period in `05. Renewable energy projects are
               picking up as a result of the Production Tax Credit extension. We
               are also seeing increased activity in the industrial market as
               well.

               In summary, we expect continued strength in our overall business
               for the remainder of `05.

               At this point we'd be happy to answer any questions you may have
               regarding the results of our operations in the first quarter, and
               I'll turn the call back over to the operator to poll for
               questions. Thank you, everybody.

Operator:      Thank you, sir. Ladies and gentlemen, at this time, we will
               begin the question and answer session. If you would like to ask a
               question on today's presentation, please press the star, followed
               by the one, on your push button phone. If you would like to
               decline from the polling process, please press the star, followed
               by the two. You will hear a three tone prompt acknowledging your
               selection. Your questions will be polled in the order they are
               received. If you are using speaker equipment, we do ask that you
               please lift your handset before pressing the numbers. One moment,
               please, for our first question.

               As a reminder, ladies and gentlemen, if you would like to ask a
               question, please press the star, followed by the one. And if you
               are using speaker equipment, we do ask that you please lift the
               handset before pressing the numbers. One moment, please, for our
               first question.

               Our first question comes from Al Kaschalk with Wedbush Morgan.
               Please go ahead.

Al Kaschalk:   Good morning, Aram, good morning, Keith.

Aram Keith:    Hi, Al.

Al Kaschalk:   Quick question here on the SG&A line. Are you able to elaborate
               how much of the allowance was reduced, Gary?

Gary Campanaro: Yeah, let me see if I have that information here handy, Al. Hold
               on.

Al Kaschalk:   Or, as you're looking for that, it-- it seems like the
               SG&A went up quite a bit, even relative to some of the overall
               development and Company expansion, as well as the bonuses. Is
               there anything else in there, besides those two items?

Gary Campanaro: In terms of the allowance for doubtful accounts, that
               was a decrease of about $125,000, when you look year-over-year.
               Our DSOs went from roughly 60 days down to 55 days, so the
               accounts receivable side is, you know, definitely strong.

               In terms of your question, the major increases on SG&A, that is
               really a result of the very strong marketplace on the real estate
               side, where there's such strong demand, there's huge competition
               for good quality engineers, so we keep having pressures in terms
               of compensating those individuals. And then also related to that
               is an increase in our discretionary bonus. So that is--those
               items are the main drivers of the SG&A. And there's also been an
               increase in headcount as well on the positive side to that.

Al Kaschalk:   How much did the personnel increase, if you can add color to
               that?





Gary Campanaro: Yeah, in terms of total employees, I have that here as
               well. Hold on. Total employees, we went from--at the year-end, we
               had 825 employees and project workers. As of March 31, '05, we
               had 841.

Al Kaschalk:   In terms of the shift of personnel over from public
               works to real estate, do you suspect that that continues for
               another quarter or two, or do you have any visibility on what the
               outlook is here, given that the financing of those public works
               projects seem to be--they have some risk to them.

Aram Keith:    I'll let Eric answer that.

Eric Nielsen:  Hey, Al, it's Eric.

Al Kaschalk:   Hi, Eric.

Eric Nielsen:  We do feel like that there's enough work in the real
               estate sector, and the real estate work that comes through to
               some of the public works offices is a combination of mostly real
               estate and a little bit of public works, even, that that can
               continue for quite a while. In the mean time, our water-related
               work remains pretty strong and stable. It's transportation and
               items like that, that are slow to fund. So the diversification is
               providing a measure of pretty good stability right now.

Aram Keith:    And Al, this has always been our plan, because as I mentioned
               before, the public works/ infrastructure disciplines and the real
               estate disciplines are the same, whether designing a road for a
               private sector client or a public agency is the same thing, and
               so it's really our plan has just worked perfectly, so we have a
               real surge in real estate-related design work, and we're able to
               use the public works engineers to help us out, so it's worked out
               very well.

Al Kaschalk:   In terms of the energy and industrial side, I was wondering if
               the demand you're seeing, if there's a way to separate, perhaps,
               what you're seeing from, because of the tax credit as well as
               just overall increased activities, generally?

Eric Nielsen:  I don't know if I have a precise number on that. It has
               been most--the effect of the work related to the production tax
               credits has been most noticeable in our Oregon PEC office. Our
               ESI office has been the beneficiary of some other types of
               industrial work that have grown recently--bio-pharmaceuticals,
               other industrial corporate development, and other things. Most of
               the positive impact in the EI segment has been related to
               front-end design and engineering, mostly pre-construction
               services. We haven't seen the benefit of the construction phase
               services yet.

Al Kaschalk:   Great.

Aram Keith:    There's been pretty good, robust demand, even in the
               industrial side, as Gary said, to elaborate. I don't have the
               percentage in front of me, but it's gone up pretty good.

Al Kaschalk:   Thank you very much.

Aram Keith:    OK, Al.

Operator:      Thank you. Our next question comes from Richard Rossi with
               Morgan Joseph. Please go ahead.

Richard Rossi: Good morning, everybody.

Aram Keith:    Good morning, Richard.

Richard Rossi: A follow-up question on these projects that you're working
               on in the industrial side. Are these--are some, at least--of
               these projects projects that had been floating around but never
               had gotten initiated or are they all, are they things that really
               have developed only over the last, let's say, six months? I'm
               sure there's a mix, but if you can give us some sense of balance
               here?





Eric Nielsen:  You know, just estimating, Rich - this is Eric again - just
               estimating, I'd say it's probably pretty close to a split.
               There's some new things that have come up that are either the
               result of recently decided upon projects, or because of new
               pursuits of ours from a marketing standpoint. Or there's others
               here and there that we've been watching for 12 or 18 months, that
               have finally hit the surface.

Richard Rossi: Right, OK.

Aram Keith:    Congratulations, Rich, by the way.

Richard Rossi: Oh, thank you.  Remember that when my earnings estimates are way
               off the mark and my recommendations don't work.

Aram Keith:    That was real nice.

Richard Rossi: One final thing--any update on the LNG side of the business?

Eric Nielsen:  Actually very little activity on the LNG side for us right now.

Richard Rossi: OK, all right.

Aram Keith:    Thanks for asking.

Richard Rossi: And just one final thing--I want to congratulate you.  It looks
               like you found a good home for the Company and I wish you lot of
               luck.

Aram Keith:    Well, thank you.  We're real excited about it.  Thanks.

Operator:      Thank you.  Our next question comes from James Ragan with
               Crowell, Weedon & Company.

James Ragan:   Yes, good morning.

Aram Keith:    Hi, Jim.

James Ragan:   Hi.  Wondered, could you just give a rough estimate of the
               revenue associated with the public works business that was
               actually real estate-related?

Gary Campanaro: On that, we don't have an exact dollar amount on that,
               just due to the nature of some of the contracts that have a split
               between real estate and public works, so the safest thing is just
               to say that of the increase in the public works year-over-year,
               the significant or majority of that was related to the real
               estate development side.

James Ragan:   OK, great. And then switching over to the cash flow, cash
               from operations was negative in the first quarter $1.5 million,
               roughly. The first time in a few quarters that's happened, and
               I'm wondering if you could just address that a bit, talk about,
               you know, how that came about, and then going forward, you know,
               I would imagine you expect to be cash flow positive from
               operations in future quarters?

Gary Campanaro: That's a good question. Let me kind of address the main reason
               why we did have, you know, used cash from operations versus
               generating it, which we've done in the past. A lot of it
               was due to timing, kind of focusing on some of the main items.
               One would be accounts receivable. On that, we actually had about
               $1 million less in collections, and then we also had about $3 to
               $4 million increase in billings, so as a result of that, you
               know, you saw we only generated about $100,000 in cash from the
               change in A/R, versus, you know, last quarter was $4 million. On
               the positive note, as I mentioned earlier, our DSOs at year-end
               were roughly 59 to 60 days. At March 31, it was 55




               days, so everything is definitely fine and healthy with our
               accounts receivable, it's just that we had a timing issue there.

               One of the other main drivers was our pre-paid expenses and other
               assets. There was a use there of almost $1.5 million. That was
               mainly due to taxes and pre-paid insurance. And the accounts
               payable is really timing, so we think that cash flow for the
               balance of the year will be strong, and that was really just a
               result of some timing of payments, coming in and going out.

James Ragan:   All right, OK. Great. Thank you.

Gary Campanaro: You bet.

Aram Keith:    Thanks.

Operator:      Thank you. Ladies and gentlemen, if there are additional
               questions at this time, please press the star, followed by the
               one. As a reminder, if you are using speaker equipment, we do ask
               that you please lift your handset before pressing the numbers.
               One moment, please, for our next question.

               Management, at this time, we appear to have no additional
               participants who have queued to ask a question. If you would like
               to conclude with any remarks, please do so that time.

Aram Keith:    Well, I just want to thank everybody for participating on today's
               call, and we look forward to speaking with you again in the next
               quarter. Thanks, everybody.

Operator:      Thank you. Ladies and gentlemen, at this time, we will conclude
               today's teleconference.  If you would like to listen a replay of
               the presentation, please dial 1-800-405-2236, or 303-590-3000.
               You will need to enter an access code of 11029519.  Once again,
               ladies and gentlemen, if you would like to listen to a replay of
               today's conference, please dial 1-800-405-2236 or 303-590-3000,
               with the access code of 11029519.  We thank you for your
               participation.  At this time, we will conclude the conference and
               you may now disconnect and please have a pleasant day.

                                       ###