8-K

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ____________________

                                    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 25, 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:

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

[ ]  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))

================================================================================

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On May 25, 2005, we entered into a fourth amendment (the "FOURTH
AMENDMENT") to the Credit Agreement (the "CREDIT AGREEMENT") dated as of
September 4, 2001, by and between The Keith Companies, Inc. and Wells Fargo
Bank, National Association. Among other things, the Fourth Amendment extends the
maturity date on the line of credit until October 1, 2005.

     The foregoing description does not purport to be a complete statement of
the parties' rights and obligations under the Credit Agreement or any amendment
thereto, including the Fourth Amendment. A copy of the Fourth Amendment to the
Credit Agreement is attached to this Form 8-K as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)

EXHIBIT NO.       DESCRIPTION

10.1              Fourth Amendment to Credit Agreement dated as of May 25, 2005,
                  by and between The Keith Companies, Inc. and Wells Fargo Bank,
                  National Association.





                                   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.



                              THE KEITH COMPANIES, INC.



May 25, 2005                  By: /s/ Gary C. Campanaro
                                 -----------------------------------------------
                                 Name:   Gary C. Campanaro
                                 Title:  Chief Financial Officer and Secretary







                                  EXHIBIT INDEX



EXHIBIT NO.       DESCRIPTION

10.1              Fourth Amendment to Credit Agreement dated as of May 25, 2005,
                  by and between The Keith Companies, Inc. and Wells Fargo Bank,
                  National Association.

EX-10

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of May 25, 2005, by and between THE KEITH COMPANIES, INC., a California
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").


                                    RECITALS

     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of September 4, 2001, as amended from time to time ("Credit Agreement").

     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement (and to the extent set forth below, the Line of Credit Note) shall be
amended as follows, effective as of June 15, 2005:

     1. Section 1.1(a) is hereby amended by deleting "June 15, 2005" as the last
day on which Bank will make Acquisition Advances, Working Capital Advances and
Equipment Advances under the Line of Credit, and by substituting for said date
"October 1, 2005."

     2. Notwithstanding any provision to the contrary in the Credit Agreement or
the Line of Credit Note, the outstanding principal balance of the Line of
Credit, whether Acquisition Advances, Working Capital Advances or Equipment
Advances, shall be due and payable in full on October 1, 2005. Interest shall
continue to be payable on the 15th day of each month, with a final interest
payment due on October 1, 2005.

     3. The Line of Credit Note is hereby deemed modified to reflect the terms
of Sections 1 and 2 of this Amendment.

     4. Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.

     5. Borrower hereby remakes all representations and warranties contained in
the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.


                                       1



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.


                                                  WELLS FARGO BANK,
THE KEITH COMPANIES, INC.                         NATIONAL ASSOCIATION



By: /s/ Gary C. Campanaro                         By: /s/ Michael Faucher
    -------------------------------------             --------------------------
    Gary C. Campanaro                                 Michael Faucher
    Chief Financial Officer and Secretary             Vice President



                                       2