8-K

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                                  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): September 8, 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)

[ ]  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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On September 8, 2005, Eric Nielsen, President and Chief Operating Officer
of The Keith Companies, Inc., a California corporation (the "COMPANY") entered
into a Letter Agreement, dated as of August 29, 2005 (the "LETTER AGREEMENT")
with Stantec Consulting, Inc. ("STANTEC"). The Letter Agreement provides that
upon consummation of the previously announced merger between the Company and a
wholly-owned subsidiary of Stantec, the Change of Control Letter Agreement,
dated March 22, 2001, by and between Mr. Nielsen and the Company (the "CHANGE OF
CONTROL AGREEMENT"), shall be assumed by Stantec and will continue to apply to
any termination of Mr. Nielsen's employment within two years of the merger. The
Letter Agreement also provides that upon consummation of the merger Mr. Nielsen
will serve as the regional leader for Stantec's operations in the southwest
United States. Mr. Nielsen confirmed in the Letter Agreement that such
post-merger change in title and job responsibilities will not constitute a
constructive termination under his Change of Control Agreement. Pursuant to the
Letter Agreement, Mr. Nielsen's salary and discretionary bonus for the two year
period following the merger will be at least $450,000 annually.

     The foregoing description of the Letter Agreement does not purport to be
complete and is qualified in its entirety by reference to the Letter Agreement,
which is filed as Exhibit 10.1, and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

EXHIBIT NO.   DESCRIPTION

10.1*         Letter Agreement, dated August 29 2005, by and between Stantec
              Consulting Inc. and Eric Nielsen.

              *   Management contract or compensatory plan or arrangement.





                                   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.



September 13, 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


10.1*             Letter Agreement, dated August 29 2005, by and between Stantec
                  Consulting Inc. and Eric Nielsen.

                  *  Management contract or compensatory plan or arrangement.

EX-10

Exhibit 10.1

Stantec Consulting Inc.
8211 South 48th Street
Phoenix AZ  85044
Tel: (602) 438-2200 Fax: (602) 431-9562
stantec.com



August 29, 2005

Eric Nielsen
c/o The Keith Companies
19 Technology Drive
Irvine, CA  92618

Dear Eric:

REFERENCE:  CHANGE OF CONTROL AGREEMENT

As you know, Stantec and The Keith Companies have signed an agreement whereby
Keith will effectively become a wholly owned subsidiary of Stantec (the
"Merger").

Conditional upon the close of the Merger, Stantec Consulting Inc. or one of its
affiliated companies will continue your employment, subject to the agreed upon
transition of employee benefits applicable to all employees. You acknowledge
that your title and job responsibilities may change somewhat, but that you will
be the Regional Leader for Stantec's operations in the U.S. Southwest and West
which currently includes the operations in Colorado, Arizona, Utah, Nevada,
Texas, Oregon, and California and, following the Merger, will include the Keith
operations in those states. We confirm that your combined annual salary and
discretionary bonus will not be less than $450,000 for the 24 month period
following the merger, and that any reduction below that level will be considered
a constructive Termination for the purposes of the Change of Control Agreement
(defined below). For greater certainty, it is agreed that you will no longer
receive an auto allowance or reimbursement for club dues following the close of
the Merger.

Your change of control letter agreement dated March 22, 2001 (the "Change of
Control Agreement") will be assumed by Stantec Consulting Inc. and will continue
to apply to in respect of any Termination (as defined in the Change of Control
Agreement) of your employment within two years of the change in control which
occurs at the time of the Merger. By signing and returning this letter, you
acknowledge that, contingent upon the close of the Merger, (1) the Change of
Control Agreement shall terminate and be without force or effect on the second
anniversary of the Merger, (2) the change of your title, job responsibilities
and transition of your employee benefits and compensation plans from Keith's to
Stantec's shall not constitute a Termination pursuant to the Change of Control
Agreement, and (3) Stantec's acceptance of the





Change of Control Agreement, as modified hereby, shall be sufficient to fulfill
the requirement that any successor assume and agree in writing to perform the
Change of Control Agreement. In the event that a termination does occur within
the 24 month period following the Merger, you agree that the phrases "annual
level of total cash compensation" and "annual compensation" shall refer only to
your base salary, discretionary annual bonus, auto allowance and club dues as
determined in respect of any calendar year.

Sincerely,


STANTEC CONSULTING INC.

/s/ Anthony P. Franceschini, P. Eng.
- -------------------------------------------
Anthony P. Franceschini, P.Eng.
President & CEO
Tel:  (780) 917-7077
Fax:  (780) 917-7330
tfranceschini@stantec.com



ACKNOWLEDGMENT
I agree to the terms of the foregoing letter and agree to the continuation of
the Change of Control Agreement as modified thereby.

In the event Stantec or Keith decide not to proceed with the Merger, or in the
event the Merger doesn't close, the Change of Control Agreement shall continue
unaltered, as if this Acknowledgement was never executed.



/s/ Eric Nielsen                                     September 8, 2005
- ----------------------------------                   --------------------------
Eric Nielsen                                         DATE: