SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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 2, 2002

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

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

                              2955 Red Hill Avenue
                          Costa Mesa, California 92626
                    (Address of Principal Executive Offices)

                                 (714) 540-0800
                         (Registrant's Telephone Number)





Item 5. OTHER EVENTS.

     Reference is made to the press release issued on May 2, 2002, which is
incorporated herein by this reference. A copy of the press release is attached
to this Form 8-K as Exhibit 99.1.



Item 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements. None.

     (b)  Pro Forma Financial Information. None.

     (c)  Exhibits.

               Exhibit 99.1   Press Release dated May 2, 2002.





                                   SIGNATURES

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

May 10, 2002                           THE KEITH COMPANIES, INC.


                                       By:  /S/ ERIC C. NIELSEN
                                           -------------------------------------
                                           Eric C. Nielsen
                                           President and Chief Operating Officer





                                  EXHIBIT INDEX

EXHIBIT

99.1    Press release announcing 2002 first quarter results dated May 2, 2002.