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): FEBRUARY 10, 2005

                            THE KEITH COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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


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

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

--------------------------------------------------------------------------------
             (Former Name or Address, if Changed Since Last Report.)

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):

[]   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 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
on February 10, 2005, regarding 2004 Year End results, which is incorporated
herein by reference. A copy of the press release is attached to this Form 8-K as
Exhibit 99.1.

ITEM 7.01 REGULATION FD DISCLOSURE.

     Reference is made to the press release of The Keith Companies, Inc. issued
on February 10, 2005, regarding earnings guidance, 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 dated February 10, 2005, regarding 2004 Year End 
             results and earnings guidance.








                                   SIGNATURES

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


February 9, 2005                       THE KEITH COMPANIES, INC.



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





                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION

99.1           Press release dated February 10, 2005, regarding 2004 Year End 
               results and earnings guidance.