THE KEITH COMPANIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 8, 2005

THE KEITH COMPANIES, INC.

19 Technology Drive

Irvine, California 92618

PROXY STATEMENT

       These proxy materials are delivered in connection with the solicitation by the Board of Directors of The Keith Companies, Inc., a California corporation, which we refer to in this Proxy Statement as the “Company,” “we,” or “us,” of proxies to be voted at our 2005 Annual Meeting of Shareholders (the “Meeting”) and at any adjournments or postponements of this Meeting.

      You are invited to attend the Meeting on Tuesday, May 17, 2005, beginning at 10:30 a.m. Pacific Standard Time. The Meeting will be held at our offices at 19 Technology Drive, Irvine, California 92618.

      This Proxy Statement, form of proxy and voting instructions are being mailed starting April 12, 2005. Our 2004 Annual Report, which is not a part of the proxy soliciting material, is enclosed.

Shareholders Entitled to Vote

      Holders of our common stock at the close of business on March 21, 2005, are entitled to receive this notice and to vote their shares at the Meeting. As of that date, there were 7,936,133 shares of common stock outstanding, and approximately 43 holders of record. Each share of common stock is entitled to one vote on each matter properly brought before the Meeting.

      How to Vote. It is important that your shares be represented and voted at the Meeting. You can vote your shares by completing and returning the proxy card sent to you.

      Internet Voting by Shares Held in Street Name. A number of brokerage firms and banks offer Internet voting options. The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. Specific instructions to be followed by owners of shares of common stock held in street name are set forth on your Proxy card. Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from telephone companies and Internet access providers that must be borne by the shareholder.

Revocation of Proxies

      You can revoke your proxy at any time before it is exercised by:

List of Shareholders

      The names of shareholders of record entitled to vote at the Meeting will be available at the Meeting and for ten days prior to the Meeting for any purpose germane to the Meeting, between the hours of 9:00 a.m. and 5:00 p.m., at our principal executive offices by contacting the Secretary of the Company.

Required Vote

      The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker “non-votes” are counted as present for purposes of determining a quorum. A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker

does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

      Under The Nasdaq National Market rules, if you are a beneficial owner and your broker holds your shares in its name, the broker is permitted to vote your shares on the election of directors and the approval of KPMG LLP as our independent registered public accounting firm even if the broker does not receive voting instructions from you. Your broker may not vote your shares on any other matters absent instructions from you.

      A plurality of the votes cast either in person or represented by proxy is required for the election of directors. This means that the five persons receiving the highest number of affirmative votes will be elected as members of the Board of Directors. Abstentions are counted for purposes of the election of directors as a “no” vote. Broker non-votes are not counted.

      Under the Company’s Amended and Restated Bylaws, a majority of the votes cast either in person or represented by proxy must vote “for” the ratification of KPMG LLP as our independent registered public accounting firm. Abstentions are counted for purposes of ratification of KPMG as a “no” vote. Broker non-votes are not counted.

      The shares represented by all valid proxies received will be voted in accordance with the instructions specified therein.

Voting on Other Matters

      If other matters are properly presented at the Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. At the date this Proxy Statement went to press, we did not know of any other matters to be raised at the Meeting.

Available Information

      We maintain a website with the address www.keithco.com. We make available free of charge, through our website via a hyperlink to a third party service, our Notice of Annual Meeting and Proxy Statement and the 2004 Annual Report, and any amendments to these filings, as soon as reasonably practicable after we electronically file that material with, or furnish that material to, the Securities and Exchange Commission, which we refer to in this Proxy Statement as the “SEC.”.

Cost of Proxy Solicitation

      We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers, or employees in person or by telephone, electronic transmission, and facsimile transmission.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Directors, executive officers and greater-than-ten percent holders are required by the SEC’s regulations to send us copies of all of the Section 16(a) reports they file. Based solely upon a review of the copies of the forms sent to us and the representations made by the reporting persons to us, we believe that during the fiscal year ended December 31, 2004, our directors, executive officers and greater-than-ten percent holders complied with all filing requirements under Section 16(a) of the Securities Exchange Act.

ITEM 1:

ELECTION OF DIRECTORS

      Item 1 is the election of five members of the Board of Directors. At the Meeting, five directors will be elected, each for a one-year term.

      Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below. If any nominee is unwilling to serve as a director at the time of the Meeting, the proxies will be voted for such other nominee(s) as shall be designated by the then current Board of Directors to fill any vacancy. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director.

      The Board of Directors proposes the election of the following nominees as directors:

Aram H. Keith

Gary C. Campanaro

George Deukmejian

Christine D. Iger

Edward R. Muller

      If elected, the foregoing five nominees are expected to serve until the 2006 Annual Meeting of Shareholders or their earlier death, disability, removal, or resignation. The five nominees for election as directors at the Meeting who receive the highest number of affirmative votes will be elected.

      The principal occupation and certain other information about the nominees and certain executive officers are set forth on the following pages.

      The Board of Directors Unanimously Recommends a Vote “FOR” the Election of the Nominees Listed Above.

DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth biographical information for each director and executive officer as of March 31, 2005.

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Director Independence

      Our Board of Directors is comprised of a majority of independent directors. The Board of Directors has determined that George Deukmejian, Christine D. Iger, and Edward R. Muller are independent directors as defined in the Nasdaq listing standards.

Meetings and Committees

      The Board of Directors held ten meetings and took action by written consent on three occasions during fiscal 2004. The Board of Directors has an Audit Committee and a Compensation Committee. We do not have a standing nominating committee; the independent members of our Board of Directors perform the functions of a nominating committee, as described below.

      The Audit Committee currently consists of George Deukmejian, Christine D. Iger, and Edward R. Muller. Each Audit Committee member is independent within the meaning of the applicable Nasdaq listing standards and applicable rules and regulations promulgated by the SEC. Mr. Muller is an Audit Committee financial expert within the meaning of the applicable Nasdaq listing standards and SEC rules. The Audit Committee represents and assists the Board with the oversight of the integrity of the Company’s financial statements and internal controls, and the Company’s compliance with legal and regulatory requirements. In addition, the Audit Committee is responsible for:

      The role and responsibilities of the Audit Committee are more fully set forth in a written charter adopted by the Board of Directors, and amended in 2004, a copy of which is attached to this Proxy Statement as Appendix A. The Audit Committee held nine meetings and took no action by written consent during 2004.

      The Compensation Committee currently consists of George Deukmejian and Christine D. Iger. Each Compensation Committee member is independent within the meaning of the applicable Nasdaq listing standards as currently in effect. The Compensation Committee acts pursuant to a written charter adopted by the Board, which was amended in March 2005. Prior to that time, the Compensation Committee considered and made recommendations to the Board of Directors regarding executive compensation. Under the amended charter, the Committee is responsible for establishing all elements of executive compensation and administering the Company’s stock option and executive incentive compensation plans. The Compensation Committee held seven meetings and took action by written consent on one occasion during fiscal 2004.

      We do not have a standing nominating committee. Our Board of Directors does not believe that it is necessary for us to have a standing nominating committee since we have a relatively small board and our independent directors will serve in the capacity of a nominating committee when necessary. All of our directors participate in the consideration of director nominees. But, consistent with applicable Nasdaq listing standards, each director nominee must be selected or recommended for the Board’s selection by a majority of the independent directors of our Board. In considering candidates for directorship, the Board considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be

met in order to be recommended as a nominee. The Board does believe, however, that all Board members should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of interest that would interfere with their performance as a director of a public corporation.

      Our Board may employ a variety of methods for identifying and evaluating nominees for director, including shareholder recommendations. Periodically, the Board assesses its size, the need for particular expertise on the Board, and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated or otherwise arise, the Board will consider various potential candidates for director who may come to the Board’s attention through current Board members, professional search firms or consultants, shareholders, or other persons. The Board may hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates. In 2004, no professional search firms or consultants were needed and, accordingly, no fees were paid in this regard to professional search firms or consultants in 2004. The Board does not evaluate candidates differently based on who made the recommendation for consideration.

      Shareholders who wish to nominate a director for election at an annual shareholder meeting must submit their recommendations at least 120 days before the date of the next scheduled annual meeting of shareholders. Shareholders may recommend candidates for consideration by the Board by writing to our Corporate Secretary at 19 Technology Drive, Irvine, California 92618, giving the candidate’s name, contact information, biographical data, and qualifications. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any shareholder recommendation. There were no director candidates put forward by shareholders for consideration at the Meeting.

      All incumbent directors attended 75% or more of all the meetings of the Board of Directors and those committees on which he or she served in fiscal 2004. The Company encourages, but does not require, all incumbent directors and director nominees to attend our annual meetings of shareholders. At our 2004 Annual Meeting of Shareholders, all five directors then in office were in attendance.

Shareholder Communications with the Board of Directors

      Shareholders may communicate with the Board of Directors by sending a letter to Board of Directors of The Keith Companies, Inc., c/o Office of the Corporate Secretary, 19 Technology Drive, Irvine, California 92618. All communications must contain a clear notation indicating that they are a “Shareholder — Board Communication” or “Shareholder — Director Communication” and must identify the author as a shareholder. The office of the Corporate Secretary will receive the correspondence and forward it to the Chairman of the Board or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to our Company or our business, or is similarly inappropriate. The office of the Corporate Secretary has authority to discard any inappropriate communications or to take other appropriate actions with respect to any inappropriate communications.

Directors’ Compensation

      The Company pays its non-employee directors an annual retainer of $20,000 plus $2,000 per day for any day during which the member has personally attended any shareholder, board or committee meeting. The non-employee directors are also paid $1,000 per day for any day during which the member has personally participated on a telephonic conference call for a board or committee meeting. The Chairman of our Audit Committee receives an additional annual retainer of $2,000 in recognition of his increased responsibility and service. In addition, our non-employee directors are reimbursed for out-of-pocket expenses incurred for their services as a director of our Company. Commencing in 2003, our non-employee directors receive an annual issuance of options to purchase 2,000 shares of our common stock for their services as a director. The options to our non-employee directors vest in two equal annual installments beginning on the first anniversary of the grant date and are exercisable at a price equal to the fair market value of the underlying stock on the grant date.

Compensation Committee Interlocks and Insider Participation

      During fiscal 2004, the Compensation Committee of our Board of Directors consisted of George Deukmejian and Christine D. Iger. Neither of these individuals was an officer or employee of the Company at any time during fiscal 2004. During fiscal 2004, no executive officer of the Company served as a member of the board of directors or Compensation Committee of any entity that has or had during fiscal 2004 one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

ITEM 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

      The Audit Committee of the Board of Directors recommended and the Board of Directors has selected, the firm of KPMG LLP to continue as our independent registered public accounting firm for the current fiscal year ending December 31, 2005. KPMG LLP served as the independent registered public accounting firm utilized by us during the fiscal year ended December 31, 2004. We anticipate that a representative of KPMG LLP will attend the Meeting for the purpose of responding to appropriate questions. At the Meeting, a representative of KPMG LLP will be afforded an opportunity to make a statement if he or she so desires.

      The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005, will require the affirmative vote of a majority of the shares of common stock present or represented and entitled to vote at the Meeting. All Proxies will be voted to approve the appointment unless a contrary vote is indicated on the enclosed proxy card.

      The Board of Directors Unanimously Recommends a Vote “FOR” the Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm.

Audit and Non-Audit Fees

      The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2004, and December 31, 2003, and fees billed for other services rendered by KPMG LLP during those periods.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

      Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table sets forth, as to the Chief Executive Officer and as to each of the other most highly compensated executive officers whose compensation exceeded $100,000 during the last fiscal year, information concerning all compensation paid for services to the Company in all capacities for each of the three years ended December 31 indicated below. We refer to these officers as the “Named Executive Officers.”

Option Grants in Fiscal 2004

      There were no stock options granted to the Named Executive Officers in fiscal 2004.

Aggregated Option Exercises in Last Fiscal Year

and Fiscal Year-End Option Values

      The following table sets forth, for each of the Named Executive Officers, certain information regarding the exercise of stock options during fiscal 2004, the number of shares of common stock underlying stock options held at fiscal year-end and the value of options held at fiscal year-end based upon the last reported sales price of the common stock on The Nasdaq National Market on December 31, 2004 ($17.39 per share).

Equity Compensation Plans

      The following table summarizes information about the equity securities authorized for issuance under the Company’s equity compensation plan as of December 31, 2004. The Company has one equity compensation plan and it has been approved by its security holders.

CHANGE IN CONTROL AGREEMENTS

      In March 2001, our Board of Directors approved change in control agreements with Aram H. Keith, our chief executive officer and chairman of the board, Eric C. Nielsen, our president and chief operating officer, and Gary C. Campanaro, our chief financial officer, secretary and a director of our Company. These agreements provide for severance payments to these executive officers in certain circumstances following a change in control of our Company. Specifically, the change in control agreements provide that if the executive officer’s employment with us terminates as a result of an involuntary or constructive termination (as these terms are defined in the agreements) at any time within two years following a change in control, the executive officer will receive a one-time payment, equal to two times the executive officer’s highest annual level of total cash compensation (including any and all bonus amounts) paid by us to that executive officer during any one of the three consecutive calendar years (inclusive of the year of termination) immediately prior to termination. The level of annual cash compensation for the year in which a termination occurs will include any bonus amounts which the executive officer is eligible to receive during the year of termination, whether or not the bonus was earned by the executive officer. In addition, any unvested options previously granted to the executive officer will immediately vest and become exercisable as of the date of termination and remain

exercisable until their respective expiration date. Furthermore, if the executive officer’s employment with us terminates as a result of an involuntary or constructive termination at any time within two years following a change in control, any unvested restricted shares granted to these executive officers become immediately vested. Under these change in control agreements, for a two-year period following the termination, the executive officer also is entitled to receive continuing health coverage at a level commensurate to the coverage provided by us to the executive officer immediately prior to the change in control; all other benefits under welfare benefit plans, practices, policies and programs provided or offered by us, including, medical, dental, prescription, disability, employee life, group life, accidental death and travel accident insurance plans and programs; fringe benefits, including, without limitation, tax and financial planning services, payment of club dues and an automobile allowance; and a reasonable level of outplacement services selected by the executive officer.

      Under the change in control agreements, a change in control means the occurrence of any of the following events: (1) other than Aram H. Keith or his family members and affiliates, a person becomes the beneficial owner of 20% or more of the total voting power of our then outstanding voting securities, (2) a change in the composition of our board of directors occurs within a two-year period as a result of which fewer than a majority of the directors are directors who were serving on our board at the beginning of that two-year period, unless the election of each director who was not a director at the beginning of that period has been approved in advance by directors representing at least two-thirds of the directors then on the board who were directors at the beginning of the period, (3) the consummation of a merger or consolidation of our Company in which we do not survive as an independent public company, or (4) our business or businesses for which the executive officer’s services are principally performed are disposed of by us under a partial or complete liquidation of our Company, a sale of assets (including stock of a subsidiary), or otherwise.

      Under these change in control agreements, the executive officer also is entitled to receive a payment by us to offset any excise tax under the excess parachute payment provisions of Section 4999 of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” that has been levied against the executive officer for payments that we have made to, or for the benefit of, that executive officer (whether or not those payments are made pursuant to the executive officer’s change in control agreement). The payment by us will be grossed up so that after the executive officer pays all taxes (including any interest or penalties with respect to those taxes) on the payment, the executive officer will receive an additional payment equal to the excise tax imposed.

REPORT OF COMPENSATION COMMITTEE

      The Compensation Committee currently is comprised of two independent directors within the meaning of the applicable Nasdaq listing standards. The Committee advises the Board regarding the policies that govern the Company’s compensation programs and the compensation of executive officers. Following review and recommendation by the Committee, determinations pertaining to executive compensation for fiscal 2004 were submitted to the full Board of Directors for approval. In connection with its deliberations, the Committee seeks the views of the Chief Executive Officer with respect to appropriate compensation levels of the other executive officers.

      Total Compensation. The executive compensation program is designed to align executive compensation with the Company’s business strategy and performance. The goals of the executive compensation program are to: attract and retain key executives critical to the Company’s success and to motivate executives to enhance long-term share values by providing appropriate incentives including ownership through the Company’s Stock Option Plan.

      The principal elements of total compensation paid to executives of the Company are as follows:

      Base Salary. Base salaries are designed to reflect the position, duties, responsibilities and performance of each executive officer, the cost of living in the area in which the executive officer is located, and the market for base salaries of similarly situated executives at other companies, taking into account one or more of the

following: industry, size, and/or location. Base salaries are reviewed at least annually by the Committee and adjusted as appropriate to reflect the foregoing factors.

      Annual Incentives. To reinforce the attainment of the Company’s goals and objectives, the Committee believes in allowing for some variable incentive pay for its executive officers. In the second quarter of 2003, the Company implemented a discretionary bonus plan which it generally intends to continue to offer in future years. Under this discretionary bonus plan, the Committee may recommend that annual cash bonuses be awarded to executive officers if the Company meets or exceeds one or more financial performance targets established by the Committee with respect to any year. For fiscal 2004, the Committee determined to recommend that executive officer bonuses be based solely on its discretion. For 2005, the Company target is based upon a set dollar amount of income from operations taking into account the discretionary bonus amounts for the year. The estimated bonus amount is discretionary after the target is met or exceeded.

      Stock Option and Restricted Stock Awards. The Company believes that awarding stock options and/or restricted shares of common stock to its executive officers will motivate them to focus on the Company’s long-term performance. The number of options and/or restricted shares granted to an executive officer is based upon a number of factors, including, but not limited to, his or her position, salary and performance, the number and/or value of in-the-money outstanding unexercisable options, as well as the performance and goals of the division or function over which each executive officer has primary responsibility. In this regard, both quantitative and qualitative factors are considered by the Committee. Quantitative items used in analyzing the Company’s performance include revenue and revenue growth, results of operations and an analysis of actual levels of operating results and revenue to budgeted amounts, taking into account overall market conditions of our industries. Qualitative factors include an assessment of such matters as the enhancement of the Company’s image and reputation and the offering of new services and/or the expansion into new markets.

      Determination of Chief Executive Officer’s Compensation. In 2004, the Chief Executive Officer received an annual base salary of $461,000 and no cash bonus. The Chief Executive Officer was not awarded any stock options or restricted stock during 2004. The Committee believes the aggregate stock ownership position of the Chief Executive Officer is effective in aligning the interests of the Chief Executive Officer with the long-term interests of the shareholders. The base salary of the Chief Executive Officer was established based upon a comparative analysis conducted by the Committee of other chief executive officers taking into account one or more of the following: industry, size, and/or location. The Committee believes the Chief Executive Officer’s total compensation for 2004 was reasonable and appropriate given the performance of the Company under his leadership.

      The Committee intends to continue its policy of linking executive compensation with maximizing shareholder returns and corporate performance to the extent possible through the programs described above.

      Omnibus Budget Reconciliation Act Implications for Executive Compensation. Effective January 1, 1994, under Section 162(m) of the Code, a public company generally will not be entitled to a deduction for non-performance-based compensation paid to certain executive officers to the extent such compensation exceeds $1.0 million. Special rules apply for “performance-based” compensation, including the approval of the performance goals by the shareholders of the Company.

      All compensation paid to the Company’s employees in 2004 will be fully deductible. With respect to compensation to be paid to executives in 2005 and future years, in certain instances that compensation may exceed $1.0 million. However, in order to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy that all compensation must be deductible.

REPORT OF AUDIT COMMITTEE

      The information in this Audit Committee Report shall not be deemed to be “soliciting material,” or to be “filed” with the Securities and Exchange Commission or to be subject to Regulation 14A or 14C as promulgated by the Securities and Exchange Commission, or to the liabilities of Section 18 of the Securities and Exchange Act of 1934.

      The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

      In this context, the Committee has met and held discussions with management and the independent registered public accounting firm regarding the fair and complete presentation of the Company’s results. The Committee has discussed significant accounting policies applied by the Company in its consolidated financial statements, as well as alternative treatments. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Committee discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Communication With Audit Committees).

      In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management, including the matters in the written disclosures required by the Independence Standards Board Standard No. 1 (Independence Discussions With Audit Committees). The Committee noted that in 2004, there were no non-audit service fees paid to the Company’s independent registered public accounting firm. The Committee has concluded that the independent registered public accounting firm is independent from the Company and its management.

      The Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audit.

      In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, for filing with the Securities and Exchange Commission. The Committee has selected and the Board of Directors has ratified, subject to shareholder ratification, the selection of the Company’s independent registered public accounting firm.

PERFORMANCE GRAPH

      Set forth below is a line graph comparing the cumulative total shareholder return on our common stock, based on its market price, with the cumulative total return of companies on the Nasdaq Industrial Index, the Wilshire 5000 Index and a weighted average peer group index, assuming reinvestment of dividends, for the period beginning December 31, 1999, through our fiscal year ended December 31, 2004. We constructed our own peer group index which includes the following companies listed in alphabetical order: Michael Baker Corporation, Tetra Tech, Inc., TRC Companies, Inc., and URS Corporation. This graph assumes that the value of the investment in our common stock and each of the comparison groups was $100 on December 31, 1999.

Comparison of 5 Year Cumulative Total Return

Assumes Initial Investment of $100

December 2004

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Except as disclosed in this Proxy Statement, neither the nominees for election as directors of the Company, the directors or executive officers of the Company, nor any shareholder owning more than five percent of the issued shares of the Company, nor any of their respective associates or affiliates, had any material interest, direct or indirect, in any material transaction to which the Company was a party during fiscal 2004, or which is presently proposed.

      See “Change in Control Agreements” for a summary of change in control agreements with certain of our executive officers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth as of March 9, 2005, unless otherwise indicated, certain information relating to the ownership of our common stock by (i) each person known by the Company to be the beneficial owner of more than five percent of the outstanding shares of our common stock (7,934,833 shares), (ii) each of the Company’s directors, (iii) each of the Named Executive Officers, and (iv) all of the Company’s executive officers and directors as a group. Except as may be indicated in the footnotes to the table and subject to applicable community property laws, each such person has the sole voting and investment power with respect to the shares owned. The address of each person listed is in care of the Company, 19 Technology Drive, Irvine, California 92618, unless otherwise set forth below such person’s name.

      The information as to shares beneficially owned has been individually furnished by the respective directors, Named Executive Officers, and other shareholders of the Company, or taken from documents filed with the SEC.

CODE OF CONDUCT

      The Company has adopted a Code of Conduct which is designed to set the standards of business conduct and ethics and help directors and employees resolve ethical issues. The Code of Conduct applies to all directors and employees, including the Chief Executive Officer and Chief Financial Officer and other persons performing similar functions. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information, fair dealing with customers, suppliers, and competitors, and compliance with applicable laws, rules, and regulations. The purpose of the Code of Conduct is to ensure to the greatest possible extent that our business is conducted in a consistently legal and ethical manner. A copy of the Code of Conduct is posted on our website at www.keithco.com.

SHAREHOLDER PROPOSALS

      Any shareholder who intends to present a proposal at the 2006 Annual Meeting of Shareholders for inclusion in the Company’s Proxy Statement and Proxy form relating to that Annual Meeting must submit the proposal to the Company at its principal executive offices by December 11, 2005. In addition, in the event a

shareholder proposal is not received by the Company by February 23, 2006, the Proxy to be solicited by the Board of Directors for the 2006 Annual Meeting will confer discretionary authority on the holders of the Proxy to vote the shares if the proposal ultimately is presented at the 2006 Annual Meeting without any discussion of the proposal in the Proxy Statement for that meeting.

      SEC rules and regulations provide that if the date of the Company’s 2006 Annual Meeting is advanced or delayed more than 30 days from the date of the 2005 Annual Meeting, shareholder proposals intended to be included in the proxy materials for the 2006 Annual Meeting must be received by the Company within a reasonable time before the Company begins to print and mail the proxy materials for the 2006 Annual Meeting. Upon determination by the Company that the date of the 2006 Annual Meeting will be advanced or delayed by more than 30 days from the date of the 2005 Annual Meeting, the Company will disclose that change in the earliest possible Quarterly Report on Form 10-Q.

Irvine, California

April 8, 2005

APPENDIX A

AMENDED AND RESTATED

AUDIT COMMITTEE CHARTER

OF

THE KEITH COMPANIES, INC.

      The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of The Keith Companies, Inc. (the “Company”) has been established to: (a) assist the Board in its oversight responsibilities regarding (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, and (3) the outside auditor ’s qualifications and independence; (b) prepare the audit committee report required by the United States Securities and Exchange Commission (the “SEC”) for inclusion in the Company’s annual proxy statement; (c) provide oversight of the Company’s financial reporting system, (d) determine the appointment, compensation, retention and oversight of the work of the outside auditor; (e) approve audit and non-audit services to be performed by the outside auditor; (f) establish procedures for the receipt, retention and treatment of complaints regarding accounting controls and auditing matters, including procedures for confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and (g) perform such other functions as the Board may from time to time assign to the Committee. In performing its duties, the Committee shall seek to maintain an effective working relationship with the Board, the outside auditor and management of the Company.

      The Committee shall be composed of at least three members (including a Chairperson), all of whom shall (i) be independent directors, as such term is defined in Rule 4200(a)(15) of the Marketplace Rules of the NASDAQ National Stock Market, (ii) meet the independence criteria of Rule 10A-3(b)(i) of the Rules and Regulations of the Securities and Exchange Commission, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. The members of the Committee and the Chairperson shall be selected annually by the Board and serve at the pleasure of the Board. A Committee member (including the Chairperson) may be removed at any time, with or without cause, by the Board. The Board may designate one or more directors who meet the foregoing requirements as alternate members of the Committee, who may replace any absent or disqualified member or members at any meetings of the Committee. No person may be made a member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any rule or regulation of the SEC or the NASDAQ National Stock Market. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The Committee shall have the power (including any necessary funding) to engage such financial and accounting experts, including independent public accountants other than the Company’s outside auditor, and legal counsel as it deems reasonably necessary to assist it in carrying out its responsibilities.

      The Committee shall meet as often and at such times and places (or telephonically) as determined by the Committee. Any member of the Committee may call a meeting. If practicable, a written agenda shall be

prepared for each meeting and distributed to Committee members prior to the meeting, together with any appropriate background materials. After each meeting, detailed minutes will be prepared recording the deliberations of the Committee. The Committee shall periodically report to the Board on its activities.

      While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the outside auditor.

      In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the Board and stockholders that the corporate accounting and reporting practices of the Company are in accordance with all requirements.

      The following is a summary of the responsibilities of the Committee:

      The Committee will review and reassess the adequacy of this Charter at least annually and make recommendations to the Board, as conditions dictate, to update this Charter.

      The Committee will:

      The Committee will periodically evaluate the need for an internal audit function at the Company and make recommendations to the Board with respect thereto.

      The Committee will:

      The Committee will:

      The Committee will prepare annually the audit committee report for inclusion in the Company’s proxy statement relating to its annual shareholders meeting. In that report, the Committee will state whether it has: (i) reviewed and discussed the audited financial statements with management; (ii) discussed with the outside

auditor the matters required to be discussed by Statement on Auditing Standards No. 61, as that statement may be modified or supplemented from time to time; (iii) received from the outside auditor the written disclosures and the letter required by Independence Standard Board Standard No. 1, as that standard may be modified or supplemented from time to time, and has discussed with the outside auditor, the outside auditor’s independence; and (iv) based on the review and discussions referred to in clauses (i), (ii) and (iii) above, recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

GLOSSARY

      “Independence Standards Board” The Independence Standards Board is the private sector standard-setting body governing the independence of auditors from their public company clients. The ISB was dissolved on July 31, 2001. Many of the ISB standards and interpretations continue to represent authoritative guidance for auditors of public companies with respect to auditor independence matters.

      “Independence Standard Board Standard No. 1” requires the outside auditor to disclose to the audit committee of the Company, in writing, all relationships between the auditor and its related entities and the Company and its related entities that in the auditor’s professional judgment may reasonably be thought to bear on independence and to confirm in the letter that, in its professional judgment, it is independent of the company within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.

      “Section 10A of the Securities Act of 1934” sets forth certain standards that govern the procedures to be employed by registered public accounting firms in the conduct of audits required by the Securities Act of 1934.

      “Statement of Auditing Standards No. 50 letters” is a report prepared by an accounting firm on the application of accounting principles to hypothetical transactions.

      “Statement on Auditing Standards No. 61” sets forth the requirements imposed on registered public accounting firms and their communications with audit committees of public clients.

q    DETACH PROXY CARD HERE    q

Director Nominees: Aram H. Keith, Gary C. Campanaro, George Deukmejian, Christine D. Iger, and Edward R. Muller
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the “Exceptions” box and write that nominee’s name on the space below.)

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PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS

THE KEITH COMPANIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Aram H. Keith and Gary C. Campanaro, and each of them, with full power of substitution, as the proxies of the undersigned, to vote all shares of Common Stock of any class of The Keith Companies, Inc. (the “Company”) that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at 19 Technology Drive, Irvine, California, on May 17, 2005 at 10:30 a.m. Pacific Standard Time, and at all adjournments thereof (the “Annual Meeting”), upon the following matters, which are described in the Company’s Proxy Statement for the Annual Meeting.

     The undersigned hereby revokes any other proxy to vote at the Annual Meeting, and hereby ratifies and confirms all that said proxies, and each of them, may lawfully do by virtue hereof. With respect to matters not known at the time of the solicitation hereof, said proxies are authorized to vote in accordance with their best judgment.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED “FOR” THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP.

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