Filed by Stantec Inc. pursuant to
Rule 425 under the Securities Act of 1933 and deemed
filed pursuant To Rule 14a-12 under the
Securities Exchange Act of 1934.
Subject Company: The Keith Companies, Inc.
Commission File No. 000-26561

THIS FILING CONSISTS OF AN INVESTOR PRESENTATION IN CONNECTION WITH THE PROPOSED COMBINATION OF STANTEC INC. (“STANTEC”) AND THE KEITH COMPANIES, INC. (“TKC”).

Additional Information and Where to Find It

In connection with the proposed merger, Stantec and TKC have filed a Registration Statement on Form F-4, a joint proxy statement/ prospectus and other related documents with the Securities and Exchange Commission (the “SEC”). Shareholders of TKC are advised to read these documents and any other documents relating to the merger that are filed with the SEC when they become available because they contain important information. Shareholders of TKC may obtain copies of these documents for free, when available, at the SEC’s website at www.sec.gov. These and such other documents may also be obtained for free from:

Stantec
10160-112 Street
Edmonton, Alberta, Canada, T5K 2L6
Phone: (780) 917-7000 Fax: (780) 917-7330

and from:

The Keith Companies
19 Technology Drive
Irvine, California, USA 92618-2334
Phone: (949) 923-6000 Fax: (949) 923-6121

Stantec and TKC and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in connection with Stantec’s proposed acquisition of TKC. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the joint proxy statement/prospectus described above. Additional information regarding Stantec’s directors and executive officers is also included in its management information circular for its 2005 Annual Meeting of Shareholders, which was filed with the applicable securities commissions in Canada on or about March 31, 2005 and is available free of charge at the Canadian Securities Administrators’ web site at www.sedar.com or by contacting Stantec at the address or telephone number set forth above. Additional information regarding TKC’s directors and executive officers is also included in its proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or about April 12, 2005 and is available free of charge at the SEC’s web site at www.sec.gov or by contacting TKC at the address or telephone number set forth above.

Cautionary Note Regarding Forward Looking Statements

This document contains forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements are based upon current expectations and beliefs and are

subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Some of the forward-looking statements contained in this document include statements about the proposed Stantec and TKC merger; including statements that: (i) the merger will allow the combined company to realize strategic goals; (ii) the merger is expected to be accretive to earnings of the combined company; (iii) the merger will allow Stantec to increase its revenues from its United States operations by approximately 70%; (iv) the combination with TKC will allow Stantec opportunities to cross sell services to TKC’s client base; and (v) the TKC shareholders will realize a premium of approximately 30%. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. For example, if TKC does not receive required shareholder approvals, if Stantec is unable to list its stock on a major US exchange or either party fails to satisfy other conditions to closing, the merger will not be consummated. In addition, the combined companies may not realize all or any of the expected benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: global capital market activities, fluctuations in interest rates and currency values, the effects of war or terrorist activities, the effects of disease or illness on local, national, or international economies, the effects of disruptions to public infrastructure, such as transportation or communications, disruptions in power or water supply, industry and worldwide economic and political conditions, regulatory and statutory developments, the effects of competition in the geographic and business areas in which the companies operate, the actions of management, and technological changes. Actual results may differ materially from those contained in the forward-looking statements in this document.

Stantec, founded in 1954, provides professional design and consulting services in planning, engineering, architecture, interior design, landscape architecture, surveying, and project management. Continually striving to balance economic, environmental, and social responsibilities, we are recognized as a world-class leader and innovator in the delivery of sustainable solutions. With a roster of comprehensive services, our Company supports clients at every stage, from initial concept and financial feasibility to project completion and beyond. Our multidisciplinary practice areas serve public and private sector clients in a diverse range of markets.

In simple terms, the world of Stantec is the water we drink, the roadways we travel, the buildings we visit, the industries in which we work, and the neighborhoods we call home.

Introduction to Stantec
1

10-Year Performance

Introduction to Stantec
3

Rankings

5-Year Performance

Introduction to Stantec
4

Target Market

Stantec focuses on the North American market. The greater the population density, the greater the need for infrastructure such as community development, roadways, and facilities.

Positioning

Stantec has strategically positioned itself in the professional services business in infrastructure and facilities to deliver solid and consistent growth and profitability. The following operational strategies have been employed and, as a result, separate Stantec from the competition.

Project Lifecycle

Introduction to Stantec
5

Stantec Advantage

Logistical Systems

Technical Capabilities

Knowledge Systems

Introduction to Stantec
6

Practice Area Specialization

Practice area diversification is achieved by focusing on 17 distinct specialist practice areas that can generally be grouped into five broad market segments:

Introduction to Stantec
7

Life Cycle Solutions

Our business model includes the provisions of services in all five phases of the project life cycle:

3D Business Model Completed

The model mitigates our risks by ensuring that we are not dependent on any single geographic region, market segment or life cycle phase for our business.

Introduction to Stantec
8

Stantec’s goal is to become one of the top 10 global design firms.

To achieve this goal, we will continue to pursue excellence in design and project delivery and to follow an orderly growth plan building upon our solid foundation. Stantec has a clear vision and a well conceived strategy to fulfill that vision and the track record to bear out the integrity of our strategy.

Driver

Give Stantec professionals the opportunity to work with the

- Best clients on the

- Best projects and to

- Provide the best services

Introduction to Stantec
9

Action

Augment breadth and depth of expertise, enhance ability to serve Fortune 1000, government, and institutional clients, and expand geographic coverage. Stantec grows by either:

     Internal Organic Growth

     Acquisition Growth

Introduction to Stantec
10

Financial Summary

* C$1.00 = US$1.3075 (average exchange rate for 2004)
** C$1.00 = US$1.2020 (exchange rate at Dec. 31 2004)
*** Before discontinued operations (discontinued operations = US$430,000)

Practice Area Specialization

The Keith companies will no longer be dependent on the real estate market to determine the success of their overall efforts. Stantec provides 5 key market segments that both compliment and augment the overall service offering.

Introduction to Stantec
11

Geographic Diversification

Stantec and Keith combination will augment the company’s footprint in the North American Market. Stantec will now have access to the southern California market, one of the greatest areas of opportunity for Stantec to cross sell its professional services. The jointed firm will employ over 5,000 employees.

The Keith transaction will solidify a presence in California and will increase Stantec’s US operations by 70%.

*Q1 YTD Numbers
**Expected split once combined

Introduction to Stantec
12

Tony Franceschini, P.Eng.
President & CEO
Ph: (780) 917-7077
apf@stantec.com

Don Wilson, CA
Vice President & CFO
Ph: (780) 917-7269
dwilson@stantec.com

Simon Stelfox, B.Sc.
Investor Relations
Ph: (780) 917-7288
sstelfox@stantec.com

Stantec Inc.
10160 - 112 Street
Edmonton AB T5K 2L6
Ph: (780) 917-7000
Fax: (780) 917-7330

stantec.com
ir@stantec.com

TSX:STN

Q1 2005