FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                          Commission file number 1-6627


                            MICHAEL BAKER CORPORATION
                            -------------------------
             (Exact name of registrant as specified in its charter)

            PENNSYLVANIA                                      25-0927646
            ------------                                      ----------
        (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                     Identification No.)

AIRPORT OFFICE PARK, BUILDING 3, 420 ROUSER ROAD, CORAOPOLIS, PA      15108
- ----------------------------------------------------------------      -----
(Address of principal executive offices)                            (Zip Code)

                                 (412) 269-6300
                                 --------------
                         (Registrant's telephone number,
                              including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

            Yes      X       No
                  ------         ------


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            AS OF JUNE 30, 2000:
            -------------------

            Common Stock            6,881,539 shares
            Series B Common Stock   1,311,966 shares





                         PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
        --------------------

The condensed  consolidated financial statements which follow have been prepared
by Michael Baker  Corporation  ("the Company"),  without audit,  pursuant to the
rules and  regulations  of the  Securities  and  Exchange  Commission.  Although
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant  to such rules and  regulations,  the
Company  believes  that the  disclosures  are  adequate to make the  information
presented not misleading.  The statements  reflect all adjustments which are, in
the opinion of management,  necessary for a fair presentation of the results for
the periods presented. All such adjustments are of a normal and recurring nature
unless specified otherwise.  These condensed  consolidated  financial statements
should be read in conjunction with the consolidated financial statements and the
notes thereto included in the Company's latest Annual Report on Form 10-K.

This  Quarterly  Report  on  Form  10-Q,  and in  particular  the  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
section  in  Part I,  contains  forward  looking  statements  concerning  future
operations  and  performance  of the Company.  Forward  looking  statements  are
subject to market, operating and economic risks and uncertainties that may cause
the Company's  actual results in future periods to be materially  different from
any future performance suggested herein. Factors that may cause such differences
include,  among  others:  increased  competition,  increased  costs,  changes in
general market conditions,  changes in anticipated levels of government spending
on  infrastructure,  and changes in loan  relationships or sources of financing.
Such forward looking  statements are made pursuant to the Safe Harbor Provisions
of the Private Securities Litigation Reform Act of 1995.






MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)


                                                 For the three months ended
                                               ---------------------------------
                                               JUNE 30, 2000   June 30, 1999
- --------------------------------------------------------------------------------
                                                        (IN THOUSANDS)
                                                             
Total contract revenues                            $  97,762       $ 134,066

Cost of work performed                                83,491         118,181
- --------------------------------------------------------------------------------
  GROSS PROFIT                                        14,271          15,885

Selling, general and administrative expenses          10,389          11,971
- --------------------------------------------------------------------------------
  INCOME FROM OPERATIONS                               3,882           3,914

Other income/(expense):
  Interest income                                         51              26
  Interest expense                                      (263)           (215)
  Other, net                                           1,056            (188)
- --------------------------------------------------------------------------------
  INCOME BEFORE INCOME TAXES                           4,726           3,537

Provision for income taxes                             2,221           1,662
- --------------------------------------------------------------------------------

  NET INCOME                                       $   2,505       $   1,875
================================================================================

  BASIC AND DILUTED NET INCOME PER SHARE           $    0.31       $    0.23
================================================================================
<FN>
The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</FN>







MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)


                                                   For the six months ended
                                               ---------------------------------
                                               JUNE 30, 2000   June 30, 1999
- --------------------------------------------------------------------------------
                                                        (IN THOUSANDS)
                                                             
Total contract revenues                            $ 206,057       $ 249,185

Cost of work performed                               176,971         219,840
- --------------------------------------------------------------------------------
  GROSS PROFIT                                        29,086          29,345

Selling, general and administrative expenses          21,316          24,690
- --------------------------------------------------------------------------------
  INCOME FROM OPERATIONS                               7,770           4,655

Other income/(expense):
  Interest income                                         71              85
  Interest expense                                      (663)           (334)
  Other, net                                             856             (89)
- --------------------------------------------------------------------------------
  INCOME BEFORE INCOME TAXES                           8,034           4,317

Provision for income taxes                             3,776           2,029
- --------------------------------------------------------------------------------

  NET INCOME                                       $   4,258       $   2,288
================================================================================

  BASIC AND DILUTED NET INCOME PER SHARE           $    0.52       $    0.28
================================================================================
<FN>
The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</FN>







MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

ASSETS                                            JUNE 30, 2000   Dec. 31, 1999
- --------------------------------------------------------------------------------
                                                         (IN THOUSANDS)
                                                                
CURRENT ASSETS
Cash and cash equivalents                              $  3,889       $   3,685
Receivables                                              67,882          77,964
Cost of contracts in progress and estimated
  earnings, less billings                                20,196          20,803
Prepaid expenses and other                                6,465           7,363
- --------------------------------------------------------------------------------
  TOTAL CURRENT ASSETS                                   98,432         109,815
- --------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, NET                       11,908          17,120
- --------------------------------------------------------------------------------

OTHER ASSETS
Goodwill and other intangible assets, net                11,456          14,563
Other assets                                              3,503           7,693
- --------------------------------------------------------------------------------
  TOTAL OTHER ASSETS                                     14,959          22,256
- --------------------------------------------------------------------------------
  TOTAL ASSETS                                         $125,299        $149,191
================================================================================

LIABILITIES AND SHAREHOLDERS' INVESTMENT
- --------------------------------------------------------------------------------

CURRENT LIABILITIES
Current portion of long-term debt                      $  2,590        $  3,526
Accounts payable                                         22,317          28,862
Accrued employee compensation                             9,814          10,462
Accrued insurance                                         6,853           7,884
Other accrued expenses                                   22,945          19,453
Excess of billings on contracts in progress
  over cost and estimated earnings                        3,873          13,555
- --------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES                              68,392          83,742
- --------------------------------------------------------------------------------

OTHER LIABILITIES
Long-term debt                                            2,264          14,867
Other                                                     5,540           5,783
- --------------------------------------------------------------------------------
  TOTAL LIABILITIES                                      76,196         104,392
- --------------------------------------------------------------------------------

SHAREHOLDERS' INVESTMENT
Common Stock, par value $1, authorized 44,000,000
  shares, issued 7,184,528 and 7,170,663 shares
  at 6/30/00 and 12/31/99, respectively                   7,184           7,171
Series B Common Stock, par value $1, authorized
  6,000,000 shares, issued 1,311,966 and 1,313,816
  shares at 6/30/00 and 12/31/99, respectively            1,312           1,314


Additional paid-in capital                               37,119          37,084
Retained earnings                                         5,541           1,283
Less 302,989 shares of Common Stock in treasury,
  at cost, at 6/30/00 and 12/31/99                       (2,053)         (2,053)
- --------------------------------------------------------------------------------
  TOTAL SHAREHOLDERS' INVESTMENT                         49,103          44,799
- --------------------------------------------------------------------------------
  TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT       $125,299        $149,191
================================================================================
<FN>
The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</FN>




MICHAEL BAKER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                    For the six months ended
                                                 ------------------------------
                                                 JUNE 30, 2000   June 30, 1999
- --------------------------------------------------------------------------------
                                                         (IN THOUSANDS)
                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                            $  4,258        $  2,288
Adjustments to reconcile net income to net cash
 used in operating activities:
  Depreciation and amortization                          3,090           3,227
  Gain on the sale of BSSI                              (2,002)              -
  Changes in assets and liabilities:
   (Increase)/Decrease in receivables and contracts
    in progress                                         (6,279)          2,261
   Decrease in accounts payable and accrued expenses    (1,342)        (12,386)
   (Increase)/decrease in other net assets                (141)          3,552
- --------------------------------------------------------------------------------
  TOTAL ADJUSTMENTS                                     (6,674)         (3,346)
- --------------------------------------------------------------------------------
  NET CASH USED IN OPERATING ACTIVITIES                 (2,416)         (1,058)
- --------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment              (1,561)         (3,150)
Proceeds from the sale of certain construction assets      748               -
Proceeds from the sale of BSSI                          13,500               -
- --------------------------------------------------------------------------------
  NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES   12,687          (3,150)
- --------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt                                 -             553
Repayments of long-term debt                           (10,110)           (250)
Proceeds from exercise of stock options                     43              56
- --------------------------------------------------------------------------------
  NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES  (10,067)            359
- --------------------------------------------------------------------------------

  NET INCREASE/(DECREASE)IN CASH AND CASH EQUIVALENTS      204          (3,849)

  CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR           3,685           5,014
- --------------------------------------------------------------------------------

  CASH AND CASH EQUIVALENTS, END OF PERIOD            $  3,889        $  1,165
================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA
Interest paid                                         $    469        $    157
Income taxes paid                                     $    436        $    247
================================================================================
<FN>
The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</FN>






MICHAEL BAKER CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE PERIODS ENDED JUNE 30, 2000
(UNAUDITED)

NOTE 1 - SALE OF BAKER SUPPORT SERVICES, INC.

Effective  June 1, 2000,  the  Company  completed  the sale of its  wholly-owned
subsidiary,  Baker Support  Services,  Inc.  ("BSSI"),  to SKE International LLC
("SKE").  BSSI primarily  provided  operations and maintenance  services on U.S.
military bases  worldwide,  and represented a separate  segment of the Company's
Civil business unit.

In exchange  for 100% of the common  stock of BSSI,  the Company  received  cash
proceeds of $13.5 million,  and another $0.5 million was placed in escrow by SKE
pending  resolution of a  post-closing  purchase price  adjustment.  The Company
believes that the total  purchase price should be  approximately  $14.0 million,
thereby  leaving an  additional  payment  due of nearly $0.5  million;  however,
management is currently  engaged in discussions  with SKE to determine the final
payment that the Company will  receive  from the escrow.  The Company  currently
expects to finalize this matter and collect an additional purchase price payment
ranging from $0.2 million to $0.5 million during the third quarter of 2000.

In connection  with this sale,  BSSI's results of operations for the five months
ended May 31, 2000 were  included  in the  accompanying  Condensed  Consolidated
Statements of Income for the three and six-month periods ended June 30, 2000. In
addition, the Company recorded a gain totaling $2.0 million associated with this
sale  during  the  second  quarter of 2000.  This gain was  included  within the
"Other, net" caption in the aforementioned Statements of Income.

The  proceeds  received  from this  sale  were  used to pay off debt  previously
payable to Mellon Bank, N.A.  ("Mellon")  under the Company's  credit  agreement
(see Note 6).

NOTE 2 - SALE OF CONSTRUCTION ASSETS

Certain  assets  held by the  Company's  Transportation-Construction  (heavy and
highway)  segment,  including  substantially  all fixed assets and the remaining
contractual  rights and obligations  associated  with eight active  construction
projects,  were sold to A&L,  Inc.  ("A&L") in March 2000 in  exchange  for cash
proceeds  of $0.7  million  and  A&L's  assumption  of  certain  debt and  lease
obligations.  In connection with this sale,  charges  totaling $1.9 million were
previously  recorded during the fourth quarter of 1999.  Such charges  primarily
reflected writedowns related to fixed asset impairments, lease termination costs
for  construction  equipment that was idle at December 31, 1999, and lease costs
for certain office space permanently idled by the restructuring.  As a result of
the sale,  the Company  remains  responsible  for three active heavy and highway
construction  projects,  all of which are scheduled for completion by the end of
the third  quarter of 2000.  A&L is managing  these  remaining  projects for the
Company.




Given the mature status of these remaining  projects,  during the second quarter
of 2000,  the  Company  recorded  the  effects  of  settling  lease  obligations
associated  with  certain  heavy & highway  construction  equipment  that was no
longer being fully utilized at June 30, 2000.  This resulted in a related charge
totaling $1.2 million to the "Other, net" caption in the accompanying  Condensed
Consolidated Statements of Income for the three and six-month periods ended June
30, 2000.

NOTE 3 - 1999 RESTRUCTURING CHARGES

During the first quarter of 1999, the Company determined that it would no longer
participate  in general  construction  projects for buildings or  transportation
infrastructure.  Accordingly, the Company's Buildings unit was restructured, and
the Company  recorded  related  charges  totaling $0.8 million  during the first
quarter of 1999. Such charges were included entirely within selling, general and
administrative expenses in the accompanying Condensed Consolidated Statements of
Income for the six months ended June 30, 1999,  and  reflected  severance  costs
associated  with  employee  terminations,  writedowns  related  to  fixed  asset
impairments,  and lease costs for certain office space  permanently idled by the
restructuring.

NOTE 4 - EARNINGS PER SHARE

Basic net income per share  computations  are based upon  weighted  averages  of
8,191,159 and 8,173,248  shares  outstanding  for the three-month  periods,  and
8,189,974 and 8,170,826 for the six-month periods, ended June 30, 2000 and 1999,
respectively.  Diluted net income per share computations are based upon weighted
averages of 8,212,623  and  8,229,316  shares  outstanding  for the  three-month
periods,  and 8,211,720 and 8,242,804 for the six-month periods,  ended June 30,
2000 and 1999,  respectively.  The additional  shares included in diluted shares
outstanding are entirely attributable to stock options.

NOTE 5 - BUSINESS SEGMENT INFORMATION

The  Company  has five  operating  business  units.  The  Buildings,  Energy and
Environmental  units each  represent  separate  reportable  segments,  while the
Transportation   and  Civil  units  each  comprise  two   reportable   segments.
Accordingly, the Company has the following seven reportable segments:

o    The  Buildings  unit  has  historically  provided  a  variety  of  services
     including  design-build,   construction   management,   planning,   program
     management,   general  contracting,   architectural  and  interior  design,
     construction inspection and constructability  reviews;  however, the unit's
     offering of general contracting services was discontinued during 1999.

o    The Civil unit  includes two  reportable  segments.  The  Civil-Engineering
     segment  provides  surveying,   mapping,  geographic  information  systems,
     planning,  design  and  construction  management.  The  Civil-BSSI  segment
     principally  provides operations and maintenance  services on U.S. military
     bases; however, this segment was sold effective June 1, 2000 (see Note 1).

o    The Energy unit offers  services that include  operations  and  maintenance
     services for oil and gas production facilities,  onsite mechanical services
     in connection with turbine overhauls and major power equipment outages, and
     training services.





o    The Environmental unit provides a combination of engineering and consulting
     services in both the public and private markets.

o    The   Transportation   unit   includes   two   reportable   segments.   The
     Transportation-Engineering   segment  provides  planning,  design,  program
     management     and     software     development      capabilities.      The
     Transportation-Construction    segment   historically    provided   general
     construction services related to highways,  bridges,  airports, busways and
     other  transportation  facilities;  however,  all bidding  activity  ceased
     during 1999 and this  segment's  operations are currently in the process of
     being wound down.

The following  tables reflect the required  disclosures  for the Company's seven
segments (in millions):



                        For the Three Months Ended   For the Six Months Ended
                       --------------------------- ---------------------------
                       JUNE 30, 2000 June 30, 1999 JUNE 30, 2000 June 30, 1999
- -------------------------------------------------- -----------------------------
                                                            
TOTAL CONTRACT REVENUES:
Buildings unit                $  5.6    $     12.7        $ 11.6        $ 35.0
Civil unit:
  Engineering                   17.9          18.2          38.8          33.6
  BSSI                           9.4          13.6          23.5          26.2
Energy unit                     28.8          19.9          54.4          39.2
Environmental unit               6.3           6.4          11.9          13.2
Transportation unit:
  Engineering                   26.5          21.9          52.7          40.2
  Construction                   3.2          41.0          13.0          61.4
- --------------------------------------------------------------------------------
   SUBTOTAL - SEGMENTS          97.7         133.7         205.9         248.8
Corporate                        0.1           0.4           0.2           0.4
- --------------------------------------------------------------------------------
   TOTAL                      $ 97.8        $134.1        $206.1        $249.2
================================================================================


                        For the Three Months Ended   For the Six Months Ended
                       --------------------------- ---------------------------
                       JUNE 30, 2000 June 30, 1999 JUNE 30, 2000 June 30, 1999
- -------------------------------------------------- -----------------------------
INCOME/(LOSS) BEFORE TAXES:
Buildings unit                $  0.7        $  0.3        $  1.4       $  (0.9)
Civil unit:
  Engineering                    1.2           0.8           2.0           1.3
  BSSI                           0.2           0.4           0.4           0.4
Energy unit                      0.9          (0.7)          1.7           0.6
Environmental unit               0.4           0.5           0.7           0.7
Transportation unit:
  Engineering                    0.8           1.3           1.9           1.7
  Construction                  (1.6)          0.4          (2.3)         (0.1)
- --------------------------------------------------------------------------------
   SUBTOTAL - SEGMENTS           2.6           3.0           5.8           3.7
Corporate/Insurance              2.1           0.5           2.2           0.6
- --------------------------------------------------------------------------------
      TOTAL                   $  4.7        $  3.5        $  8.0        $  4.3
================================================================================



                                                   JUNE 30, 2000 Dec. 31, 1999
- --------------------------------------------------------------------------------
SEGMENT ASSETS:
Buildings unit                                            $  3.8        $  7.4
Civil unit:
  Engineering                                               21.9          23.3
  BSSI                                                         -          15.8
Energy unit                                                 41.3          40.3
Environmental unit                                           5.9           4.8
Transportation unit:
  Engineering                                               33.2          28.9
  Construction                                               7.4          17.4
- --------------------------------------------------------------------------------
   SUBTOTAL - SEGMENTS                                     113.5         137.9
Corporate/Insurance                                         11.8          11.3
- --------------------------------------------------------------------------------
   TOTAL                                                  $125.3        $149.2
================================================================================



NOTE 6 - LONG-TERM DEBT AND BORROWING ARRANGEMENTS

The Company has a secured credit agreement (the "Agreement") with Mellon,  which
currently  provides for a commitment  of $25 million  through May 31, 2001.  The
commitment  includes the sum of the principal  amount of revolving  credit loans
outstanding and the aggregate face value of outstanding letters of credit. As of
June 30,  2000,  no  borrowings  were  outstanding;  however,  letters of credit
totaling $2.2 million had been issued under the Agreement.

The Company is currently  negotiating  revisions to its  Agreement  with Mellon,
including reducing the commitment to $20 million.  This reduction is expected to
better  approximate the Company's needs in the near term. The revised  agreement
is expected to be finalized during the third quarter of 2000.

NOTE 7 - CONTINGENCIES

The Company has reviewed  the status of  contingencies  outstanding  at June 30,
2000.  Except  as noted  below,  management  believes  that  there  have been no
significant  changes to the  information  disclosed in its Annual Report on Form
10-K for the year ended December 31, 1999.

With  respect  to the  Company's  litigation  with  Universal  City  Development
Partners  ("UCDP"),  on May 1, 2000,  the Company and UCDP settled  their claims
related to a contact  entered  into by the  Company's  subsidiary,  Baker Mellon
Stuart  Construction,  Inc., for the construction of the CityWalk project at the
Universal Studios theme park in Orlando, Florida. This final settlement does not
involve  participation  by the  project  policy  insurer but does  preserve  the
Company's rights against Hellmuth, Obata & Kassabaum,  Inc. ("HOK"), the company
which  designed  the  project;  the  project  policy  insurer;  and HOK's  other
insurers.  The Company also remains responsible for all subcontractor and vendor
claims  arising  from the project.  The largest of these claims  involves a suit
brought by ADF International,  Inc., BMSCI's  subcontractor for structural steel
and miscellaneous metals. Based on its assessment of the information  available,
the Company believes it has made adequate provisions for these claims as of June
30, 2000.




On  April  10,  2000,  the  Company  reached  a  settlement  of the  arbitration
previously  reported  between the Company and the former  owner of  GeoResearch,
Inc. The  arbitration  arose from the  Company's  September 30, 1998 purchase of
GeoResearch.  Under the terms of the settlement, the parties entered into mutual
releases,  and the  Company  paid the former  owner a final  payment of purchase
price totaling $0.5 million during the second quarter of 2000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
        ------------------------------------------------------------------------

RESULTS OF OPERATIONS

The following  table reflects a summary of the Company's  operating  results for
ongoing  operations  and  non-core  businesses  during  the three and  six-month
periods ended June 30, 2000 (in millions):



                         FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                                JUNE 30, 2000               JUNE 30, 2000
                         --------------------------   --------------------------
                         TOTAL CONTRACT INCOME FROM   TOTAL CONTRACT INCOME FROM
                            REVENUES    OPERATIONS      REVENUES     OPERATIONS
- --------------------------------------------------------------------------------
                                                            
Engineering                  $ 56.0        $  3.0        $113.6         $  5.6
Energy                         28.8           0.9          54.4            2.2
Non-Core*                      12.9             -          37.9              -
Corporate/Insurance             0.1             -           0.2              -
- --------------------------------------------------------------------------------
     TOTAL                   $ 97.8        $  3.9        $206.1         $  7.8
================================================================================
<FN>
* Non-core operations are defined as the construction  operations that are being
wound down within the Buildings and  Transportation  units,  and the  Civil-BSSI
division, which was sold effective June 1, 2000.
</FN>


Given  certain  management  and internal  financial  reporting  changes that are
currently  taking place,  the Company expects to change its reporting of segment
information during the third quarter of 2000. The new segments,  and the related
discussion of operating  results in this  Management's  Discussion  and Analysis
section, will reflect management's changing focus toward the ongoing Engineering
and Energy operations.

TOTAL CONTRACT REVENUES

Total  contract  revenues  were $97.8  million  for the second  quarter of 2000,
compared  to  $134.1  million  for the  second  quarter  of  1999.  An  expected
second-quarter 2000 revenue reduction totaling $50.7 million was recorded in the
Company's non-core operations,  as the construction divisions were further wound
down and the BSSI  division  was sold during the quarter.  The non-core  revenue
reduction  was  partially  offset by revenue  growth of $14.4  million  from the
Company's ongoing operations  (Engineering and Energy).  Total contract revenues
for these ongoing  operations were $84.9 million for the second quarter of 2000,
20% higher than the  corresponding  year-ago period.  The Company's  Engineering
divisions  experienced  combined  top-line  revenue growth of 11% for the second
quarter,  primarily on the strength of continuing TEA-21 related improvements in




the    Transportation-Engineering    division    and    new    work    in    its
Buildings-Engineering  division. The Energy unit posted a second-quarter revenue
increase of 44%, due to  acquisition-related  growth  associated  with the third
quarter 1999  purchase of Steen  Production  Service,  Inc.  ("Steen") and to an
improvement in domestic  business  associated  with two new contracts to provide
operations and  maintenance  services to clients in the Gulf of Mexico under its
OPCO(SM) operating model. Energy's  international volumes dipped slightly during
the second quarter due to a client which reverted to in-house staffing.

Total  contract  revenues were $206.1  million for the first six months of 2000,
compared to $249.2  million for the  corresponding  period in 1999.  The revenue
reduction  associated  with the  Company's  non-core  operations  totaled  $77.9
million for the first six months of 2000; however,  such reduction was partially
offset by revenue  growth of $34.8  million from the ongoing  operations.  Total
contract  revenues for these ongoing  operations  were $168.1 million and $133.3
million for the first six months of 2000 and 1999, respectively. The Engineering
divisions  posted  revenue  growth of 20% during the first six months,  with the
largest    components    originating   from   the    Transportation-Engineering,
Civil-Engineering and Buildings-Engineering  operations.  Growth in both Civil's
and Buildings'  engineering  divisions is  attributable to several new contracts
and volume increases on existing projects. In  Transportation-Engineering,  such
growth is again  associated with the TEA-21 funding  increases in its geographic
markets.  The Energy  unit  improved  its  revenues  by 39% during the first six
months,  with the increases again attributable to the Steen purchase and the two
new domestic contracts.

GROSS PROFIT

Gross profit decreased to $14.3 million in the second quarter of 2000 from $15.9
million  in the  second  quarter  of 1999.  As a  percentage  of total  contract
revenues,  the second  quarter's  gross  profit  increased to 14.6% in 2000 from
11.9% in  1999.  In the  non-core  businesses,  gross  margins  from the  former
construction  divisions  declined to (1.9)% for the second  quarter of 2000 from
4.5% in the second quarter of 1999,  while the BSSI division  contributed  13.6%
and 11.5% in the second quarters of 2000 and 1999, respectively. Excluding these
non-core  operations,  the Company's  ongoing  operations posted gross profit of
$13.1 million (15.4% of total contract  revenues) in the second quarter of 2000,
versus $12.1 million (17.2% of total contract revenues) in the comparable period
of 1999. The combined  Engineering  divisions' gross profit margin was 14.7% for
the second quarter of 2000, down from 17.4% a year ago. This overall Engineering
margin  decrease is generally  associated with new work on which the Company has
provided services and recognized costs, but for which the contract  execution is
uncertain  and/or the contract  revenue  recognition  has been delayed until the
related contracts and change orders have been fully documented with the clients.
Satisfactory resolution of these contracts and change orders could contribute to
operating  margins in future periods.  In the Energy unit, gross margins rose to
16.9% in the second quarter of 2000 from 14.3% in 1999.  Charges  resulting from
nonrecurring  project-related  difficulties  and the  writeoff of  unrecoverable
assets reduced Energy's second quarter 1999 gross profit.

Gross profit  decreased  to $29.1  million for the first six months of 2000 from
$29.3 million in the first six months of 1999. As a percentage of total contract
revenues,  the gross profit for the first six months of 2000  increased to 14.1%
from 11.8% for the  corresponding  period in 1999.  In the non-core  operations,
gross margins from the former  construction  divisions  declined to 2.6% for the
first half of 2000 from 4.0% in the first half of 1999,  while the BSSI division




contributed  12.8%  and  10.6%  in the  first  six  months  of  2000  and  1999,
respectively.  Excluding these non-core  operations,  the Company's gross profit
from ongoing operations was $25.7 million (15.3% of total contract revenues) for
the first six  months of 2000,  versus  $23.0  million  (17.2% of total  contact
revenues) in the comparable period of 1999. The combined Engineering  divisions'
gross profit margin was 14.6% for the first half of 2000,  again down from 16.9%
in the corresponding  period of 1999. The reasons for this variance for the six-
month period are the same as those  discussed in the  preceding  paragraph.  The
Energy unit posted gross  margins of 17.0% and 17.1% for the first six months of
2000 and 1999, respectively.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses decreased to $10.4 million
in the second  quarter of 2000 from $12.0 million in the second quarter of 1999.
Expressed as a percentage of total contract revenues, SG&A expenses increased to
10.6% for the  second  quarter  of 2000,  as  compared  with 8.9% for the second
quarter of 1999.  SG&A expenses for the second quarter of 2000  benefitted  from
the effect of a  favorable  adjustment  for  incentive  compensation  based on a
change in the plan;  however,  such  benefit  was  largely  offset by  severance
payments and abnormally high relocation expenses during the quarter.  The second
quarter of 1999 also benefitted from the resolution of an outstanding  corporate
employee benefits issue that had been accrued for in a prior period.

SG&A  expenses  decreased to $21.3 million for the first six months of 2000 from
$24.7  million for the same period in 1999.  Expressed as a percentage  of total
contract revenues,  SG&A expenses increased to 10.3% for the first six months of
2000,  as  compared  with  9.9%  for the same  period  in  1999.  Excluding  the
restructuring charges of $0.8 million recorded in the first quarter of 1999 (see
Note 3), SG&A expenses would have been 9.6% of total  contract  revenues for the
first six months of 1999.

The overall  decreases  in SG&A  dollars for the three and six month  periods of
2000 are primarily  attributable to the  discontinuance of the Company's general
construction  operations  (see  Notes  2 and  3).  The  increases  in  the  SG&A
percentages stem from the effects of discontinuing the construction  businesses,
as associated  overheads  have not yet been fully  adjusted to reflect the lower
business volumes.

OTHER INCOME

Interest  income was slightly  higher for the second  quarter of 2000 due to the
Company's  investment of excess cash from the BSSI proceeds after paying off its
revolving  credit  debt due to Mellon in early June.  Interest  expense was also
slightly  higher for the second  quarter of 2000 due  primarily to the increased
borrowings  through May 2000 under its credit  agreement  with Mellon,  and debt
associated  with the Company's  third quarter 1999  acquisition of Steen.  Other
income was $1,056,000 for the second quarter of 2000,  compared to other expense
of  $188,000  for the  second  quarter of 1999.  The 2000  amount  reflects  the
Company's  $2.0  million gain on the sale of BSSI (see Note 1), as offset by the
charges totaling $1.2 million related to leased construction equipment (see Note
2).

Interest  expense was higher for the first six months of 2000 due  primarily  to
the Company's  increased  borrowings under its credit agreement with Mellon, and





debt  associated  with the Company's  third quarter 1999  acquisition  of Steen.
Other income was  $856,000  for the first six months of 2000,  compared to other
expense of $89,000 for the same period in 1999.  The primary  composition of the
2000 amount is discussed in the preceding paragraph.

INCOME TAXES

The Company had  provisions  for income taxes of 47% for the three and six-month
periods ended June 30, 2000 and 1999.

CONTRACT BACKLOG

The  following  table  reflects a summary of the  Company's  backlog  related to
ongoing operations and non-core  businesses as of June 30, 2000 and December 31,
1999 (in millions):




                             AS OF JUNE 30, 2000       AS OF DECEMBER 31, 1999
                            ---------------------     ------------------------
                              FUNDED      TOTAL         FUNDED         TOTAL
- --------------------------------------------------------------------------------
                                                           
Engineering                   $196.6      $320.2        $204.0         $315.0
Energy                          37.8       137.4          63.2          102.2
Non-Core                         2.5         2.5          98.1          240.1
- --------------------------------------------------------------------------------
     TOTAL                    $236.9      $460.1        $365.3         $657.3
================================================================================


The funded backlog of work to be performed was $237 million as of June 30, 2000,
compared to funded backlog of $365 million at December 31, 1999.  Funded backlog
represents that portion of work supported by signed  contracts and for which the
procuring  agency has  appropriated and allocated the funds to pay for the work.
Total backlog,  which incrementally  includes that portion of contract value for
which options are still to be exercised  (unfunded  backlog),  decreased to $460
million at June 30, 2000, from $657 million as of December 31, 1999.

Effective  June 1, 2000,  the  Company  sold its BSSI  division  and all related
funded and total  backlog  which  totaled  $26.5  million  and  $175.1  million,
respectively, as of May 31, 2000. In addition, during the first quarter of 2000,
the Company sold funded and total backlog  totaling $32 million  associated with
certain  heavy and highway  construction  projects to A&L.  Otherwise,  the most
significant backlog additions during the second quarter of 2000 related to a new
three-year,  $60 million contract to provide offshore operations and maintenance
services in the Energy  unit,  several new design  contracts  and change  orders
totaling $36 million in the  Transportation  unit,  and a new  Civil-Engineering
project with the Federal Emergency Management Agency (FEMA) totaling $7 million.





LIQUIDITY AND CAPITAL RESOURCES

During the quarter ended June 30, 2000, the Company  received cash sale proceeds
of $13.5 million from the stock sale of its BSSI  subsidiary (see Note 1). These
proceeds were first applied to totally repay the Company's  borrowings  totaling
$10.1 million under its credit  agreement  with Mellon,  and the balance of $3.4
million was invested in short-term cash equivalents.

Net cash used in  operating  activities  increased to $2.4 million for the first
six months of 2000 from $1.1 million used for the corresponding  period in 1999.
A  significant  component  of this  increase  resulted  from a reduction  in the
Company's liability to customers for amounts billed in excess of revenues earned
to date on heavy and highway construction contracts.  Certain of these contracts
were sold to A&L during the first quarter of 2000.

Net cash  provided by investing  activities  increased to $12.7  million for the
first six months of 2000,  compared to net cash used in investing  activities of
$3.2  million for the  corresponding  period of 1999.  As discussed  above,  the
Company  received  $13.5  million  from  the  June  2000  sale of  BSSI,  and an
additional  $0.7  million from the first  quarter  sale of certain  construction
assets to A&L (see Note 2). The lower capital  expenditures in the first half of
2000 primarily  reflect a decrease in spending on computer  equipment within the
Engineering  divisions.  In  addition,  the  1999  capital  expenditures  amount
reflected nonrecurring leasehold improvement costs associated with new offices.

Net cash used in financing  activities  totaled $10.1 million for the first half
of 2000,  compared to cash provided by financing  activities of $0.4 million for
the first half of 1999. As discussed above, the Company repaid its borrowings to
Mellon  totaling  $10.1  million  during the first half of 2000,  versus  having
received net proceeds from long-term debt totaling $0.3 million during the first
half of 1999.

Working  capital  increased to $30.0 million at June 30, 2000 from $26.1 million
at December  31,  1999.  The  current  ratio was 1.44:1 at the end of the second
quarter of 2000,  compared to 1.31:1 at year-end 1999.  These  improvements  are
predominantly  the  result  of  the  wind-down  of  the  Company's  construction
divisions and the sale of its BSSI division.

The Company has a secured credit agreement,  which expires on May 31, 2001, with
Mellon.  This agreement  provides for a commitment of $25 million,  which covers
borrowings  and  letters of credit.  As of June 30,  2000,  no  borrowings  were
outstanding;  however,  letters of credit  totaling $2.2 million had been issued
under the  Agreement.  The Company is  currently  negotiating  revisions  to its
Agreement  with Mellon,  including  reducing the  commitment  to $20 million and
extending the expiration of the facility.  The commitment  reduction is expected
to  better  approximate  the  Company's  needs in the  near  term.  The  revised
agreement  is  expected  to be  finalized  during  the  third  quarter  of 2000.
Management  believes  that the credit  agreement  will be  adequate  to meet its
borrowing and letter of credit requirements for at least the next year.




Short- and long-term  liquidity is dependent upon appropriations of public funds
for infrastructure and other government-funded projects, capital spending levels
in the private sector,  and the demand for the Company's services in the oil and
gas  markets.  Additional  external  factors such as price  fluctuations  in the
energy  industry could affect the Company.  The current  federal  transportation
legislation   (TEA-21)  will  provide  significant   increases  in  funding  for
transportation  infrastructure projects during the remainder of 2000 and beyond.
At this time,  management  believes that its funds generated from operations and
its existing  credit  facility  will be  sufficient  to meet its  operating  and
capital expenditure requirements for at least the next year.

The  Company has  historically  been  required  to provide  bid and  performance
bonding on certain construction contracts,  and continues to have a $500 million
bonding line available through  Travelers  Casualty & Surety Company of America.
As a result of its 1999 restructuring, the Company will become increasingly less
reliant  on  its  bonding  line  during  the  remainder  of  2000.  Accordingly,
management believes that its bonding line will be sufficient to meet its bid and
performance needs for at least the next year.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        ----------------------------------------------------------

The  Company's  primary  interest  rate  risk  relates  to  its  long-term  debt
obligations.  As of June 30, 2000 and December  31, 1999,  the Company had total
long-term debt obligations,  including the current portion of those obligations,
totaling $4.9 million and $18.4 million,  respectively.  Of these amounts, fixed
rate  obligations  totaled $0.1  million and $2.7  million,  and  variable  rate
obligations  totaled  $4.8  million  and $15.7  million as of June 30,  2000 and
December 31, 1999, respectively.  The 2000 decrease in the fixed rate obligation
amount  relates  primarily  to the  March  2000  sale of  certain  assets of the
Company's Transportation-Construction segment to A&L, while the reduction in the
variable rate  obligations  reflects the second quarter  repayment of the Mellon
borrowings.  Assuming a 10% increase in interest rates on the Company's variable
rate  obligations  (i.e., an increase from the actual weighted  average interest
rate of  9.50% as of June 30,  2000,  to a  weighted  average  interest  rate of
10.45%),  annual interest expense would be approximately  $45,000 higher in 2000
based on the  outstanding  balance of variable rate  obligations  as of June 30,
2000. The Company has no interest rate swap or exchange agreements.

Less than 1% of the Company's total assets and total contract revenues as of and
for the periods  ended June 30,  2000 and 1999 were  denominated  in  currencies
other than the U.S. Dollar; accordingly, the Company has no material exposure to
foreign  currency  exchange risk.  This  materiality  assessment is based on the
assumption that the foreign currency exchange rates could change  unfavorably by
10%. The Company has no foreign currency exchange contracts.

Based on the nature of the  Company's  business,  it has no direct  exposure  to
commodity price risk.





                           PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
        -----------------

The Company has been named as a defendant or co-defendant  in legal  proceedings
wherein  substantial  damages are claimed.  Such proceedings are not uncommon to
the Company's business.  After  consultations with counsel,  management believes
that the Company has recognized  adequate provisions for probable and reasonably
estimable liabilities associated with these proceedings, and that their ultimate
resolutions  will  not  have a  material  adverse  effect  on  the  consolidated
financial position or annual results of operations of the Company.

With  reference to Item 3 of the Company's  1999 Annual Report on Form 10-K, the
Company had previously  reported  litigation  with  Universal  City  Development
Partners  ("UCDP").  On May 1, 2000,  the Company and UCDP settled  their claims
related to a contact  entered  into by the  Company's  subsidiary,  Baker Mellon
Stuart  Construction,  Inc.  ("BMSCI"),  for the  construction  of the  CityWalk
project at the  Universal  Studios  theme park in Orlando,  Florida.  This final
settlement does not involve participation by the project policy insurer but does
preserve the Company's rights against Hellmuth, Obata & Kassabaum, Inc. ("HOK"),
the company which designed the project;  the project policy  insurer;  and HOK's
other insurers.  The Company also remains  responsible for all subcontractor and
vendor  claims  arising  from the  project.  The most  material of these  claims
involves  a  suit  brought  by  ADF   International,   Inc.   ("ADF"),   BMSCI's
subcontractor for structural steel and miscellaneous metals.

On November 24, 1998, ADF filed suit in the Federal District Court in the Middle
District of Florida  against BMSCI and Travelers  Casualty and Surety Company of
America ("Travelers"), which provided performance and payment bonds on behalf of
BMSCI, seeking damages for alleged breaches of contract relating to the project.
BMSCI and Travelers  answered the complaint  (and amended  complaint)  and BMSCI
filed a counterclaim.  BMSCI and its counsel believe it has valid claims against
ADF and  defenses  to claims by ADF.  BMSCI  intends to pursue and defend  these
claims vigorously. BMSCI further intends to engage in negotiations to settle all
other subcontractor and vendor claims. The Company believes it has made adequate
provisions  for all  subcontractor  and vendor  claims,  including  ADF,  in its
consolidated financial statements as of and for the period ended June 30, 2000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

(a)     The Company's annual meeting of shareholders was held on May 24, 2000.

(b)     Each of management's nominees to the board of directors, as listed in
        Item 4(c) below, was elected.  There was no solicitation in opposition
        to management's nominees.





(c)     The only matter voted upon at the meeting was the election of the
        Company's directors to one-year terms or until their respective
        successors have been elected. The votes cast by holders of the Company's
        Common Stock and Series B Common Stock in approving the following
        directors were:



        NAME OF DIRECTOR            VOTES FOR         VOTES WITHHELD
        ----------------            ---------         --------------
                                                
        Robert N. Bontempo          17,051,488        1,577,379
        Nicholas P. Constantakis    17,098,903        1,529,964
        Thomas D. Larson            15,670,562        2,958,305
        John E. Murray, Jr.         15,893,974        2,734,893
        Richard L. Shaw             15,701,829        2,927,038

        The votes cast by holders of the Company's Common Stock in approving the
        following directors were:

        NAME OF DIRECTOR            VOTES FOR         VOTES WITHHELD
        ----------------            ---------         --------------

        William J. Copeland         5,680,277         608,950
        Roy V. Gavert, Jr.          5,684,042         605,185



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

(b)     REPORTS ON FORM 8-K

        During the quarter  ended June 30,  2000,  the Company  filed a Form 8-K
        dated June 15,  2000,  and  reported  in Item 2 its sale,  which  became
        effective on June 1, 2000, of a wholly-owned  subsidiary,  Baker Support
        Services,  Inc., to SKE  International  LLC. The  financial  information
        required by Item 7 and the Stock  Purchase  Agreement  by and among SKE,
        the Company,  and BSSI  (represented  as Exhibit 10.1) was also included
        with this filing.





                                   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 thereunto duly authorized.

MICHAEL BAKER CORPORATION

/s/ WILLIAM P. MOONEY                     Dated:  August 9, 2000
- ----------------------------------
William P. Mooney
Executive Vice President and
 Chief Financial Officer

/s/ CRAIG O. STUVER                       Dated:  August 9, 2000
- ----------------------------------
Craig O. Stuver
Senior Vice President, Corporate
 Controller and Treasurer
 (Principal Accounting Officer)