Exhibit 99.3
 
                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors
of Michael Baker Corporation:

We have audited the accompanying consolidated statements of income, 
shareholders' investment and cash flows of Michael Baker Corporation (a
Pennsylvania corporation) and subsidiaries for the year ended December 31,
1993.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.  We did not audit the
financial statements of Mellon Stuart Construction, Inc. for the year ended
December 31, 1993.  Those statements reflect total revenues which are 39% of 
the consolidated total for the year ended December 31, 1993.  Those statements
were audited by another major international accounting firm whose report has
been furnished to us and our opinion insofar as it relates to the amounts 
included for Mellon Stuart Construction, Inc., is based solely on the report
of the other auditors.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit and the report of other
auditors provide a reasonable basis for our opinion.

In our opinion, based upon our audit and the report of other auditors, the 
consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Michael Baker
Corporation and its subsidiaries for the year ended December 31, 1993, in 
conformity with generally accepted accounting principles.

As discussed in Note 9 to the consolidated financial statements, effective 
January 4, 1993, the Company changed its method of accounting for income taxes.

Our audit was made for the purpose of forming an opinion on the basic 
statements taken as a whole.  The schedule listed in Item 14(a)(2) is the 
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements.  This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.

                                   /s/ Arthur Andersen LLP
                                   ------------------------  
                                   ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
 February 14, 1994