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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  Annual Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934
  For the fiscal year ended December 31, 2008
  Commission file number 1-6627
  MICHAEL BAKER
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Pennsylvania(State or other jurisdiction
    of incorporation or organization)

25-0927646(I.R.S. Employer
    Identification No.)Airside Business Park, 100 Airside Drive, Moon Township,
    PA(Address of principal
    executive offices)

15108(Zip Code)   Registrants telephone number, including area code:
    (412) 269-6300
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $1 per share

NYSE Alternext US   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  o þ o o
    Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Parts of Form 10-K into WhichDocument

Document is IncorporatedFinancial Section of Annual Report to Shareholders for the year
    ended December 31, 2008


I, IIProxy Statement to be distributed in connection with the 2009
    Annual Meeting of Shareholders


III




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##### 





MICHAEL BAKER
    CORPORATIONFORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
  TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


6Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


12Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


12PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


12Item 6.


Selected Financial Data


13Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


14Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


14Item 8.


Financial Statements and Supplementary Data


14Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


14Item 9A.


Controls and Procedures


14Item 9B.


Other Information


18PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


18Item 11.


Executive Compensation


18Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


18Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


19Item 14.


Principal Accountant Fees and Services


19PART IVItem 15.


Exhibits and Financial Statement Schedules


19EX-10.1EX-10.7(A)EX-10.9EX-31.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-99.1    Note with
    respect to Forward-Looking
    Statements:
  Form 10-K, Form 10-K; and/or and/or




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PART I  Item 1.
    Business.  General
  Form 10-K,
  Form 10-K.
  Engineering News Record th th th th th nd th th th th th
  Strategy
    Growth
    Profitability
 -1-




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Innovation
  Business
    Segments
  Form 10-K.
    Engineering
      Energy
     -2-




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Domestic and
    Foreign Operations
  U.S.-based
  Contract
    Backlog
  As of December 31,(In millions)

2008


2007EngineeringFunded

$
449.5


$
425.6Unfunded


534.7



696.6Total Engineering


984.2



1,122.2Energy


233.4



191.7Total

$
1,217.6


$
1,313.9   Engineering
  and/or
   -3-




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##### Table of Contents



Energy
  ninety-day thirty-day
    Significant
    Customers
    Competitive
    Conditions
       -4-




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Seasonality
    Personnel
    Executive
    Officers
    Bradley L. Mallory
  Craig O. Stuver
  H. James McKnight
  Joseph R. Beck
  David G. Greenwood
 -5-




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David G. Higie
  James R. Johnson
  James M. Kempton
  G. John Kurgan
  John D. Whiteford
  Edward L. Wiley
    Available
    Information
  www.mbakercorp.com Form 10-K, Form 10-Q, Form 8-K, www.sec.gov Form 10-K
  Item 1A.
    Risk
    Factors.  and/or Form 10-K
  Changes and
    fluctuations in the government spending priorities could
    materially affect our
    future revenue and growth prospects.
   -6-




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year-by-year
  Unpredictable
    economic cycles or uncertain demand for our engineering
    capabilities and related services could cause our revenues to
    fluctuate or contribute to delays or the inability of customers
    to pay our fees.
      Our ability to
    recruit, train, and retain professional personnel of the highest
    quality is a competitive advantage. Our future inability to do
    so would adversely affect our competitiveness.
    If we are
    unable to accurately estimate and control our contract costs,
    then we may incur losses on our contracts, which could decrease
    our operating margins and significantly reduce or eliminate our
    profits.
  time-and-materials
 -7-




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Due to the
    nature of the work we perform to complete engineering and energy
    contracts, we are subject to potential liability claims and
    contract disputes.
      If we miss a
    required performance standard, fail to timely complete, or
    otherwise fail to adequately perform on a project, then we may
    incur a loss on that project, which may reduce or eliminate our
    overall profitability.
  agreed-upon
  We are subject
    to procurement laws and regulations associated with our
    government contracts. If we do not comply with these laws and
    regulations, we may be prohibited from completing our existing
    government contracts or suspended from government contracting
    and subcontracting for some period of time.
     -8-




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We are subject
    to routine U.S. federal, state and local government audits
    related to our government contracts. If audit findings are
    unfavorable, we could experience a reduction in our
    profitability.
      Our inability
    to continue to win or renew government contracts could result in
    material reductions in our revenues and profits.
      Our
    involvement in partnerships, joint ventures, and use of
    subcontractors exposes us to additional legal and market
    reputation damages.
      We are engaged
    in highly competitive markets that pose challenges to continued
    revenue growth.
    Our
    international business operations are subject to unique risks
    and challenges that create increased uncertainty in these
    markets.
   -9-




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Our goodwill
    or other intangible assets could become impaired and result in a
    material reduction in our profits.
    We use
    percentage-of-completion accounting methods for many
    of our projects. This method may result in volatility in stated
    revenues and profits.
    Our government
    contracts may give the government the right to modify, delay,
    curtail or terminate our contracts at their convenience at any
    time prior to their completion. Therefore, our backlog is
    subject to unexpected adjustments, delays and
    cancellations.
    We are not
    insured for a significant portion of our claims exposure, which
    could materially and adversely affect our operating income and
    profitability.
   -10-




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Foreign
    governmental regulations could adversely affect our
    business.
      Our inability
    to achieve the Credit Agreements financial covenants,
    after a cure period, amend/replace the commitment beyond 2011 or
    the inability of one or more financial institutions in the
    consortium to meet its commitment under our Credit Agreement
    could impact our liquidity for working capital needs or our
    growth strategy.
  and/or
  A part of our
    business strategy is to grow the Engineering business through
    acquisitions. This strategy of growth through acquisitions may
    subject us to certain risks and uncertainties.
  and/or
  Item 1B.
    Unresolved
    Staff Comments.   -11-




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Item 2.
    Properties.      Item 3.
    Legal
    Proceedings.    Class Action Complaints.
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
  Form 10-K.
  Holders
    Dividends
   -12-




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Sales of
    Unregistered Securities
    Purchases of
    Equity Securities
    Performance
    Graph
    COMPARISON OF 5
    YEAR CUMULATIVE TOTAL RETURN*
    
  Item 6.
    Selected
    Financial Data.  Form 10-K.
 -13-




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.        Item 8.
    Financial
    Statements and Supplementary Data.  Form 10-K.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Conclusions
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
 -14-




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Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
          Internal
    Control  Integrated Framework
    Changes in
    Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  Status of
    Remediation of Prior Year Material Weaknesses
  Form 10-K.
  (1)
    We improved our manual journal entry process within our Energy
    segment by requiring representatives from Finance and Project
    Accounting to review manual revenue-related journal entries,
    thus further segregating the review and approval functions;
    updating and then re-communicating our revised policies and
    procedures; and training personnel on manual revenue-related
    journal entry requirements (began in the first quarter of 2008).
    In the second half of 2008, management implemented procedures to
    monitor, evaluate and validate the operating effectiveness of
    the enhanced controls.(2)
    We enhanced our reviews of project profitability and unbilled
    revenue realizability on all Energy segment domestic onshore
    managed services projects by improving and then re-communicating -15-




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our policies and procedures. Improvements included, but were not
    limited to, standardizing the processes for gathering, reporting
    and reviewing project financials; requiring the appropriate
    operations and financial personnel review of this financial
    information; and requiring documentation and distribution of the
    project profitability analyses to Corporate Finance (began in
    the first quarter of 2008). In addition, in the first quarter of
    2008, we conducted training on revenue recognition requirements.
    In the second half of 2008, management implemented procedures to
    monitor, evaluate and validate the operating effectiveness of
    the enhanced controls.  (3)
    We re-emphasized to our Energy segment senior management the
    need to focus on effective operations and financial personnel
    collaboration as a means of mitigating significant risks and
    strengthening our control environment. In this regard, we have
    stressed the importance of operations and financial personnel
    collaborating and interacting during the monthly accounting
    close and financial reporting processes (began in the first
    quarter of 2008). Throughout 2008, operating and financial
    management collaborated and interacted more closely during our
    monthly accounting close and financial reporting processes.(4)
    We continue to review staff competencies within our Energy
    segment and have used the results of that review in our overall
    financial statement risk assessment process. This process
    included an assessment of the knowledge and experience of
    management and supervisory personnel within the Energy
    segments Finance Department (began in the second quarter
    of 2008). During the third quarter and into the fourth quarter
    of 2008, reviews of staff competencies were performed within the
    Energy segments Finance Department and actions were taken
    to mitigate identified risks.(5)
    We made personnel changes that strengthen the control
    environment within the Energy segments Finance Department.
    Specifically, we hired a Vice President, Controller and Chief
    Accounting Officer and a Project Accountant for the Energy
    Segment, and terminated the Energy segments CFO and
    Manager of Project Accounting in the second quarter of 2008.
    With assistance from the new Vice President, Controller and
    Chief Accounting Officer, we hired a new Manager of Project
    Accounting, a new Manager of Financial Reporting and focused on
    additional personnel decisions throughout the second half of
    2008 in order to strengthen the control environment and mitigate
    risks identified with the competencies assessment.   -16-




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of
    Directors and Shareholders of
    Michael Baker Corporation
  Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    /s/
    Deloitte & Touche LLP
    Pittsburgh, Pennsylvania
    March 9, 2009
 -17-




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Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Regulation S-K Form 10-K
  Code of Ethics
    for Senior Officers
  http://www.mbakercorp.com
  http://www.mbakercorp.com
  Item 11.
    Executive
    Compensation.  Regulation S-K
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Regulation S-K
  Equity
    Compensation Plan Information
    (c)Number of Securities(a)


(b)


Remaining Available forNumber of Securities to


Weighted-Average


Future Issuance Underbe Issued upon Exercise


Exercise Price of


Equity Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column (a))Equity compensation plans approved by shareholders


128,463


$
18.48



173,500Equity compensation plans not approved by shareholders










Total


128,463


$
18.48



173,500  -18-




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Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Regulation S-K
  Item 14.
    Principal
    Accountant Fees and Services.   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)(1) The following financial statements are incorporated in
    Item 8 of Part II of this Report by reference to the
    consolidated financial statements within Exhibit 13.1 to
    this
    Form 10-K:
  Consolidated Statements of Income for each of the
    three years in the period ended December 31, 2008


20Consolidated Balance Sheets as of
    December 31, 2008 and 2007


21Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2008


22Consolidated Statements of Shareholders
    Investment for each of the three years in the period ended
    December 31, 2008


23Notes to Consolidated Financial Statements


24Managements Report to Shareholders on Its
    Responsibility for Financial Statements


47Report of Independent Registered Public
    Accounting Firm (Deloitte & Touche LLP)


48   (a)(2) Financial statement schedule for the year ended
    December 31, 2008:
  Schedule II 
    Valuation and Qualifying Accounts
  (In thousands)




Additions Charged toBeginning





Other





EndingDescription

Balance


Expense


Accounts


Deductions


BalanceFor the year ended December 31, 2008:Income tax valuation allowance

$
6,245


$



$



$
(1,160
)(1)

$
5,085Nigerian prepaid tax allowance


1,799



152
(2)






(282
)(3)


1,669Allowance for doubtful accounts


1,463



3,436







(2,134
)(4)


2,765For the year ended December 31, 2007:Income tax valuation allowance

$
7,792


$



$



$
(1,547
)(1)

$
6,245Nigerian prepaid tax allowance


2,173



505
(2)






(879
)(3)


1,799Allowance for doubtful accounts


767



1,272







(576
)(4)


1,463For the year ended December 31, 2006:Income tax valuation allowance

$
6,150


$
1,642
(5)

$



$



$
7,792Nigerian prepaid tax allowance


1,560



1,006
(2)






(393
)(3)


2,173Allowance for doubtful accounts


746



110







(89
)(4)


767  -19-




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(1)

    
    Relates to a reduction in federal, state, and foreign net
    operating losses and related valuation allowances.(2)

    
    Relates to the inability to realize Nigerian prepaid income tax
    assets.(3)

    
    The deduction amount primarily reflects recoveries of prepaid
    tax amounts previously expensed.(4)

    
    The deduction amount primarily reflects accounts receivable
    balances written off during the year as well as recoveries of
    allowances previously expensed.(5)

    
    Primarily relates to valuation of federal, state, and foreign
    net operating losses.  Form 10-K).
    (a)(3)The following exhibits are included herewith as a part
    of this Report:
  Exhibit No.

Description3
.1

Articles of Incorporation, as amended, filed as Exhibit 3.1
    to our Annual Report on
    Form 10-K
    for the year ended December 31, 1993, and incorporated
    herein by reference.3
.2

By-laws, as amended, filed as Exhibit 3.1 to our Report on
    Form 8-K
    dated November 28, 2007, and incorporated herein by
    reference.4
.1

Rights Agreement dated November 16, 1999, between us and
    American Stock Transfer and Trust Company, as Rights Agent,
    filed as Exhibit 4.1 to our Report on
    Form 8-K
    dated November 16, 1999, and incorporated herein by
    reference.10
.1

2008 Incentive Compensation Plan (attachments excluded), filed
    herewith.*10
.2

Consulting Agreement dated April 25, 2001, by and between
    us and Richard L. Shaw, filed as Exhibit 10.2(c) to our
    Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2001, and incorporated herein
    by reference.*10
.2(a)

First Amendment to Consulting Agreement effective April 26,
    2003, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2(a) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2003, and incorporated
    herein by reference.*10
.2(b)

Second Amendment to Consulting Agreement effective
    April 26, 2005, by and between us and Richard L. Shaw,
    filed as Exhibit 10.2(a) to our Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2005, and incorporated herein
    by reference.*10
.2(c)

Third Amendment to Consulting Agreement effective April 26,
    2006, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2(c) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, and incorporated
    herein by reference.*10
.2(d)

Fourth Amendment to Consulting Agreement effective
    April 26, 2007, by and between us and Richard L. Shaw,
    filed as Exhibit 10.2(d) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2006, and incorporated
    herein by reference.*10
.2(e)

Fifth Amendment to Consulting Agreement effective April 26,
    2008, by and between us and Richard L. Shaw, filed as
    Exhibit 10.2(e) to our Annual Report on
    Form 10-K
    for the year ended December 31, 2007, and incorporated
    herein by reference.*10
.3

First Amended and Restated Loan Agreement dated
    September 17, 2004, by and between us and Citizens Bank of
    Pennsylvania, PNC Bank, National Association and Fifth Third
    Bank, filed as Exhibit 10.4(a) to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2004, and incorporated
    herein by reference. -20-




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Exhibit No.

Description10
.3(a)

First Amendment to the First Amended and Restated Loan Agreement
    dated September 1, 2007, by and between us and Citizens
    Bank of Pennsylvania, PNC Bank, National Association and Fifth
    Third Bank, filed as Exhibit 10.1 to our Quarterly Report
    on
    Form 10-Q
    for the period ended September 30, 2007, and incorporated
    herein by reference.10
.4

1995 Stock Incentive Plan amended effective April 23, 1998,
    filed as Exhibit 10.4 to our Annual Report on
    Form 10-K
    for the year ended December 31, 1998, and incorporated
    herein by reference.*10
.5

1996 Nonemployee Directors Stock Incentive Plan, filed as
    Exhibit A to our definitive Proxy Statement with respect to
    our 1996 Annual Meeting of Shareholders, and incorporated herein
    by reference.*10
.6

Office Sublease Agreement dated August 6, 2001, by and
    between us and Airside Business Park, L.P., filed as
    Exhibit 10.7 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2002 (exhibits omitted),
    and incorporated herein by reference.10
.6(a)

Third Amendment to Office Sublease Agreement dated
    February 19, 2003, by and between us and Airside Business
    Park, L.P., filed as Exhibit 10.7(a) to our Annual Report
    on
    Form 10-K
    for the year ended December 31, 2002, and incorporated
    herein by reference.10
.7

Retention Agreement between us and John D. Whiteford, dated
    June 12, 2007, filed as Exhibit 10.1 to our Quarterly
    Report on
    Form 10-Q
    for the period ended June 30, 2007, and incorporated herein
    by reference.10
.7(a)

First Amendment to the Retention Agreement between us and John
    D. Whiteford, dated December 17, 2008, filed herewith.*10
.8

Employment Agreement between us and Bradley L. Mallory, dated
    June 17, 2008, filed as Exhibit 10.1 to our Report on
    Form 8-K
    dated June 17, 2008, and incorporated herein by reference.10
.9

Retention Agreement between us and Craig O. Stuver, dated
    September 18, 2008, filed herewith.*13
.1

Selected Financial Data, Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    Consolidated Financial Statements as of December 31, 2008
    and 2007 and for each of the three years in the period ended
    December 31, 2008, Report of Independent Registered Public
    Accounting Firm (Deloitte & Touche LLP), and
    Supplemental Financial Information, filed herewith and to be
    included as the Financial Section of the Annual Report to
    Shareholders for the year ended December 31, 2008.21
.1

Subsidiaries, filed herewith.23
.1

Consent of Independent Registered Public Accounting Firm
    (Deloitte & Touche LLP), filed herewith.31
.1

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(a),
    filed herewith.31
.2

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a),
    filed herewith.32
.1

Certifications pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002, filed herewith.99
.1

Report of Independent Registered Public Accounting Firm
    (Deloitte & Touche LLP) on financial statement
    schedule for the years ended December 31, 2008, 2007 and
    2006, filed herewith.     *
    
    Management contract or compensatory plan. -21-




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##### Table of Contents



SIGNATURES
    MICHAEL BAKER CORPORATIONDated: March 10, 2009

By:

/s/  Bradley
    L.
    MalloryBradley
    L. MalloryPresident, Chief ExecutiveOfficer and Director     Signature

Title/s/  Bradley
    L. MalloryBradley
    L. Mallory

President, Chief Executive Officer and Director
    (Principal Executive Officer)/s/  Craig
    O. StuverCraig
    O. Stuver

Senior Vice President, Acting Chief Financial Officer and
    Treasurer (Principal Financial Officer)/s/  James
    M. KemptonJames
    M. Kempton

Vice President and Corporate Controller
    (Principal Accounting Officer)/s/  Richard
    L. ShawRichard
    L. Shaw

Chairman of the Board/s/  Robert
    N. BontempoRobert
    N. Bontempo

Director/s/  Nicholas
    P. ConstantakisNicholas
    P. Constantakis

Director/s/  Robert
    H. FoglesongRobert
    H. Foglesong

Director/s/  Mark
    E. KaplanMark
    E. Kaplan

Director/s/  John
    E. Murray, Jr.John
    E. Murray, Jr.

Director/s/  Pamela
    S. PiercePamela
    S. Pierce

Director/s/  David
    N. Wormley
    David N. Wormley

Director  -22-