SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, 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, 1999

                          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)

       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 REGISTERED
      --------------                   -----------------------------------------
COMMON STOCK, PAR VALUE $1 PER SHARE            AMERICAN STOCK EXCHANGE

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
            ------

The  Registrant  estimates  that as of February 29, 2000,  the aggregate  market
value of shares of the Registrant's  Common Stock and Series B Common Stock held
by non-affiliates  (excluding for purposes of this calculation  only,  2,364,783
shares of Common  Stock and  1,223,475  shares of Series B Common  Stock held of
record or beneficially by the executive officers and directors of the Registrant
as a group and the Registrant's Employee Stock Ownership Plan) of the Registrant
was  $27,643,362 for the Common Stock and $542,338 for the Series B Common Stock
(calculated  for the Series B Common  Stock on the basis of the shares of Common
Stock into which Series B Common Stock is convertible).

<PAGE>

As of February 29, 2000, the Registrant had outstanding  6,877,985 shares of its
Common Stock and 1,312,020 shares of its Series B Common Stock.




                       DOCUMENTS INCORPORATED BY REFERENCE

                                                   Parts of Form 10-K into which
                    Document                         Document is Incorporated
--------------------------------------------------------------------------------
Financial Section of Annual Report to Shareholders
  for the year ended December 31, 1999                       I, II
Proxy Statement to be distributed in connection with
  the 2000 Annual Meeting of Shareholders                    III


<PAGE>



































NOTE WITH RESPECT TO FORWARD LOOKING STATEMENTS:

This Annual Report on Form 10-K, and in particular the "Management's  Discussion
and  Analysis  of  Financial  Condition  and Results of  Operations"  section of
Exhibit 13.1 hereto,  which is incorporated by reference into Item 7 of Part II,
contains forward looking statements concerning future operations and performance
of the Registrant.  Forward looking statements are subject to market,  operating
and economic  risks and  uncertainties  that may cause the  Registrant'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.


<PAGE>

                                     PART I

ITEM 1.  BUSINESS
         ---------

Michael Baker Corporation  ("Baker" or "the Registrant") was founded in 1940 and
organized as a Pennsylvania  corporation in 1946.  Today,  through its operating
subsidiaries  and joint  ventures,  Baker provides  engineering,  management and
operations services worldwide.

The  Registrant is organized  into the following  five  market-focused  business
units:  Buildings,  Civil, Energy,  Environmental and Transportation.  Under the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information," the Registrant's seven reportable  segments include the Buildings,
Energy and Environmental units, plus the Engineering and Baker Support Services,
Inc.  ("BSSI")  divisions of the Civil unit and the Engineering and Construction
(heavy and highway) divisions of the Transportation unit.

Information  regarding  the amounts of  revenues,  income  before  taxes,  total
assets,   capital  expenditures,   and  depreciation  and  amortization  expense
attributable to the Registrant's  reportable  segments is contained in Note 5 to
the consolidated financial statements, which are included within Exhibit 13.1 to
this Form 10-K. Such information is incorporated herein by reference.

According to the annual  listings  published in 1999 by ENGINEERING  NEWS RECORD
magazine,  Baker ranked 42nd among U.S.  design  firms,  16th among water design
firms, 18th among transportation  design firms, 132nd among international design
firms, 77th among global design firms, 71st among environmental  firms, and 65th
among  construction  management-for-fee  firms.  Baker also  ranked  191st among
government  contractors  according to a listing  published in 1999 by GOVERNMENT
EXECUTIVE magazine. These rankings were based on 1998 revenues.

BUSINESS UNITS
--------------

BUILDINGS.   Through  March  1999,   the  Buildings  unit  comprised  a  general
construction, construction management and design-build division and a facilities
planning  and  design  division,   that  together  or  separately   pursued  the
design-build  market.  This unit offered a variety of services including design-
build,   construction   management,   planning,   program  management,   general
contracting,  architectural and interior design,  construction  inspection,  and
constructability  reviews.  The  Buildings  unit has  completed  a wide range of
projects, such as corporate headquarters, data centers, correctional facilities,
educational facilities, airports and entertainment facilities.

Effective in April 1999,  following a  significant  1998 loss on a  construction
project in the Buildings unit, this unit was restructured  such that all bidding
activity associated with its general  construction  operations was discontinued.
The  Registrant's  Buildings unit remained  responsible for only one significant
general  construction  project at December 31, 1999. This project is expected to
be completed during the second quarter of 2000.

<PAGE>

Baker   has   placed   increased    emphasis   on   growing   its   construction
management-for-fee  business, and will partner with contractors to pursue larger
design-build  contracts in the buildings  market.  The  facilities  planning and
design  division of the Buildings  unit  continues to operate as it did prior to
the restructuring.

CIVIL. As previously stated, the Civil unit includes two divisions,  Engineering
and  BSSI.  This  unit has  combined  Baker's  military  infrastructure  work in
planning and operations and maintenance ("O&M") to improve its ability to market
to, and serve, the U.S.  Department of Defense,  a significant Baker client. The
Engineering  division  provides  services  which  include  surveying,   mapping,
geographic information systems,  planning,  design,  construction management and
total program management. The BSSI division principally provides O&M services on
U.S.   military  bases.   The  Civil  unit  serves  clients  in  the  fields  of
telecommunications,  water resources, pipelines, emergency management, resources
management, water/wastewater systems and facilities O&M.

ENERGY.  The Energy unit  specializes  in  providing  a full range of  technical
services for operating energy production  facilities.  The unit's  comprehensive
services consist of training, personnel recruitment, pre-operations engineering,
field operations and maintenance, mechanical equipment maintenance and logistics
management.  The Energy unit serves both major and smaller  independent  oil and
gas producing companies, as well as domestic regulated utilities and independent
power  producers.  This unit  operates in over a dozen foreign  countries,  with
major projects in the U.S., Venezuela, Thailand and Nigeria. A risk attendant to
the international  operations of this unit is further described in Note 4 to the
consolidated  financial  statements,  which are included  within Exhibit 13.1 to
this Form 10-K. Such information is incorporated herein by reference.

ENVIRONMENTAL. The Environmental unit provides environmental, health, and safety
related  engineering  and  consulting  services  in both the public and  private
markets.  This unit provides services which include site restoration,  strategic
regulatory analysis, compliance, and advanced management systems. Clients of the
Environmental  unit include commercial  entities,  Fortune 100 companies and the
Department  of Defense,  including the U.S. Army Corps of Engineers and the U.S.
Navy. Under the Navy's Comprehensive Long-term Environmental Action Navy (CLEAN)
program, this unit has been providing  environmental support services throughout
the mid-Atlantic states, the Caribbean and Europe since 1991.

TRANSPORTATION.  Through its two divisions,  Engineering and  Construction,  the
Transportation  unit provided  planning,  design,  construction  and  operations
support services to governmental  transportation  agencies throughout the nation
in 1999. Within the Engineering division, Baker serves the professional services
segment of the market providing planning,  design,  construction  management and
inspection,  and management consulting services to municipal,  state and federal
highway, toll road and transit agencies. This division is consistently among the
twenty largest  providers of such services and enjoys a national  reputation for
its work in developing highways,  bridges,  airports,  busways and other transit
facilities.  The  Construction  division  has  historically  acted as a  general
contractor for highways,  bridges,  track  installation,  sewer, water and other
heavy civil construction  projects. The primary customers for this division have
been the same as the Engineering division,  but more geographically  centered in
Pennsylvania, Illinois, New York and Florida.

At the time of the previously  mentioned  restructuring of the Buildings unit in
April  1999,  the   Registrant   also  announced  that  its  heavy  and  highway
construction  business  would be sold.  In March  2000,  certain  assets of this
business, including substantially all fixed assets and the remaining contractual

<PAGE>

rights and obligations associated with eight active construction projects,  were
sold to A&L,  Inc.  ("A&L").  As a result of the sale,  the  Registrant  remains
responsible for only four significant heavy and highway  construction  projects,
all of which are  scheduled  for  completion  by the end of the third quarter of
2000. These remaining projects are being managed for the Registrant by A&L.

The Transportation-Engineering  division continues to operate as it has in prior
years and  expects to  continue to benefit  from the U.S.  government's  federal
transportation (TEA-21) legislation signed during 1998. This division intends to
partner with other contractors to pursue selected design-build contracts,  which
are  becoming  a growing  project  delivery  method  within  the  transportation
marketplace.

DOMESTIC AND FOREIGN OPERATIONS
-------------------------------

For the years ended December 31, 1999, 1998 and 1997, approximately 90%, 91% and
90% of the Registrant's total contract revenues, respectively, were derived from
work performed within the United States. Further financial information regarding
the Registrant's  domestic and foreign operations is contained in Notes 5 and 12
to the consolidated financial statements, which are included within Exhibit 13.1
to this Form 10-K. Such information is incorporated herein by reference.  Of the
Registrant's   domestic  revenues,   the  majority  comprises   engineering  and
construction work performed in the Northeast region of the U.S. The Registrant's
international revenues are derived primarily from its Energy unit.

FUNDED AND UNFUNDED BACKLOG
---------------------------

The  Registrant's  funded  backlog,  which comprises that portion of uncompleted
work  represented  by signed  contracts and for which the  procuring  agency has
appropriated  and allocated  the funds to pay for the work,  was $365 million at
December 31, 1999 and $448 million at December 31, 1998.  Total  backlog,  which
incrementally  includes  that  portion of contract  value for which  options are
still to be exercised (unfunded backlog),  was $657 million at December 31, 1999
and $735 million at December 31, 1998. With reference to the  Registrant's  1999
restructuring,  funded backlog  related to the businesses that will be continued
by the Registrant was $316 million and $300 million,  and total backlog was $608
million and $587 million, as of year-end 1999 and 1998, respectively.

There is not necessarily a direct correlation  between the Registrant's  backlog
amounts  and its annual  total  contract  revenues.  Further,  the  Registrant's
backlog  amounts do not  represent a guarantee of future  revenues or results of
operations.  In the case of multi-year  contracts,  total contract  revenues are
spread over several years and  correspond  to the timing of the contract  rather
than the Registrant's fiscal year. Many multi-year contracts,  particularly with
agencies of the U.S.  government,  provide for optional  renewals on the part of
the customer. The Registrant's  experience has been that these optional contract
renewals, which are included in unfunded backlog, have generally been exercised.
Funded backlog  generally is highest during the last quarter of the Registrant's
fiscal  year  because  that  corresponds  to  the  first  quarter  of  the  U.S.
government's fiscal year, which is when many government contract renewals occur.

<PAGE>

SIGNIFICANT CUSTOMERS
---------------------

Contracts with various  branches of the U.S.  government  accounted for 21%, 27%
and 24% of the Registrant's total contract revenues for the years ended December
31, 1999, 1998 and 1997, respectively. No individual contract accounted for more
than 10% of the Registrant's  total contract revenues in 1999 or 1997;  however,
several contracts with the Pennsylvania  Department of  Transportation  provided
11% of the Company's total contract  revenues for 1999. An individual  Buildings
unit  construction  contract with Universal City Development  Partners  ("UCDP")
accounted for 12% of the  Registrant's  total contract  revenues in 1998,  which
contract  was  terminated  resulting  in  litigation.   A  description  of  this
litigation is described in Item 3, and further financial  information  regarding
this contract is contained in Note 2 to the consolidated  financial  statements,
which are included  within Exhibit 13.1 to this Form 10-K.  Such  information is
incorporated herein by reference.

COMPETITIVE CONDITIONS
----------------------

The  Registrant's  business is highly  competitive with respect to all principal
services it offers.  Baker competes with numerous firms that provide some or all
of the services  provided by the Registrant.  The competitive  conditions in the
Registrant's  businesses  relate to the nature of the contracts  being  pursued.
Public-sector  contracts,  consisting mostly of contracts with federal and state
governmental  entities,  are generally  awarded  through a competitive  process,
subject to the contractors'  qualifications  and experience.  The Baker business
units employ extensive cost estimating,  scheduling and other techniques for the
preparation  of  these  competitive  bids.  Private-sector  contractors  compete
primarily on the bases of  qualifications,  quality of performance  and price of
services. Most private and public-sector contracts for professional services are
awarded on a negotiated basis.

The  Registrant  believes  that the  principal  competitive  factors (in various
orders of importance) in the areas of services it offers are quality of service,
reputation,   experience,   technical  proficiency  and  cost  of  service.  The
Registrant  believes  that it is  well  positioned  to  compete  effectively  by
emphasizing the quality of services it offers and its widely known reputation in
providing engineering, management and operations services.

SEASONALITY
-----------

Based upon the Registrant's  experience,  total contract revenues and net income
from  construction-related  services,  and to a lesser  extent  its  engineering
services,  have  historically  been  lower  for the first  quarter  than for the
remaining quarters due to winter weather  conditions,  particularly for projects
in the Northeast and Midwest regions of the United States. Going forward,  given
the  discontinuance  of all  general  construction  operations,  seasonality  is
expected  to have less of an impact on the  Registrant's  quarterly  results  of
operations.

<PAGE>

PERSONNEL
---------

At December 31, 1999, the Registrant had approximately  3,954 employees,  broken
down by business unit as follows:

           Buildings unit-138                     Environmental unit-156
           Civil unit-1,532                       Transportation unit-1,079
           Energy unit-1,022                      Corporate staff-27

The  Registrant's  employees  are not  represented  by  labor  unions,  with the
exception  of  its  construction   personnel  which  are  generally  covered  by
collective  bargaining  agreements,  as are certain BSSI  employees in the Civil
unit. During 2000, two BSSI collective  bargaining  agreements are scheduled for
renegotiation, but no significant issues are expected. Currently, the Registrant
considers its relationships with labor unions to be good.

ITEM 2.  PROPERTIES
         ----------

The principal  offices of the Registrant are located at the Airport Office Park,
410 and 420 Rouser Road, Coraopolis,  Pennsylvania 15108, at which approximately
167,000 square feet of office space is leased for use by the Registrant's Civil,
Buildings,  Environmental and  Transportation  units and, to a lesser extent, by
its Corporate  staff.  The Registrant  owns a 75,000 square foot office building
located in Beaver County, Pennsylvania, which is situated on a 175 acre site and
utilized  by the  Registrant's  Civil and  Buildings  units.  The Beaver  County
building  and  property  are  currently  for sale,  and are not  subject  to any
encumbrances. Upon any such sale, the Registrant would expect to either continue
leasing this building from the new owner or relocate the affected employees.

The  Registrant  leases an aggregate  of  approximately  476,000  square feet of
office-related floor space, including its principal offices. The space leased by
business unit is as follows:

The Buildings unit leases approximately 64,000 square feet in:
           Alexandria, Virginia                   Coraopolis, Pennsylvania
           Annapolis, Maryland                    Rocky Hill, Connecticut
           Chicago, Illinois

The Civil unit leases approximately 130,000 square feet in:
           Alexandria, Virginia                   Frederick, Maryland
           Anchorage, Alaska                      Jackson, Mississippi
           Annapolis, Maryland                    Mexico City, Mexico
           Coraopolis, Pennsylvania               Phoenix, Arizona
           Dallas, Texas                          Rocky Hill, Connecticut
           Elmsford, New York                     Virginia Beach, Virginia
           Fairbanks, Alaska

The Energy unit leases approximately 38,000 square feet in:
           Abu Dhabi, United Arab Emirates        Lafayette, Louisiana
           Houston, Texas                         Middlesex, United Kingdom


<PAGE>

The Environmental unit leases approximately 46,000 square feet in:
           Annapolis, Maryland                    Merrillville, Indiana
           Coraopolis, Pennsylvania               Princeton, New Jersey

The Transportation unit leases approximately 182,000 square feet in:
           Alexandria, Virginia                   Harrisburg, Pennsylvania
           Annapolis, Maryland                    Horsham, Pennsylvania
           Birmingham, Alabama                    Philadelphia, Pennsylvania
           Brooklyn, New York                     Phoenix, Arizona
           Chicago, Illinois                      Princeton, New Jersey
           Cleveland, Ohio                        Richmond, Virginia
           Columbus, Ohio                         Rocky Hill, Connecticut
           Coraopolis, Pennsylvania               Salt Lake City, UT
           Cross Lanes, West Virginia             Shreveport, Louisiana
           Elmsford, New York                     Tampa, Florida
           Gibsonia, Pennsylvania                 Virginia Beach, Virginia
           Greensboro, North Carolina             White Hall, Arkansas

The Registrant also leases  approximately  16,000 square feet of space in Beaver
and Coraopolis, Pennsylvania, for use by its Corporate staff.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

The  Registrant  has  been  named  as  a  defendant  or  co-defendant  in  legal
proceedings wherein  substantial  damages are claimed.  Such proceedings are not
uncommon  to  the  Registrant's  business.  After  consultations  with  counsel,
management  believes that the Registrant 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
Registrant.

The Registrant currently is a party to two material legal proceedings.  The more
significant  proceeding  relates  to a  contract  for  the  construction  of the
CityWalk  project  at the  Universal  Studios  theme park in  Orlando,  Florida,
between  Baker  Mellon  Stuart  Construction,  Inc.  ("BMSCI"),  a  wholly-owned
subsidiary  of the  Registrant,  and UCDP.  Under the contract,  BMSCI  provided
project-related  construction services to UCDP. During BMSCI's performance under
the contract,  which began in 1997, the project  suffered delays and performance
issues arose.

On March 5, 1999, UCDP terminated BMSCI's right to proceed with the project work
by alleging  default.  UCDP has also  notified  BMSCI of UCDP claims for damages
resulting  from the alleged  default,  including the cost to complete or correct
the work,  additional  maintenance or operation costs, and alleged lost revenues
or other damages.  UCDP simultaneously  filed a lawsuit against BMSCI for breach
of  contract  in the Federal  District  Court in the Middle  District of Florida
("Federal  Court").  On October 26, 1999, the Court granted UCDP's Motion to add
the Company and its bonding  company as additional  defendants.  The Company was
not a party to the  contract  underlying  the lawsuit and  contends it cannot be
held  liable  for any  conduct  of the  subsidiary.  BMSCI and the  Company  are
vigorously  defending  this  action.  On March 8,  1999,  BMSCI  filed a lawsuit
against  UCDP in the  Circuit  Court for the Ninth  Judicial  Circuit in and for
Orange County,  Florida  ("State Court")  alleging breach of contract,  wrongful
termination  and other  counts and seeking  damages,  interest,  court costs and
other relief,  including  potential  counterclaims.  This action was voluntarily
dismissed on July 6, 1999,  and BMSCI pursued its claims  against UCDP by way of
counterclaims  filed in UCDP's  Federal Court action.  The Federal Court ordered
mediation of this matter to occur.

On March 22, 2000, mediation of this matter resulted in a conditional settlement
agreement being entered into by the Registrant;  BMSCI;  Travelers  Casualty and
<PAGE>
Surety Company of America ("Travelers"),  which provided performance and payment
bonds on  behalf  of BMSCI;  UCDP;  Hellmuth,  Obata &  Kassabaum,  Inc.,  which
designed the project; and the court-appointed mediator. Pursuant to the terms of
the  settlement  agreement,  the parties  resolved the claims  between them, and
BMSCI agreed to pay UCDP $2.0 million.  BMSCI remains responsible for resolution
of all remaining  subcontractor and vendor claims, the most significant of which
is the subject of a suit brought by ADF  International,  Inc.  ("ADF"),  BMSCI's
subcontractor for structural steel and miscellaneous  metals,  against BMSCI and
Travelers.  The conditional  settlement  agreement is subject to and conditioned
upon acceptance and signature by the Project Policy Insurer not later than March
31, 2000.

On  November  24,  1998,  ADF filed  suit in  Federal  Court  against  BMSCI and
Travelers  seeking  damages  for alleged  breaches  of contract  relating to the
project. BMSCI and its surety 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 Registrant believes it has
made adequate provisions for all subcontractor and vendor claims, including ADF,
in its 1999 consolidated financial statements.

The other  proceeding  relates to a lawsuit brought in 1987 in the Supreme Court
of the State of New York, Bronx County, by the Dormitory  Authority of the State
of New York against a number of parties, including the Registrant and one of its
wholly-owned  subsidiaries,  that asserts breach of contract and alleges damages
of $13 million. The Registrant, which was not a party to the contract underlying
the  lawsuit,  contends  that  there  is no  jurisdiction  with  respect  to the
Registrant and that it cannot be held liable for any conduct of the  subsidiary.
Both the Registrant and the subsidiary are contesting  liability issues and have
filed cross-claims and third-party claims against the other entities involved in
the project.

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

No matters were submitted to a vote of the Registrant's  security holders during
the fourth quarter of 1999.


<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

The following represents a listing of executive officers of the Registrant as of
December 31, 1999.

RICHARD  L. SHAW - Age 72;  Chief  Executive  Officer  of the  Registrant  since
September 1999, and previously  President and Chief Executive  Officer from 1993
through 1994 and from 1984 through 1992; Chairman of the Board of the Registrant
since 1992 and a Director  since  1966.  Mr.  Shaw has been with the  Registrant
since 1952 serving in various capacities.

DONALD P. FUSILLI,  JR. - Age 49;  Executive  Vice  President of the  Registrant
since 1991 and  President  of  Baker/MO  Services,  Inc.,  a  subsidiary  of the
Registrant,  since 1995.  Mr.  Fusilli was named  President and Chief  Operating
Officer of the  Registrant  in March  2000.  Mr.  Fusilli  previously  served as
General  Counsel and Secretary of the Registrant  from 1986 through 1994. He has
been employed by the Registrant in various capacities since 1973.

J. ROBERT WHITE - Age 57;  Executive Vice President,  Chief  Financial  Officer,
Treasurer and a Director of the  Registrant  from 1994 until his  resignation in
March  2000.  Prior to joining  the  Registrant,  Mr.  White  served 21 years in
various capacities with Westinghouse  Electric Corp., most recently as Assistant
Director of Investor Relations from 1989 through 1994.

H. JAMES MCKNIGHT - Age 55; Senior Vice President, General Counsel and Secretary
of the  Registrant  since 1995.  Mr.  McKnight  previously  served as counsel to
International  Technology Corporation from February 1995 through September 1995,
and was a self-employed consultant from 1992 through February 1995.

JOHN C. HAYWARD - Age 52;  Executive Vice President of the Registrant since 1995
and President of Michael  Baker Jr., Inc.  since 1994.  Mr.  Hayward  previously
served as Senior Vice  President of Michael  Baker Jr.,  Inc.  from 1989 through
1994. He has been employed by the Registrant in various capacities since 1974.

PHILIP A.  SHUCET - Age 49;  Executive  Vice  President  of the  Registrant  and
President of Baker  Environmental,  Inc., a subsidiary of the Registrant,  since
1996. Mr. Shucet  previously served as Vice President of Michael Baker Jr., Inc.
from 1995  through  1996.  Mr.  Shucet has been  employed by the  Registrant  in
various capacities since 1989.

EDWARD L. WILEY - Age 56;  Executive Vice President of the Registrant since 1995
and Executive  Vice  President of Michael Baker Jr., Inc.  since 1994. Mr. Wiley
previously  served as Senior Vice President of Michael Baker Jr., Inc. from 1989
through 1994. He has been employed by the Registrant in various capacities since
1968.

Executive  officers  of the  Registrant  serve at the  pleasure  of the Board of
Directors  and are  elected  by the Board or  appointed  annually  for a term of
office extending through the election or appointment of their successors.

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
         MATTERS
         -----------------------------------------------------------------------

Information  relating to the market for the Registrant's  Common Stock and other
matters  related  to the  holders  thereof  is set  forth  in the  "Supplemental
Financial  Information"  section  of  Exhibit  13.1  to  this  Form  10-K.  Such
information is incorporated herein by reference.

The Registrant's present policy is to retain any earnings to fund the operations
and growth of the  Registrant.  The  Registrant  has not paid any cash dividends
since 1983 and has no plans to do so in the foreseeable future.

At February 29, 2000,  the  Registrant had 1,388 holders of its Common Stock and
647 holders of its Series B Common Stock.

ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

A summary of selected  financial data for the Registrant,  including each of the
last five fiscal years for the period ended  December 31, 1999,  is set forth in
the "Selected  Financial  Data" section of Exhibit 13.1 to this Form 10-K.  Such
summary is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS
         -----------------------------------------------------------

A discussion of the Registrant's financial condition,  cash flows and results of
operations  is set  forth  in  the  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations"  section of Exhibit 13.1 to this
Form 10-K. Such discussion is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

The  Registrant's  primary  interest  rate risk  relates to its  long-term  debt
obligations.  As of  December  31,  1999 and  1998,  the  Registrant  had  total
long-term debt obligations,  including the current portion of those obligations,
totaling $18.4 million and $4.0 million,  respectively.  Of these amounts, fixed
rate  obligations  totaled $2.7  million and $3.3  million,  and  variable  rate
obligations  totaled $15.7 million and $0.7 million, as of December 31, 1999 and
1998,  respectively.  The  1999  increases  in  these  debt  amounts  relate  to
borrowings  under the  Registrant's  credit agreement with Mellon Bank, N.A. and
debt related to its 1999 acquisition of Steen Production Service,  Inc. Assuming
a 10% increase in interest rates on the  Registrant's  variable rate obligations
(i.e., an increase from the actual weighted  average interest rates of 8.50% and
7.75%, to weighted average interest rates of 9.35% and 8.53%, as of December 31,
1999  and  1998,   respectively),   annual  interest  expense  would  have  been
approximately  $134,000  higher in 1999 and only $6,000  higher in 1998 based on
the respective year-end outstanding  balances of variable rate obligations.  The
Registrant has no interest rate swap or exchange agreements.

Less than 1% of the Registrant's  total assets and total contract revenues as of
and for the  periods  ended  December  31,  1999 and 1998  were  denominated  in
currencies  other  than the U.S.  Dollar;  accordingly,  the  Registrant  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 Registrant has no foreign currency exchange contracts.

<PAGE>
Based on the nature of the Registrant's  business,  it has no direct exposure to
commodity price risk.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

The  consolidated  financial  statements,  together  with the report  thereon of
PricewaterhouseCoopers  LLP, dated March 29, 2000, and  supplementary  financial
information  are set forth within Exhibit 13.1 to this Form 10-K. Such financial
statements and supplementary  financial  information are incorporated  herein by
reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE
         -----------------------------------------------------------

Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

Information  relating to the  Directors of the  Registrant  appears  beneath the
caption  "Election of Directors" in the Registrant's  definitive Proxy Statement
which  will be  distributed  in  connection  with the  2000  Annual  Meeting  of
Shareholders and which will be filed with the Securities and Exchange Commission
pursuant to Regulation  14A.  Information  relating to  compliance  with Section
16(a)  of the  Securities  Exchange  Act of 1934  appears  beneath  the  caption
"Directors  and  Officers"  of  such  Proxy   Statement.   Such  information  is
incorporated herein by reference. Information relating to the executive officers
of the  Registrant  is set  forth in Part I of this  Report  under  the  caption
"Executive  Officers of the Registrant." Such information is incorporated herein
by reference.

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------

Information  relating  to  executive  compensation  appears  beneath the caption
"Directors and Officers" in the  Registrant's  definitive  Proxy Statement which
will be distributed in connection  with the 2000 Annual Meeting of  Shareholders
and which will be filed with the Securities and Exchange  Commission pursuant to
Regulation 14A. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

Information  relating to the ownership of equity securities by beneficial owners
of 5% or more of the common stock of the  Registrant  and by management has been
set forth under the caption "Stock  Ownership of Certain  Beneficial  Owners and
Management"  in the  Registrant's  definitive  Proxy  Statement  which  will  be
distributed in connection with the 2000 Annual Meeting of Shareholders and which
will be filed with the Securities and Exchange Commission pursuant to Regulation
14A. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

Information  concerning  certain  relationships  and  transactions  between  the
Registrant and its directors and officers appears beneath the caption "Directors
and  Officers" in the  Registrant's  definitive  Proxy  Statement  which will be
distributed in connection with its 2000 Annual Meeting of Shareholders and which
will be filed with the Securities and Exchange Commission pursuant to Regulation
14A. Such information is incorporated herein by reference.
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------

(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 the three years ended
          December 31,  1999
         Consolidated Balance Sheets as of December 31, 1999 and 1998
         Consolidated  Statements  of Cash Flows for the three  years ended
          December  31,  1999
         Consolidated  Statements  of  Shareholders' Investment for the three
          years ended December 31, 1999
         Notes to Consolidated Financial Statements
         Report of Independent Accountants

(a)(2) All financial statement schedules are omitted because they are either not
applicable or the required  information is shown in the  consolidated financial
statements or notes thereto.

(a)(3) The following exhibits are included herewith as a part of this Report:

<TABLE>

<CAPTION>
EXHIBIT NO.             DESCRIPTION
-----------             -----------

    <S>        <C>
    3.1        Articles of Incorporation of the Registrant, as amended, filed as
               Exhibit 3.1 to the  Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended December 31, 1993, and incorporated  herein
               by reference.

    3.2        By-laws of the  Registrant,  as amended,  filed as Exhibit 3.2 to
               the  Registrant's  Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994, and incorporated herein by reference.

    4.1        Rights Agreement dated November 16, 1999,  between the Registrant
               and American Stock  Transfer and Trust Company,  as Rights Agent,
               filed as Exhibit 4.1 to the  Registrant's  Current Report on Form
               8-K  dated  November  16,  1999,  and   incorporated   herein  by
               reference.

   10.1        1999 Incentive Compensation Plan  of Michael Baker Corporation,
               filed herewith.

<PAGE>

EXHIBIT NO.             DESCRIPTION
-----------             -----------

    10.2       Employment  Agreement  dated as of April 12,  1988,  Supplemental
               Agreement  No. 1 dated as of March  17,  1992,  and  Supplemental
               Agreement  No. 2 dated as of October 1, 1994,  by and between the
               Registrant  and  Richard  L. Shaw,  filed as Exhibit  10.6 to the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1994, and incorporated herein by reference.

    10.2(a)    Supplemental  Employment Agreement No. 3 dated as of June 1, 1995
               and  Supplemental  Agreement  No. 4 dated as of March 1, 1998, by
               and between the Registrant and Richard L. Shaw,  filed as Exhibit
               10.2(a) to the  Registrant's  Annual  Report on Form 10-K for the
               year  ended  December  31,  1997,  and  incorporated   herein  by
               reference.

    10.2(b)    Supplemental  Employment Agreement No. 5 dated as of September 7,
               1999, by and between the  Registrant  and Richard L. Shaw,  filed
               herewith.

    10.3       Loan  Agreement  by  and  among  Michael  Baker  Corporation  and
               Subsidiaries  and Mellon  Bank,  N.A.  dated as of June 12, 1997,
               filed as Exhibit  10.1 to the  Registrant's  Quarterly  Report on
               Form 10-Q for the period  ended June 30, 1997,  and  incorporated
               herein by reference.

    10.3(a)    First  Amendment  to Loan  Agreement by and among  Michael  Baker
               Corporation  and  Subsidiaries  and Mellon Bank, N.A. dated as of
               July  24,  1998,  filed  as  Exhibit  10.1  to  the  Registrant's
               Quarterly  Report on Form 10-Q for the period ended September 30,
               1998, and incorporated herein by reference.

    10.4       Michael  Baker  Corporation  1995 Stock  Incentive  Plan  amended
               effective   April  23,  1998,   filed  as  Exhibit  10.4  to  the
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1998, and incorporated herein by reference.

    10.5       Michael  Baker  Corporation  1996  Nonemployee  Directors'  Stock
               Incentive Plan, filed as Exhibit A to the Registrant's definitive
               Proxy  Statement  with  respect  to its 1996  Annual  Meeting  of
               Shareholders, and incorporated herein by reference.

    13.1       Selected Financial Data,  Management's Discussion and Analysis of
               Financial  Condition  and  Results  of  Operations,  Consolidated
               Financial  Statements  as of December  31, 1999 and for the three
               years  then  ended,  Report  of  Independent   Accountants,   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, 1999.

    21.1       Subsidiaries of the Registrant, filed herewith.

    23.1       Consent of Independent Accountants, filed herewith.
</TABLE>

<PAGE>

(b) On September 15, 1999, the Registrant filed a Current Report on Form 8-K, in
which it reported in Item 2 its acquisition of Steen  Production  Service,  Inc.
("Steen"),  which became effective September 1, 1999. The financial  information
required by Item 7 was not included with this filing.

During the quarter ended December 31, 1999,  the  Registrant  filed a Form 8-K/A
amendment to the above Form 8-K filing.  Such Form 8-K/A contained the financial
information  required by Item 7 in connection  with the acquisition of Steen, as
discussed in Note 3 to the  consolidated  financial  statements  included within
Exhibit 13.1 to this Form 10-K.

In addition, on November 16, 1999, the Registrant filed a Current Report on Form
8-K, in which it reported in Item 5 its adoption of a Rights Agreement, dated as
of November 16, 1999,  between the  Registrant  and American  Stock Transfer and
Trust Company. The Rights Agreement allows for the distribution of one right for
each  outstanding  share of common  stock,  par value  $1.00 per  share,  of the
Registrant  to  shareholders  of record at the close of business on November 30,
1999.

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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

Dated:  March 30, 2000                      By:   /s/ Richard L. Shaw
                                                  -------------------
                                                  Richard L. Shaw
                                                  Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated:

SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

/s/ Richard L. Shaw           Chairman of the Board and         March 30, 2000
----------------------------  and Chief Executive Officer
Richard L. Shaw


/s/ Donald P. Fusilli, Jr.    President and Chief Operating     March 30, 2000
----------------------------  Officer
Donald P. Fusilli, Jr.


/s/ Craig O. Stuver           Vice President and Corporate      March 30, 2000
----------------------------  Controller (Principal Financial
Craig O. Stuver               and Accounting Officer)


/s/ Robert N. Bontempo        Director                          March 30, 2000
----------------------------
Robert N. Bontempo


/s/ Nicholas P. Constantakis  Director                          March 30, 2000
----------------------------
Nicholas P. Constantakis


                              Director                          March 30, 2000
----------------------------
William J. Copeland


<PAGE>



SIGNATURE                     TITLE                             DATE
---------                     -----                             ----

/s/ Roy V. Gavert, Jr.        Director                          March 30, 2000
----------------------------
Roy V. Gavert, Jr.


                              Director                          March 30, 2000
----------------------------
Thomas D. Larson


                              Director                          March 30, 2000
----------------------------
John E. Murray, Jr.


/s/ Konrad M. Weis            Director                          March 30, 2000
-----------------------------
Konrad M. Weis