10-Q/A

                               FORM 10-Q/A

                            AMENDMENT NUMBER 1

                    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, 1995


                      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, 1995:
          --------------------
                                
          Common Stock             7,004,612 shares
          Series B Common Stock    1,358,940 shares
/TABLE

 
 
                                                                   PART II
                                                                 FORM 10-Q
                                                                   PAGE 16
 
 
              PART II.  OTHER INFORMATION (Cont.)
 
        The second and final matter voted upon at the meeting was the adoption
        of the 1995 Stock Incentive Plan, which will provide long-term
        incentive compensation to eligible employees.  The votes cast by 
        holders of the Company's Common Stock and Series B Common Stock in
        approving such plan were 13,774,567 votes in favor, 4,752,208 votes
        against, and 832,935 abstentions

  
 Item 6.     Exhibits and Reports on Form 8-K
            --------------------------------
 
       (a)   The following exhibits are included herewith as a part of this
             Report:
                             
             Exhibit No.                   Description
             -----------                  -------------
 
                 15                    Letter regarding unaudited interim
                                       financial information 

             
      (b)   Reports on Form 8-K
 
    During the second quarter ended June 30, 1995, the Company filed no
    reports on Form 8-K.
 
                                                                               
 
                            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
 
 
 Dated: August 11, 1995              By: /s/ J. Robert White 
                                        --------------------
                                        J. Robert White
                                        Executive Vice President, 
                                         Chief Financial Officer and
                                         Treasurer

 



EX-27
2


 

 5
 0000009263
 MICHAEL BAKER CORPORATION
 1,000
       
                             
                   6-MOS
                          DEC-31-1995
                             JAN-01-1995
                               JUN-30-1995
                                           1,326
                                         0
                                   50,911
                                         0
                                     22,842
                                97,544
                                          35,680
                                  20,983
                                 123,873
                           75,595
                                          1,846
                                         8,364
                                0
                                          0
                                      37,713
                   123,873
                                        175,490
                               175,490
                                          154,722
                                  154,722
                                     0
                                     0
                                 258
                                  2,682
                                     1,336
                              1,346
                                       0
                                      0
                                            0
                                     1,346
                                      .16
                                      .16
        

 



-----END PRIVACY-ENHANCED MESSAGE-----

EX-27

 

<ARTICLE> 5
<CIK> 0000009263
<NAME> MICHAEL BAKER CORPORATION
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                           1,326
<SECURITIES>                                         0
<RECEIVABLES>                                   50,911
<ALLOWANCES>                                         0
<INVENTORY>                                     22,842
<CURRENT-ASSETS>                                97,544
<PP&E>                                          35,680
<DEPRECIATION>                                  20,983
<TOTAL-ASSETS>                                 123,873
<CURRENT-LIABILITIES>                           75,595
<BONDS>                                          1,846
<COMMON>                                         8,364
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      37,713
<TOTAL-LIABILITY-AND-EQUITY>                   123,873
<SALES>                                        175,490
<TOTAL-REVENUES>                               175,490
<CGS>                                          154,722
<TOTAL-COSTS>                                  154,722
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 258
<INCOME-PRETAX>                                  2,682
<INCOME-TAX>                                     1,336
<INCOME-CONTINUING>                              1,346
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,346
<EPS-PRIMARY>                                      .16
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