U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  FORM 12b-25

                        NOTIFICATION OF LATE FILING OF
                FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998

- --------------------------------------------------------------------------------

Part I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------

Michael Baker Corporation
Airport Office Park, Building 3
420 Rouser Road
Coraopolis, PA  15108

- --------------------------------------------------------------------------------

PART II - RULES 12b-25(b) AND (c)
- --------------------------------------------------------------------------------

The reasons described in reasonable detail in Part III of this form could not be
eliminated  without  unreasonable  effort or expense.  The Registrant is hopeful
that it will be able to file the subject Annual Report on Form 10-K on or before
April 15, 1999.

- --------------------------------------------------------------------------------

Part III - NARRATIVE
- --------------------------------------------------------------------------------

On  March  5,  1999,  a  subsidiary  of  the  registrant,  Baker  Mellon  Stuart
Construction,  Inc. (BMSCI), was terminated from its largest active construction
project,  which was over 90%  completed.  The  project was being  performed  for
Universal City Development Partners (UCDP), and included the construction of the
new CityWalk  entrance to  Universal  Studios'  theme park in Orlando,  FL. Both
parties have filed lawsuits in this matter.

Management  currently  expects that the  terminated  contract and the  financial
losses therefrom will have a material adverse effect on the Registrant's results
of  operations  for the year ended  December  31,  1998,  but is not yet able to
compute the financial  impact.  Management of both BMSCI and the  Registrant are
working diligently with counsel to quantify such impact.  Upon quantification of
the charge,  the  Registrant  will be required to obtain waivers from its lender







under the terms of its revolving credit facility,  due to the financial covenant
violations  that are  expected  to result,  and to finalize  the 1998  financial
statements and the audit thereof being performed by PricewaterhouseCoopers  LLP.
Management is hopeful that the Registrant  will be able to complete and file its
Annual Report on Form 10-K on or before April 15, 1999.

- --------------------------------------------------------------------------------

Part IV - OTHER INFORMATION
- --------------------------------------------------------------------------------

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification:

     J. Robert White
     Michael Baker Corporation
     Executive Vice President and Chief Financial Officer
     (412) 269-6453

(2)  Have all other periodic  reports  required under section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed?

                              [X]   Yes               [ ]   No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?

                              [X]   Yes               [ ]   No

     See related Narrative under Part III above.







- --------------------------------------------------------------------------------

SIGNATURE
- --------------------------------------------------------------------------------

Michael  Baker  Corporation  has caused  this  notification  to be signed on its
behalf by the undersigned thereunto duly authorized.


Dated:  March 31, 1999                    By    /s/ J. Robert White
                                                -------------------------------
                                                J. Robert White
                                                Michael Baker Corporation
                                                Executive Vice President and
                                                 Chief Financial Officer