Exhibit 99.2

     The following unaudited pro forma condensed consolidated financial statements of the Company include adjustments to the Company’s historical financial statements to reflect the disposition of Baker Energy.

     The historical financial information of the Company has been derived from the historical audited and unaudited consolidated financial statements of the Company included in the Annual Report on Form 10-K for the years ended December 31, 2008, 2007 and 2006 and the quarterly Reports on Form 10-Q for the six months ended June 30, 2009 and 2008. The unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2008, 2007 and 2006 and the six months ended June 30, 2009 and 2008 were prepared as if the disposition occurred on January 1st of each presented period. The statements of income do not include the loss on disposal of Baker Energy or costs related to the sale. The unaudited pro forma balance sheet was prepared as if the disposition occurred as of June 30, 2009. The pro forma adjustments are based on factually supportable available information as of the date of this filing.

     The unaudited pro forma condensed consolidated financial statements presented do not purport to represent what the results of operations or financial position of the Company would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.

     The unaudited pro forma condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements in the Company’s 2008 Annual Report on Form 10-K and the June 30, 2009 Quarterly Report on Form 10-Q.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2009

				Disposition
	As			of Baker		Pro forma			Pro forma
(In thousands, except share amounts)	Reported (a)			Energy (b)(c)		Adjustments			As Adjusted
ASSETS
Current Assets
Cash and cash equivalents	$	68,264		$	11,496	$	37,944	(d)	$	94,712
Receivables, net		101,645			38,956		21,370	(e)		84,059
Unbilled revenues on contracts in progress		70,701			19,340		—			51,361
Prepaid expenses and other		15,369			4,684		—			10,685
Total current assets		255,979			74,476		59,314			240,817
Property, Plant and Equipment, net		15,834			3,392					12,442
Other Long-term Assets
Goodwill		17,092			7,465		—			9,627
Other intangible assets, net		117			—		—			117
Deferred tax asset		1,209			789		—			420
Other long-term assets		6,795			1,409		—			5,386
Total other long-term assets		25,213			9,663		—			15,550
Total assets	$	297,026		$	87,531	$	59,314		$	268,809
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Current Liabilities
Accounts payable	$	34,472		$	3,846	$	2,615	(f)	$	33,241
Accrued employee compensation		37,345			10,302		1,081	(g)		28,124
Accrued insurance		11,524			7,773		6,263	(h)		10,014
Billings in excess of revenues on contracts in progress		16,392			248		—			16,144
Deferred income tax liability		9,919			834		—			9,085
Income taxes payable		3,687			3,199		—			488
Other accrued expenses		9,359			2,499		—			6,860
Total current liabilities		122,698			28,701		9,959			103,956
Long-term Liabilities
Deferred income tax liability		7,454			37		—			7,417
Other long-term liabilities		8,066			322		—			7,744
Total liabilities		138,218			29,060		9,959			119,117
Shareholders’ Investment
Common Stock, par value $1, authorized 44,000,000 shares, issued 9,373,835		9,374			—		—			9,374
Additional paid-in capital		49,091			—		—			49,091
Retained earnings		107,102			—		(11,097	)(i)		96,005
Accumulated other comprehensive loss		(2,330	)		—		2,214	(i)		(116	)
Less - 495,537 shares of Common Stock in treasury, at cost		(4,761	)		—		—			(4,761	)
Total MBC shareholders’ investment		158,476			—		(8,883	)		149,593
Noncontrolling Interests		332			—		(233)	(j)		99
Total shareholders’ investment		158,808			—		(9,116	)		149,692
Total liabilities and shareholders’ investment	$	297,026		$	29,060	$	843		$	268,809

(a)	As reported by Michael Baker Corporation in its Quarterly Report on Form 10-Q as of June 30, 2009.
(b)	Assets and liabilities of Baker Energy as of June 30, 2009.
(c)	Energy’s interest in B.E.S. Energy Resources Co., Ltd. (“B.E.S.”) is expected to be sold in October 2009 due to the existence of a “Right of First Refusal” clause that is available to the owner of the minority interest. Michael Baker Corporation’s interest will be sold to either the Wood Group or the owner of the B.E.S. minority interest and has been included in the disposition of Baker Energy column.
(d)	Estimated net cash proceeds from Baker Energy sale on closing of $37,944.

(e) Accounts receivable consists of:
Net asset adjustment receivable	$	12,970
Workers’ compensation insurance receivable		6,240
Automobile liability insurance receivable		23
Health insurance receivable		1,081
Receivable related to anticipated sale proceeds for B.E.S. Energy Resources Co., Ltd.		1,056
	$	21,370
(f) Accrued expenses consists of:
Energy management retention plan	$	1,283
Investment banker fees		675
Legal fees		657
	$	2,615
(g) Accrued employee compensation consists of:
Health insurance	$	1,081
	$	1,081
(h) Accrued insurance consists of:
Workers’ compensation insurance	$	6,240
Automobile liability insurance		23
	$	6,263

(i)	Estimated net loss on sale of Baker Energy, including realization of cumulative translation adjustment upon sale of $2,214 and transaction costs of $2,615.
(j)	Non-controlling interest in divested entities.

The accompanying notes are an integral part of the condensed consolidated financial statements.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the six months ended June 30, 2009

				Disposition
	As			of Baker			Pro forma			Pro forma
(In thousands, except per share amounts)	Reported (a)			Energy (b)(d)			Adjustments			As Adjusted
Total contract revenues	$	334,887		$	106,480		$	—		$	228,407
Cost of work performed		277,111			94,070			—			183,041
Gross profit		57,776			12,410						45,366
Corporate overhead		12,037			3,181			2,436	(e)		11,292
Selling, general and administrative expenses		22,589			4,641			—			17,948
Income from operations		23,150			4,588			(2,436	)		16,126
Other income/(expense):
Equity income from unconsolidated subsidiaries		2,911			166			—			2,745
Interest income		79			10			—			69
Interest expense		(19	)		(1	)		—			(18	)
Expense related to interest on unpaid taxes		(210	)		(210	)		—			—
Other, net		529			241			—			288
Income before income taxes		26,440			4,794			(2,436	)		19,210
Provision for income taxes		11,455			3,110			(853	)(c)		7,492
Net income		14,985			1,684			(1,583	)		11,718
Less: Net income attributable to noncontrolling interests		(97	)		(95	)		—			(2	)
Net income attributable to Michael Baker Corporation	$	14,888		$	1,589		$	(1,583	)	$	11,716
Basic earnings per share	$	1.68		$	0.18		$	(0.18	)	$	1.32
Diluted earnings per share	$	1.67		$	0.18		$	(0.18	)	$	1.31

(a)	As reported by Michael Baker Corporation in its Quarterly Report on Form 10-Q for the six months ended June 30, 2009.
(b)	Results of operations of Baker Energy for the six months ended June 30, 2009.
(c)	This is the tax impact of the pro forma adjustments.
(d)	Energy’s interest in B.E.S. Energy Resources Co., Ltd. is expected to be sold in October 2009 due to the existence of a “Right of First Refusal” clause that is available to the owner of the minority interest. Michael Baker Corporation’s interest will be sold to either the Wood Group or the owner of the B.E.S. minority interest and has been included in the disposition of Baker Energy column.
(e)	This amount is the portion of the net corporate costs previously allocated to Baker Energy and would remain with Michael Baker Corporation after the sale.

The accompanying notes are an integral part of the condensed consolidated financial statements.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the six months ended June 30, 2008

				Disposition
	As			of Baker			Pro forma			Pro forma
(In thousands, except per share amounts)	Reported (a)			Energy (b)(d)			Adjustments			As Adjusted
Total contract revenues	$	345,752		$	123,589		$	—		$	222,163
Cost of work performed		286,785			109,292			—			177,493
Gross profit		58,967			14,297						44,670
Corporate overhead		8,919			2,481			2,341	(e)		8,779
Selling, general and administrative expenses		26,733			11,716			—			15,017
Income from operations		23,315			100			(2,341	)		20,874
Other income/(expense):
Equity income from unconsolidated subsidiaries		1,538			107			—			1,431
Interest income		440			81			—			359
Interest expense		(41	)		(5	)		—			(36	)
Expense related to interest on unpaid taxes		(314	)		(276	)		—			(38	)
Other, net		134			92			—			42
Income before income taxes		25,072			99			(2,341	)		22,632
Provision for income taxes		10,611			965			(819	) (c)		8,827
Net income/(loss)		14,461			(866	)		(1,522	)		13,805
Less: Net income attributable to noncontrolling interests		(89	)		—			—			(89	)
Net income/(loss) attributable to Michael Baker Corporation	$	14,372		$	(866	)	$	(1,522	)	$	13,716
Basic earnings/(loss) per share	$	1.63		$	(0.10	)	$	(0.17	)	$	1.56
Diluted earnings/(loss) per share	$	1.62		$	(0.10	)	$	(0.17	)	$	1.54

(a)	As reported by Michael Baker Corporation in its Quarterly Report on Form 10-Q for the six months ended June 30, 2008.
(b)	Results of operations of Baker Energy for the six months ended June 30, 2008.
(c)	This is the tax impact of the pro forma adjustments.
(d)	Energy’s interest in B.E.S. Energy Resources Co., Ltd. is expected to be sold in October 2009 due to the existence of a “Right of First Refusal” clause that is available to the owner of the minority interest. Michael Baker Corporation’s interest will be sold to either the Wood Group or the owner of the B.E.S. minority interest and has been included in the disposition of Baker Energy column.
(e)	This amount is the portion of the net corporate costs previously allocated to Baker Energy and would remain with Michael Baker Corporation after the sale.

The accompanying notes are an integral part of the condensed consolidated financial statements.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2008

				Disposition
	As			of Baker			Pro forma			Pro forma
(In thousands, except per share amounts)	Reported (a)			Energy (b)(d)			Adjustments			As Adjusted
Total contract revenues	$	699,395		$	243,466		$	—		$	455,929
Cost of work performed		585,738			214,341			—			371,397
Gross profit		113,657			29,125						84,532
Corporate overhead		18,829			5,206			5,015	(e)		18,638
Selling, general and administrative expenses		51,388			18,794			—			32,594
Income from operations		43,440			5,125			(5,015	)		33,300
Other income/(expense):
Equity income from unconsolidated subsidiaries		3,359			294			—			3,065
Interest income		765			123			—			642
Interest expense		(71	)		(7	)		—			(64	)
Reductions/(expense) related to interest on unpaid taxes, net		1,611			1,640			—			(29	)
Other, net		1,373			1,230			—			143
Income before income taxes		50,477			8,405			(5,015	)		37,057
Provision for income taxes		21,247			5,040			(1,755	)(c)		14,452
Net income		29,230			3,365			(3,260	)		22,605
Less: Net income attributable to noncontrolling interests		(76	)		—			—			(76	)
Net income attributable to Michael Baker Corporation	$	29,154		$	3,365		$	(3,260	)	$	22,529
Basic earnings per share	$	3.31		$	0.38		$	(0.37	)	$	2.56
Diluted earnings per share	$	3.28		$	0.38		$	(0.37	)	$	2.53

(a)	As reported by Michael Baker Corporation in its Annual Report on Form 10-K for the year ended December 31, 2008.
(b)	Results of operations of Baker Energy for the year ended December 31, 2008.
(c)	This is the tax impact of the pro forma adjustments.
(d)	Energy’s interest in B.E.S. Energy Resources Co., Ltd. is expected to be sold in October 2009 due to the existence of a “Right of First Refusal” clause that is available to the owner of the minority interest. Michael Baker Corporation’s interest will be sold to either the Wood Group or the owner of the B.E.S. minority interest and has been included in the disposition of Baker Energy column.
(e)	This amount is the portion of the net corporate costs previously allocated to Baker Energy and would remain with Michael Baker Corporation after the sale.

The accompanying notes are an integral part of the condensed consolidated financial statements.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2007

				Disposition
	As			of Baker			Pro forma			Pro forma
(In thousands, except per share amounts)	Reported (a)			Energy (b)(d)			Adjustments			As Adjusted
Total contract revenues	$	726,965		$	325,502		$	—		$	401,463
Cost of work performed		626,469			304,619			—			321,850
Gross profit		100,496			20,883						79,613
Corporate overhead		19,186			5,313			3,964	(e)		17,837
Selling, general and administrative expenses		49,935			14,650			—			35,285
Income from operations		31,375			920			(3,964	)		26,491
Other income/(expense):
Equity income from unconsolidated subsidiaries		2,669			445			—			2,224
Interest income		454			151			—			303
Interest expense		(412	)		(33	)		—			(379	)
Expense related to interest on unpaid taxes, net		(761	)		(586	)		—			(175	)
Other, net		367			422			—			(55	)
Income before income taxes		33,692			1,319			(3,964	)		28,408
Provision for income taxes		14,385			1,919			(1,387)	(c)		11,079
Net income/(loss)		19,307			(600	)		(2,577	)		17,329
Less: Net income attributable to noncontrolling interests		33			—			—			33
Net income/(loss) attributable to Michael Baker Corporation	$	19,340		$	(600	)	$	(2,577	)	$	17,362
Basic earnings/(loss) per share	$	2.21		$	(0.07	)	$	(0.29	)	$	1.99
Diluted earnings/(loss) per share	$	2.18		$	(0.07	)	$	(0.29	)	$	1.96

(a)	As reported by Michael Baker Corporation in its Annual Report on Form 10-K for the year ended December 31, 2007.
(b)	Results of operations of Baker Energy for the year December 31, 2007.
(c)	This is the tax impact of the pro forma adjustments.
(d)	Energy’s interest in B.E.S. Energy Resources Co., Ltd. is expected to be sold in October 2009 due to the existence of a “Right of First Refusal” clause that is available to the owner of the minority interest.
	Michael Baker Corporation’s interest will be sold to either the Wood Group or the owner of the B.E.S. minority interest and has been included in the disposition of Baker Energy column.
(e)	This amount is the portion of the net corporate overhead costs that were allocated to Baker Energy and would remain with Michael Baker Corporation after the sale.

     The accompanying notes are an integral part of the condensed consolidated financial statements.

Michael Baker Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2006

				Disposition
	As			of Baker			Pro forma			Pro forma
(In thousands, except per share amounts)	Reported (a)			Energy (b)(d)			Adjustments			As Adjusted
Total contract revenues	$	646,668		$	266,606		$	—		$	380,062
Cost of work performed		560,638			243,798			—			316,840
Gross profit		86,030			22,808						63,222
Corporate overhead		22,609			6,204			4,066	(e)		20,471
Selling, general and administrative expenses		47,215			12,610			—			34,605
Income from operations		16,206			3,994			(4,066	)		8,146
Other income/(expense):
Equity income from unconsolidated subsidiaries		1,253			263			—			990
Interest income		467			82			—			385
Interest expense		(978	)		(69	)		—			(909	)
Reductions/(expense) related to interest on unpaid taxes, net		964			985			—			(21	)
Other, net		522			347			—			175
Income before income taxes		18,434			5,602			(4,066	)		8,766
Provision for income taxes		7,997			3,462			(1,423	)(c)		3,112
Net income		10,437			2,140			(2,643	)		5,654
Less: Net income attributable to noncontrolling interests		(105	)		—			—			(105	)
Net income attributable to Michael Baker Corporation	$	10,332		$	2,140		$	(2,643	)	$	5,549
Basic earnings per share	$	1.21		$	0.25		$	(0.31	)	$	0.65
Diluted earnings per share	$	1.19		$	0.25		$	(0.30	)	$	0.64

(a)	As reported by Michael Baker Corporation in its Annual Report on Form 10-K for the year ended December 31, 2006.
(b)	Results of operations of Baker Energy for the year ended December 31, 2006.
(c)	This is the tax impact of the pro forma adjustments.
(d)	Energy’s interest in B.E.S. Energy Resources Co., Ltd. is expected to be sold in October 2009 due to the existence of a “Right of First Refusal” clause that is available to the owner of the minority interest. Michael Baker Corporation’s interest will be sold to either the Wood Group or the owner of the B.E.S. minority interest and has been included in the disposition of Baker Energy column.
(e)	This amount is the portion of the net corporate costs previously allocated to Baker Energy and would remain with Michael Baker Corporation after the sale.

The accompanying notes are an integral part of the condensed consolidated financial statements.

Note 1. Basis of Presentation

     The unaudited pro forma condensed consolidated balance sheet of the Company as of June 30, 2009 and the unaudited pro forma condensed statements of income for the years ended December 31, 2008, 2007 and 2006 and for the six months ended June 30, 2009 and 2008 give effect to the disposition of the stock owned by Michael Baker Corporation in Baker/MO Services, Inc., Michael Baker Global, Inc., Baker O&M International, Ltd., Baker Energy de Venezuela, C.A., Overseas Technical Services International, Ltd., Baker OTS International, Inc., SD Forty Five, Ltd., OTS Finance and Management, Ltd., and their respective subsidiaries and the anticipated disposition of B.E.S. Energy Resources Company, Ltd. (Baker Energy).

     The agreement to sell the Company’s interest in B.E.S. Energy Resources Company, Ltd. (B.E.S.) is dependent upon the minority partner’s actions with regard to its right of first refusal. Should that partner elect to purchase B.E.S., the Company would convey that interest to the minority partner at the terms under which the Company has agreed to sell its interest in B.E.S. to the Wood Group. Should said partner waive its “Right to First Refusal”, the Company’s interest will be conveyed to the Wood Group. The Company expects the completion of the sale of B.E.S. to be consummated by October 31, 2009 in either case.

     The unaudited pro forma condensed consolidated balance sheet assumes that the disposition of Baker Energy occurred on June 30, 2009 and the unaudited pro forma condensed consolidated statements of income assume the sale occurred on January 1st of each period presented. The statements of income do not include the loss on disposal of Baker Energy or costs related to the sale. In the opinion of management, these statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of the sale on the historical financial information of the Company. The unaudited pro forma consolidated financial statements do not necessarily represent what the Company’s financial position or results of operations would have been had the sales occurred on such dates or project the Company’s financial position or results of operations at or for any future date or period. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical condensed consolidated financial statements of the Company.

Note 2. Pro Forma Condensed Consolidated Balance Sheet Adjustments

     The unaudited pro forma consolidated balance sheet assumes that the stock of Baker Energy was sold on June 30, 2009. Net proceeds are based on the cash received at closing, the estimated receivable derived from the net asset adjustment, the realization of cumulative currency translation adjustment losses upon sale (utilizing the cumulative currency translation adjustment as of June 30, 2009 to estimate that effect) and management’s estimate of the costs associated with the transaction. The final determination of proceeds will be dependent on the adjustment of the purchase price for the final accounting of net assets, the cumulative currency translation adjustments as of September 30, 2009 and the ultimate transaction costs associated with this disposition. As a result, final amounts will likely vary from this presentation of pro forma adjustments.

     (a) The estimated net proceeds resulting from the sale of Baker Energy (In thousands):

Gross sales proceeds received at closing	$	37,944
Anticipated gross sales proceeds for B.E.S.		1,056
Estimated net asset adjustment receivable		12,970
Less:
Investment banker & legal fees		(1,332	)
Management retention bonus payable		(1,283	)
Estimated net proceeds from sale	$	49,355

     The Net Asset adjustment for the purposes of the pro forma consolidated balance sheet is based on the balance sheet as of June 30, 2009. The actual Net Asset adjustment will be based upon the pre-closing September 30, 2009 Baker Energy balance sheet, upon completion. Estimated transaction costs consist of investment banker fees, legal fees and management retention bonuses due to employees of Baker Energy that became payable upon the sale of Baker Energy. Actual amounts may differ from these estimates.

(b) The pro forma loss on sale, is as follows:

Estimated net proceeds from sale	$	49,355
Net assets of Baker Energy as of June 30, 2009		(58,471	)
Realization of cumulative translation adjustments		(2,214	)
Non-controlling interest in Baker Energy		233
Pro forma loss on sale before income taxes		($11,097	)

     Reflected in the pro forma results are both liabilities and assets related to Baker Energy’s workers’ compensation, automobile and health insurances through June 30, 2009. As part of the sale of Baker Energy, the Wood Group agreed to retain the liabilities associated with those insurances, subject to certain indemnifications, as of September 30, 2009. However, corresponding liabilities representing the reserves associated with these insurances, including reserves for incurred but not reported (IBNR) claims, are added back as a pro forma adjustment as those insurances are written to Michael Baker Corporation, rather than to Baker MO Services, Inc. or another Baker Energy entity. As such, Michael Baker Corporation is required to maintain its reserves for these insurances as part of the pro forma results. As the Wood Group assumed the liabilities associated with these insurances, the Company has also recorded a corresponding receivable from the Wood Group.

     The pro forma results also reflect the realization of the cumulative translation adjustment related to Baker Energy as of June 30, 2009. Any currency translation adjustments related to Baker Energy as of September 30, 2009 residing in accumulated other comprehensive income will be realized upon sale.

     This transaction generated a capital loss carryforward that has been fully reserved due to the Company’s inability to generate capital gains. The sale of Baker Energy may generate sufficient foreign source income to enable the Company to utilize foreign tax credits on its consolidated U.S. federal income tax return, which may ultimately create a tax benefit from the sale, but the Company is continuing to evaluate the impact that these foreign tax credits may have on both continuing and discontinued operations. As such, no benefit has been included as a pro forma adjustment.

Note 3. Pro Forma Condensed Consolidated Statements of Income Adjustments

     The pro forma condensed consolidated statements of income assume that the sale of Baker Energy occurred as of January 1 of each period presented. The statements of income do not include the loss on disposal of Baker Energy or costs related to the sale. Additionally no income has been imputed from the investment of the sales proceeds. All Corporate Overhead previously allocated to Baker Energy has been added back to the pro forma results, with the exception of Corporate Overhead costs specifically related to Baker Energy’s operations and not anticipated to recur in prospective periods. Also included in the pro forma results are adjustments to reflect the anticipated reduction in the cost of insurance for the Company due to the disposition. The pro forma adjustments for the income tax provisions were calculated based upon the statutory rates in effect during the respective periods for which pro forma condensed consolidated statements of income are presented. Actual amounts could vary from these pro forma estimates.