UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[ X ]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2002

                                       OR

[   ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from                       to
                                ------------------        ------------------

Commission file number:                                                 0-16749

                                  CERBCO, Inc.
        (Exact name of small business issuer as specified in its charter)

          Delaware                                                54-1448835
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

3421 Pennsy Drive, Landover, Maryland                             20785-1608
(Address of principal executive offices)                          (Zip Code)


            Issuer's telephone and fax numbers, including area code:
                               301-773-1784 (tel)
                               301-322-3041 (fax)


As of November 8, 2002,  the following  number of shares of each of the issuer's
classes of common stock were outstanding:

                       Common Stock          1,189,538
                       Class B Common Stock    293,418
                                             ---------
                       Total                 1,482,956



                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                            Page
------------------------------                                            ----

Item 1. Financial Statements.............................................    3

        Condensed Consolidated Statements of Operations for the Three
        Months Ended September 30, 2002 and September 30, 2001 (unaudited)   3

        Condensed Consolidated Balance Sheets as of September 30, 2002 and
        June 30, 2002 (unaudited)........................................    4

        Condensed Consolidated Statements of Cash Flows for the Three
        Months Ended September 30, 2002 and September 30, 2001 (unaudited)   5

        Notes to Condensed Consolidated Financial Statements (unaudited)..   6

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.............................................   8

Item 3. Controls and Procedures...........................................  10

PART II - OTHER INFORMATION
---------------------------

Item 6. Exhibits and Reports on Form 8-K..................................  10



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
                                  CERBCO, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                              For the three months ended Sept. 30
                                                                              -----------------------------------
<CAPTION>
                                                                                     2002                 2001
                                                                                     ----                 ----

<S>                                                                              <C>                   <C>
Sales                                                                            $ 2,602,127           $4,864,856
                                                                              ---------------      ---------------
Costs and Expenses:
  Cost of sales                                                                    2,545,407            5,000,475
  Selling, general and administrative expenses                                       644,348            1,145,000
                                                                              ---------------      ---------------
    Total Costs and Expenses                                                       3,189,755            6,145,475
                                                                              ---------------      ---------------
Operating Loss                                                                      (587,628)          (1,280,619)

Investment Income                                                                     86,978              169,635
Interest Expense                                                                           0               (2,061)
Other Income (Expense) - net                                                          30,015             (330,387)
                                                                              ---------------      ---------------
Loss Before Non-Owned Interests in Insituform East, Inc.
  and Income Taxes                                                                  (470,635)          (1,443,432)

Provision (Credit) for Income Taxes                                                   (6,000)              20,000
                                                                              ---------------      ---------------

Loss Before Non-Owned Interests in Insituform East, Inc.                            (464,635)          (1,463,432)

Non-Owned Interests in Loss of Insituform East, Inc.                                 171,234              689,271
                                                                              ---------------      ---------------
Net Loss                                                                         $  (293,401)          $ (774,161)
                                                                              ===============      ===============
Basic and Diluted Loss per Share                                                 $     (0.20)          $    (0.52)
                                                                              ===============      ===============

See notes to condensed consolidated financial statements.
</TABLE>


<TABLE>
                                  CERBCO, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                                                                                             As of
                                                                                           --------------------------------------
<CAPTION>
                                                                                            Sept. 30, 2002         June 30, 2002
                                                                                           -----------------     ----------------
ASSETS
Current Assets:
<S>                                                                                           <C>                 <C>
   Cash and cash equivalents                                                                  $4,439,163          $  5,598,382
   Marketable securities                                                                       7,260,136             7,258,108
   Accounts receivable - net                                                                   3,840,197             4,116,461
   Inventories                                                                                   801,592               837,217
   Prepaid and refundable taxes                                                                  306,134               296,899
   Prepaid expenses and other                                                                    287,305               266,356
                                                                                           -----------------     ----------------
     Total Current Assets                                                                     16,934,527            18,373,423
                                                                                           -----------------     ----------------
Property, Plant and Equipment - at cost less accumulated depreciation of $16,350,466 at
   September 30, 2002 and $17,119,002 at June 30, 2002                                         6,779,784             7,097,418
                                                                                           -----------------     ----------------

Other Assets:
   Good will - net of accumulated amortization of $1,454,129                                   1,485,660             1,485,660
   Cash surrender value of SERP life insurance                                                 1,627,645             1,729,370
   Marketable securities                                                                       3,011,596             2,004,631
   Deferred income taxes - net of valuation allowance of $1,951,500 at September 30,
     2002 and $1,841,500 at June 30, 2002                                                              0                     0
   Deposits and other                                                                             44,489                44,489
                                                                                           -----------------     ----------------
     Total Other Assets                                                                        6,169,390             5,264,150
                                                                                           -----------------     ----------------
         Total Assets                                                                        $29,883,701           $30,734,991
                                                                                           =================     ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities                                                    $1,593,783           $ 1,986,458
  Income taxes payable                                                                            10,000                10,000
  Capital lease obligations                                                                        2,700                 3,352
                                                                                           -----------------     ----------------
     Total Current Liabilities                                                                 1,606,483             1,999,810


Accrued SERP liability                                                                         1,868,388             1,861,716
                                                                                           -----------------     ----------------
         Total Liabilities                                                                     3,474,871             3,861,526
                                                                                           -----------------     ----------------
Commitments and Contingencies

Non-Owned Interests in Consolidated Subsidiaries                                               4,548,914             4,720,148
                                                                                           -----------------     ----------------
Stockholders' Equity:
  Common stock, $.10 par value
     Authorized:  3,500,000 shares
     Issued and outstanding: 1,189,538 shares                                                    118,953               118,953
  Class B Common stock (convertible), $.10 par value
     Authorized:  700,000 shares
     Issued and outstanding: 293,418 shares                                                       29,342                29,342
  Additional paid-in capital                                                                   7,527,278             7,527,278
  Retained earnings                                                                           14,184,343            14,477,744
                                                                                           -----------------     ----------------
      Total Stockholders' Equity                                                              21,859,916            22,153,317
                                                                                           -----------------     ----------------
         Total Liabilities and Stockholders' Equity                                          $29,883,701           $30,734,991
                                                                                           =================     ================

See notes to condensed consolidated financial statements.
</TABLE>


<TABLE>
                                  CERBCO, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<CAPTION>
                                                                        For the three months ended Sept. 30
                                                                        ------------------------------------
                                                                               2002                2001
                                                                        -----------------   ----------------

Cash Flows from Operating Activities:
<S>                                                                        <C>                 <C>
  Net loss                                                                 $  (293,401)        $  (774,161)
  Adjustments to reconcile net loss
    to net cash provided by (used in) operations:
    Depreciation and amortization                                              285,345             406,776
    Amounts attributable to non-owned interests                               (171,234)           (689,271)
    Gain on sale of equipment                                                 (146,471)             (5,420)
    Increase in SERP liability                                                   6,672                   0
    Changes in operating assets and liabilities:
      Decrease in accounts receivable                                          276,264           1,333,761
      (Increase) decrease in inventories                                        35,625             (99,708)
      (Increase) decrease in prepaid expenses                                  (30,184)             18,704
      Decrease in accounts payable and accrued expenses                       (244,379)           (184,498)
      Increase (decrease) in income taxes payable                                    0              20,000
                                                                         -----------------   ----------------
  Net Cash Provided by (Used in) Operating Activities                         (281,763)             26,183
                                                                         -----------------   ----------------
Cash Flows from Investing Activities:
  Capital expenditures                                                         (19,982)            (35,306)
  Sale of equipment                                                            198,742               5,420
  Redemption (purchase) of marketable securities - net                      (1,008,993)            534,666
  Decrease  in cash surrender value of SERP life insurance                     101,725             298,479
                                                                         -----------------   ----------------
  Net Cash Provided by (Used in) Investing Activities                         (728,508)            803,259
                                                                         -----------------   ----------------
Cash Flows from Financing Activities:
  Principal payments under capital lease obligations                              (652)             (7,830)
  Dividends paid                                                              (148,296)           (148,296)
                                                                         -----------------   ----------------
  Net Cash Used in Financing Activities                                       (148,948)           (156,126)
                                                                         -----------------   ----------------
Net Increase in Cash and Cash Equivalents                                   (1,159,219)            673,316
Cash and Cash Equivalents at Beginning of Period                             5,598,382           1,735,972
                                                                         -----------------   ----------------
Cash and Cash Equivalents at End of Period                                  $4,439,163          $2,409,288
                                                                         =================   ================
Supplemental disclosure of cash flow information:
  Interest paid                                                             $        0          $    2,061


See notes to condensed consolidated financial statements.
</TABLE>

                                  CERBCO, Inc.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   Financial Information

     The condensed consolidated financial statements include the accounts of the
parent holding company,  CERBCO, Inc.  ("CERBCO");  and its  majority-controlled
subsidiary,  Insituform  East,  Incorporated  ("Insituform  East," together with
CERBCO, the "Company").  All significant  intercompany accounts and transactions
have been eliminated.

     The Condensed  Consolidated  Balance  Sheet as of September  30, 2002,  the
Condensed  Consolidated  Statements  of  Operations  for the three  months ended
September 30, 2002 and 2001, and the Condensed  Consolidated  Statements of Cash
Flows for the three months ended  September 30, 2002 and 2001 have been prepared
by the Company  without audit.  The Condensed  Consolidated  Balance Sheet as of
June 30, 2002  (unaudited)  has been  derived from the  Company's  June 30, 2002
audited  financial  statements.  In the opinion of management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations  and cash flows at September 30,
2002 and for all periods presented have been made.

     These  statements have been prepared in accordance with the instructions to
Form  10-QSB and  therefore  do not  necessarily  include  all  information  and
footnotes necessary to a presentation of the financial position,  the results of
operations and the cash flows, in conformity with generally accepted  accounting
principles.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
financial   statements  be  read  in  conjunction  with  the  audited  financial
statements and notes thereto included in the CERBCO annual report on Form 10-KSB
for the fiscal year ended June 30, 2002.  Operating  results for interim periods
are not necessarily indicative of operating results for an entire fiscal year.

2.   Net Loss Per Share

     Basic and  diluted  loss per share data have been  computed  based upon the
weighted  average number of common shares  outstanding  during each period.  The
following  numbers  of  shares  have  been  used  in  the  net  loss  per  share
computations:

                       For the three months ended Sept. 30
                    -----------------------------------------
                          2002                     2001
                    ----------------           --------------

                       1,482,956                 1,482,956
                    ================           ==============

3.   Marketable Securities

     Marketable securities consist of:
<TABLE>
                                                          Sept. 30, 2002                        June 30, 2002
                                             -----------------------------------    ------------------------------
<CAPTION>
                                                Amortized              Fair             Amortized        Fair
                                                  Cost                Value               Cost           Value
                                             ----------------  -----------------    --------------  --------------
        Current:
            <S>                                 <C>                 <C>                <C>               <C>
            U.S. Government and agencies        $3,512,270          $3,533,130         $ 3,268,001       $  3,294,760
            Corporate                            3,747,866           3,747,866           3,990,107          3,993,006
                                             ----------------  -----------------    --------------     --------------
                                                 7,260,136           7,280,996           7,258,108          7,287,766
                                             ----------------  -----------------    --------------     --------------
        Non-current:
            U.S. Government and agencies         3,011,596           3,035,310           2,004,631          2,007,810
            Corporate                                    0                   0                                      0
                                             ----------------  -----------------    --------------     --------------
                                                 3,011,596           3,035,310           2,004,631          2,007,810
                                             ----------------  -----------------    --------------     --------------
             Total marketable securities       $10,271,732         $10,316,306          $9,262,739         $9,275,576
                                             ================  =================    ==============     ==============
</TABLE>


4.   Accounts Receivable

     Accounts receivable consist of:

<TABLE>
<CAPTION>
                                                      Sept. 30, 2002         June 30, 2002
                                                      --------------         -------------
<S>                                                      <C>                   <C>
        Due from customers                               $3,649,099            $3,948,614
        Miscellaneous                                       199,644               176,393
                                                      --------------         -------------
                                                          3,848,743             4,125,007
        Less: Allowance for doubtful accounts                (8,546)               (8,546)
                                                      --------------         -------------
              Total Accounts Receivable                  $3,840,197            $4,116,461
                                                      ==============         =============
</TABLE>

5.   Equity in Insituform East

     At  September  30,  2001,  CERBCO  beneficially  held  1,414,850  shares of
Insituform  East Common Stock,  par value $0.04 per share (the "Common  Stock"),
and 296,141  shares of  convertible  Insituform  East Class B Common Stock,  par
value $0.04 per share (the "Class B Common Stock"),  representing  approximately
34.9% of the Common Stock, 99.5% of the Class B Common Stock, 39.3% of the total
equity  and  62.2% of the  total  voting  power of all  outstanding  classes  of
Insituform East stock.  Holders of Class B Common Stock,  voting separately as a
class,  have the right to elect the remaining  members of the Board of Directors
after  election  of not less than 25% of such  members  by  holders of shares of
Common Stock, voting separately as a class.

     From time to time,  Insituform East issues  additional shares of stock as a
result of stock  dividends  and  exercised  stock  options.  Changes  in capital
structure  resulting from such additional stock issues decrease  CERBCO's equity
ownership.  No additional shares were issued in the three months ended September
30, 2002. If all the options  outstanding at September 30, 2002 were  exercised,
the resulting  percentages of CERBCO's  equity  ownership and total voting power
would be 35.8% and 57.7%, respectively.

     From time to time, Insituform East purchases shares of its common stock for
treasury.  Changes  in capital  structure  resulting  from such stock  purchases
increase CERBCO's equity ownership.  Insituform East did not purchase any shares
during the three months ended September 30, 2002.

6.   Goodwill - Adoption of SFAS No. 142

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Accounting   Standards  ("SFAS")  No.  142,  Goodwill  and  Other
Intangibles,  which changes the  accounting  for goodwill  from an  amortization
method to an impairment-only approach. SFAS No. 142 is effective for the Company
as of July 1, 2002.  Under the new rules,  goodwill  will no longer be amortized
but will be reviewed annually for impairment.

     The adoption of SFAS No. 142 requires that an initial impairment assessment
be performed.  The Company has completed  this  assessment by comparing the fair
value of its investment in Insituform  East, with the current  carrying value of
such investment,  including goodwill. The fair value was derived from the prices
of comparable businesses,  and the Company believes that such fair value exceeds
the carrying  amount.  Based on this  assessment,  the Company  believes that no
impairment of goodwill exists at July 1, 2002. The adoption of this new standard
will benefit the Company's  results of operations  beginning in fiscal year 2003
by approximately $65,000 in reduced amortization expense.

7.   Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consist of:

                                                Sept. 30, 2002     June 30, 2002
                                                --------------     -------------
       Accounts payable                             $1,074,522        $1,187,112
       Accrued compensation and other expenses         519,261           651,050
       Dividends payable                                     0           148,296
                                                --------------     -------------
           Total Accounts Payable                   $1,593,783        $1,986,458
                                                ==============     =============

8.       Contingencies

     The  Company  is  involved  in  certain  contingencies  arising  out of the
ordinary course of business,  the aggregate of which will not, in the opinion of
management,  materially  affect the Company's  financial  position or results of
operations.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Overview and Outlook

     The Company  reported a consolidated  net loss of  -$-$293,401  (-$0.20 per
share) on sales of $2.6 million for the first  quarter of fiscal year 2003.  For
the first  quarter  of the  previous  fiscal  year,  the  Company  recognized  a
consolidated net loss of -$774,161 (-$0.52 per share) on sales of $4.9 million.

     The Company attributed its unfavorable results for the fiscal quarter ended
September  30,  2002  to  the  unfavorable  results  of  Insituform  East,  Inc.
("Insituform  East"),  the  Company's  majority-controlled  and  only  operating
segment, and to significant  decreases in the cash surrender values of insurance
policies  funding the parent  company's  supplemental  retirement plan ("SERP").
Insituform East recognized a consolidated net loss of -$281,965 on sales of $2.6
million, which contributed a loss of -$110,731 to CERBCO in the first quarter of
the current year. Cash surrender values of the life insurance  policies' funding
CERBCO's SERP  decreased  approximately  $169,000 in the first quarter of fiscal
year  2003,  primarily  due  to  decreases  in  the  values  of  the  underlying
investments.

     The Company  attributed  Insituform East's unfavorable first quarter fiscal
year 2003 results primarily to a reduced volume of immediately  workable backlog
in its licensed Insituform(R) process territory. With respect to forward-looking
information, and while there can be no assurances regarding the Company's future
operating  performance,  the Company anticipates the continuation of its current
reduced level of immediately  workable  backlog for the remainder of fiscal year
2003. As previously reported, the Company was not the low bidder on renewal work
during fiscal year 2002 with its then largest  Insituform  process  customer,  a
county  government in the Washington,  D.C.  metropolitan  area, and the loss of
such significant work has had a large negative impact on the Company's  workable
backlog pending the procurement of replacement contracts. The company intends to
continue  to pursue an  aggressive  cost  reduction  program in  response to its
current and forward anticipated adverse business conditions.

     The  Company's  total  backlog  value  of all  uncompleted  and  multi-year
contract  awards was  approximately  $12.1  million  at  September  30,  2002 as
compared to $13.7 million at September  30, 2001.  The  twelve-month  backlog at
September 30, 2002 was  approximately  $9.9 million as compared to $11.2 million
at September 30, 2001. The total backlog value of all uncompleted and multi-year
contracts  at  September  30, 2002 and 2001  includes  work not  estimated to be
released and installed within twelve months,  as well as potential work included
in term  contract  awards  which  may or may not be fully  ordered  by  contract
expiration. While potentially helpful as a possible trend indicator, "total" and
"twelve-month"  backlog figures at specific dates are not necessarily indicative
of sales and earnings for future periods due to the irregular timing and receipt
of major project awards, including large, multi-year, menu-priced contracts with
estimated but uncertain  order  quantities  further  subject to the specifics of
individual  work  releases.  On a week-to-week  and  month-to-month  basis,  the
availability  of often  volatile  "immediately  workable"  backlog most directly
affects  productivity,  with such availability subject to unpredictable  changes
such  as  weather,   customer-initiated  delays  and  found  variances  in  site
conditions.

     In addition to immediately  workable backlog,  another  significant  factor
affecting  the  Company's  future  performance  remains  the  volatility  of the
Company's  operating  subsidiary's  earnings  as a function  of sales  volume at
normal  margins.  Accordingly,  because a  substantial  portion of the Company's
costs are semi-fixed in nature,  earnings can, at times, be severely  reduced or
eliminated  during  periods of  depressed  sales at normal  margins or  material
increases in  discounted  sales,  even where total  revenues may  experience  an
apparent  buoyancy or growth from the addition of  discounted  sales  undertaken
from  time to  time  for  strategic  reasons.  Conversely,  at  normal  margins,
increases in period sales typically leverage positive earnings significantly.


Results of Operations

       Three Months Ended 9/30/02 Compared with Three Months Ended 9/30/01

     Consolidated  sales decreased $2.3 million (-47%) from $4.9 million for the
quarter ended September 30, 2001 to $2.6 million for the quarter ended September
30, 2002, due primarily to a reduced volume of immediately  workable  backlog in
Insituform East's licensed Insituform(R) process territory.

     The Company's  consolidated  operating loss decreased 54% from  -$1,280,619
for the quarter  ended  September  30, 2001 to -$587,628  for the quarter  ended
September  30,  2002.  Consolidated  cost of sales  decreased  49% in the  first
quarter of fiscal  year 2003 as  compared  to the first  quarter of fiscal  year
2002. As a result, gross profit (loss) as a percentage of sales increased from a
gross profit (loss) of (3%) for the first quarter of fiscal year 2002 to a gross
profit of 2% for the first  quarter of fiscal  year 2003.  This  increase is due
primarily to a reduction in semi-fixed  costs during the first quarter of fiscal
year 2003 resulting from the Company's  cost  reduction  program.  The Company's
selling,  general and administrative expenses decreased 44% in the first quarter
of fiscal year 2003,  primarily  as a result of cost  reduction  measures  taken
during fiscal year 2002.

     Investment  income  decreased 49% in the first quarter of fiscal year 2003,
primarily as a result of a decline in interest rates.  Other income  (expense) -
net  increased  from a loss of  -$330,387  to a gain of $30,016,  primarily as a
result of gains on sales of excess  equipment  which offset lesser  decreases in
the  cash  surrender   values  of  insurance   policies  funding  the  Company's
supplemental retirement plans in the current quarter.

     The credit for income taxes of $6,000 for the first  quarter of fiscal year
2003 was recorded by the parent company, CERBCO. No additional credit for income
taxes was  recorded by  Insituform  East as a result of its first  quarter  2003
losses, as the credit calculated using applicable  enacted federal and state tax
rates of 39% of such  losses was  applied to increase  the  valuation  allowance
recorded  against the  Company's  deferred tax asset.  The  provision for income
taxes of $20,000 for the first quarter of fiscal year 2002 likewise was recorded
by the parent  company.  No credit for income taxes was  recorded by  Insituform
East as the credit  calculated  using  applicable  enacted federal and state tax
rates of 39% of  Insituform  East's  first  quarter  2002  losses was applied to
increase the valuation  allowance  recorded  against the Company's  deferred tax
asset.

     Non-owned  interests in the loss of  Insituform  East  decreased 76% in the
first quarter of fiscal year 2003, as Insituform  East's  consolidated  net loss
decreased  76% from  -$1,134,998  in the first  quarter  of fiscal  year 2002 to
-$269,883 in the first quarter of fiscal year 2003.

Financial Condition

     During the quarter  ended  September  30,  2002,  the  Company's  operating
activities  used  approximately  $282,000  in cash.  This  result  is due to the
Company's  net loss being offset to some extent by the net effect of (i) several
items that did not affect the Company's operating cash, including  approximately
$285,000 in depreciation  expenses and $171,000 in the  consolidated net loss in
Insituform East attributable to non-owned  interests,  and (ii) changes in items
that did affect the Company's  cash,  including a $276,000  decrease in accounts
receivable,  due primarily to improved customer  collections  during the period,
and a $244,000 decrease in accounts payable, due to reduced operating activity.

     The Company's  investing  activities  used  approximately  $729,000 in cash
during the quarter ended September 30, 2002, primarily due to the timing between
purchases and redemptions of its investments in marketable debt securities.  The
Company used approximately  $149,000 in its financing activities,  primarily due
to the payment of dividends by the parent company, CERBCO.

     The  Company's   liquidity   remained   strong  with  working   capital  of
approximately  $15.3  million and a current  ratio of 10.5 to 1 at September 30,
2002. The parent company,  CERBCO, has cash and temporary  investments in excess
of $14.7 million  which,  pending longer term  investment,  it believes are more
than adequate to meet its cash flow requirements in the foreseeable future.

Forward-Looking Information

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements that are
based  on  certain  assumptions  and  describe  future  plans,  strategies,  and
expectations  of the  Company  are  generally  identifiable  by use of the words
"believe," "expect," "intend,"  "anticipate,"  "estimate,"  "project" or similar
expressions.  The Company's  ability to predict  results or the actual effect of
future plans or strategies is  inherently  uncertain.  Factors that could have a
material  adverse affect on the  operations and future  prospects of the Company
include,  but are not  limited  to, the  availability  of  immediately  workable
backlog,  mix of work,  weather,  changes in interest rates and general economic
conditions,  and  legislative/regulatory  changes. These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.

Item 3.  Controls and Procedures

     As of September 30, 2002, an evaluation was performed under the supervision
and with the participation of the Company's management,  including the Corporate
Executive  Committee  ("CEC")  and CFO, of the  effectiveness  of the design and
operation of the Company's  disclosure  controls and  procedures.  Based on that
evaluation, the Company's management,  including the CEC and CFO, concluded that
the Company's  disclosure controls and procedures were effective as of September
30,  2002.  There have been no  significant  changes in the  Company's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to September 30, 2002.

     Disclosure  controls and procedures  are our controls and other  procedures
that are designed to ensure that  information  required to be disclosed by us in
the  reports  that  we  file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed by us in the reports that we
file under the Exchange Act is accumulated  and  communicated to our management,
including our principal  executive officers and principal  financial officer, as
appropriate to allow timely decisions regarding required disclosure.


<TABLE>
                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

<CAPTION>
(a)  Exhibits:                                                                                   Pages
                                                                                                 -----
     <S>                                                                                          <C>
     99.1 -  CERBCO,  Inc.  Consolidating  Schedules:  Statement of Operations  Information
             for the three months ended September 30, 2002; Balance Sheet Information;  and
             Consolidating Elimination Entries as of September 30, 2002.                         15-17

     99.2 -  Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted  pursuant to
             Section 906 of the Sarbanes-Oxley Act of 2002.                                       18

     99.3 -  Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted  pursuant to
             Section 906 of the Sarbanes-Oxley Act of 2002.                                       19

     99.4 -  Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted  pursuant to
             Section 906 of the Sarbanes-Oxley Act of 2002.                                       20
</TABLE>

(b)  Reports on Form 8-K:

     The Company filed one report on Form 8-K during the quarter ended September
30, 2002.  The report,  dated  September 26, 2002, did not include any financial
statements and reported on the following item:

     Item 5.  Other Events

     Press release dated September 26, 2002  announcing the Company's  financial
results for the fiscal year ended June 30, 2002.



                                   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.

Date: November 14, 2002

                                    -CERBCO, Inc.
                                    -----------------------------------------
                                    (Registrant)



                                    /s/ ROBERT W. ERIKSON
                                    -----------------------------------------
                                    Robert W. Erikson
                                    President



                                    /s/ ROBERT F. HARTMAN
                                    -----------------------------------------
                                    Robert F. Hartman
                                    Vice President, Secretary & Treasurer
                                    (Principal Financial and Accounting Officer)
<PAGE>


                                 CERTIFICATIONS

I, Robert W. Erikson, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of CERBCO, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

November 14, 2002
                                              /s/Robert W. Erikson
                                              ----------------------------------
                                              Robert W. Erikson
                                              President



<PAGE>


I, George Wm. Erikson, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of CERBCO, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

November 14, 2002
                                              /s/George Wm. Erikson
                                              ----------------------------------
                                              George Wm. Erikson
                                              Chairman & General Counsel



<PAGE>


I, Robert F. Hartman, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of CERBCO, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

November 14, 2002
                                           /s/Robert F. Hartman
                                           ----------------------------------
                                           Robert F. Hartman
                                           Vice President, Secretary & Treasurer










                                  CERBCO, Inc.
                  3421 Pennsy Drive o Landover o Maryland 20785
                                Tel: 301.773.1784
                                Fax: 301.322.3041