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:                              December 31, 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 February 3, 2003,  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

Transitional Small Business Disclosure Format:  Yes          No     X
                                                   -------       --------
<PAGE>


TABLE OF CONTENTS

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

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

          Condensed Consolidated Statements of Operations for the Three
          Months and Six Months Ended December 31, 2002 and 2001
          (unaudited)......................................................   3

          Condensed Consolidated Balance Sheets as of December 31, 2002
          and June 30, 2002 (unaudited)....................................   4

          Condensed Consolidated Statements of Cash Flows for the Six
          Months Ended December 31, 2002 and 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 4.   Submission of Matters to a Vote of Security Holders..............  11

Item 6.   Exhibits and Reports on Form 8-K.................................  12


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<TABLE>
                                                     Three Months Ended Dec. 31,          Six Months Ended Dec. 31,
                                                   -------------------------------    -------------------------------
<CAPTION>
                                                       2002              2001              2002               2001
                                                   -------------    --------------    --------------    --------------
<S>                                                  <C>                <C>              <C>              <C>
Sales                                                $2,149,864         $5,185,027       $4,751,991       $10,049,883
                                                   -------------    ---------------   --------------    --------------
Costs and Expenses:
  Cost of sales                                       2,385,330          4,320,394        4,930,737         9,320,869
  Selling, general and administrative expenses          603,776            855,827        1,248,124         2,000,827
                                                   --------------   ---------------   --------------    --------------
    Total Costs and Expenses                          2,989,106          5,176,221        6,178,861        11,321,696
                                                   --------------   ---------------   --------------    --------------
Operating Profit (Loss)                                (839,242)             8,806       (1,426,870)       (1,271,813)

Investment Income                                        77,922            128,152          164,900           297,787
Interest Expense                                              0             (1,481)               0            (3,542)
Other Income (Expense) - net                            170,613            245,385          200,628           (85,002)
                                                   --------------   ---------------   --------------    --------------
Profit (Loss) Before Non-Owned Interests in
  Insituform East, Inc. and Income Taxes               (590,707)           380,862       (1,061,342)       (1,062,570)

Provision for Income Taxes                              114,000             10,000          108,000            30,000
                                                   --------------   ---------------   --------------    --------------
Profit (Loss) Before Non-Owned Interests in
  Insituform East, Inc.                                (704,707)           370,862       (1,169,342)       (1,092,570)

Non-Owned Interests in (Earnings) Loss of
  Insituform East, Inc.                                 365,921            (56,604)         537,155           632,667
                                                   --------------    ---------------    --------------    --------------
                              NET EARNINGS (LOSS)    $ (338,786)        $  314,258       $ (632,187)      $  (459,903)
                                                   ==============    ===============    ==============    ==============

Basic and  Diluted Earnings (Loss) per Share         $    (0.23)        $     0.21       $    (0.43)      $     (0.31)
                                                   ==============    ===============    ==============    ==============
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>


                                  CERBCO, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<TABLE>
                                                                                                         As of
                                                                                           ----------------------------------
<CAPTION>
                                                                                            Dec. 31, 2002      June 30, 2002
                                                                                           ---------------    ---------------
ASSETS
Current Assets:
<S>                                                                                          <C>                 <C>
   Cash and cash equivalents                                                                 $ 5,885,345         $ 5,598,382
   Marketable securities                                                                       5,011,930           7,258,108
   Accounts receivable - net                                                                   2,912,443           4,116,461
   Inventories                                                                                   852,073             837,217
   Prepaid and refundable taxes                                                                  192,134             296,899
   Prepaid expenses and other                                                                    186,093             266,356
                                                                                           ---------------    ----------------
     Total Current Assets                                                                     15,040,018          18,373,423
                                                                                           ---------------    ----------------
Property, Plant and Equipment - at cost less accumulated depreciation
   of $16,066,321 atDecember 31, 2002 and $17,119,002 at June 30, 2002                         6,507,469           7,097,418
                                                                                           ---------------    ----------------
Other Assets:
   Goodwill                                                                                    1,485,660           1,485,660
   Cash surrender value of SERP life insurance                                                 1,824,667           1,729,370
   Marketable securities                                                                       4,029,150           2,004,631
   Deferred income taxes - net of valuation allowance of $2,146,500 at
     December 31, 2002 and $1,841,500 at June 30, 2002                                                 0                   0
   Deposits and other                                                                             44,489              44,489
                                                                                           ---------------    ----------------
     Total Other Assets                                                                        7,383,966           5,264,150
                                                                                           ---------------    ----------------
         Total Assets                                                                        $28,931,453         $30,734,991
                                                                                           ===============    ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities                                                   $ 1,347,603         $ 1,986,458
  Income taxes payable                                                                            10,000              10,000
  Capital lease obligations                                                                        1,339               3,352
                                                                                           ---------------    ----------------
     Total Current Liabilities                                                                 1,358,942           1,999,810

Accrued SERP liability                                                                         1,868,388           1,861,716
                                                                                           ---------------    ----------------
         Total Liabilities                                                                     3,227,330           3,861,526
                                                                                           ---------------    ----------------
Commitments and Contingencies

Non-Owned Interests in Consolidated Subsidiaries                                               4,182,993           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                                                                           13,845,557          14,477,744
                                                                                           ---------------    ----------------
     Total Stockholders' Equity                                                               21,521,130          22,153,317
                                                                                           ---------------    ----------------
         Total Liabilities and Stockholders' Equity                                          $28,931,453         $30,734,991
                                                                                           ===============    ================

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


<PAGE>


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

<TABLE>
                                                                                       Six Months Ended Dec. 31,
                                                                                ---------------------------------------
<CAPTION>
                                                                                      2002                  2001
                                                                                -----------------     -----------------

Cash Flows from Operating Activities:
<S>                                                                                 <C>                   <C>
  Net loss                                                                          $ (632,187)           $ (459,903)
  Adjustments to reconcile net loss to net cash provided by (used in)
     operations:
     Depreciation and amortization                                                     552,121               793,874
     Amounts attributable to non-owned interests                                      (537,155)             (632,667)
     Gain on sale of equipment                                                        (292,212)               (3,361)
     Increase in accrued SERP liability                                                  6,672                     0
     Changes in operating assets and liabilities:
       Decrease in accounts receivable                                               1,204,018             1,628,267
       Increase in inventories                                                         (14,856)              (73,388)
       Decrease in prepaid expenses and other current assets                           185,028                85,694
       Decrease in accounts payable and accrued expenses                              (490,559)             (808,598)
       Increase in income taxes payable                                                      0                30,000
                                                                                -----------------     -----------------
Net Cash Provided by (Used in) Operating Activities                                    (19,130)               559,918
                                                                                -----------------     -----------------

Cash Flows from Investing Activities:
  Capital expenditures                                                                 (33,202)              (74,760)
  Sale of equipment                                                                    363,242                 6,306
  Redemption of marketable securities - net                                            221,659             1,270,367
  Increase in cash surrender value of life insurance                                   (95,297)             (179,108)
                                                                                -----------------     -----------------
Net Cash Provided by Investing Activities                                              456,402             1,022,805
                                                                                -----------------     -----------------

Cash Flows from Financing Activities:
  Principal payments under capital lease obligations                                    (2,013)              (17,689)
  Dividends paid                                                                      (148,296)             (148,296)
                                                                                -----------------     -----------------
Net Cash Used in Financing Activities                                                 (150,309)             (165,985)
                                                                                -----------------     -----------------

Net Increase in Cash and Cash Equivalents                                              286,963             1,416,738
Cash and Cash Equivalents at Beginning of Period                                     5,598,382             1,735,972
                                                                                -----------------     -----------------
Cash and Cash Equivalents at End of Period                                          $5,885,345            $3,152,710
                                                                                =================     =================
Supplemental disclosure of cash flow information:
  Interest paid                                                                     $        0            $    3,542

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

<PAGE>


                                  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 December 31,  2002,  the
Condensed  Consolidated  Statements of  Operations  for the three months and six
months  ended  December  31,  2002  and  2001,  and the  Condensed  Consolidated
Statements  of Cash Flows for the six months  ended  December  31, 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 December 31, 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  accounting  principles  generally
accepted  in the United  States of America.  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.   Earnings (Loss) Per Share

     Basic and diluted  earnings  (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 earnings ( loss)
per share computations:

          Three Months and Six Months Ended Dec. 31,
          -----------------------------------------
                2002                      2001
          -----------------          --------------

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

3.   Marketable Securities

     Marketable securities consist of:

<TABLE>
                                                         Dec. 31, 2002                         June 30, 2002
                                             ---------------------------------    ------------------------------
<CAPTION>
                                                Amortized           Fair             Amortized          Fair
                                                   Cost             Value              Cost             Value
                                             ----------------    -------------    --------------   -------------
        Current:
<S>                                              <C>              <C>               <C>             <C>
            U.S. Government and agencies         $2,511,930       $2,525,315        $3,268,001      $3,294,760
            Corporate                             2,500,000        2,500,000         3,990,107       3,993,006
                                             ----------------   --------------    --------------  --------------
                                                  5,011,930        5,025,315         7,258,108       7,287,766
                                             ----------------   --------------    --------------  --------------
        Non-current:
            U.S. Government and agencies          4,029,150        4,051,570         2,004,631       2,007,810
            Corporate                                     0                0                 0               0
                                             ----------------   --------------    --------------  --------------
                                                  4,029,150        4,051,570         2,004,631       2,007,810
                                             ----------------   --------------    --------------  --------------
                Total marketable securities      $9,041,080       $9,076,885        $9,262,739      $9,275,576
                                             ================   ==============    ==============  ==============
</TABLE>


4.       Accounts Receivable

         Accounts receivable consist of:

<TABLE>
<CAPTION>
                                                      Dec. 31, 2002       June 30, 2002
                                                      -------------       -------------

<S>                                                      <C>                 <C>
        Due from customers                               $2,847,291          $3,948,614
        Miscellaneous                                        73,698             176,393
                                                      --------------      --------------
                                                          2,920,989           4,125,007
        Less: Allowance for doubtful accounts                (8,546)             (8,546)
                                                      --------------      --------------
              Total Accounts Receivable                  $2,912,443          $4,116,461
                                                      ==============      ==============
</TABLE>

5.   Equity in Insituform East

     At  December  31,  2002,  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 December
31, 2002. If all the options  outstanding  at December 31, 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 December 31, 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:

<TABLE>
<CAPTION>
                                                        Dec. 31, 2002       June 30, 2002
                                                       ---------------      --------------

<S>                                                       <C>                 <C>
       Accounts payable                                   $1,042,409          $1,187,112
       Accrued compensation and other expenses               305,194             651,050
       Dividends payable                                           0             148,296
                                                       ---------------      --------------
           Total Accounts Payable                         $1,347,603          $1,986,458
                                                       ===============      ==============
</TABLE>

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  -$338,786  (-$0.23 per
share) on sales of $2.1 million for the second quarter,  and a consolidated  net
loss of -$632,187  (-$0.43 per share) on sales of $4.8 million for the first six
months of fiscal year 2003 ended December 31, 2002. For the comparative  periods
of fiscal year 2002, the Company reported  consolidated net earnings of $314,258
($0.21  per  share)  on sales of $5.2  million  and a  consolidated  net loss of
-$459,903 (-$0.31 per share) on sales of $10.0 million respectively.

     The Company attributed its unfavorable results for the second quarter ended
December  31,  2002  to  the  unfavorable   results  of  Insituform  East,  Inc.
("Insituform  East"),  the  Company's  majority-controlled  and  only  operating
segment.  Insituform  East  recognized a  consolidated  net loss of -$602,550 on
sales of $2.1  million,  which  contributed a loss of -$236,629 to CERBCO in the
second quarter of the current year.

     The Company attributed Insituform East's unfavorable results for the second
quarter fiscal year 2003  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
during fiscal year 2002 on renewal work 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 $10.7 million at December 31, 2002 as compared
to  $17.4  million  at  December  31,  2001.  The  total  backlog  value  of all
uncompleted and multi-year contracts at December 31, 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.  The twelve-month  backlog at December 31, 2002
was approximately $8.5 million as compared to $8.9 million at December 31, 2001.
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.

<PAGE>


Results of Operations

 Three Months Ended Dec. 31, 2002 Compared with Three Months Ended Dec. 31, 2001

     Consolidated  sales decreased $3.1 million (-59%) from $5.2 million for the
quarter ended  December 31, 2001 to $2.1 million for the quarter ended  December
31, 2002, due primarily to a reduced volume of immediately  workable  backlog in
Insituform East's licensed Insituform process territory.

     Consolidated  cost of sales  decreased 45% in the second  quarter of fiscal
year 2003 as  compared to the second  quarter of fiscal year 2002.  As a result,
gross profit  (loss) as a percentage of sales  decreased  from a gross profit of
17% for the second quarter of fiscal year 2002 to a gross profit (loss) of (11%)
for the second  quarter of fiscal year 2003.  This  decrease is due primarily to
the  absorption of semi-fixed  costs over reduced sales levels during the second
quarter of fiscal year 2003. The Company's  selling,  general and administrative
expenses decreased 29% in the second quarter of fiscal year 2003, primarily as a
result of cost  reduction  measures  taken during the latter part of fiscal year
2002.  The Company's  consolidated  operating  profit (loss)  decreased  from an
operating  profit  of $8,806  for the  quarter  ended  December  31,  2001 to an
operating loss of ($839,242) for the quarter ended December 31, 2002.

     Investment  income decreased 39% in the second quarter of fiscal year 2003,
primarily as a result of a decline in interest rates.  Other income  (expense) -
net decreased  30% from a gain of $245,385 in the second  quarter of fiscal year
2002 to a gain of $170,613 in the second  quarter of fiscal year 2003.  The gain
in the second  quarter of fiscal year 2002 primarily was the result of increases
in the cash surrender values of insurance  policies funding the parent company's
supplemental retirement plan. The gain in the second quarter of fiscal year 2003
primarily was the result of gains recognized from the sale of excess equipment.

     The provision for income taxes of $114,000 for the second 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 second  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  $10,000  for the  second  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  second  quarter  2002  losses was
applied to increase  the  valuation  allowance  recorded  against the  Company's
deferred tax asset.

     Non-owned  interests in the earnings  (loss) of Insituform  East  decreased
from  $56,604 in the second  quarter of fiscal  year 2002 to  ($365,921)  in the
second  quarter of fiscal  year 2003.  Insituform  East's  consolidated  results
decreased  from earnings of $93,208 in the second quarter of fiscal year 2002 to
a net loss of -$602,550 in the second quarter of fiscal year 2003.

   Six Months Ended Dec. 31, 2002 Compared with Six Months Ended Dec. 31, 2001

     Consolidated sales decreased $5.3 million (-53%) from $10.0 million for the
six months  ended  December  31, 2001 to $4.8  million for the six months  ended
December 31, 2002,  due primarily to a reduced  volume of  immediately  workable
backlog in Insituform East's licensed Insitiuform process territory.

     Consolidated  of sales decreased 47% in the first six months of fiscal year
2003 as compared to the first six months of fiscal year 2002. As a result, gross
profit (loss) as a percentage of sales  decreased f rom a gross profit of 7% for
the first six months of fiscal  year 2002 to a gross  profit  (loss) of (4%) for
the first six months of fiscal year 2003.  This decrease is due primarily to the
absorption  of  semi-fixed  costs over reduced sales levels during the first six
months of fiscal year 2003. The Company's  selling,  general and  administrative
expenses  decreased  38%  during  the first six  months  of  fiscal  year  2003,
primarily  as a result of cost  reduction  measures  during the  latter  part of
fiscal year 2002. The Company's consolidated operating loss increased 12% in the
first six  months of fiscal  year 2003 as  compared  to the first six  months of
fiscal year 2002.

     Investment  income  decreased  45% in the first six  months of fiscal  year
2003,  primarily  as a result of a  decline  in  interest  rates.  Other  income
(expense) - net  increased  from a loss of -$85,002 to a gain of  $200,028.  The
loss in the six months  ended  December  31,  2001  primarily  was the result of
decreases in the cash surrender values of insurance  policies funding the parent
company's  supplemental  retirement  plan.  The  gain  in the six  months  ended
December 31, 3002 primarily was the result of gain  recognized  from the sale of
excess equipment.

     The  provision  for income  taxes  shown for the  comparable  periods  were
recorded by CERBCO. No credits for income taxes were recorded by Insituform East
for the first six months of fiscal years 2003 and 2002 as the credits calculated
using  applicable  enacted  federal  and state  tax rates of 39% of the  pre-tax
losses were  reduced by $305,000  and  $406,000  valuation  allowances  recorded
against the deferred tax asset during the six months ended December  31,2002 and
2001, respectively.

     Non-owned interests in the loss of Insituform East decreased 15% in the six
months ended December 31, 2002, as Insituform East's consolidated loss decreased
15% from  -$1,041,790 in the six months ended  December  31,2001 to -$884,515 in
the six months ended December 31, 2002.


Financial Condition

     During the six months  ended  December 31, 2002,  the  Company's  operating
activities  used $19,130 in cash.  This result is due to the  Company's net loss
being  offset by the net  effect of (i)  several  items  that did not affect the
Company's  operating  cash,  including  approximately  $552,000 in  depreciation
expenses  and  $537,000  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 decrease in accounts receivable of approximately
$1,204,000,  due primarily to improved customer  collections  during the period,
and a decrease in accounts  payable of  approximately  $491,000,  due to reduced
operating activity.

     The Company's investing activities provided  approximately $456,000 in cash
during the six months  ended  December 31,  2002,  primarily  due to the sale of
excess  equipment  and the  timing  between  purchases  and  redemptions  of its
investments  in  marketable  debt  securities.  The Company  used  approximately
$150,000 in its financing activities, primarily due to the payment of dividends.

     The  Company's   liquidity   remained   strong  with  working   capital  of
approximately $13.7 million and a current ratio of 11 to 1 at December 31, 2002.
The parent  company,  CERBCO,  has cash and temporary  investments  in excess of
$14.9 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 December 31, 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 December
31,  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 December 31, 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.


                           PART II - OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders

     Pursuant to a proxy  solicitation  dated November 4, 2002, the Company held
its Annual Meeting of stockholders  Thursday,  December 12, 2002. In addition to
the uncontested election of the directors of the Company, the stockholders voted
on a proposal to approve the 2002 Board of Directors' Stock Option Plan.

     The purpose of the 2002 Board of Directors' Stock Option Plan is to promote
the growth and  general  prosperity  of the  Company,  through  the  granting of
options to purchase  shares of its Common Stock,  to attract and retain the best
available  persons  as  members  of the  Company's  Board of  Directors  with an
additional  incentive  for such  persons  to  contribute  to the  success of the
Company.  Options may be issued for a maximum of 125,000  shares of Common Stock
under the plan,  subject to adjustment upon changes in the capital  structure of
the Company.

<PAGE>

The results of the voting on these proposals are as follows:

1. Proposal No. 1: To elect directors of the Corporation

                           Class of Common Stock          Number of Shares
    Name of Director       For Which Nominated        For             Withhold
-----------------------  --------------------------  ---------------------------
Paul C. Kincheloe, Jr.         Common Stock          750,776           365,713
George Wm. Erikson         Class B Common Stock      250,535             9,858
Robert W. Erikson          Class B Common Stock      250,535             9,858
Webb C. Hayes, IV          Class B Common Stock      250,535             9,858


2.   Proposal No. 2: To Approve the 2002 Board of Directors' Stock Option Plan

                              Number Of Votes
             For                  Against                Abstain
      ------------------     ------------------      -----------------
          2,686,574               583,040                 1,125


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits: Pages

          99.1 - CERBCO, Inc. Consolidating  Schedules:  Statement of Operations
               Information  for the three months and six months  ended  December
               31,  2002;   Balance   Sheet   Information;   and   Consolidating
               Elimination Entries as of December 31, 2002. 17-21

          99.2 -  Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 22

          99.3 -  Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 23

          99.4 -  Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 24

(b)  Reports on Form 8-K:

     The Company filed one report on Form 8-K during the quarter ended  December
31, 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 November 14, 2002  announcing  the Company's  financial
results for the three months ended September 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: February 14, 2003

                                 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.

February 14, 2003
                                 /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.

February 14, 2003
                                       /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.

February 14, 2003
                                       /s/Robert F. Hartman
                                       -----------------------------------------
                                       Robert F. Hartman
                                       Vice President, Secretary & Treasurer

<PAGE>

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