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

                                   FORM 10-QSB

[   X  ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended:                          March 31, 2003
                                       OR

[      ] TRANSITION REPORT UNDER 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 May 5,  2003,  the  following  number of  shares  of each of the  issuer's
classes of common stock were outstanding:

                    Common Stock           1,190,538
                    Class B Common Stock     292,418
                                           ---------
                    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 Nine Months Ended March 31, 2003 and 2002 (unaudited)....  3

        Condensed Consolidated Balance Sheets as of March 31, 2003 and
        June 30, 2002 (unaudited)...........................................  4

        Condensed Consolidated Statements of Cash Flows for the Nine
        Months Ended March 31, 2003 and 2002 (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............................................. 11

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.................................... 11


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<TABLE>
                                                     Three Months Ended Mar. 31,    Nine Months Ended Mar. 31,
                                                   -----------------------------   ----------------------------
<CAPTION>
                                                       2003            2002            2003            2002
                                                   ------------    ------------    ------------    ------------
<S>                                                 <C>             <C>            <C>             <C>
Sales                                               $1,700,949      $4,883,746     $ 6,452,940     $14,933,629
                                                   ------------    ------------    ------------    ------------
Costs and Expenses:
  Cost of sales                                      2,237,565       4,233,120       7,168,302      13,553,989
  Selling, general and administrative expenses       1,009,787       1,603,606       2,257,911       3,604,433
                                                   ------------    ------------     -----------    ------------
    Total Costs and Expenses                         3,247,352       5,836,726       9,426,213      17,158,422
                                                   ------------    ------------     -----------    ------------
Operating Loss                                      (1,546,403)       (952,980)     (2,973,273)     (2,224,793)

Investment Income                                       57,271         110,314         222,171         408,101
Interest Expense                                             0          (1,018)              0          (4,560)
Other Income (Expense) - net                           141,369         (60,266)        341,997        (145,268)
                                                   ------------    ------------     -----------    ------------
Loss Before Non-Owned Interests in Insituform
  East, Inc. and Income Taxes                       (1,347,763)       (903,950)     (2,409,105)     (1,966,520)

Provision (Benefit) for Income Taxes                    (3,000)       (901,500)        105,000        (871,500)
                                                   ------------    ------------     -----------    ------------
Loss Before Non-Owned Interests in Insituform
  East, Inc.                                        (1,344,763)         (2,450)     (2,514,105)     (1,095,020)

Non-Owned Interests in (Earnings) Loss of
  Insituform East, Inc.                                584,117        (290,960)      1,121,272         341,707
                                                   ------------    ------------     -----------    ------------
Loss from Continuing Operations before
    Loss from Goodwill Impairment                     (760,646)       (293,410)     (1,392,833)       (753,313)

Loss from Goodwill Impairment                       (1,485,660)              0      (1,485,660)              0
                                                   ------------   -------------     -----------    ------------
                                        NET LOSS   $(2,246,306)     $ (293,410)    $(2,878,493)    $  (753,313)
                                                   ============   =============    ============    ============

Basic and Diluted Loss per Share                   $     (1.51)     $    (0.20)    $     (1.94)    $     (0.51)
                                                   ============   =============    ============    ============
</TABLE>

See notes to condensed consolidated financial statements.

<PAGE>


                                  CERBCO, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<TABLE>
                                                                                                           As of
                                                                                           ------------------------------------
<CAPTION>
                                                                                            March 31, 2003       June 30, 2002
                                                                                           ------------------  ----------------
ASSETS
Current Assets:
<S>                                                                                              <C>               <C>
   Cash and cash equivalents                                                                     $ 5,594,281       $ 5,598,382
   Marketable securities                                                                           6,496,006         7,258,108
   Accounts receivable - net                                                                       2,059,732         4,116,461
   Inventories                                                                                       792,270           837,217
   Prepaid and refundable taxes                                                                      106,612           296,899
   Prepaid expenses and other                                                                        212,477           266,356
                                                                                           ------------------  ----------------
     Total Current Assets                                                                         15,261,378        18,373,423
                                                                                           ------------------  ----------------
Property, Plant and Equipment - at cost less accumulated depreciation of $15,983,685 at
   March 31, 2003 and $17,119,002 at June 30, 2002                                                 6,262,395         7,097,418
                                                                                           ------------------  ----------------
Other Assets:
   Goodwill                                                                                                0         1,485,660
   Cash surrender value of SERP life insurance                                                     1,785,003         1,729,370
   Marketable securities                                                                           3,020,328         2,004,631
   Deferred income taxes - net of valuation allowance of  $2,541,500 at March 31, 2003
     and $1,841,500 at June 30, 2002                                                                       0                 0
   Deposits and other                                                                                 44,489            44,489
                                                                                           ------------------  ----------------
     Total Other Assets                                                                            4,849,820         5,264,150
                                                                                           ------------------  ----------------
         Total Assets                                                                            $26,373,593       $30,734,991
                                                                                           ==================  ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities                                                       $ 1,246,502       $ 1,986,458
  Income taxes payable                                                                                10,000            10,000
  Capital lease obligations                                                                                0             3,352
                                                                                           ------------------  ----------------
     Total Current Liabilities                                                                     1,256,502         1,999,810

Accrued SERP liability                                                                             2,243,391         1,861,716
                                                                                           ------------------  ----------------
         Total Liabilities                                                                         3,499,893         3,861,526
                                                                                           ------------------  ----------------
Commitments and Contingencies

Non-Owned Interests in Consolidated Subsidiaries                                                   3,598,876         4,720,148
                                                                                           ------------------  ----------------
Stockholders' Equity:
  Common stock, $.10 par value
     Authorized:  3,500,000 shares
     Issued and outstanding: 1,190,538 (at March 31, 2003)                                           119,053
     Issued and outstanding: 1,189,538 shares (at June 30, 2003)                                                       118,953
  Class B Common stock (convertible), $.10 par value
     Authorized:  700,000 shares
     Issued and outstanding: 292,418 (at March 31, 2003)                                              29,242
     Issued and outstanding: 293,418 shares (at June 30, 2003)                                                          29,342
  Additional paid-in capital                                                                       7,527,278         7,527,278
  Retained earnings                                                                               11,599,251        14,477,744
                                                                                           ------------------    --------------
     Total Stockholders' Equity                                                                   19,274,824        22,153,317
                                                                                           ------------------    --------------
         Total Liabilities and Stockholders' Equity                                              $26,373,593       $30,734,991
                                                                                           ==================    ==============
</TABLE>

See notes to condensed consolidated financial statements.


<PAGE>


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

<TABLE>
                                                                                     Nine Months Ended Mar. 31,
                                                                               ---------------------------------------
<CAPTION>
                                                                                     2003                  2002
                                                                               -----------------     -----------------
Cash Flows from Operating Activities:
<S>                                                                                <C>                    <C>
  Net loss                                                                         $(2,878,493)           $ (753,313)
  Adjustments to reconcile net loss to net cash provided by (used in)
     operations:
     Depreciation and amortization                                                     799,440             1,179,505
     Gain on sale of equipment                                                        (360,457)              (48,857)
     Amounts attributable to non-owned interests                                    (1,121,272)             (341,707)
     Loss from goodwill impairment                                                   1,485,660                     0
     Increase in accrued SERP liability                                                381,675               328,865
     Changes in operating assets and liabilities:
       Decrease in accounts receivable                                               2,056,729               447,255
       Decrease in inventories                                                          44,947                46,393
       Decrease (increase) in prepaid expenses and other current assets                244,166              (796,702)
       Decrease in accounts payable and accrued expenses                              (591,660)             (801,733)
                                                                               -----------------     -----------------
Net Cash Provided by (Used in) Operating Activities                                     60,735              (740,294)
                                                                               -----------------     -----------------
Cash Flows from Investing Activities:
  Capital expenditures                                                                 (33,202)             (122,837)
  Sale of equipment                                                                    429,242                65,307
  Purchase (redemption) of marketable securities - net                                (253,595)            2,862,371
  Increase in cash surrender value of life insurance                                   (55,633)              (63,777)
                                                                               -----------------     -----------------
Net Cash Provided by Investing Activities                                               86,812             2,741,064
                                                                               -----------------     -----------------
Cash Flows from Financing Activities:
  Principal payments under capital lease obligations                                    (3,352)              (36,851)
  Dividends paid                                                                      (148,296)             (148,296)
                                                                               -----------------     -----------------
Net Cash Used in Financing Activities                                                 (151,648)             (185,147)
                                                                               -----------------     -----------------
Net Increase in Cash and Cash Equivalents                                               (4,101)            1,815,623
Cash and Cash Equivalents at Beginning of Period                                     5,598,382             1,735,972
                                                                               -----------------     -----------------
Cash and Cash Equivalents at End of Period                                         $ 5,594,281            $3,551,595
                                                                               =================     =================
Supplemental disclosure of cash flow information:
  Interest paid                                                                    $         0            $    4,560
                                                                               =================     =================

</TABLE>


See notes to condensed consolidated financial statements.

<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");  its wholly-owned  subsidiary,
CERBERONICS,  Inc.; and its  majority-controlled  subsidiary,  Insituform  East,
Incorporated  ("Insituform  East")(together,  the  "Company").  All  significant
intercompany accounts and transactions have been eliminated.

     The  Condensed  Consolidated  Balance  Sheet  as of  March  31,  2003,  the
Condensed  Consolidated  Statements of Operations  for the three months and nine
months ended March 31, 2003 and 2002, and the Condensed Consolidated  Statements
of Cash  Flows  for the nine  months  ended  March  31,  2003 and 2002 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 March 31, 2003
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,  results of
operations  and  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 Nine Months Ended Mar. 31,
         -------------------------------------------
                2003                       2002
         -----------------            --------------
            1,482,956                    1,482,956
         =================            ==============

3.   Marketable Securities

     Marketable securities consist of:
<TABLE>
                                                        Mar. 31, 2003                             June 30, 2002
                                             ------------------------------------    ------------------------------------
<CAPTION>
                                                Amortized              Fair             Amortized             Fair
                                                   Cost                Value              Cost                Value
                                             ----------------    ----------------    ----------------    ----------------
        Current:
<S>                                              <C>                 <C>                 <C>                <C>
            U.S. Government and agencies         $4,496,006          $4,516,783          $3,268,001         $3,294,760
            Corporate                             2,000,000           2,000,000           3,990,107          3,993,006
                                             ----------------    ----------------    ----------------    ----------------
                                                  6,496,006           6,516,783           7,258,108          7,287,766
                                             ----------------    ----------------    ----------------    ----------------
        Non-current:
            U.S. Government and agencies          3,020,328           3,026,250           2,004,631          2,007,810
            Corporate                                     0                   0                   0                  0
                                             ----------------    ----------------    ----------------    ----------------
                                                  3,020,328           3,026,250           2,004,631          2,007,810
                                             ----------------    ----------------    ----------------    ----------------
                Total Marketable Securities      $9,516,334          $9,543,033          $9,262,739         $9,295,576
                                             ================    ================    ================    ================
</TABLE>

4.   Accounts Receivable

     Accounts receivable consist of:
                                             Mar. 31, 2003    June 30, 2002
                                             -------------    -------------

    Due from customers                         $2,012,929       $3,948,614
    Miscellaneous                                  55,349          176,393
                                             -------------    -------------
                                                2,068,278        4,125,007
    Less: Allowance for doubtful accounts          (8,546)          (8,546)
                                             -------------    -------------
          Total Accounts Receivable            $2,059,732       $4,116,461
                                             =============    =============

5.   Equity in Insituform East

     At March 31, 2003, 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 March 31,
2003.  If all the  options  outstanding  at March 31, 2003 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 March 31, 2003.

6.   Goodwill - Application 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 with respect to its investment in Insituform  East. Under the
new rules,  the goodwill  recorded as part of that  investment will no longer be
amortized  but will be reviewed  for  impairment  on an annual basis and between
annual tests if an event occurs or  circumstances  change that would more likely
than not reduce the fair value of the investment below its carrying amount.

     As of March 31, 2003, the Company believes that continuing losses incurred,
and losses  anticipated,  by Insituform  East are an indication of a significant
non-temporary  adverse  change  in that  subsidiary's  business  such  that  the
Company's  carrying  amount of its  investment  in  Insituform  East,  including
goodwill,  has been  impaired.  Based  on an  assessment  of the  fair  value of
Insituform  East at March 31,  2003, a goodwill  impairment  of  $1,485,660  was
recognized  during the period ended March 31, 2003. The Company's  assessment of
fair value is liquidation value which approximates book value at March 31, 2003.

7.   Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consist of:

                                                  Mar. 31, 2003   June 30, 2002
                                                  --------------  --------------

     Accounts payable                                  $990,048      $1,187,112
     Accrued compensation and other expenses            256,454         651,050
     Dividends payable                                        0         148,296
                                                  --------------  --------------
         Total Accounts Payable                      $1,246,502      $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 loss from continuing  operations before
a loss from  goodwill  impairment of -$760,646  (-$0.51 per share),  a loss from
goodwill  impairment of -$1,485,660  (-$1.00 per share) and a  consolidated  net
loss of  -$2,246,306  (-$1.51 per share) on sales of $1.7  million for the third
quarter,  and a consolidated loss from continuing  operations before a loss from
goodwill  impairment  of  -$1,392,833  (-$0.94 per share),  a loss from goodwill
impairment  of  -$1,485,660  (-$1.00 per share) and a  consolidated  net loss of
-$2,878,493  (-$1.94  per  share) on sales of $6.5  million  for the first  nine
months of fiscal year 2003, ended March 31, 2003. For the comparative periods of
fiscal  year 2002,  the  Company  reported a net loss of  -$293,410  (-$0.20 per
share) on sales of $4.9 million,  and a net loss of -$753,313 (-$0.51 per share)
on sales of $14.9 million, respectively.

     The Company attributed its unfavorable  results from continuing  operations
for the third quarter ended March 31, 2003 primarily to the unfavorable  results
of Insituform East, Inc. ("Insituform East"), the Company's  majority-controlled
and only operating segment,  and to the annual accrual on January 1, 2003 by the
parent  company of additional  liabilities in connection  with its  supplemental
retirement plan. Insituform East recognized a consolidated net loss of -$961,845
on sales of $1.7 million, which contributed a loss of -$377,728 to CERBCO in the
third quarter of the current  fiscal year.  The Company  incurred  approximately
$309,000  in expense  as the  result of  increased  benefits  payable  under its
supplemental retirement plan as of January 1, 2003.

     The Company attributed  Insituform East's unfavorable results for the third
quarter  of  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 $13.1 million at March 31, 2003 as compared to
$14.8 million at March 31, 2002. The total backlog value of all  uncompleted and
multi-year  contracts at March 31, 2003 and 2002  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  March  31,  2003  was
approximately $10.8 million as compared to $8.9 million at March 31, 2002. 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.

     As the result of continuing losses and anticipated  future operating losses
to be incurred by Insituform  East, the Company has determined that the carrying
amount of its  investment  in  Insituform  East,  including  goodwill,  has been
impaired  as of March 31,  2003,  and has taken a  write-off  of all  previously
carried  goodwill in the amount of  $1,485,660  for the period  ending March 31,
2003.

Results of Operations

 Three Months Ended Mar. 31, 2003 Compared with Three Months Ended Mar. 31, 2002

     Consolidated  sales decreased $3.2 million (-65%) from $4.9 million for the
quarter  ended  March 31, 2002 to $1.7  million for the quarter  ended March 31,
2003,  due  primarily to a reduced  volume of  immediately  workable  backlog in
Insituform East's licensed Insituform process territory.

     Consolidated  cost of sales  decreased  47% in the third  quarter of fiscal
year 2003 as  compared to the third  quarter of fiscal  year 2002.  As a result,
gross profit  (loss) as a percentage of sales  decreased  from a gross profit of
13% for the third  quarter of fiscal year 2002 to a gross profit (loss) of (32%)
for the third 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 37% in the third 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 loss increased from an operating loss
of  -$952,980  for the  quarter  ended March 31,  2002 to an  operating  loss of
-$1,546,403 for the quarter ended March 31, 2003.

     Investment  income  decreased 48% in the third quarter of fiscal year 2003,
primarily as a result of a decline in interest rates.  Other income  (expense) -
net  increased  from a loss of -$60,266 in the third quarter of fiscal year 2002
to a gain of $141,369 in the third quarter of fiscal year 2003.  The loss in the
third  quarter of fiscal year 2002  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 third quarter of fiscal year 2003
primarily was the result of gains recognized from the sale of excess equipment.

     The benefit for income taxes of $3,000 for the third quarter of fiscal year
2003 was  recorded by the parent  company,  CERBCO.  No  additional  benefit for
income taxes was recorded by  Insituform  East as a result of its third  quarter
2003 losses,  as the benefit  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 benefit for
income  taxes  for the third  quarter  of fiscal  year 2002  includes  a benefit
recorded by CERBCO and a benefit of $683,000  recorded by  Insituform  East as a
result of tax legislation enacted during the quarter permitting  Insituform East
to carry back tax losses incurred during fiscal year 2001 against taxable income
recognized during fiscal year 1996.

     Non-owned  interests in the earnings  (loss) of Insituform  East  decreased
from  $290,960  in the third  quarter of fiscal year 2002 to  ($584,117)  in the
third  quarter  of fiscal  year 2003.  Insituform  East's  consolidated  results
decreased from net earnings of $479,113 in the third quarter of fiscal year 2002
to a net loss of -$961,845 in the third quarter of fiscal year 2003.

     The loss from goodwill  impairment of  -$1,485,660  in the third quarter of
fiscal year 2003 resulted from a write-off of the Company's  remaining  goodwill
in its investment in Insituform East.

  Nine Months Ended Mar. 31, 2003 Compared with Nine Months Ended Mar. 31, 2002

     Consolidated sales decreased $8.5 million (-57%) from $14.9 million for the
nine months ended March 31, 2002 to $6.4 million for the nine months ended March
31, 2003, due primarily to a reduced volume of immediately  workable  backlog in
Insituform East's licensed Insituform process territory.

     Consolidated cost of sales decreased 47% in the first nine months of fiscal
year 2003 as compared to the first nine months of fiscal year 2002. As a result,
gross profit (loss) as a percentage of sales decreased from a gross profit of 9%
for the first nine months of fiscal year 2002 to a gross profit  (loss) of (11%)
for the first nine months of fiscal year 2003. This decrease is due primarily to
the  absorption of  semi-fixed  costs over reduced sales levels during the first
nine  months  of  fiscal  year  2003.   The  Company's   selling,   general  and
administrative  expenses  decreased  37% during the first nine  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
34% in the first nine  months of fiscal  year 2003 as compared to the first nine
months of fiscal year 2002.

     Investment  income  decreased  46% in the first nine  months of fiscal year
2003,  primarily  as a result of a  decline  in  interest  rates.  Other  income
(expense) - net  increased  from a loss of -$145,268 to a gain of $341,997.  The
loss in the nine  months  ended  March  31,  2002  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 nine months ended March
31, 2003  primarily  was the result of gain  recognized  from the sale of excess
equipment.

     The  provision  for income  taxes of $105,000  for the first nine months of
fiscal year 2003 was  recorded  by the parent  company,  CERBCO.  No benefit for
income taxes was recorded by Insituform East for the first nine months of fiscal
year 2003, as the benefit  calculated using applicable enacted federal and state
tax rates of 39% of its  pre-tax  loss was  applied to  increase  the  valuation
allowance  recorded  against the company's  deferred tax asset.  The benefit for
income  taxes for the first nine months of fiscal  year 2002  includes a benefit
for income  taxes of  $683,000  recorded by  Insituform  East as a result of tax
legislation  enacted  during the third  quarter of fiscal  year 2002  permitting
Insituform  East to carry  back tax  losses  incurred  during  fiscal  year 2001
against taxable income recognized during fiscal year 1996.

     Non-owned  interests in the loss of Insituform  East  increased 228% in the
first nine months of fiscal year 2003, as Insituform  East's  consolidated  loss
increased  228% from  -$562,677  in the nine  months  ended  March  31,  2002 to
-$1,846,360 in the nine months ended March 31, 2003.

     The loss from goodwill  impairment of  -$1,485,660 in the first nine months
of fiscal year 2003  resulted  from a write-off  in the third  quarter of fiscal
year 2003 of the Company's  remaining  goodwill in its  investment in Insituform
East.

Financial Condition

     During the nine  months  ended  March 31,  2003,  the  Company's  operating
activities  provided  $60,735 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  $799,000 in  depreciation
expenses,  $360,000  of  gain  in the  sale  of  equipment  accounted  for as an
investing  activity,  $1,121,000 in the consolidated net loss in Insituform East
attributable  to  non-owned  interests,  and a  $1,486,000  loss  from  goodwill
impairment,  and (ii)  changes  in items that did  affect  the  Company's  cash,
including a decrease in accounts  receivable of  approximately  $2,057,000,  due
primarily to improved customer  collections during the period, and a decrease in
accounts payable of approximately $592,000, due to reduced operating activity.

     The Company's investing activities provided  approximately  $87,000 in cash
during the nine months ended March 31, 2003, 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  $14.0  million and a current  ratio of 12 to 1 at March 31, 2003.
The Company has cash and temporary investments in excess of $15.1 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 March 31, 2003, an evaluation was performed under the supervision and
with the  participation  of the  Company's  management,  including the Company's
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 March 31, 2003.  There have been no  significant  changes in the Company's
internal controls or in other factors that could  significantly  affect internal
controls subsequent to March 31, 2003.

     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 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 nine months ended March 31, 2003;
          Balance Sheet Information; and Consolidating Elimination Entries as of
          March 31, 2003. 16-20

     99.2 -  Certification  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 21

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

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

(b) Reports on Form 8-K:

     The Company filed one report on Form 8-K during the quarter ended March 31,
2003.  The report,  dated  February  14,  2003,  did not  include any  financial
statements  and reported on Item 5. Other Events:  Press release dated  February
14, 2003 announcing the Company's  financial  results for the three months ended
December 31, 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: May 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.

May 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.

May 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.

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