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:                             September 30, 2003


[      ] 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)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the last 12 months  (or such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                         Yes     X     No
                              -------     -------

As of November 3, 2003,  the following  number of shares of each of the issuer's
classes of common stock were outstanding:

                 Common Stock                    1,191,899
                 Class B Common Stock              291,057
                                                 ---------
     Total                                       1,482,956

Transitional Small Business Disclosure Format:   Yes             No      X
                                                      ----------     ----------


<PAGE>


<TABLE>
                                TABLE OF CONTENTS

<CAPTION>
PART I - FINANCIAL INFORMATION                                                                        Page
------------------------------                                                                        ----

<S>  <C>                                                                                                 <C>
Item 1.  Financial Statements..........................................................................  3

         Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2003
         and September 30, 2002 (unaudited)............................................................  3

         Condensed Consolidated Balance Sheet as of September 30, 2002 (unaudited).....................  4

         Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2003
         and September 30, 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....................................................................... 10

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

Item 6.  Exhibits and Reports on Form 8-K.............................................................. 11
</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                               For the three months ended Sept. 30
<CAPTION>
                                                                                     2003                 2002
                                                                                     ----                 ----

<S>                                                                             <C>                  <C>
Sales                                                                           $          0         $          0
                                                                                ------------         ------------

Costs and Expenses:
  General and administrative expenses                                                165,597              136,039
                                                                                ------------         ------------
    Total Costs and Expenses                                                         165,597              136,039
                                                                                ------------         ------------

Operating Loss                                                                      (165,597)            (136,039)

Investment Income                                                                     64,936              116,534
Other Expense - Net                                                                 (751,773)            (169,165)
                                                                                ------------         ------------

Loss Before Income Taxes                                                            (852,434)            (188,670)

Provision (Credit) for Income Taxes                                                        0                6,000
                                                                                ------------         ------------

Loss From Continuing Operations                                                     (852,434)            (182,670)

Earnings (Loss) from Discontinued Operations - Net of Non-Owned
  Interests and Income Taxes                                                       1,371,804             (110,731)
                                                                                ------------         ------------

Net Earnings (Loss)                                                             $    519,370         $   (293,401)
                                                                                ============         ============
Basic and Diluted Earnings (Loss) per Share:
  Loss from continuing operations                                               $      (0.58)        $      (0.12)
  Earnings (loss) from discontinued operations                                          0.93                (0.08)
                                                                                ------------         ------------
    Net earnings (loss) per share                                               $       0.35         $      (0.20)
                                                                                ============         ============

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



<PAGE>


<TABLE>
                                  CERBCO, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2003
                                   (unaudited)

<CAPTION>
ASSETS
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Current Assets:
  Cash and cash equivalents                                                                  $ 9,897,052
  Marketable securities                                                                        9,503,207
  Accounts receivable - net                                                                    1,876,565
  Inventories                                                                                    232,818
  Prepaid and refundable taxes                                                                    19,676
  Prepaid expenses and other                                                                     222,391
                                                                                             -----------
    Total Current Assets                                                                      21,751,709
                                                                                             -----------

Property, Plant and Equipment - at cost less accumulated depreciation of
  $12,786,286                                                                                  5,768,920
                                                                                             -----------

Other Assets:
  Cash surrender value of SERP life insurance                                                  2,072,030
  Deferred income taxes - net of valuation allowance of $565,000                                       0
  Deposits and other                                                                              44,489
                                                                                             -----------
    Total Other Assets                                                                         2,116,519
                                                                                             -----------
        Total Assets                                                                         $29,637,148
                                                                                             ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities                                                   $   938,231
  Income taxes payable                                                                            10,000
                                                                                             -----------
    Total Current Liabilities                                                                    948,231


Accrued SERP liability                                                                         3,087,534
                                                                                             -----------
    Total Liabilities                                                                          4,035,765
                                                                                             -----------

Commitments and Contingencies

Non-Owned Interests in Consolidated Subsidiaries                                               5,798,798
                                                                                             -----------

Stockholders' Equity:
  Common stock, $.10 par value
    Authorized:  3,500,000 shares
     Issued and outstanding: 1,191,899 shares                                                    119,190
  Class B Common stock (convertible), $.10 par value
    Authorized:  700,000 shares
     Issued and outstanding: 291,857 shares                                                       29,105
    Additional paid-in capital                                                                 7,527,278
    Retained earnings                                                                         12,127,012
                                                                                             -----------
        Total Stockholders' Equity                                                            19,802,585
                                                                                             -----------
            Total Liabilities and Stockholders' Equity                                       $29,637,148
                                                                                             ===========

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


<PAGE>


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

                                                                        For the three months ended Sept. 30
                                                                        ------------------------------------
<CAPTION>
                                                                               2003                 2002
                                                                        -----------------     ----------------

Cash Flows from Operating Activities:
<S>                                                                        <C>                   <C>
  Loss from continuing operations                                          $  (852,434)          $  (182,670)
  Earnings (loss) from discontinued operations                               1,371,804              (110,731)
                                                                           -----------           -----------
  Net earnings (loss)                                                          519,370              (293,401)
  Adjustments to reconcile net earnings (loss)
    to net cash provided by (used in) operations:
    Depreciation and amortization                                                2,832               285,345
    Deferred income taxes                                                      895,000                     0
    Amounts attributable to non-owned interests                              2,121,351              (171,234)
    Gain on sale of equipment                                               (5,062,792)             (146,471)
    Increase in SERP liability                                                 867,831                 6,672
    Changes in operating assets and liabilities:
      Decrease in accounts receivable                                        1,031,395               276,264
      Decrease in inventories                                                   41,260                35,625
      Increase in prepaid expenses                                             (15,584)              (30,184)
      Decrease in accounts payable and accrued expenses                       (856,013)             (244,379)
                                                                           -----------           -----------
  Net Cash Used in Operating Activities                                       (455,350)             (281,763)
                                                                           -----------           -----------

Cash Flows from Investing Activities:
  Capital expenditures                                                               0               (19,982)
  Sale of equipment and other assets                                         5,548,700               198,742
  Purchase of marketable securities - net                                       (4,000)           (1,008,993)
  Increase (decrease) in cash surrender value of SERP life insurance           (48,446)              101,725
                                                                           -----------           -----------
  Net Cash Provided by (Used in) Investing Activities                        5,496,254              (728,508)
                                                                           -----------           -----------

Cash Flows from Financing Activities:
  Principal payments under capital lease obligations                                 0                  (652)
  Dividends paid                                                              (148,296)             (148,296)
                                                                           -----------           -----------
  Net Cash Used in Financing Activities                                       (148,296)             (148,948)
                                                                           -----------           -----------

Net Increase in Cash and Cash Equivalents                                    4,892,608            (1,159,219)
Cash and Cash Equivalents at Beginning of Period                             5,004,444             5,598,382
                                                                           -----------           -----------
Cash and Cash Equivalents at End of Period                                  $9,897,052           $ 4,439,163
                                                                           ===========           ===========

Supplemental disclosure of cash flow information:
  Interest paid                                                             $        0           $         0
  Income taxes refunded                                                     $   79,384           $         0

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");  its wholly-owned  subsidiary,
CERBERONICS,   Inc.  ("CERBERONICS"),   a  Delaware  holding  company;  and  its
majority-controlled  subsidiary,  INEI Corporation  ("INEI"),  formerly known as
Insituform  East,  Incorporated  ("Insituform  East")  (together with CERBCO and
CERBERONICS,   the  "Company").   All  significant   intercompany  accounts  and
transactions have been eliminated.

     The Condensed  Consolidated  Balance  Sheet as of September  30, 2003,  the
Condensed  Consolidated  Statements  of  Operations  for the three  months ended
September 30, 2003 and 2002, and the Condensed  Consolidated  Statements of Cash
Flows for the three months ended  September 30, 2003 and 2002 have been prepared
by the Company  without  audit.  In the opinion of management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations  and cash flows at September 30,
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,  the results of
operations and the cash flows in conformity with generally  accepted  accounting
principles.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
financial   statements  be  read  in  conjunction  with  the  audited  financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-KSB for the fiscal year ended June 30,  2003.  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 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 per share computations:

           For the three months ended Sept. 30
         -----------------------------------------
               2003                      2002
         -----------------       -----------------

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

3.   Discontinued Operations

     On June 18, 2003,  Insituform East entered into an Asset Purchase Agreement
(the "Agreement") with Insituform  Technologies,  Inc. ("ITI") providing for the
sale to ITI of substantially all of Insituform East's non-real estate assets and
on-going  business.  The  purchase  price  of $5.5  million  was paid in cash at
closing,  subject to a 10% escrow.  The closing  occurred on  September 5, 2003.
Insituform  East,  now and after  September 5, 2003 known as INEI,  recognized a
gain on the sale of such assets of approximately $5.0 million.

     On July 24,  2003,  Insituform  East  entered  into a Contract of Sale with
LINLO  Realty  L. L. C.  ("LINLO"),  a  subsidiary  of  Atlantic  Transportation
Equipment,  Ltd.,  providing for the sale to LINLO of all of  Insituform  East's
real  property in  Landover,  Maryland.  The purchase  price of $5.215  million,
including  prior  deposits,  is payable in cash at  closing.  The  closing,  now
expected  to occur by  December  15,  2003,  is  subject  to  certain  customary
conditions,  including  that LINLO has until  November 26,  2003,  to ensure the
suitability  of the  property  for  its  use  and  development  and  to  arrange
financing.

     In May 2003,  Insituform East entered into discussions with several parties
indicating  an interest in a possible  purchase of Try Tek Machine  Works,  Inc.
("Try Tek"), a wholly-owned subsidiary of Insituform East, or some or all of its
assets.  These  discussions  are  continuing.  Try  Tek's  operations  have been
significantly curtailed since that time.

     The  operating  results  of  Insituform  East for the  three  months  ended
September  30,  2003  are  shown  separately  in the  accompanying  Consolidated
Statement  of  Operations  as  earnings  from   discontinued   operations.   The
Consolidated  Statement of Operations  for the three months ended  September 30,
2002  has been  restated  to also  show  separately  the  operating  results  of
Insituform  East as a loss  from  discontinued  operations.  Sales  revenues  of
$1,782,882  and  $2,602,127  for the three months ended  September  30, 2003 and
2002, respectively, are included in the results from discontinued operations and
are  not  shown  as  sales  in  the  accompanying   Consolidated  Statements  of
Operations.

     As of June 30, 2003, all of Insituform  East's activities are considered to
be discontinued.

4.   Marketable Securities

     Marketable securities consist of:
                                                          September 30, 2003
                                                      --------------------------
                                                      Amortized           Fair
                                                       Cost              Value
                                                      ----------      ----------
     Current:
         U.S. Government and agencies                 $6,503,207      $6,511,822
         Corporate                                     3,000,000       3,000,000
                                                      ----------      ----------
                                                      $9,503,207      $9,511,822
                                                      ==========      ==========


5.   Accounts Receivable

     Accounts receivable consist of:

                                                               Sept. 30, 2003
                                                               --------------
    Due from customers                                           $1,837,767
    Miscellaneous                                                    51,493
                                                                 ----------
                                                                  1,889,260
    Less: Allowance for doubtful accounts                           (12,695)
                                                                 ----------
          Total Accounts Receivable                              $1,876,565
                                                                 ==========

6.   Equity in Insituform East

     At  September  30,  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 September
30, 2003. If all the options  outstanding at September 30, 2003 were  exercised,
the resulting  percentages of CERBCO's  equity  ownership and total voting power
would be 35.9% and 58.8%, respectively.

     From time to time, Insituform East purchases shares of its common stock for
treasury.  Changes  in capital  structure  resulting  from such stock  purchases
increase CERBCO's equity ownership.  Insituform East did not purchase any shares
during the three months ended September 30, 2003.

7.   Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consist of:

                                                               Sept. 30, 2003
                                                              ----------------

       Accounts payable                                           $407,179
       Accrued compensation and other expenses                     531,052
                                                                  --------
           Total Accounts Payable                                 $938,231
                                                                  ========

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.

9.   Supplemental Executive Retirement Plan

     On  September  24,  2003,  the  CERBCO  Board of  Directors  determined  by
affirmative  resolution that, in due course, CERBCO should be orderly liquidated
and dissolved. Such determination was made, among other reasons, in light of the
September 5, 2003  consummation  of the sale of the business,  licenses and most
operating  assets of CERBCO's sole operating  subsidiary,  Insituform  East, and
such  subsidiary's  disclosed  intent to orderly  liquidate  and dissolve in due
course.  The current  change in Company  assumption  from CERBCO  continuing  in
perpetuity,  to  an  assumption  of  nearer-term  liquidation  and  dissolution,
similarly effects a change in accounting assumptions applicable to the Company's
SERP (a non-qualified  retirement plan) for its executive officers. As it is now
questionable  whether the Company's  executive officers will continue employment
to the plan's assumed normal retirement age of 65,  accounting  assumptions have
been changed to accrue SERP liability on a present value basis for the plan year
(i.e.,   calendar  year)  containing  the  reporting  period  with  anticipated,
lump-sum,  beneficiary  payouts  in  January  2005.  Based  on  such  change  of
accounting assumptions,  as of September 30, 2003, and effective for and through
plan/calendar  year 2003,  the Company has readjusted the accrued SERP liability
in the accompanying  Consolidated  Balance Sheet in the amount of $796,072,  and
included  this  amount in other  expense-net  in the  accompanying  Consolidated
Statement of Operations for the three months ended September 30, 2003.

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 of
-$852,434  (-$0.58 per share) and  consolidated  net earnings of $519,370 ($0.35
per share) for the first  quarter of the fiscal year ended  September  30, 2003.
For the first  quarter of the  previous  fiscal year,  the Company  recognized a
consolidated loss from continuing operations of -$182,670 (-$0.12 per share) and
a consolidated net loss of -$293,401 (-$0.20 per share). Sales of $1,782,882 and
$2,602,127 recognized by Insituform East, Incorporated  ("Insituform East"), now
known  as  INEI  Corporation,   the  Company's   majority-controlled   and  then
only-operating  segment, for the three months ended September 30, 2003 and 2002,
respectively, are included in the earnings (loss) from discontinued operations.

     The  Company  attributed  its  favorable  results  for  the  quarter  ended
September 30, 2003 to the discontinued operations of Insituform East. Insituform
East  recognized  net  earnings  of  $3,493,155,   contributing   earnings  from
discontinued  operations  of $1,371,804  (39.3%) to the Company,  primarily as a
result of a $5.5 million  sale of  substantially  all of its  business  under an
Asset Sale closed on September  5, 2003.  Insituform  East  recognized a gain of
approximately $5.0 million on the sale.

     Consistent  with the Asset Sale, the Insituform East Board of Directors has
undertaken certain additional  transactions designed to maximize Insituform East
stockholder  value.  In this regard,  on July 24, 2003,  Insituform East entered
into a Real Estate Contract of Sale for the potential sale of its principal real
estate  assets.   Insituform   East  currently   anticipates   that   additional
transactions  will take the form of the  liquidation  of its  remaining  assets,
including the sale or disposition of the assets of Try Tek Machine Works,  Inc.,
a wholly-owned subsidiary of Insituform East, and the satisfaction of Insituform
East's  liabilities,  including  personnel  termination and related costs,  sale
transaction expenses and final liquidation costs.

     After  completion of the Asset Sale,  Insituform  East held as of September
30, 2003:

     o    Two contiguous  parcels of improved real property located in Landover,
          Maryland,  historically  held for the purpose of housing its corporate
          headquarters and CIPP business operations and which are the subject of
          the Real Estate Contract of Sale, which contemplates the sale of these
          properties for a combined price of $5,215,000;

     o    One parcel of improved real property located in Hanover, Pennsylvania,
          used to house the business of Try Tek, which custom designs and builds
          machinery,  including  machinery used to rehabilitate  pipelines using
          cured-in-place pipe processes;

     o    Cash and cash  equivalents  in the  approximate  amount of $2,400,000,
          substantially  all of which represents  residual net proceeds from the
          Asset Sale;

     o    Residual  inventory  and  equipment  not part of the Asset Sale in the
          approximate amount of $1,000,000; and

     o    Accounts receivable in the approximate amount of $1,800,000.

     Insituform  East and,  consequently,  the Company,  has not had any ongoing
operations  subsequent to the Asset Sale, other than those of Try Tek, and those
operations were significantly curtailed after September 30, 2003.

     On September 24, 2003,  the  Insituform  East Board of Directors  concluded
that dissolution of Insituform East,  liquidation and distribution of its assets
would be in the best  interest  of  Insituform  East and its  stockholders.  The
Insituform  East  Board   preliminarily   adopted  a  plan  of  dissolution  and
liquidation and intends to submit the definitive  plan and proposed  dissolution
to a vote of stockholders at the next annual meeting,  currently  anticipated to
be held during the quarter ending March 31, 2004.

     Likewise,  on September  24, 2003,  the Company's  Board of Directors  also
concluded that  dissolution of the Company,  liquidation and distribution of its
assets would be in the best  interest of the Company and its  stockholders.  The
CERBCO Board also  preliminarily  adopted a plan of dissolution  and liquidation
and intends to submit the definitive plan and proposed  dissolution to a vote of
its   stockholders  at  the  Company's  next  annual  meeting,   also  currently
anticipated to be held during the quarter ending March 31, 2004.

Results of Operations

       Three Months Ended 9/30/03 Compared with Three Months Ended 9/30/02

     The  results  from  continuing  operations  are the  results  of the parent
company, CERBCO. CERBCO's interests in Insituform East's discontinued operations
are shown as earnings  (loss) from  discontinued  operations  - net of non-owned
interests and income taxes.

     CERBCO's general and administrative expenses increased approximately 22% in
the first quarter of fiscal year 2004 as compared to the first quarter of fiscal
year 2003,  primarily  due to an  increase  in  business  insurance  expense and
consulting  fees in the  first  quarter  of  fiscal  year  2004.  The  Company's
directors and officers  insurance  premium for calendar year 2003  increased 42%
over calendar year 2002.

     Investment income decreased  approximately  44%, primarily as a result in a
decline in interest rates.  Other expense-net  increased 344%,  primarily due to
the  recognition  of an adjustment to the  Company's  accrued SERP  liability to
reflect a change in accounting assumptions to accrue SERP liability on a present
value basis with anticipated lump-sum beneficiary payouts in January 2005.

     Earnings (loss) from discontinued  operations -net increased from a loss of
-$110,731  in the first  quarter of fiscal year 2003 to earnings of  $1,371,804,
primarily due to the recognition by Insituform  East of a gain of  approximately
$5.0  million on the sale of its  business  on  September  5,  2003.  The parent
Company's interest in the results of Insituform East is 39.3%.

Financial Condition

     During the quarter  ended  September  30,  2003,  the  Company's  operating
activities used  approximately  $455,000 in cash. The Company's net earnings was
offset  by the net  effect  of (i)  items  that  did not  affect  the  Company's
operating  cash,   including  an  $895,000  decrease  in  deferred  tax  assets,
$2,121,000 in earnings attributable to non-owned interests, a $5,063,000 gain on
the sale of assets  and an  $868,000  increase  in the  Company's  accrued  SERP
liability,  and (ii)  changes  in items  that did  affect  the  Company's  cash,
including a $1,031,000  decrease in accounts  receivable,  as customer  accounts
were  collected,  and an $856,000  decrease in accounts  payable as vendors were
paid,  both as a result of the winding down of the Company's  operations  during
the quarter.

     The Company's investing activities provided approximately $5,500,000 during
the quarter ended  September  30, 2003,  primarily due to the sale of Insituform
East's assets on September 5, 2003. The Company used  approximately  $149,000 in
its financing  activities due to the payment of dividends by the parent company,
CERBCO.

     The  Company's   liquidity   remained   strong  with  working   capital  of
approximately  $20.8  million and a current  ratio of 23 to 1 at  September  30,
2003. The Company has cash and temporary investments in marketable securities of
approximately  $19.4 million which it believes is 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.  Forward-looking statements such as these involve known and unknown
risks,  uncertainties and other important factors that could cause the Company's
actual  results,  performance  or  achievements,   or  other  subjects  of  such
statements,  to differ materially from the Company's expectations regarding such
matters expressed or implied by such forward-looking  statements.  The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently  uncertain.  Although  the  Company  believes  that the  expectations
reflected in its forward-looking  statements contained herein are reasonable, it
cannot  guarantee  future  events or results.  Except as may be  required  under
federal  law,  the Company  undertakes  no  obligation  to update  publicly  any
forward-looking  statements  for any  reason,  even if new  information  becomes
available or other events occur.

Item 3.  Controls and Procedures

     As of September 30, 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"), which performs as a functional equivalent
of a CEO,  and CFO,  of the  effectiveness  of the design and  operation  of the
Company's   disclosure   controls   and   procedures   (as   defined   in  Rules
13a-14(c)and15d-14(c)under  the  Securities  Exchange Act of 1934 (the "Exchange
Act")). Based on that evaluation,  the Company's  management,  including the CEC
and CFO,  concluded that the Company's  disclosure  controls and procedures were
effective as of September 30, 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 September 30, 2003.

     Disclosure  controls and  procedures  are the Company's  controls and other
procedures that are designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits 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 the Company in the reports
that it files under the  Exchange Act is  accumulated  and  communicated  to the
Company's  management,  including its principal executive officers and principal
financial officer,  as appropriate to allow timely decisions  regarding required
disclosure.

     In designing, implementing and evaluating the Company's disclosure controls
and  procedures,  the  Company's  management  recognizes  that any  controls and
procedures, no matter how well designed and implemented, may not be effective in
all circumstances.  However,  management believes that the Company's  disclosure
controls and procedures  provide  reasonable  assurance of achieving the desired
disclosure control objectives.

<TABLE>
                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

<CAPTION>
(a) Exhibits:                                                                                             Pages
                                                                                                          -----
<S>      <C>                                             <C>                              <C>               <C>
         31.1          Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              13

         31.2          Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              14

         31.3          Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              15

         32            Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002              16

         99            CERBCO,  Inc.  Consolidating  Schedules:  Statement of Operations  Information
                       for the three months ended September 30, 2003; Balance Sheet Information;  and
                       Consolidating Elimination Entries as of September 30, 2003                          17-19
</TABLE>

(b)  Reports on Form 8-K:

     The  Company  filed  two  reports  on Form 8-K  during  the  quarter  ended
September 30, 2003. The first report,  dated  September 5, 2003, did not include
any financial statements and reported under Item 5. Other Events:  Issuance of a
press  release  dated  September 5, 2003  announcing  completion  of the sale by
Insituform  East,  Incorporated  ("East") to  Insituform  Technologies,  Inc. of
substantially all of East's non-real estate assets and on-going business.

     The second report,  dated September 30, 2003, did not include any financial
statements and reported under Item 5. Other Events:  Issuance of a press release
dated  September 30, 2003  announcing  the Company's  financial  results for the
fiscal year ended June 30, 2003.


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: November 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)