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

                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the quarterly period ended:                               September 30, 2000
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the transition period from ----------------------- to ----------------------

Commission file number:                                                  0-16749

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

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

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


Issuer's telephone and fax numbers, including area code:
301-773-1784 (tel)
301-322-3041 (fax)
301-773-4560 (24-hour public information FaxVault System)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
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 7, 2000,  the following  number of shares of each of the issuer's
classes of common stock were outstanding:

Common Stock                    1,189,476
Class B Common Stock              293,480
                              ------------
     Total                      1,482,956




<PAGE>
                                TABLE OF CONTENTS

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

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

        Condensed Consolidated Statements of Earnings for the Three
        Months Ended September 30, 2000 and September 30, 1999 (unaudited)..  3

        Condensed Consolidated Balance Sheets as of September 30, 2000
        and June 30, 2000 (unaudited)........................................ 4

        Condensed Consolidated Statements of Cash Flows for the Three
        Months Ended September 30, 2000 and September 30, 1999 (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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings..................................................  11

Item 2. Changes in Securities and Use of Proceeds..........................  11

Item 3. Defaults upon Senior Securities....................................  11

Item 4. Submission of Matters to a Vote of Security Holders................  11

Item 5. Other Information..................................................  11

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




<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

<CAPTION>
                                                                              For the three months ended Sept. 30
                                                                              -----------------------------------
                                                                                     2000                 1999
                                                                                     ----                 ----

<S>                                                                               <C>                  <C>
Sales                                                                             $6,332,089           $7,314,454
                                                                                ---------------      ---------------
Costs and Expenses:
  Cost of sales                                                                    5,162,982            6,119,386
  Selling, general and administrative expenses                                     1,136,296            1,262,726
                                                                                ---------------      ---------------
    Total Costs and Expenses                                                       6,299,278            7,382,112
                                                                                ---------------      ---------------
Operating Profit (Loss)                                                               32,811              (67,658)
Investment Income                                                                    246,663              178,412
Interest Expense                                                                      (4,077)              (7,450)
Other Income - net                                                                    (8,574)              20,194
                                                                                ---------------      ---------------
Earnings Before Non-Owned Interests and Incomes Taxes                                266,823              123,498
Non-Owned Interest in Pretax Loss of Midsouth Partners                                     0               19,889
                                                                                ---------------      ---------------
Earnings Before Non-Owned Interests in Insituform East, Inc.
  and Income Taxes                                                                   266,823              143,387
Provision for Income Taxes                                                            46,000               60,000
                                                                                ---------------      ---------------
Earnings Before Non-Owned Interests in Insituform East, Inc.                         220,823               83,387
Non-Owned Interests in Earnings of Insituform East, Inc.                            (125,183)             (37,886)
                                                                                ---------------      ---------------
                                                     NET EARNINGS                 $   95,640           $   45,501
                                                                                ===============      ===============

Net Earnings per Share of Common Stock:
  Basic Earnings per Share                                                        $     0.06           $     0.03
                                                                                ===============      ===============
  Diluted Earnings per Share                                                      $     0.06           $     0.03
                                                                                ===============      ===============

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



<PAGE>
<TABLE>
                                  CERBCO, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<CAPTION>
                                                                                                             As of
                                                                                           --------------------------------------
                                                                                            Sept. 30, 2000         June 30, 2000
                                                                                           -----------------     ----------------
ASSETS
Current Assets:
<S>                                                                                          <C>                   <C>
   Cash and cash equivalents                                                                 $ 3,079,324           $ 2,344,077
   Marketable securities                                                                      10,177,576             9,844,593
   Accounts receivable                                                                         6,917,417             6,294,655
   Inventories                                                                                 1,256,734             1,421,104
   Prepaid and refundable taxes                                                                   22,895                22,895
   Prepaid expenses and other                                                                    313,467               204,381
                                                                                           -----------------     ----------------
     Total Current Assets                                                                     21,767,413            20,131,705
                                                                                           -----------------     ----------------

Property, Plant and Equipment - at cost less accumulated depreciation
   of $17,341,561 at September 30, 2000 and $17,247,839 at June 30, 2000                       9,927,162            10,308,637
                                                                                           -----------------     ----------------

Other Assets:
   Excess of acquisition cost over value of net assets acquired less accumulated
     amortization of $1,339,847 at September 30, 2000 and $1,323,521 at
     June 30, 2000                                                                             1,599,942             1,618,629
   Cash surrender value of SERP life insurance                                                 2,409,562             2,387,287
   Marketable securities                                                                         741,733             2,231,052
   Deferred income taxes - net of valuation allowance of $863,000 at
     September 30, 2000 and $943,000 at June 30, 2000                                                  0                     0
   Deposits and other                                                                             57,756                60,056
                                                                                           -----------------     ----------------
     Total Other Assets                                                                        4,808,993             6,297,024
                                                                                           -----------------     ----------------
         Total Assets                                                                        $36,503,568           $36,737,366
                                                                                           =================     ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities                                                   $ 2,616,880           $ 2,961,927
  Income taxes payable                                                                         1,107,708             1,271,708
  Current portion of capital lease obligations                                                    30,976                30,177
                                                                                           -----------------     ----------------
     Total Current Liabilities                                                                 3,755,564             4,263,812
                                                                                           -----------------     ----------------

Long-Term Liabilities:
  Accrued SERP liability                                                                       1,166,468             1,099,720
  Capital lease obligations (less current portion shown above)                                    34,754                42,584
                                                                                           -----------------     ----------------
     Total Long-term Liabilities                                                               1,201,222             1,142,304
                                                                                           -----------------     ----------------
         Total Liabilities                                                                     4,956,786             5,406,116
                                                                                           -----------------     ----------------
Commitments and Contingencies

Non-Owned Interests in Consolidated Subsidiaries                                               7,124,207             7,004,314
                                                                                           -----------------     ----------------
Stockholders' Equity:
  Common stock, $.10 par value
     Authorized:  3,500,000 shares
     Issued and outstanding:  1,189,476 shares                                                   118,947               118,947
  Class B Common stock (convertible), $.10 par value
     Authorized:  700,000 shares
     Issued and outstanding: 293,480 shares                                                       29,348                29,348
  Additional paid-in capital                                                                   7,527,278             7,527,278
  Retained earnings                                                                           16,747,002            16,651,363
                                                                                           -----------------     ----------------
     Total Stockholders' Equity                                                               24,422,575            24,326,936
                                                                                           -----------------     ----------------
         Total Liabilities and Stockholders' Equity                                          $36,503,568           $36,737,366
                                                                                           =================     ================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                                  CERBCO, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>
                                                                          For the three months ended Sept. 30
                                                                        ---------------------------------------
                                                                               2000                 1999
                                                                         -----------------     ----------------

Cash Flows from Operating Activities:
<S>                                                                        <C>                   <C>
  Net earnings                                                             $    95,640           $    45,501
  Adjustments to reconcile net earnings
    to net cash used in operations:
    Depreciation and amortization                                              531,644               600,145
    Amounts attributable to non-owned interests                                125,183                17,997
    Deferred income taxes                                                            0                36,000
    Changes in operating assets and liabilities:
      Increase in accounts receivable                                         (622,762)           (1,278,030)
      Decrease in inventories                                                  164,370               124,163
      (Increase) decrease in prepaid expenses                                 (109,086)               59,381
      Decrease in prepaid taxes                                                      0               462,776
      (Decrease) increase in accounts payable and accrued expenses            (196,751)              188,299
      Decrease in income taxes payable                                        (164,000)             (432,921)
                                                                         -----------------     ----------------
  Net Cash Used in Operating Activities                                       (175,762)             (176,689)
                                                                         -----------------     ----------------

Cash Flows from Investing Activities:
  Capital expenditures, net                                                   (131,543)             (694,489)
  Purchase of marketable securities                                         (3,203,122)                    0
  Redemption of marketable securities                                        4,359,458                     0
  Purchase of remaining interests in Midsouth Partners                               0              (948,707)
  Increase in investment in Insituform East                                     (2,930)              (29,265)
  Increase in other assets                                                           0               (20,000)
  Increase in cash surrender value of SERP life insurance                      (22,275)              (75,405)
  Increase in accrued SERP liability                                            66,748                59,333
                                                                         -----------------     ----------------
  Net Cash Provided by (Used in) Investing Activities                        1,066,336            (1,708,533)
                                                                         -----------------     ----------------

Cash Flows from Financing Activities:
  Repayment of loans to Midsouth Partners from non-owned interests                   0              (400,000)
  Principal payments under capital lease obligations                            (7,031)               (9,777)
  Dividends paid                                                              (148,296)             (148,296)
                                                                         -----------------     ----------------
  Net Cash Used in Financing Activities                                       (155,327)             (558,073)
                                                                         -----------------     ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                           735,247            (2,443,295)
Cash and Cash Equivalents at Beginning of Period                             2,344,077            17,050,119
                                                                         -----------------     ----------------
Cash and Cash Equivalents at End of Period                                 $ 3,079,324           $14,606,824
                                                                         =================     ================

Supplemental disclosure of cash flow information:
  Interest paid                                                            $     3,437           $    58,221
                                                                         =================     ================
  Income taxes paid (refunded)                                             $   210,000           $    (5,855)
                                                                         =================     ================
See notes to condensed consolidated financial statements.
</TABLE>


<PAGE>

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

1.       Financial Information

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

         The Condensed  Consolidated Balance Sheet as of September 30, 2000, the
Condensed  Consolidated  Statements  of  Earnings  for the  three  months  ended
September 30, 2000 and 1999, and the Condensed  Consolidated  Statements of Cash
Flows for the three months ended  September 30, 2000 and 1999 have been prepared
by the Company  without audit.  The Condensed  Consolidated  Balance Sheet as of
June 30, 2000  (unaudited)  has been  derived from the  Company's  June 30, 2000
audited  financial  statements.  In the opinion of management,  all  adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations  and cash flows at September 30,
2000 and for all periods presented have been made.

         These statements have been prepared in accordance with the instructions
to Form 10-QSB and  therefore do not  necessarily  include all  information  and
footnotes necessary to a presentation of the financial position,  the results of
operations and the cash flows, in conformity with generally accepted  accounting
principles.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
financial   statements  be  read  in  conjunction  with  the  audited  financial
statements  and notes thereto  included in the CERBCO annual report on Form 10-K
for the fiscal year ended June 30, 2000.  Operating  results for interim periods
are not necessarily indicative of operating results for an entire fiscal year.

2.       Earnings Per Share

         Basic  earnings  per share data are  computed  based upon the  weighted
average number of common shares outstanding during each period. Diluted earnings
per share data are  computed  based upon the weighted  average  number of common
shares  outstanding  during the period including  common stock  equivalents from
dilutive  stock  options,  if any. The weighted  average number of common shares
outstanding  used in computing  diluted  earnings per share for the three months
ended  September  30,  2000 and  1999  include  no net  shares  associated  with
unexercised  dilutive stock options.  The following  numbers of shares have been
used in the earnings per share computations:

                                   For the three months ended Sept. 30
                                   -----------------------------------
                                      2000                1999
                                      ----                ----
                  Basic               1,482,956           1,482,956
                                      =========           =========
                  Diluted             1,482,956           1,482,956
                                      =========           =========

3.       Marketable Securities

         Marketable securities consist of:
                                             Sept. 30, 2000       June 30, 2000
                                            ---------------    -----------------
        Current:
            U.S. Government and agencies      $ 6,677,576         $ 5,844,593
            Corporate                           3,500,000           4,000,000
                                             -----------------    --------------
                                               10,177,576           9,844,593
        Non-current:
            U.S. Government and agencies          741,733           2,231,052
                                             -----------------    --------------
                Total marketable securities   $10,919,309         $12,075,645
                                             =================    ==============




4.       Accounts Receivable

         Accounts receivable consist of:

                                                Sept. 30, 2000     June 30, 2000

        Due from customers                       $6,333,538         $5,400,317
        Miscellaneous                               583,879            894,338
                                                 ----------          -----------
                                                  6,917,417           6,294,655
        Less: Allowance for doubtful accounts             0                   0
                                                 ----------          -----------
                                                 $6,917,417          $6,294,655
                                                 ==========          ===========

5.       Equity in Insituform East

         At September 30, 2000,  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 common 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.

         During the quarter ended  September  30, 2000,  CERBCO  acquired  2,000
shares of Insituform  East Common Stock for $2,929.  The difference  between the
cost of the stock and the net book value thereof,  $2,361,  has been credited to
excess of acquisition cost over value of net assets acquired.

         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, 2000. If all the options  outstanding at September 30, 2000 were  exercised,
the resulting  percentages of CERBCO's  equity  ownership and total voting power
would be 35.6% and 58.5%, 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, 2000.

6.       Accounts Payable and Accrued Liabilities

         Accounts payable and accrued liabilities consist of:

                                                Sept. 30, 2000   June 30, 2000
                                                --------------   -------------

Accounts payable                                  $1,574,534       $1,633,378
Accrued compensation and related expenses          1,042,346        1,180,253
Dividends payable                                          0          148,296
                                                  ----------       ----------
                                                  $2,616,880       $2,961,927
                                                  ==========       ==========

7.       Contingencies

Dispute with ITI - United States District Court for the Middle District of
Tennessee

         As previously reported, on December 3, 1999,  Insituform  Technologies,
Inc.  and its  Netherlands  affiliate  (collectively,  "ITI")  filed suit in the
United  States  District  Court for the Middle  District  of  Tennessee  against
Insituform East and its subsidiary Midsouth Partners.  In its Amended Complaint,
which was filed on June 13,  2000,  ITI  contends  that  Midsouth  Partners  has
violated  a  Settlement  Agreement  entered  into in July 1999 (the  "Settlement
Agreement")  with  respect to certain  litigation  initiated  earlier in 1999 by
allegedly using or failing to timely remove from certain materials and equipment
the  Insituform(R)  trademark.  ITI contends that these alleged  breaches of the
Settlement Agreement also constitute violations of the Lanham Act, the Tennessee
Model Trademark Act, and applicable  state law for the alleged  unauthorized use
of the Insituform trademark. ITI seeks to terminate the Settlement Agreement and
with it Midsouth  Partners' rights to continue to exploit the Insituform process
as  provided  in the  Settlement  Agreement.  ITI  seeks  declarations  (i) that
Midsouth  Partners  has  committed  one  or  more  noncurable  breaches  of  the
Settlement  Agreement;  (ii) that Midsouth  Partners has violated the Lanham Act
and the Tennessee Model Trademark Act; (iii) that Midsouth Partners is no longer
entitled to exploit the Insituform process, to use certain tube labeled with the
name  "Insituform,"  and to  continue  buying  tube from ITI as  provided in the
Settlement  Agreement,  and (iv)  that  the  Settlement  Agreement  is or can be
terminated.  ITI also seeks a declaration  that the right of Insituform East and
its  subsidiaries  to perform  certain  subcontract  work for Midsouth  Partners
pursuant to the Settlement  Agreement is or can be terminated and that the other
provisions  of the  Settlement  Agreement  remain in full force and  effect.  In
addition, ITI seeks unspecified damages.

         ITI  also  contends  that  the  various  license   agreements   between
Insituform  East and ITI bar  Insituform  East from  exploiting  the  Insituform
process,  using the Insituform trademark,  or practicing any cured-in-place pipe
("CIPP")  techniques outside of Insituform East's territories without payment of
the appropriate  cross-over  royalty and regular royalty totaling 20% (except as
otherwise  provided by the  Settlement  Agreement)  and that these  restrictions
extend to Midsouth  Partners as well,  because Midsouth  Partners and Insituform
East are allegedly alter egos of one another.  ITI contends that Insituform East
is using Midsouth Partners to practice CIPP rehabilitation  processes outside of
the territory  provided for in the Settlement  Agreement and that the failure to
pay a royalty and cross-over  royalty  constitutes a breach of Insituform East's
obligations under its license  agreements with ITI. ITI seeks a declaration that
Insituform  East and  Midsouth  Partners  must pay ITI a royalty and  cross-over
royalty totaling 20% (except as otherwise provided by the Settlement  Agreement)
for any CIPP  work  performed  in these  so-called  "Insituform  Owner  Reserved
Territories." ITI also seeks damages in the form of any and all unpaid royalties
and cross-over royalties that are allegedly owed.

         In addition,  ITI seeks a declaration that it is no longer obligated to
make  payments  to  Insituform  East  under its  August 4, 1980  agreement  with
Insituform East's predecessor-in-interest (the "SAW Agreement"), under which ITI
agreed to pay Insituform East's predecessor-in-interest for recruiting potential
licensees of the Insituform process. ITI contends that its acquisition or merger
of  several  such  licensees  has  extinguished  its  obligations  under the SAW
Agreement  to pay  Insituform  East,  which was  assigned  the right to  receive
payments for such licensees in April 1981.

         Trial is  currently  scheduled  for July 31,  2001,  and  discovery  is
underway.  Insituform East has  counterclaimed  for a determination in its favor
that all of its  practices  are lawful and in accord with  existing  agreements.
Insituform East seeks  unspecified  damages from ITI in its  counterclaims.  The
ultimate  outcome and  consequences  of this suit cannot be  ascertained at this
time.

         While it is not possible at this time to establish the ultimate  amount
of  liability,  if any,  associated  with this  suit,  it is the  opinion of the
management of Insituform  East that the aggregate  amount of any such  liability
will not have a material adverse effect on the financial  position of Insituform
East. Conversely, in the opinion of management, in the unforeseen event that the
plaintiffs/counter-defendants  substantially  prevailed on their claims  against
Insituform East and its subsidiary Midsouth Partners,  including the restriction
or elimination of Midsouth  Partners  existing rights to expand nationally or to
practice any CIPP rehabilitation  process methods without payment of royalty and
cross-over  royalty to ITI, such event could have a material  adverse  effect on
the future financial position of Insituform East.

Summary and Other

         Management  believes ultimate resolution of the matters discussed above
will  not  have  a  material  effect  on the  financial  statements  of  CERBCO.
Accordingly,  no provision for these  contingencies has been reflected  therein.
The Company is also involved in other 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  consolidated  net earnings of $95,640 ($0.06 per
share) on sales of $6.3 million for the first  quarter of fiscal year 2001.  For
the  first  quarter  of  the  previous  fiscal  year,  the  Company   recognized
consolidated net earnings of $45,501 ($0.03 per share) on sales of $7.3 million.

         The Company  attributed  its improved  first quarter  results in fiscal
year  2001  primarily  to  the  positive   results  of  Insituform   East,  Inc.
("Insituform   East").   Insituform  East,  the  Company's   majority-controlled
subsidiary and only operating segment,  recognized  consolidated net earnings of
$206,134 on sales of $6.3 million,  contributing  earnings of $80,951 to CERBCO.
In the first  quarter  of the prior  fiscal  year,  Insituform  East  recognized
consolidated  net  earnings  of $58,617 on sales of $7.3  million,  contributing
earnings of $20,731 to CERBCO.  Insituform  East  attributed  its improved first
quarter results,  and its dramatic  turnaround from the previous three quarters,
to a  consistent  flow of  immediately  workable  backlog  and the  impact of an
aggressive cost reduction  program initiated during the fourth quarter of fiscal
year 2000.

         With respect to forward-looking  information, and while there can be no
assurances  regarding the Company's  future operating  performance,  the Company
presently  anticipates  that a  combination  of a  favorable  mix of work  and a
consistently  high volume of  immediately  workable  backlog will be required to
sustain  positive  operating  results through the remainder of fiscal year 2001.
Income from the Company's  non-operating  activities presently is anticipated to
continue to approximate the normal levels of its holding  company  expenses into
the future;  accordingly,  absent unusual items or  circumstance,  the Company's
forward-looking  results  typically are  anticipated to  substantially  parallel
CERBCO's  approximate  39%  participation  in the forward  results of Insituform
East.

         In addition to immediately workable backlog, a primary factor affecting
the Company's  future  performance  remains the volatility of Insituform  East's
earnings as a function of sales volume at normal margins. Accordingly, because a
substantial  portion of Insituform  East's costs are  semi-fixed in nature,  its
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  Insituform  East's  period sales
typically leverage positive earnings significantly.

         In response to continuing  unfavorable  operating  margins,  Insituform
East embarked on an aggressive cost reduction  program in the closing quarter of
fiscal  year 2000 to return  Insituform  East to positive  operating  results in
fiscal year 2001. Additionally,  Insituform East repositioned to provide a range
of customer  service and quality in response to market demand,  including  being
the  low-cost  provider  where  price  alone  is the  predominantly  controlling
procurement factor.

         As previously  reported,  Insituform East's Insituform process licensor
and  former   partner  in  the   Midsouth   Partners   partnership,   Insituform
Technologies, Inc. ("ITI") initiated a second calendar year 1999 lawsuit against
Insituform  East and Midsouth  Partners on December 3, 1999,  following the July
20, 1999 settlement (the Midsouth  Settlement  Agreement) of earlier  litigation
filed March 11, 1999.  The newest  litigation  appears again  targeted by ITI to
usurp for itself  certain  rights  belonging to  Insituform  East or to Midsouth
Partners,  including  Insituform  East's  legitimate  competitive  rights  as  a
licensee and the competitive  rights of Midsouth  Partners  acquired pursuant to
the Midsouth Settlement Agreement. While the ultimate outcome of any litigation,
including ITI's most recent December 1999 litigation,  cannot be  predetermined,
pending  resolution  Insituform East and Midsouth Partners intend to continue to
exercise  their  respective  rights under  license  agreements  and the Midsouth
Settlement  Agreement as exercised prior to the instigation of such  litigation.
Trial of the December 1999 litigation is currently scheduled for July 31, 2001.

Results of Operations

       Three Months Ended 9/30/00 Compared with Three Months Ended 9/30/99

         Consolidated  sales  decreased $1.0 million (13%) from $7.3 million for
the  quarter  ended  September  30, 1999 to $6.3  million for the quarter  ended
September  30, 2000,  due  primarily to the mix of work  performed by Insituform
East.  Work  performed  during the first  quarter of fiscal year 2000 included a
higher volume of larger diameter work producing higher sales per installation.

         Consolidated  operating  results  increased  from an operating  loss of
-$67,658 for the quarter  ended  September  30, 1999 to an  operating  profit of
$32,811 for the quarter ended  September 30, 2000. The  comparable  periods both
benefited  from a high volume of sales at normal  margins and a  correspondingly
low volume of sales at discounted margins.  Consolidated cost of sales decreased
16% in the first quarter of fiscal year 2001 as compared to the first quarter of
fiscal year 2000. As a result,  gross profit as a percentage of sales  increased
from 16% of sales to 18% of sales.  This  increase is due  primarily  to reduced
semi-fixed  operating  costs  during the first  quarter of fiscal year 2001 as a
result of an  aggressive  cost  reduction  program  initiated  during the fourth
quarter  of  fiscal  year  2000.   Insituform   East's   selling,   general  and
administrative  expenses also  decreased 16% in the first quarter of fiscal year
2001, as a result of its aggressive cost reduction program. The parent company's
unallocated  general  corporate  expenses  increased 30% in the first quarter of
fiscal year 2001, primarily as a result of increased legal expenses.

Financial Condition

         During the quarter  ended  September  30,  2000,  the Company used $0.2
million  in  cash  in  operating  activities,  primarily  due to a $0.6  million
increase in accounts receivable that more than offset the impact of $0.5 million
in depreciation and  amortization  expense included in net earnings that did not
require the outlay of cash. The increase in accounts receivable is due primarily
to an increase in  Insituform  East's sales from the quarter ended June 30, 2000
to the quarter ended September 30, 2000 and some delays in customer collections.

         The Company's cash investing  activities  provided $1.0 million in cash
during the quarter ended September 30, 2000, primarily due to the timing between
purchases and redemptions of its investments in marketable debt securities.  The
Company used cash of $0.2 million in its financing activities,  primarily due to
the payment of dividends by the parent company, CERBCO.

         The  Company's  liquidity  remained  strong  with  working  capital  of
approximately  $18.0  million and a current  ratio of 5.8 to 1 at September  30,
2000. The Company anticipates that Insituform East's increased production levels
in the future will require additional capital expenditures.  The parent company,
CERBCO,  has cash and temporary  investments  in excess of $13.0 million  which,
pending longer term  investment,  it believes are more than adequate to meet its
own cash flow requirements and the temporary  requirements of Insituform East in
the foreseeable future.

         As  previously  disclosed,  CERBCO may  purchase  additional  shares of
Common  Stock of  Insituform  East in the future.  CERBCO  expects that any such
purchases  would be made in open  market  transactions,  at the  then-prevailing
market price, and executed through brokers.  Any such purchases will require use
of CERBCO's working capital.

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.



<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         See  Part  I,  Item  1,  "Notes  to  Condensed  Consolidated  Financial
Statements  (unaudited)  - Note  7.  Contingencies"  for  details  concerning  a
previously  disclosed  lawsuit filed in the U.S.  District  Court for the Middle
District of Tennessee against Insituform East and Midsouth Partners.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

         27   - Financial Data Schedule

         99   - CERBCO,  Inc.  Consolidating  Schedules:  Statement  of Earning
                Information  for the three  months  ended  September  30,  2000;
                Balance Sheet Information; and Consolidating Elimination Entries
                as of September 30, 2000.

(b)      Reports on Form 8-K:

         No reports on Form 8-K were filed  during the quarter  ended  September
         30, 2000.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 7, 2000

                               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>


                      Exhibits to CERBCO, Inc. Form 10-QSB





 Exhibit 27.       CERBCO, Inc. Financial Data Schedule

 Exhibit 99.       CERBCO, Inc. Consolidating  Schedules:  Statement of Earnings
                   Information  for the Three Months Ended  September  30, 2000;
                   Balance  Sheet  Information;  and  Consolidating  Elimination
                   Entries as of September 30, 2000.



<PAGE>


<TABLE>
                                  CERBCO, Inc.
           CONSOLIDATING SCHEDULE - STATEMENTS OF EARNINGS INFORMATION
                      THREE MONTHS ENDED SEPTEMBER 30, 2000
                                   (unaudited)

<CAPTION>
                                                        CERBCO, Inc.                         CERBCO, Inc.      Insituform East,
                                                        Consolidated       Eliminations      Unconsolidated      Incorporated

<S>                                                      <C>           <C>   <C>                  <C>                <C>
Sales                                                    $6,332,089          $       0            $     0            $6,332,089
                                                         -----------         -----------      -----------           -----------

Costs and Expenses:
  Cost of sales                                           5,162,982                  0                  0             5,162,982
  Selling, general and administrative expenses            1,136,296                  0            199,140               937,156
                                                         -----------         -----------      -----------           -----------
    Total Costs and Expenses                              6,299,278                  0            199,140             6,100,138
                                                         -----------         -----------      -----------           -----------

Operating Profit (Loss)                                      32,811                  0           (199,140)              231,951
Investment Income                                           246,663    (A)    (102,785)           335,608                13,840
Interest Expense                                             (4,077)   (A)     102,785                  0              (106,862)
Other Income (expense) - net                                 (8,574)                 0            (75,779)               67,205
                                                         -----------         -----------      -----------           -----------

Earnings Before Non-Owned Interests in Insituform
  East and Income Taxes                                     266,823                  0             60,689               206,134

Provision for Income Taxes                                   46,000                  0             46,000                     0
                                                         -----------         -----------      -----------           -----------

Earnings Before Non-Owned Interests in Insituform
  East                                                      220,823                  0             14,689               206,134

Non-Owned Interests in Earnings of Insituform East         (125,183)   (B)    (125,183)                 0                     0
                                                         -----------         -----------      -----------           -----------

                                         NET EARNINGS    $   95,640    (D)   $(125,183)           $14,689            $  206,134
                                                         ===========         ===========      ===========           ===========
</TABLE>

<PAGE>


<TABLE>
                                  CERBCO, Inc.
               CONSOLIDATING SCHEDULE - BALANCE SHEET INFORMATION
                               SEPTEMBER 30, 2000
                                   (unaudited)

<CAPTION>
                                                        CERBCO, Inc.                         CERBCO, Inc.      Insituform East,
                                                         Consolidated      Eliminations      Unconsolidated      Incorporated
ASSETS
Current Assets:
<S>                                                      <C>          <C>    <C>              <C>                   <C>
  Cash and cash equivalents                              $ 3,079,324         $         0      $ 2,212,898           $   866,426
  Marketable securities                                   10,177,576                   0       10,177,576                     0
  Accounts receivable                                      6,917,417                   0          210,087             6,707,330
  Inventories                                              1,256,734                   0                0             1,256,734
  Prepaid and refundable taxes                                22,895                   0                0                22,895
  Prepaid expenses and other                                 313,467                   0            7,000               306,467
                                                         -----------         -----------      -----------           -----------

                                 TOTAL CURRENT ASSETS     21,767,413                   0       12,607,561             9,159,852

Investment in and Advances to Subsidiary:
  Investment in subsidiary                                         0    (C)   (6,125,965)       6,125,965                     0
  Intercompany receivables and payables                            0                   0        4,838,130            (4,838,130)

Property, Plant and Equipment - net of accumulated        27,268,723                   0          236,291            27,032,432
  depreciation                                           (17,341,561)                  0         (161,045)          (17,180,516)

Other Assets:
  Excess of acquisition cost over value of net assets
   acquired - net                                          1,599,942    (C)    1,599,942                0                     0
  Cash surrender value of SERP life insurance              2,409,562                   0        2,161,779               247,783
  Marketable securities                                      741,733                   0          741,733                     0
  Deposits and other                                          57,756                   0           44,489                13,267
                                                         -----------         -----------      -----------           -----------

                                         TOTAL ASSETS    $36,503,568         $(4,526,023)     $26,594,903           $14,434,688
                                                         ===========         ===========      ===========           ===========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable and accrued liabilities               $ 2,616,880         $         0       $   99,323           $ 2,517,557
  Income taxes payable                                     1,107,708                   0        1,097,708                10,000
  Current portion of capital lease obligations                30,976                   0                0                30,976
                                                         -----------         -----------      -----------           -----------

                            TOTAL CURRENT LIABILITIES      3,755,564                   0        1,197,031             2,558,533
                                                         -----------         -----------      -----------           -----------

Long-Term Liabilities:
  Capital lease obligations                                   34,754                   0                0                34,754
  Accrued SERP liability                                   1,166,468                   0        1,056,248               110,220
                                                         -----------         -----------      -----------           -----------
                          TOTAL LONG-TERM LIABILITIES      1,201,222                   0        1,056,248               144,974
                                                         -----------         -----------      -----------           -----------
                                    TOTAL LIABILITIES      4,956,786                   0        2,253,279             2,703,507
                                                         -----------         -----------      -----------           -----------

Non-Owned Interests                                        7,124,207  (B)(C)   7,124,207                0                     0
                                                         -----------         -----------      -----------           -----------

Stockholders' Equity:
  Common stock                                               118,947    (C)     (175,486)         118,947               175,486
  Class B Common stock                                        29,348    (C)      (11,904)          29,348                11,904
  Additional paid-in capital                               7,527,278    (C)   (4,000,424)       7,527,278             4,000,424
  Retained earnings                                       16,747,002  (C)(D)  (8,652,029)      16,666,051             8,732,980
  Treasury stock                                                   0    (C)    1,189,613                0            (1,189,613)
                                                         -----------         -----------      -----------           -----------
                           TOTAL STOCKHOLDERS' EQUITY     24,422,575         (11,650,230)      24,341,624            11,731,181
                                                         -----------         -----------      -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $36,503,568         $(4,526,023)     $26,594,903           $14,434,688
                                                         ===========         ===========      ===========           ===========
</TABLE>


<PAGE>


<TABLE>
                                  CERBCO, Inc.
                        CONSOLIDATING ELIMINATION ENTRIES
                               SEPTEMBER 30, 2000
                                   (unaudited)

<CAPTION>
                                  (A)
<S>                                                                                <C>                  <C>
Investment income                                                                  $  102,785
  Interest expense                                                                                      $  102,785
To eliminate interest expense paid by Insituform East to CERBCO in the
three months ended September 30, 2000.

                                  (B)
Non-owned interests in earnings of subsidiary                                      $  125,183
  Non-owned interests                                                                                   $  125,183
To record non-owned interests in earnings of Insituform East
for the three months ended September 30, 2000.

                                  (C)
Common stock                                                                       $  175,486
Class B stock                                                                          11,904
Additional paid-in capital                                                          4,000,424
Retained earnings                                                                   8,526,846
Excess of acquisition cost over value of net assets acquired                        1,599,942
  Treasury stock                                                                                        $1,189,613
  Non-owned interests                                                                                    6,999,024
  Investment in subsidiary                                                                               6,125,965
To eliminate investments in consolidated subsidiaries.

                                  (D)
Retained Earnings                                                                  $  125,183
    Current year  earnings  adjustments  $125,183 To close out impact of current
quarter's statement of earnings.

</TABLE>