SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)                 March 7, 1997
                                                                 -------------




                                  CERBCO, Inc.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


                0-16749                                   54-1448835
      (Commission File Number)                (IRS Employer Identification No.)



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



               Registrant's telephone number including area code:
                              (301) 773-1784 (tel)
                              (301) 322-3041 (fax)
                 (301) 773-4560 (24-Hour Fax Vault Information)


                                      None
                       (Former name or former address, if
                           changed since last report)





<PAGE>



Item 2.    Acquisition or Disposition of Assets

           CERBCO,  Inc.  ("CERBCO")  has entered into a definitive  Investment,
Redemption and Stock  Purchase  Agreement  (the  "Agreement")  pursuant to which
Capitol Office  Solutions,  Inc. ("COS") will redeem CERBCO's entire  two-thirds
stake  in COS  held  by  CERBCO's  wholly-owned  subsidiary,  CERBERONICS,  Inc.
("CERBERONICS"),  for a redemption price of approximately $19,000,000. Under the
Agreement, CERBCO, through CERBERONICS,  will also receive a two-thirds share of
an approximate $5,000,000 pre-redemption dividend of excess cash to be disbursed
by COS,  for a total of  approximately  $22,000,000  in cash to be  received  by
CERBCO, subject to formula adjustment based upon audited financial statements at
the time of closing.

           COS is a provider  of copier and fax  equipment  sales,  service  and
supplies in the Washington,  DC and Baltimore, MD metropolitan areas. Additional
parties to the Agreement include Armen Manoogian,  President and one-third owner
of COS, and Golder, Thoma, Cressey, Rauner Fund IV of Chicago, IL.

           The  transaction  is  conditioned,  among other  things,  upon CERBCO
receiving an opinion from an investment banker stating that the consideration to
be received is fair to CERBCO.  The  transaction  is also subject to receiving a
favorable vote of CERBCO's shareholders. The transaction is expected to close on
or before June 30, 1997.

Item 7.    Financial Statements and Exhibits

           The following  unaudited  pro forma  condensed  consolidated  balance
sheet  represents  CERBCO's  financial  position at December  31, 1996 as if the
disposition  by CERBCO of COS had occurred on that date. The unaudited pro forma
condensed  consolidated  statements  of  operations  represent  the  results  of
CERBCO's  operations  for the year ended June 30, 1996 and the six months  ended
December 31, 1996 as if the disposition of COS had occurred on July 1, 1995. The
unaudited pro forma adjustments are based upon available information and certain
assumptions  and estimates which the Company  believes are reasonable  under the
circumstances.  The  unaudited pro forma results do not purport to be indicative
of the results that would have obtained had the COS disposition  occurred at the
beginning of the periods presented,  nor are they intended to be a projection of
future results. The unaudited pro forma financial  information should be read in
conjunction with the notes thereto.



<PAGE>



<TABLE>
CERBCO, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996

<CAPTION>
                                                                 Pro Forma
                                                                  Entries         Pro Forma      Pro Forma
                                                                to Reverse         Entries      As Adjusted
($ in thousands)                           CERBCO, Inc.        Consolidation     to Dispose       for COS
                                           Consolidated           of COS           of COS       Disposition
ASSETS

Current Assets:
<S>                                           <C>           <C>   <C>        <C>   <C>             <C>    
  Cash and cash equivalents                   $10,814       (a)   ($4,456)   (c)   $22,000         $28,358
  Accounts receivable                           8,997       (a)    (2,857)               0           6,140
  Inventories                                   3,538       (a)    (2,143)               0           1,395
  Deferred income taxes                           133       (a)      (133)               0               0
  Prepaid expenses and other                    1,022       (a)      (131)               0             891
                                                -----                ----                -             ---
                      TOTAL CURRENT ASSETS     24,504              (9,720)          22,000          36,784

Property, Plant and Equipment -
  net of accummulated depreciation             12,051       (a)      (181)               0          11,870

Other Assets:
  Investment in COS                                 0       (b)     6,887    (c)    (6,887)              0
  Excess of acquisition cost over
    value of net assets acquired - net          4,649       (a)    (2,196)               0           2,453
  Deferred income taxes                            41       (a)       (41)               0               0
  Deposits and other                              887       (a)       (24)               0             863
                                                  ---                 ---                -             ---
                              TOTAL ASSETS    $42,132             ($5,275)         $15,113         $51,970
                                              =======             =======          =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued
    liabilities                                $5,047       (a)   ($1,106)              $0          $3,941
  Income taxes payable                            198       (a)      (168)   (c)     5,100           5,130
  Deferred revenue                                527       (a)      (527)               0               0
  Current portion of capital lease obligations     44       (a)       (14)               0              30
                                                   --                 ---                -              --
         TOTAL CURRENT LIABILITIES              5,816              (1,815)           5,100           9,101

Long-Term Liabilities:
  Capital lease obligations                       170       (a)       (16)               0             154
  Deferred income taxes                         1,032                   0                0           1,032
  Other                                           364                   0                0             364
                                                  ---                   -                -             ---
                         TOTAL LIABILITIES      7,382              (1,831)           5,100          10,651
                                                -----              ------            -----          ------

Non-Owned Interests                            16,951       (a)    (3,444)               0          13,507
                                               ------              ------                -          ------

Stockholders' Equity:
  Common stock                                    117                   0                0             117
  Class B common stock                             31                   0                0              31
  Additional paid-in capital                    7,478                   0                0           7,478
  Retained earnings                            10,173                   0    (c)    10,013          20,186
                                               ------                   -           ------          ------
                TOTAL STOCKHOLDERS' EQUITY     17,799                   0           10,013          27,812
                                               ------                   -           ------          ------
                     TOTAL LIABILITIES AND
                      STOCKHOLDERS' EQUITY    $42,132             ($5,275)         $15,113         $51,970
                                              =======             =======          =======         =======

See notes to unaudited pro forma condensed consolidated financial information.
</TABLE>

<PAGE>



<TABLE>
CERBCO, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996

<CAPTION>
                                                              Pro Forma
                                                               Entries            Pro Forma      Pro Forma
                                                             to Reverse            Entries      As Adjusted
($ in thousands)                           CERBCO, Inc.     Consolidation        to Dispose       for COS
                                           Consolidated        of COS              of COS       Disposition

<S>                                           <C>           <C>  <C>                    <C>        <C>    
SALES                                         $23,459       (d)  ($11,501)              $0         $11,958
                                              -------            --------               --         -------

COSTS AND EXPENSES:
  Cost of sales                                16,753       (d)    (7,146)               0           9,607
  Selling, general and administrative
     expenses                                   4,957       (d)    (1,944)               0           3,013
                                                -----              ------                -          ------  
    Total Costs and Expenses                   21,710              (9,090)               0          12,620
                                               ------              ------                -          ------

Operating Profit (Loss)                         1,749              (2,411)               0            (662)
Investment Income                                 301       (d)      (108)               0             193
Interest Expense                                  (17)      (d)         2                0             (15)
Other Income (Expense) - net                       (2)      (d)        36                0              34
                                                   --                  --                -              --
Earnings (Loss) Before Income Taxes and
  Non-Owned Interests                           2,031              (2,481)               0            (450)

Provision (Credit) for Income Taxes               728       (d)      (875)               0            (147)
                                                  ---                ----                -            ---- 

Earnings (Loss) Before Non-Owned Interests      1,303              (1,606)               0            (303)

Non-Owned Interests in Earnings of
  Consolidated Subs                               553       (d)      (535)               0              18
                                                  ---                ----                -              --

NET EARNINGS (LOSS)                              $750             ($1,071)              $0           ($321)
                                                 ====             =======               ==           =====

NET EARNINGS (LOSS)
  PER SHARE                                     $0.51              ($0.73)           $0.00          ($0.22)
                                                =====              ======            =====          ====== 


See notes to unaudited pro forma condensed consolidated financial information.
</TABLE>



<PAGE>



<TABLE>
CERBCO, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996

<CAPTION>
                                                              Pro Forma
                                                               Entries            Pro Forma      Pro Forma
                                                             to Reverse            Entries      As Adjusted
($ in thousands)                           CERBCO, Inc.     Consolidation        to Dispose       for COS
                                           Consolidated        of COS              of COS       Disposition

<S>                                           <C>           <C>  <C>                    <C>        <C>    
SALES                                         $50,680       (e)  ($20,209)              $0         $30,471
                                              -------            --------               --         -------

COSTS AND EXPENSES:
  Cost of sales                                34,325       (e)   (12,037)               0          22,288
  Selling, general and administrative
    expenses                                    9,342       (e)    (3,710)               0           5,632
                                                -----              ------                -           -----
    Total Costs and Expenses                   43,667             (15,747)               0          27,920
                                               ------             -------                -          ------

Operating Profit                                7,013              (4,462)               0           2,551
Investment Income                                 380       (e)       (89)               0             291
Interest Expense                                  (28)      (e)        11                0             (17)
Other Income - net                                248       (e)        48                0             296
                                                  ---                  --                -             ---
Earnings Before Income Taxes and
  Non-Owned Interests                           7,613              (4,492)               0           3,121

Provision for Income Taxes                      2,854       (e)    (1,780)               0           1,074
                                                -----              ------                -           -----

Earnings Before Non-Owned Interests             4,759              (2,712)               0           2,047

Non-Owned Interests in Earnings of
  Consolidated Subs                             2,704       (e)      (904)               0           1,800
                                                -----                ----                -           -----

NET EARNINGS                                   $2,055             ($1,808)              $0            $247
                                               ======             =======               ==            ====

NET EARNINGS PER SHARE                          $1.40              ($1.23)           $0.00           $0.17
                                                =====               =====            =====           =====


See notes to unaudited pro forma condensed consolidated financial information.
</TABLE>


<PAGE>

Description of Unaudited Pro Forma Entries

(a)  represents COS's historical amounts at December 31, 1996.

(b) represents  CERBCO's investment in COS at December 31, 1996 using the equity
method.

(c)  represents the disposition transaction described in Item 2.

(d)  represents COS's historical amounts for the six months ended December 31,
     1996.

(e)  represents COS's historical amounts for the year ended June 30, 1996.


NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION

1.   Basis of Presentation

     The  unaudited  pro  forma  financial  information  presented  is  based on
CERBCO's  financial  position and results of  operations as of December 31, 1996
and for the  periods  ended June 30, 1996 and  December  31,  1996,  showing the
effect of the  deletion of COS from the  consolidated  entity and the receipt of
the cash proceeds from the transaction. The pro forma statements do not show any
interest income that might have been earned on the cash proceeds.  The unaudited
pro  forma  financial  information  has been  prepared  in  accordance  with the
instructions to Article 11, Regulation S-X.

2.   Earnings Per Share

     Earnings per share data have been computed based upon the weighted  average
number of common shares  outstanding  and common share  equivalents  during each
period. The following numbers of shares have been used in the computations.

                            Six Months Ended                      Year Ended
                            December 31, 1996                    June 30, 1996
                            -----------------                    -------------

                                1,468,445                          1,465,169
                                =========                          =========

3.   Tax Effects of Pro Forma Adjustments

     The tax effects of the stock redemption  transaction and the pre-redemption
dividend are calculated at the statutory rates in effect at December 31, 1996.


                                   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 hereunto duly authorized.

Date:  March 21, 1997                                   CERBCO, Inc.
                                                        (Registrant)


                                               By:   /s/ Robert W. Erikson
                                                     Robert W. Erikson
                                                     President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K WITH PRO FORMA FINANCIALS", "secsgml_size_bytes": 18400}]
{"company-data": {"conformed-name": "CERBCO INC", "cik": "0000826821", "assigned-sic": "1700", "irs-number": "541448835", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16749", "film-number": "97564397"}, "business-address": {"street1": "3421 PENNSY DR", "city": "LANDOVER", "state": "MD", "zip": "20785", "phone": "3013223041"}, "mail-address": {"street1": "3421 PENNSY DRIVE", "street2": "3421 PENNSY DRIVE", "city": "LANDOVER", "state": "MD", "zip": "20785"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                 March 7, 1997
                                                                 -------------

                                  CERBCO, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                0-16749                                   54-1448835
      (Commission File Number)                (IRS Employer Identification No.)

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

               Registrant's telephone number including area code:
                              (301) 773-1784 (tel)
                              (301) 322-3041 (fax)
                 (301) 773-4560 (24-Hour Fax Vault Information)

                                      None
                       (Former name or former address, if
                           changed since last report)
Item 2.    Acquisition or Disposition of Assets

           CERBCO,  Inc.  ("CERBCO")  has entered into a definitive  Investment,
Redemption and Stock  Purchase  Agreement  (the  "Agreement")  pursuant to which
Capitol Office  Solutions,  Inc. ("COS") will redeem CERBCO's entire  two-thirds
stake  in COS  held  by  CERBCO's  wholly-owned  subsidiary,  CERBERONICS,  Inc.
("CERBERONICS"),  for a redemption price of approximately $19,000,000. Under the
Agreement, CERBCO, through CERBERONICS,  will also receive a two-thirds share of
an approximate $5,000,000 pre-redemption dividend of excess cash to be disbursed
by COS,  for a total of  approximately  $22,000,000  in cash to be  received  by
CERBCO, subject to formula adjustment based upon audited financial statements at
the time of closing.

           COS is a provider  of copier and fax  equipment  sales,  service  and
supplies in the Washington,  DC and Baltimore, MD metropolitan areas. Additional
parties to the Agreement include Armen Manoogian,  President and one-third owner
of COS, and Golder, Thoma, Cressey, Rauner Fund IV of Chicago, IL.

           The  transaction  is  conditioned,  among other  things,  upon CERBCO
receiving an opinion from an investment banker stating that the consideration to
be received is fair to CERBCO.  The  transaction  is also subject to receiving a
favorable vote of CERBCO's shareholders. The transaction is expected to close on
or before June 30, 1997.

Item 7.    Financial Statements and Exhibits

           The following  unaudited  pro forma  condensed  consolidated  balance
sheet  represents  CERBCO's  financial  position at December  31, 1996 as if the
disposition  by CERBCO of COS had occurred on that date. The unaudited pro forma
condensed  consolidated  statements  of  operations  represent  the  results  of
CERBCO's  operations  for the year ended June 30, 1996 and the six months  ended
December 31, 1996 as if the disposition of COS had occurred on July 1, 1995. The
unaudited pro forma adjustments are based upon available information and certain
assumptions  and estimates which the Company  believes are reasonable  under the
circumstances.  The  unaudited pro forma results do not purport to be indicative
of the results that would have obtained had the COS disposition  occurred at the
beginning of the periods presented,  nor are they intended to be a projection of
future results. The unaudited pro forma financial  information should be read in
conjunction with the notes thereto.
CERBCO, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
Pro Forma
                                                                  Entries         Pro Forma      Pro Forma
                                                                to Reverse         Entries      As Adjusted
($ in thousands)                           CERBCO, Inc.        Consolidation     to Dispose       for COS
                                           Consolidated           of COS           of COS       Disposition
ASSETS

Current Assets:
Cash and cash equivalents                   $10,814       (a)   ($4,456)   (c)   $22,000         $28,358
  Accounts receivable                           8,997       (a)    (2,857)               0           6,140
  Inventories                                   3,538       (a)    (2,143)               0           1,395
  Deferred income taxes                           133       (a)      (133)               0               0
  Prepaid expenses and other                    1,022       (a)      (131)               0             891
                                                -----                ----                -             ---
                      TOTAL CURRENT ASSETS     24,504              (9,720)          22,000          36,784

Property, Plant and Equipment -
  net of accummulated depreciation             12,051       (a)      (181)               0          11,870

Other Assets:
  Investment in COS                                 0       (b)     6,887    (c)    (6,887)              0
  Excess of acquisition cost over
    value of net assets acquired - net          4,649       (a)    (2,196)               0           2,453
  Deferred income taxes                            41       (a)       (41)               0               0
  Deposits and other                              887       (a)       (24)               0             863
                                                  ---                 ---                -             ---
                              TOTAL ASSETS    $42,132             ($5,275)         $15,113         $51,970
                                              =======             =======          =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued
    liabilities                                $5,047       (a)   ($1,106)              $0          $3,941
  Income taxes payable                            198       (a)      (168)   (c)     5,100           5,130
  Deferred revenue                                527       (a)      (527)               0               0
  Current portion of capital lease obligations     44       (a)       (14)               0              30
                                                   --                 ---                -              --
         TOTAL CURRENT LIABILITIES              5,816              (1,815)           5,100           9,101

Long-Term Liabilities:
  Capital lease obligations                       170       (a)       (16)               0             154
  Deferred income taxes                         1,032                   0                0           1,032
  Other                                           364                   0                0             364
                                                  ---                   -                -             ---
                         TOTAL LIABILITIES      7,382              (1,831)           5,100          10,651
                                                -----              ------            -----          ------

Non-Owned Interests                            16,951       (a)    (3,444)               0          13,507
                                               ------              ------                -          ------

Stockholders' Equity:
  Common stock                                    117                   0                0             117
  Class B common stock                             31                   0                0              31
  Additional paid-in capital                    7,478                   0                0           7,478
  Retained earnings                            10,173                   0    (c)    10,013          20,186
                                               ------                   -           ------          ------
                TOTAL STOCKHOLDERS' EQUITY     17,799                   0           10,013          27,812
                                               ------                   -           ------          ------
                     TOTAL LIABILITIES AND
                      STOCKHOLDERS' EQUITY    $42,132             ($5,275)         $15,113         $51,970
                                              =======             =======          =======         =======

See notes to unaudited pro forma condensed consolidated financial information.
CERBCO, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
Pro Forma
                                                               Entries            Pro Forma      Pro Forma
                                                             to Reverse            Entries      As Adjusted
($ in thousands)                           CERBCO, Inc.     Consolidation        to Dispose       for COS
                                           Consolidated        of COS              of COS       Disposition
SALES                                         $23,459       (d)  ($11,501)              $0         $11,958
                                              -------            --------               --         -------

COSTS AND EXPENSES:
  Cost of sales                                16,753       (d)    (7,146)               0           9,607
  Selling, general and administrative
     expenses                                   4,957       (d)    (1,944)               0           3,013
                                                -----              ------                -          ------  
    Total Costs and Expenses                   21,710              (9,090)               0          12,620
                                               ------              ------                -          ------

Operating Profit (Loss)                         1,749              (2,411)               0            (662)
Investment Income                                 301       (d)      (108)               0             193
Interest Expense                                  (17)      (d)         2                0             (15)
Other Income (Expense) - net                       (2)      (d)        36                0              34
                                                   --                  --                -              --
Earnings (Loss) Before Income Taxes and
  Non-Owned Interests                           2,031              (2,481)               0            (450)

Provision (Credit) for Income Taxes               728       (d)      (875)               0            (147)
                                                  ---                ----                -            ---- 

Earnings (Loss) Before Non-Owned Interests      1,303              (1,606)               0            (303)

Non-Owned Interests in Earnings of
  Consolidated Subs                               553       (d)      (535)               0              18
                                                  ---                ----                -              --

NET EARNINGS (LOSS)                              $750             ($1,071)              $0           ($321)
                                                 ====             =======               ==           =====

NET EARNINGS (LOSS)
  PER SHARE                                     $0.51              ($0.73)           $0.00          ($0.22)
                                                =====              ======            =====          ====== 

See notes to unaudited pro forma condensed consolidated financial information.
CERBCO, Inc.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1996
Pro Forma
                                                               Entries            Pro Forma      Pro Forma
                                                             to Reverse            Entries      As Adjusted
($ in thousands)                           CERBCO, Inc.     Consolidation        to Dispose       for COS
                                           Consolidated        of COS              of COS       Disposition
SALES                                         $50,680       (e)  ($20,209)              $0         $30,471
                                              -------            --------               --         -------

COSTS AND EXPENSES:
  Cost of sales                                34,325       (e)   (12,037)               0          22,288
  Selling, general and administrative
    expenses                                    9,342       (e)    (3,710)               0           5,632
                                                -----              ------                -           -----
    Total Costs and Expenses                   43,667             (15,747)               0          27,920
                                               ------             -------                -          ------

Operating Profit                                7,013              (4,462)               0           2,551
Investment Income                                 380       (e)       (89)               0             291
Interest Expense                                  (28)      (e)        11                0             (17)
Other Income - net                                248       (e)        48                0             296
                                                  ---                  --                -             ---
Earnings Before Income Taxes and
  Non-Owned Interests                           7,613              (4,492)               0           3,121

Provision for Income Taxes                      2,854       (e)    (1,780)               0           1,074
                                                -----              ------                -           -----

Earnings Before Non-Owned Interests             4,759              (2,712)               0           2,047

Non-Owned Interests in Earnings of
  Consolidated Subs                             2,704       (e)      (904)               0           1,800
                                                -----                ----                -           -----

NET EARNINGS                                   $2,055             ($1,808)              $0            $247
                                               ======             =======               ==            ====

NET EARNINGS PER SHARE                          $1.40              ($1.23)           $0.00           $0.17
                                                =====               =====            =====           =====

See notes to unaudited pro forma condensed consolidated financial information.
Description of Unaudited Pro Forma Entries

(a)  represents COS's historical amounts at December 31, 1996.

(b) represents  CERBCO's investment in COS at December 31, 1996 using the equity
method.

(c)  represents the disposition transaction described in Item 2.

(d)  represents COS's historical amounts for the six months ended December 31,
     1996.

(e)  represents COS's historical amounts for the year ended June 30, 1996.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION

1.   Basis of Presentation

     The  unaudited  pro  forma  financial  information  presented  is  based on
CERBCO's  financial  position and results of  operations as of December 31, 1996
and for the  periods  ended June 30, 1996 and  December  31,  1996,  showing the
effect of the  deletion of COS from the  consolidated  entity and the receipt of
the cash proceeds from the transaction. The pro forma statements do not show any
interest income that might have been earned on the cash proceeds.  The unaudited
pro  forma  financial  information  has been  prepared  in  accordance  with the
instructions to Article 11, Regulation S-X.

2.   Earnings Per Share

     Earnings per share data have been computed based upon the weighted  average
number of common shares  outstanding  and common share  equivalents  during each
period. The following numbers of shares have been used in the computations.

                            Six Months Ended                      Year Ended
                            December 31, 1996                    June 30, 1996
                            -----------------                    -------------

                                1,468,445                          1,465,169
                                =========                          =========

3.   Tax Effects of Pro Forma Adjustments

     The tax effects of the stock redemption  transaction and the pre-redemption
dividend are calculated at the statutory rates in effect at December 31, 1996.

                                   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 hereunto duly authorized.

Date:  March 21, 1997                                   CERBCO, Inc.
                                                        (Registrant)

                                               By:   /s/ Robert W. Erikson
                                                     Robert W. Erikson
                                                     President