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 5.    Other Events.

           See press  release of the  registrant  dated  March 7, 1997  attached
hereto.



                                   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 7, 1997                               CERBCO, Inc.
                                                   (Registrant)


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


<PAGE>



                                                                  PRESS RELEASE
                                                          For Immediate Release

              CERBCO ANTICIPATES $22 MILLION IN DEAL TO EXIT COPIER
                                   SUBSIDIARY

         LANDOVER,  MD,  March 7,  1997 -  CERBCO,  Inc.  [NASDAQ:  CERB]  today
announced that it 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 will
also  receive a two-thirds  share of an  approximate  $5,000,000  pre-redemption
dividend  of  excess  cash to be  disbursed  prior  to  closing.  The  total  of
approximately $22,000,000 in cash to be received by CERBERONICS, to include both
the redemption price and the pre-redemption dividend, will be subject to formula
adjustment  based upon audited  financial  statements at the time of closing and
would  represent  a pretax  gain of  approximately  $10.00  per  share to CERBCO
stockholders.  Additional  parties to the  Agreement  include  Armen  Manoogian,
President and one-third owner of COS, and Golder, Thoma, Cressey, Rauner Fund IV
("GTCR") of Chicago,  Illinois.  GTCR is the  controlling  shareholder of Global
Imaging Systems,  Inc. of Tampa,  Florida,  one of three  nationally  recognized
consolidators of copier dealerships.

         COS is a  provider  of copier  and fax  equipment  sales,  service  and
supplies in the Washington,  DC and Baltimore,  MD metropolitan areas.  CERBCO's
controlling  interest in  Insituform  East,  Incorporated,  its other  principal
operating subsidiary also held through CERBERONICS, will not be affected by this
transaction.

          In connection with the transaction, GTCR will acquire from Manoogian a
portion  of his  current  interest  in COS  for  approximately  $5,000,000,  and
Manoogian will ratably  participate in the  pre-redemption  dividend.  GTCR will
acquire  additional  newly issued COS shares  through an  investment of at least
$1,000,000,  and will  arrange the  additional  financing  that COS will need to
redeem CERBERONICS' shares. After the investment and redemption,  GTCR will have
a two-thirds interest,  and Manoogian a one-third interest, in the recapitalized
and leveraged COS.

         For the purposes of this transaction, COS (excluding the pre-redemption
dividend) is being valued at $27,000,000.  CERBERONICS'  $19,000,000  redemption
price is equal to two-thirds of $27,000,000  plus a $1,000,000  control premium.
Manoogian's  minority interest is being valued at $8,000,000 which, coupled with
his one-third participation in the pre-redemption  dividend,  places Manoogian's
transaction value at approximately  $10,000,000.  The total  transaction  value,
including the value of the  anticipated  pre-redemption  dividend,  is therefore
estimated to be approximately $32,000,000.

         To provide  continuity of  management  and ensure  continued  excellent
financial performance, Manoogian will stay on as President of COS and George and
Robert Erikson,  currently directors of COS and principal shareholders of CERBCO
(the "Eriksons"), will serve as consultants to COS for a period of three years.

         The  transaction  is  conditioned,  among  other  things,  upon  CERBCO
receiving an opinion from an investment  banker  stating that the  consideration
for the  redemption  of  CERBERONICS'  shares  of COS is fair to  CERBCO  from a
financial  point of  view.  The  transaction  is also  subject  to  receiving  a
favorable vote of a majority of CERBCO shareholders other than the Eriksons, and
upon other  customary  conditions of transactions of this type. The Eriksons are
in favor of the transaction and have agreed to vote their CERBCO shares in favor
of the transaction, but only if there is likewise a favorable vote of a majority
of CERBCO  shareholders other than the Eriksons.  The parties anticipate closing
the transaction on or before June 30, 1997.

         George Erikson,  Chairman of CERBCO,  said, "The Board is pleased to be
in a position to submit this transaction to the  shareholders for approval.  The
Board was  unanimous in its belief that this  transaction  offers  CERBCO a fine
return on its investment in COS. This favorable sale is consistent with CERBCO's
policy of maintaining  strategic  flexibility to enter or exit different markets
on an opportunistic  basis. We have carefully watched the  consolidations  which
have taken place in the copier dealer and service  industry in recent years, and
we believe that this is the right deal at the right time."

         Robert Erikson,  President and Treasurer of CERBCO, added, "Considering
the excellent  financial results of COS in recent years, the question  naturally
arises as to why CERBCO would presently entertain exiting such a star performer.
In partial answer, we are very mindful of an adage attributed to Bernard Baruch.
When  asked,  'How did you become so rich?' he  replied,  'By selling too soon.'
Similarly,  we are not  proposing  the COS  transaction  for  CERBCO to meet any
presently  identified  cash  needs.  Rather,  we simply  believe  it may be both
prudent and a real opportunity for CERBCO to have a strong liquid position going
forward.  We presently have the opportunity to lock in enormous gain and capture
large  unrealized  market  appreciation  at the very time both of a  potentially
overheated  stock market and of growing  uncertainties  for  independent  copier
dealers  facing  competition  from  large  or  emerging   consolidators  in  the
industry."

         CERBCO, Inc. [NASDAQ:  CERB] is a parent holding company which, through
its  wholly-owned  subsidiary  CERBERONICS,  Inc., has controlling  interests in
Insituform East,  Incorporated [NASDAQ: INEI] (excavationless sewer and pipeline
rehabilitation),  and Capitol Office  Solutions,  Inc. (copier and fax equipment
sales, service and supplies).

                                       ***
Contact:          Robert W. Erikson                        George Wm. Erikson
                  President                                Chairman
                  (301) 773-1784                           (301) 773-1784
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K REPORTING OTHER EVENTS", "secsgml_size_bytes": 8488}]
{"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": "97554924"}, "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 5.    Other Events.

           See press  release of the  registrant  dated  March 7, 1997  attached
hereto.

                                   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 7, 1997                               CERBCO, Inc.
                                                   (Registrant)

                                             By:   /s/ Robert W. Erikson
                                                   Robert W. Erikson
                                                   President
PRESS RELEASE
                                                          For Immediate Release

              CERBCO ANTICIPATES $22 MILLION IN DEAL TO EXIT COPIER
                                   SUBSIDIARY

         LANDOVER,  MD,  March 7,  1997 -  CERBCO,  Inc.  [NASDAQ:  CERB]  today
announced that it 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 will
also  receive a two-thirds  share of an  approximate  $5,000,000  pre-redemption
dividend  of  excess  cash to be  disbursed  prior  to  closing.  The  total  of
approximately $22,000,000 in cash to be received by CERBERONICS, to include both
the redemption price and the pre-redemption dividend, will be subject to formula
adjustment  based upon audited  financial  statements at the time of closing and
would  represent  a pretax  gain of  approximately  $10.00  per  share to CERBCO
stockholders.  Additional  parties to the  Agreement  include  Armen  Manoogian,
President and one-third owner of COS, and Golder, Thoma, Cressey, Rauner Fund IV
("GTCR") of Chicago,  Illinois.  GTCR is the  controlling  shareholder of Global
Imaging Systems,  Inc. of Tampa,  Florida,  one of three  nationally  recognized
consolidators of copier dealerships.

         COS is a  provider  of copier  and fax  equipment  sales,  service  and
supplies in the Washington,  DC and Baltimore,  MD metropolitan areas.  CERBCO's
controlling  interest in  Insituform  East,  Incorporated,  its other  principal
operating subsidiary also held through CERBERONICS, will not be affected by this
transaction.

          In connection with the transaction, GTCR will acquire from Manoogian a
portion  of his  current  interest  in COS  for  approximately  $5,000,000,  and
Manoogian will ratably  participate in the  pre-redemption  dividend.  GTCR will
acquire  additional  newly issued COS shares  through an  investment of at least
$1,000,000,  and will  arrange the  additional  financing  that COS will need to
redeem CERBERONICS' shares. After the investment and redemption,  GTCR will have
a two-thirds interest,  and Manoogian a one-third interest, in the recapitalized
and leveraged COS.

         For the purposes of this transaction, COS (excluding the pre-redemption
dividend) is being valued at $27,000,000.  CERBERONICS'  $19,000,000  redemption
price is equal to two-thirds of $27,000,000  plus a $1,000,000  control premium.
Manoogian's  minority interest is being valued at $8,000,000 which, coupled with
his one-third participation in the pre-redemption  dividend,  places Manoogian's
transaction value at approximately  $10,000,000.  The total  transaction  value,
including the value of the  anticipated  pre-redemption  dividend,  is therefore
estimated to be approximately $32,000,000.

         To provide  continuity of  management  and ensure  continued  excellent
financial performance, Manoogian will stay on as President of COS and George and
Robert Erikson,  currently directors of COS and principal shareholders of CERBCO
(the "Eriksons"), will serve as consultants to COS for a period of three years.

         The  transaction  is  conditioned,  among  other  things,  upon  CERBCO
receiving an opinion from an investment  banker  stating that the  consideration
for the  redemption  of  CERBERONICS'  shares  of COS is fair to  CERBCO  from a
financial  point of  view.  The  transaction  is also  subject  to  receiving  a
favorable vote of a majority of CERBCO shareholders other than the Eriksons, and
upon other  customary  conditions of transactions of this type. The Eriksons are
in favor of the transaction and have agreed to vote their CERBCO shares in favor
of the transaction, but only if there is likewise a favorable vote of a majority
of CERBCO  shareholders other than the Eriksons.  The parties anticipate closing
the transaction on or before June 30, 1997.

         George Erikson,  Chairman of CERBCO,  said, "The Board is pleased to be
in a position to submit this transaction to the  shareholders for approval.  The
Board was  unanimous in its belief that this  transaction  offers  CERBCO a fine
return on its investment in COS. This favorable sale is consistent with CERBCO's
policy of maintaining  strategic  flexibility to enter or exit different markets
on an opportunistic  basis. We have carefully watched the  consolidations  which
have taken place in the copier dealer and service  industry in recent years, and
we believe that this is the right deal at the right time."

         Robert Erikson,  President and Treasurer of CERBCO, added, "Considering
the excellent  financial results of COS in recent years, the question  naturally
arises as to why CERBCO would presently entertain exiting such a star performer.
In partial answer, we are very mindful of an adage attributed to Bernard Baruch.
When  asked,  'How did you become so rich?' he  replied,  'By selling too soon.'
Similarly,  we are not  proposing  the COS  transaction  for  CERBCO to meet any
presently  identified  cash  needs.  Rather,  we simply  believe  it may be both
prudent and a real opportunity for CERBCO to have a strong liquid position going
forward.  We presently have the opportunity to lock in enormous gain and capture
large  unrealized  market  appreciation  at the very time both of a  potentially
overheated  stock market and of growing  uncertainties  for  independent  copier
dealers  facing  competition  from  large  or  emerging   consolidators  in  the
industry."

         CERBCO, Inc. [NASDAQ:  CERB] is a parent holding company which, through
its  wholly-owned  subsidiary  CERBERONICS,  Inc., has controlling  interests in
Insituform East,  Incorporated [NASDAQ: INEI] (excavationless sewer and pipeline
rehabilitation),  and Capitol Office  Solutions,  Inc. (copier and fax equipment
sales, service and supplies).

                                       ***
Contact:          Robert W. Erikson                        George Wm. Erikson
                  President                                Chairman
                  (301) 773-1784                           (301) 773-1784