SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)                   May 14, 2002
                                                                  --------------


                                  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                                20785-1608
---------------------------------------- ---------------------------------------
(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 May 15, 2002 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: May 15, 2002                                     CERBCO, Inc.
                                                      --------------------
                                                       (Registrant)


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



<PAGE>




                                                             PRESS RELEASE
                                                     For Immediate Release



                   CERBCO, INC. COMMON STOCK SHAREHOLDER VOTE
                 INSUFFICIENT TO APPROVE RECAPITALIZATION PLAN

     LANDOVER,  MD - May 15, 2002: CERBCO, Inc. [OTC:CERB]  announced today that
the recapitalization  plan submitted to a stockholder vote at its annual meeting
yesterday  did not receive  sufficient  Common  Stock class votes for  approval.
Accordingly, the recapitalization will not be implemented. Approval required the
affirmative  vote of a majority of the  Company's  outstanding  shares of Common
Stock and Class B Common Stock,  each voting  separately as a class,  and of the
two classes voting together.  The  recapitalization  plan received the requisite
majority vote of outstanding shares of the Common Stock and Class B Common Stock
voting together and of the Class B Common Stock voting separately;  however,  it
did not receive the requisite  majority vote of outstanding shares of the Common
Stock  voting  separately.  Voting by number of shares on all  proposals  was as
follows:

<TABLE>
Proposal No. 1                                                       NIMBER OF SHARES
--------------
<CAPTION>
                                                     For          Against       Abstain          Class
<S>     <C>    <C>    <C>    <C>    <C>    <C>
To   adopt   the    Amended    and    Restated
Recapitalization  Agreement and Plan of Merger     399,958        85,804          987           Common
dated as of March  25,  2002,  by and  between
CERBCO,   Inc.  and  CERBCO   Recapitalization
Subsidiary,  Inc., a  wholly-owned  subsidiary     267,877         3,631           62           Class B
of CERBCO,  Inc.,  providing for the merger of                                                  Common
CERBCO,  Inc.  with  CERBCO   Recapitalization
Subsidiary,  Inc., with CERBCO, Inc. being the
surviving   corporation,   including   certain
amendments   to   CERBCO's    Certificate   of
Incorporation  in connection with the proposed
recapitalization.
</TABLE>





<TABLE>
<CAPTION>
Proposal No. 2A                                                                     For           Withhold

<S>                                                                                <C>             <C>
To elect the nominee (Mr. Paul C. Kincheloe, Jr.) as Director of      PCK:         941,437         93,450
the Corporation until the next Annual Meeting and until his
respective successor is elected and qualified.

Proposal No. 2B                                                                     For           Withhold

To elect the three nominees (Messrs. Robert W. Erikson,               RWE:         270,300          2,943
George Wm. Erikson and Webb C. Hayes, IV) as Directors
of the Corporation until the next Annual Meeting and                  GWE:         270,300          2,943
until their respective successors are elected and qualified.
                                                                      WCH:         270,300          2,943
</TABLE>



Under the  recapitalization  proposal,  CERBCO  would have  merged with a wholly
owned  subsidiary  and, in connection with the merger,  each CERBCO  stockholder
would have elected to exchange  each of their CERBCO shares for a share of a new
class of CERBCO  Common or Class B Common  Stock and either  $3.33 in cash or an
additional 1.5 shares of the same class of stock.


The  Company   noted   that,   as   disclosed   in  its  April  12,  2002  Proxy
Statement/Prospectus,  the  Company's  Board  of  Directors  believed  that  the
proposed   recapitalization  was  in  the  best  interests  of  CERBCO  and  its
stockholders.   Among   the   reasons   were  the   Board's   belief   that  the
recapitalization  could  enhance the market value of CERBCO  stock and that,  by
providing flexibility and liquidity to stockholders,  while permitting CERBCO to
retain   sufficient  cash  resources  to  finance  its  future   business,   the
recapitalization  could draw investors'  attention to CERBCO's underlying value.
The Company noted that it will  continue to look for means to boost  stockholder
value and may,  in the  future,  resubmit  such  recapitalization  proposal or a
similar plan to stockholders.


CERBCO's Common Stock will continue to trade in the over-the-counter  market and
to be listed for quotation on the Over-the-Counter  Bulletin Board maintained by
The  NASDAQ  Stock  Market,  Inc.  (www.otcbb.com)  and  in  the  "Pink  Sheets"
(www.pinksheets.com)  under the symbol "CERB".  While there is no public trading
market for CERBCO's  Class B Common  Stock,  shares of such stock are listed for
quotation under the symbol "CERBB".


CERBCO is a parent holding company with a controlling  interest in one principal
operating subsidiary,  Insituform East. Insituform East and its subsidiaries are
engaged  in the  trenchless  rehabilitation  of  underground  sewers  and  other
pipelines   using   cured-in-place-pipe   ("CIPP")   rehabilitation   processes.
Insituform East operates in six Mid-Atlantic States and the District of Columbia
using  the  patented   Insituform(R)   process  under  territorially   exclusive
sublicenses.  Employing  other  trenchless  CIPP  processes,  Insituform  East's
Midsouth Partners,  a wholly owned subsidiary of Insituform East, is entitled to
operate substantially without product or geographic restriction.



                                      * * *
Contact:      Robert W. Erikson                     George Wm. Erikson
              President                             Chairman
              (301) 773-1784                        (301) 773-1784
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{"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": "02652447"}, "business-address": {"street1": "3421 PENNSY DR", "city": "LANDOVER", "state": "MD", "zip": "20785", "phone": "3017731784"}, "mail-address": {"street1": "3421 PENNSY DRIVE", "street2": "3421 PENNSY DRIVE", "city": "LANDOVER", "state": "MD", "zip": "20785"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)                   May 14, 2002
                                                                  --------------

                                  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                                20785-1608
---------------------------------------- ---------------------------------------
(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 May 15, 2002 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: May 15, 2002                                     CERBCO, Inc.
                                                      --------------------
                                                       (Registrant)

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

                   CERBCO, INC. COMMON STOCK SHAREHOLDER VOTE
                 INSUFFICIENT TO APPROVE RECAPITALIZATION PLAN

     LANDOVER,  MD - May 15, 2002: CERBCO, Inc. [OTC:CERB]  announced today that
the recapitalization  plan submitted to a stockholder vote at its annual meeting
yesterday  did not receive  sufficient  Common  Stock class votes for  approval.
Accordingly, the recapitalization will not be implemented. Approval required the
affirmative  vote of a majority of the  Company's  outstanding  shares of Common
Stock and Class B Common Stock,  each voting  separately as a class,  and of the
two classes voting together.  The  recapitalization  plan received the requisite
majority vote of outstanding shares of the Common Stock and Class B Common Stock
voting together and of the Class B Common Stock voting separately;  however,  it
did not receive the requisite  majority vote of outstanding shares of the Common
Stock  voting  separately.  Voting by number of shares on all  proposals  was as
follows:

Proposal No. 1                                                       NIMBER OF SHARES
--------------
For          Against       Abstain          Class
To   adopt   the    Amended    and    Restated
Recapitalization  Agreement and Plan of Merger     399,958        85,804          987           Common
dated as of March  25,  2002,  by and  between
CERBCO,   Inc.  and  CERBCO   Recapitalization
Subsidiary,  Inc., a  wholly-owned  subsidiary     267,877         3,631           62           Class B
of CERBCO,  Inc.,  providing for the merger of                                                  Common
CERBCO,  Inc.  with  CERBCO   Recapitalization
Subsidiary,  Inc., with CERBCO, Inc. being the
surviving   corporation,   including   certain
amendments   to   CERBCO's    Certificate   of
Incorporation  in connection with the proposed
recapitalization.
Proposal No. 2A                                                                     For           Withhold
To elect the nominee (Mr. Paul C. Kincheloe, Jr.) as Director of      PCK:         941,437         93,450
the Corporation until the next Annual Meeting and until his
respective successor is elected and qualified.

Proposal No. 2B                                                                     For           Withhold

To elect the three nominees (Messrs. Robert W. Erikson,               RWE:         270,300          2,943
George Wm. Erikson and Webb C. Hayes, IV) as Directors
of the Corporation until the next Annual Meeting and                  GWE:         270,300          2,943
until their respective successors are elected and qualified.
                                                                      WCH:         270,300          2,943
Under the  recapitalization  proposal,  CERBCO  would have  merged with a wholly
owned  subsidiary  and, in connection with the merger,  each CERBCO  stockholder
would have elected to exchange  each of their CERBCO shares for a share of a new
class of CERBCO  Common or Class B Common  Stock and either  $3.33 in cash or an
additional 1.5 shares of the same class of stock.

The  Company   noted   that,   as   disclosed   in  its  April  12,  2002  Proxy
Statement/Prospectus,  the  Company's  Board  of  Directors  believed  that  the
proposed   recapitalization  was  in  the  best  interests  of  CERBCO  and  its
stockholders.   Among   the   reasons   were  the   Board's   belief   that  the
recapitalization  could  enhance the market value of CERBCO  stock and that,  by
providing flexibility and liquidity to stockholders,  while permitting CERBCO to
retain   sufficient  cash  resources  to  finance  its  future   business,   the
recapitalization  could draw investors'  attention to CERBCO's underlying value.
The Company noted that it will  continue to look for means to boost  stockholder
value and may,  in the  future,  resubmit  such  recapitalization  proposal or a
similar plan to stockholders.

CERBCO's Common Stock will continue to trade in the over-the-counter  market and
to be listed for quotation on the Over-the-Counter  Bulletin Board maintained by
The  NASDAQ  Stock  Market,  Inc.  (www.otcbb.com)  and  in  the  "Pink  Sheets"
(www.pinksheets.com)  under the symbol "CERB".  While there is no public trading
market for CERBCO's  Class B Common  Stock,  shares of such stock are listed for
quotation under the symbol "CERBB".

CERBCO is a parent holding company with a controlling  interest in one principal
operating subsidiary,  Insituform East. Insituform East and its subsidiaries are
engaged  in the  trenchless  rehabilitation  of  underground  sewers  and  other
pipelines   using   cured-in-place-pipe   ("CIPP")   rehabilitation   processes.
Insituform East operates in six Mid-Atlantic States and the District of Columbia
using  the  patented   Insituform(R)   process  under  territorially   exclusive
sublicenses.  Employing  other  trenchless  CIPP  processes,  Insituform  East's
Midsouth Partners,  a wholly owned subsidiary of Insituform East, is entitled to
operate substantially without product or geographic restriction.

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