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


<TABLE>
<S>                                                                    <C> <C>
Date of Report (Date of earliest event reported)               January 16, 2002
</TABLE>
                                                       -------------------------


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                  CERBCO, INC.
</TABLE>
--------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                   Delaware
</TABLE>
--------------------------------------------------------------------------------
                   (State or other jurisdiction of incorporation)


<TABLE>
<S>           <C>                                      <C>
              0-16749                                  54-1448835
--------------------------------------- ----------------------------------------
     (Commission File Number)                (IRS Employer Identification No.)
</TABLE>



<TABLE>
<S>                                                     <C>   <C>
 3421 Pennsy Drive, Landover, Maryland                  20785-1608
--------------------------------------- ----------------------------------------
(Address of principal executive offices)                (Zip Code)
</TABLE>



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


<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                       None
</TABLE>
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>


Item 5.    Other Events.

           See press release of the registrant dated January 16, 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.

<TABLE>
<S>           <C> <C>
Date: January 16, 2002                                CERBCO, Inc.
                                            ------------------------------------
                                                      (Registrant)


                                             By: /s/ Robert W. Erikson
                                             -----------------------------------
                                             Robert W. Erikson
                                             President
</TABLE>



<PAGE>


CERBCO ANNOUNCES PLANNED RECAPITALIZATION
Page Two

--------------------------------------------------------------------------------



                                                                  PRESS RELEASE
                                                          For Immediate Release


                    CERBCO ANNOUNCES PLANNED RECAPITALIZATION

     LANDOVER,  MD - January 16, 2002: CERBCO, Inc.  [OTC:CERB]  announced today
that it intends to submit a recapitalization  plan (the "Recap") for shareholder
approval  at its  annual  meeting  later this year.  Under the  proposed  Recap,
holders of CERBCO Common Stock and Class B Common Stock  (collectively,  "Common
Stock")  will  exchange  their  shares for an equal number of shares of the same
class of new CERBCO Common Stock or Class B Common Stock. In addition,  for each
share of Common Stock or Class B Common Stock previously held, shareholders will
elect to receive  either  $3.33 in cash or shares of new CERBCO  Common Stock or
Class B Common Stock, as the case may be, with equivalent value,  based upon the
30-day  average  closing bid price of CERBCO  Common  Stock for the period ended
January 15, 2002.  Thus,  after  completion of the Recap,  each shareholder will
continue to hold the number and class of shares of Common Stock  previously held
and, in addition, will receive either cash or additional shares.

     The proposed  Recap,  which will be implemented by means of the merger of a
wholly owned subsidiary of CERBCO into CERBCO,  will permit  shareholders either
to  increase  their  equity  interests  in the  Company by  electing  to receive
additional  shares of new CERBCO  Common Stock or to retain the number of shares
previously held and receive cash in lieu of additional shares. Under this latter
election, a shareholder's  percentage ownership interest in the Company would be
reduced.  Robert Erikson,  President,  and George Erikson,  Chairman, of CERBCO,
have  advised the Board of  Directors  that they intend to exchange all of their
Common Stock for new CERBCO  shares.  Assuming all other  shareholders  elect to
receive cash, the total cash distribution would be approximately $3.75 million.

     The details of the Recap and CERBCO's annual meeting,  including record and
effective dates,  will be included in a proxy statement that the Company expects
to file with the Securities and Exchange Commission ("SEC") next month.  Subject
to, among other things,  SEC review,  the Company  anticipates that it will mail
the proxy statement to its shareholders  later this winter and will complete the
Recap during the fourth quarter.

     CERBCO is a parent  holding  company  with a  controlling  interest  in one
principal operating subsidiary, Insituform East, Inc. [NASDAQ:INEI].  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,
Midsouth  Partners,  a wholly owned  subsidiary of  Instituform  East,  operates
substantially without geographic restriction.

     Except for historical  information contained herein, the statements made in
this release  constitute  forward-looking  statements made pursuant to the "safe
harbor"  provisions  of the Private  Securities  Litigation  Reform Act of 1995.
Readers are cautioned  that such  forward-looking  statements  involve known and
unknown risks and uncertainties and that,  therefore,  undue reliance should not
be  placed  on  such  statements.   Risks  and  uncertainties  include,  without
limitation,  those associated with completion of the  contemplated  transaction,
such as the risk that conditions to consummation  may not be fulfilled,  as well
as those  that  could  affect on the  operations  and  future  prospects  of the
Company,  such as the availability of immediately workable backlog, mix of work,
weather,   changes  in   interest   rates  and  general   economic   conditions,
legislative/regulatory  changes and other risks and uncertainties  detailed from
time to time in the Company's  periodic  reports filed with the  Securities  and
Exchange Commission.



                                   * * *
Contact:      Robert W. Erikson                    George Wm. Erikson
              President                            Chairman
              (301) 773-1784                       (301) 773-1784
[{"type": "8-K", "sequence": "1", "filename": "cpr11602.txt", "description": "CERBCO ANNOUNCES PLANNED RECAPITALIZATION", "secsgml_size_bytes": 7749}]
{"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": "2511541"}, "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)               January 16, 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 January 16, 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: January 16, 2002                                CERBCO, Inc.
                                            ------------------------------------
                                                      (Registrant)

                                             By: /s/ Robert W. Erikson
                                             -----------------------------------
                                             Robert W. Erikson
                                             President
CERBCO ANNOUNCES PLANNED RECAPITALIZATION
Page Two

--------------------------------------------------------------------------------

                                                                  PRESS RELEASE
                                                          For Immediate Release

                    CERBCO ANNOUNCES PLANNED RECAPITALIZATION

     LANDOVER,  MD - January 16, 2002: CERBCO, Inc.  [OTC:CERB]  announced today
that it intends to submit a recapitalization  plan (the "Recap") for shareholder
approval  at its  annual  meeting  later this year.  Under the  proposed  Recap,
holders of CERBCO Common Stock and Class B Common Stock  (collectively,  "Common
Stock")  will  exchange  their  shares for an equal number of shares of the same
class of new CERBCO Common Stock or Class B Common Stock. In addition,  for each
share of Common Stock or Class B Common Stock previously held, shareholders will
elect to receive  either  $3.33 in cash or shares of new CERBCO  Common Stock or
Class B Common Stock, as the case may be, with equivalent value,  based upon the
30-day  average  closing bid price of CERBCO  Common  Stock for the period ended
January 15, 2002.  Thus,  after  completion of the Recap,  each shareholder will
continue to hold the number and class of shares of Common Stock  previously held
and, in addition, will receive either cash or additional shares.

     The proposed  Recap,  which will be implemented by means of the merger of a
wholly owned subsidiary of CERBCO into CERBCO,  will permit  shareholders either
to  increase  their  equity  interests  in the  Company by  electing  to receive
additional  shares of new CERBCO  Common Stock or to retain the number of shares
previously held and receive cash in lieu of additional shares. Under this latter
election, a shareholder's  percentage ownership interest in the Company would be
reduced.  Robert Erikson,  President,  and George Erikson,  Chairman, of CERBCO,
have  advised the Board of  Directors  that they intend to exchange all of their
Common Stock for new CERBCO  shares.  Assuming all other  shareholders  elect to
receive cash, the total cash distribution would be approximately $3.75 million.

     The details of the Recap and CERBCO's annual meeting,  including record and
effective dates,  will be included in a proxy statement that the Company expects
to file with the Securities and Exchange Commission ("SEC") next month.  Subject
to, among other things,  SEC review,  the Company  anticipates that it will mail
the proxy statement to its shareholders  later this winter and will complete the
Recap during the fourth quarter.

     CERBCO is a parent  holding  company  with a  controlling  interest  in one
principal operating subsidiary, Insituform East, Inc. [NASDAQ:INEI].  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,
Midsouth  Partners,  a wholly owned  subsidiary of  Instituform  East,  operates
substantially without geographic restriction.

     Except for historical  information contained herein, the statements made in
this release  constitute  forward-looking  statements made pursuant to the "safe
harbor"  provisions  of the Private  Securities  Litigation  Reform Act of 1995.
Readers are cautioned  that such  forward-looking  statements  involve known and
unknown risks and uncertainties and that,  therefore,  undue reliance should not
be  placed  on  such  statements.   Risks  and  uncertainties  include,  without
limitation,  those associated with completion of the  contemplated  transaction,
such as the risk that conditions to consummation  may not be fulfilled,  as well
as those  that  could  affect on the  operations  and  future  prospects  of the
Company,  such as the availability of immediately workable backlog, mix of work,
weather,   changes  in   interest   rates  and  general   economic   conditions,
legislative/regulatory  changes and other risks and uncertainties  detailed from
time to time in the Company's  periodic  reports filed with the  Securities  and
Exchange Commission.

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