UNITED STATES
                       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)              February 17, 2004
                                                              -----------------


                                  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)


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





Item 5. Other Events.

     See press  release of the  registrant  dated  February  17,  2004  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: February 17, 2004                 CERBCO, Inc.
                                        ---------------------------------------
                                        (Registrant)


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


<PAGE>


                                                                  PRESS RELEASE
                                                          For Immediate Release



                  CERBCO REPORTS SECOND QUARTER FY 2004 RESULTS

     LANDOVER,  MD,  February  17,  2004 - CERBCO,  Inc.  [OTC:  CERB]  reported
consolidated earnings from continuing operations of $41,935 ($0.03 per share), a
consolidated  loss from  discontinued  operations of -$90,899 (-$0.06 per share)
and a  consolidated  net loss of  -$48,964  (-$0.03  per  share)  for the second
quarter of fiscal year 2004 ended December 31, 2003. For the first six months of
fiscal  year 2004,  the Company  reported a  consolidated  loss from  continuing
operations  of  -$810,499  (-$0.55  per  share),   consolidated   earnings  from
discontinued  operations of $1,276,197  ($0.86 per share) and  consolidated  net
earnings of $465,698  ($0.31 per share).  Sales of $0.1 million and $1.9 million
recognized by INEI Corporation ("INEI"), the Company's  majority-controlled and,
prior to September 5, 2003, only-operating segment, for the three months and six
months  ended  December  31,  2003,  respectively,  are included in the earnings
(loss) from discontinued operations.

                         CONSOLIDATED FINANCIAL SUMMARY

<TABLE>
                                                            Three Months Ended           Six Months Ended
                                                               December 31,                 December 31,
                                                  ------------------------------    ------------------------------
<CAPTION>
                                                      2003               2002            2003             2002
                                                      ----               ----            ----             ----

<S>                                                 <C>              <C>               <C>              <C>
Sales                                               $       -        $       -         $        -       $       -
                                                    =========        =========         ==========       =========

Earnings (Loss) from Continuing Operations          $  41,935        $(102,157)        $ (810,499)      $(284,827)

Earnings (Loss) from Discontinued Operations
                                                      (90,899)        (236,629)         1,276,197        (347,360)
                                                    ---------        ---------         ----------       ---------

Net Earnings (Loss)                                 $ (48,964)       $(338,786)        $  465,698       $(632,187)
                                                    =========        =========         ==========       =========

Basic and Diluted Loss per Share:

Earnings (loss) from continuing operations          $    0.03        $   (0.07)        $    (0.55)      $   (0.19)

Earnings (loss) from discontinued operations            (0.06)           (0.16)              0.86           (0.24)
                                                    ---------        ---------         ----------       ---------

Net earnings (loss) per share                       $   (0.03)       $   (0.23)        $     0.31       $   (0.43)
                                                    =========        =========         ==========       =========

Basic and Diluted Weighted Average Shares
    Outstanding                                     1,483,717        1,482,956          1,483,336       1,482,956
</TABLE>


     The Company  attributed  its favorable  results for the first six months of
fiscal year 2004 to the  discontinued  operations of INEI.  INEI  recognized net
earnings of $3,260,894 for the six months,  primarily due to a $5.0 million gain
on the sale of  substantially  all of its business under an Asset Sale closed on
September 5, 2003 for $5.5  million.  For this current  six-month  period,  INEI
contributed  earnings from discontinued  operations of $1,276,197 (39.1%) to the
Company.

     Until  the  Asset  Sale,  INEI and its  subsidiaries  were  engaged  in the
trenchless  rehabilitation of underground  sewers and other pipelines  primarily
using  cured-in-place  pipe  ("CIPP")   rehabilitation   processes.   INEI  and,
consequently,  the Company, has not had any ongoing operations subsequent to the
Asset Sale,  other than those of Try Tek Machine  Works,  Inc.  ("Try  Tek"),  a
wholly-owned  subsidiary of INEI. Try Tek's  operations have been  significantly
curtailed since May 2003.

     In parallel with the Asset Sale,  the INEI Board of Directors has continued
to  undertake  certain  additional   transactions   designed  to  maximize  INEI
stockholder value,  including the sale of other excess equipment not included in
the Asset Sale and, in December 2003, the sale of all of INEI's real property in
Landover, MD. INEI currently anticipates that additional  transactions will take
the form of the  liquidation  of its  remaining  assets,  including  the sale or
disposition  of  the  assets  of  Try  Tek,  and  the   satisfaction  of  INEI's
liabilities, including personnel termination and related costs, sale transaction
expenses and other final liquidation costs.

     INEI held as of December 31, 2003:

          o    one parcel of improved real property located in Hanover, PA, used
               to house the business of Try Tek, which custom designs and builds
               machinery,  including  machinery used to  rehabilitate  pipelines
               using CIPP processes;

          o    cash and  cash  equivalents  in the  approximate  amount  of $8.7
               million,  substantially  all of  which  represents  residual  net
               proceeds from the sales of INEI's  property,  equipment and other
               assets;

          o    residual  inventory  and  equipment not part of the Asset Sale in
               the approximate amount of $500,000; and

          o    accounts receivable in the approximate amount of $600,000.

     On  September  24,  2003,  the  INEI  Board  of  Directors  concluded  that
dissolution of INEI,  liquidation and distribution of its assets would be in the
best interest of INEI and its stockholders. The INEI Board preliminarily adopted
a plan of  dissolution  and  liquidation  and  intends in due course to submit a
definitive  plan  and  a  final  form  of  proposed  dissolution  to a  vote  of
stockholders at the next annual meeting, currently anticipated to be held during
the quarter ending June 30, 2004.

     Likewise,  on September  24, 2003,  the Company's  Board of Directors  also
concluded that  dissolution of the Company,  liquidation and distribution of its
assets would be in the best  interest of the Company and its  stockholders.  The
CERBCO Board also  preliminarily  adopted a plan of dissolution  and liquidation
and  intends  in due  course to  submit a  definitive  plan and a final  form of
proposed  dissolution to a vote of its stockholders at the Company's next annual
meeting,  also  currently  anticipated to be held during the quarter ending June
30, 2004.

     In connection with the contemplated dissolution proposal, while the Company
at the present time is not able to predict with certainty the actual  realizable
value of its remaining assets, the ultimate settlement amount of its liabilities
or the  amounts it actually  will  expend  during the  liquidation  process,  it
currently   anticipates  that  the  amount   ultimately   distributable  to  its
stockholders  will be between  $8.50 and  $11.50  per share of Common  Stock and
Class B Common Stock. To the extent that the value of its assets is less, or the
amount of its liabilities or the amounts that it expends during  liquidation are
greater,   than  the  Company   anticipates,   its   stockholders   may  receive
substantially less than the Company presently anticipates or nothing at all.

     This  press  release  contains   forward-looking   statements,   which  are
inherently  uncertain  and therefore  amplify  evaluation  risks.  The Company's
future  plans  and  results  could  differ   materially   from  those  currently
anticipated due to a number of factors, including,  without limitation,  changes
in  interest  rates  and  general  economic  conditions,  legislative/regulatory
changes  and other  factors  set forth in  reports  and  documents  filed by the
Company with the Securities and Exchange Commission from time to time.

     CERBCO,  Inc.  [OTC:CERB]  is a parent  holding  company  with  controlling
interest in INEI  Corporation  [OTC:INEI]  (formerly  known as Insituform  East,
Incorporated).

                                      * * *
Contact:      Robert W. Erikson                       George Wm. Erikson
              President                               Chairman
              (301) 773-1784                          (301) 773-1784
[{"type": "8-K", "sequence": "1", "filename": "cpr2q04.txt", "description": "CERBCO, INC. REPORTS SECOND QUARTER FY 2004 RESULTS", "secsgml_size_bytes": 11549}]
{"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": "04607248"}, "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"}}
UNITED STATES
                       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)              February 17, 2004
                                                              -----------------

                                  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)

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

Item 5. Other Events.

     See press  release of the  registrant  dated  February  17,  2004  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: February 17, 2004                 CERBCO, Inc.
                                        ---------------------------------------
                                        (Registrant)

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

                  CERBCO REPORTS SECOND QUARTER FY 2004 RESULTS

     LANDOVER,  MD,  February  17,  2004 - CERBCO,  Inc.  [OTC:  CERB]  reported
consolidated earnings from continuing operations of $41,935 ($0.03 per share), a
consolidated  loss from  discontinued  operations of -$90,899 (-$0.06 per share)
and a  consolidated  net loss of  -$48,964  (-$0.03  per  share)  for the second
quarter of fiscal year 2004 ended December 31, 2003. For the first six months of
fiscal  year 2004,  the Company  reported a  consolidated  loss from  continuing
operations  of  -$810,499  (-$0.55  per  share),   consolidated   earnings  from
discontinued  operations of $1,276,197  ($0.86 per share) and  consolidated  net
earnings of $465,698  ($0.31 per share).  Sales of $0.1 million and $1.9 million
recognized by INEI Corporation ("INEI"), the Company's  majority-controlled and,
prior to September 5, 2003, only-operating segment, for the three months and six
months  ended  December  31,  2003,  respectively,  are included in the earnings
(loss) from discontinued operations.

                         CONSOLIDATED FINANCIAL SUMMARY

                                                            Three Months Ended           Six Months Ended
                                                               December 31,                 December 31,
                                                  ------------------------------    ------------------------------
2003               2002            2003             2002
                                                      ----               ----            ----             ----
Sales                                               $       -        $       -         $        -       $       -
                                                    =========        =========         ==========       =========

Earnings (Loss) from Continuing Operations          $  41,935        $(102,157)        $ (810,499)      $(284,827)

Earnings (Loss) from Discontinued Operations
                                                      (90,899)        (236,629)         1,276,197        (347,360)
                                                    ---------        ---------         ----------       ---------

Net Earnings (Loss)                                 $ (48,964)       $(338,786)        $  465,698       $(632,187)
                                                    =========        =========         ==========       =========

Basic and Diluted Loss per Share:

Earnings (loss) from continuing operations          $    0.03        $   (0.07)        $    (0.55)      $   (0.19)

Earnings (loss) from discontinued operations            (0.06)           (0.16)              0.86           (0.24)
                                                    ---------        ---------         ----------       ---------

Net earnings (loss) per share                       $   (0.03)       $   (0.23)        $     0.31       $   (0.43)
                                                    =========        =========         ==========       =========

Basic and Diluted Weighted Average Shares
    Outstanding                                     1,483,717        1,482,956          1,483,336       1,482,956
The Company  attributed  its favorable  results for the first six months of
fiscal year 2004 to the  discontinued  operations of INEI.  INEI  recognized net
earnings of $3,260,894 for the six months,  primarily due to a $5.0 million gain
on the sale of  substantially  all of its business under an Asset Sale closed on
September 5, 2003 for $5.5  million.  For this current  six-month  period,  INEI
contributed  earnings from discontinued  operations of $1,276,197 (39.1%) to the
Company.

     Until  the  Asset  Sale,  INEI and its  subsidiaries  were  engaged  in the
trenchless  rehabilitation of underground  sewers and other pipelines  primarily
using  cured-in-place  pipe  ("CIPP")   rehabilitation   processes.   INEI  and,
consequently,  the Company, has not had any ongoing operations subsequent to the
Asset Sale,  other than those of Try Tek Machine  Works,  Inc.  ("Try  Tek"),  a
wholly-owned  subsidiary of INEI. Try Tek's  operations have been  significantly
curtailed since May 2003.

     In parallel with the Asset Sale,  the INEI Board of Directors has continued
to  undertake  certain  additional   transactions   designed  to  maximize  INEI
stockholder value,  including the sale of other excess equipment not included in
the Asset Sale and, in December 2003, the sale of all of INEI's real property in
Landover, MD. INEI currently anticipates that additional  transactions will take
the form of the  liquidation  of its  remaining  assets,  including  the sale or
disposition  of  the  assets  of  Try  Tek,  and  the   satisfaction  of  INEI's
liabilities, including personnel termination and related costs, sale transaction
expenses and other final liquidation costs.

     INEI held as of December 31, 2003:

          o    one parcel of improved real property located in Hanover, PA, used
               to house the business of Try Tek, which custom designs and builds
               machinery,  including  machinery used to  rehabilitate  pipelines
               using CIPP processes;

          o    cash and  cash  equivalents  in the  approximate  amount  of $8.7
               million,  substantially  all of  which  represents  residual  net
               proceeds from the sales of INEI's  property,  equipment and other
               assets;

          o    residual  inventory  and  equipment not part of the Asset Sale in
               the approximate amount of $500,000; and

          o    accounts receivable in the approximate amount of $600,000.

     On  September  24,  2003,  the  INEI  Board  of  Directors  concluded  that
dissolution of INEI,  liquidation and distribution of its assets would be in the
best interest of INEI and its stockholders. The INEI Board preliminarily adopted
a plan of  dissolution  and  liquidation  and  intends in due course to submit a
definitive  plan  and  a  final  form  of  proposed  dissolution  to a  vote  of
stockholders at the next annual meeting, currently anticipated to be held during
the quarter ending June 30, 2004.

     Likewise,  on September  24, 2003,  the Company's  Board of Directors  also
concluded that  dissolution of the Company,  liquidation and distribution of its
assets would be in the best  interest of the Company and its  stockholders.  The
CERBCO Board also  preliminarily  adopted a plan of dissolution  and liquidation
and  intends  in due  course to  submit a  definitive  plan and a final  form of
proposed  dissolution to a vote of its stockholders at the Company's next annual
meeting,  also  currently  anticipated to be held during the quarter ending June
30, 2004.

     In connection with the contemplated dissolution proposal, while the Company
at the present time is not able to predict with certainty the actual  realizable
value of its remaining assets, the ultimate settlement amount of its liabilities
or the  amounts it actually  will  expend  during the  liquidation  process,  it
currently   anticipates  that  the  amount   ultimately   distributable  to  its
stockholders  will be between  $8.50 and  $11.50  per share of Common  Stock and
Class B Common Stock. To the extent that the value of its assets is less, or the
amount of its liabilities or the amounts that it expends during  liquidation are
greater,   than  the  Company   anticipates,   its   stockholders   may  receive
substantially less than the Company presently anticipates or nothing at all.

     This  press  release  contains   forward-looking   statements,   which  are
inherently  uncertain  and therefore  amplify  evaluation  risks.  The Company's
future  plans  and  results  could  differ   materially   from  those  currently
anticipated due to a number of factors, including,  without limitation,  changes
in  interest  rates  and  general  economic  conditions,  legislative/regulatory
changes  and other  factors  set forth in  reports  and  documents  filed by the
Company with the Securities and Exchange Commission from time to time.

     CERBCO,  Inc.  [OTC:CERB]  is a parent  holding  company  with  controlling
interest in INEI  Corporation  [OTC:INEI]  (formerly  known as Insituform  East,
Incorporated).

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