April 7, 2005


Mail Stop 05-10

Robert F. Hartman
Secretary
CERBCO, Inc.
1419 Forest Drive, Suite 209
Annapolis, MD 21403


Re:	CERBCO, Inc.
      PRE M 14A filed
	Form 10-K for the fiscal year ended December 25, 2004
		Form 10-Q for the period ended December 31, 2004
		Form 10-Q for the period ended September 30, 2004
      File No. 000-23314

Dear Mr. Hartman:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Schedule 14A

General
1. Please be aware that the definitive proxy statement should
include
a manually signed copy of the audit opinion as provided in the
Instruction 2 to Item 13 of Schedule 14A.  Please include this
copy
with your amendment.
2. Please note that information may be incorporated by reference
into
the proxy statement only as specifically permitted by items in
Schedule 14A.  It appears that the company is not eligible to
incorporate by reference under Item 14(e) because it would not be
permitted to incorporate by reference under Form S-4.  Please
revise
the proxy statement to include all the information required by
Item
14(c)(1), including financial information, or provide us with your
analysis as to why you believe that you can incorporate by
reference.

Summary Term Sheet
3. We note that your summary term sheet contains lengthy, detailed
information regarding the transaction.  Please note that the
summary
term sheet should set forth only the most material terms of the
transaction, should not recite all information contained in the
proxy
statement and should be in bullet format.  See Item 1001 of
Regulation M-A.  Please revise accordingly and try to limit the
term
sheet to a page and a half.  In addition, the Table of Contents
should follow the Summary Term Sheet.

Voting Securities and Principal Holders Thereof, page 3
4. Please revise your disclosures for Newtown Square Partners, LLC
to
identify the natural person or persons who have voting or
investment
control over the company`s securities that the entity owns.

Background and Reasons for the Plan, page 11
5. Describe the business activities of CERBERONICS, if any, and
discuss how the plan of liquidation and dissolution will affect
CERBERONICS.
6. We note that you engaged professional advisors.  If you engaged
any financial advisors or appraisers, please disclose this fact,
discuss the scope of their engagement, disclose the compensation
paid
for their services and summarize the information they provided to
the
board.  If you received a solvency opinion, please disclose the
information required by Item 14(b)(6) of Schedule 14A and Item
1015
of Regulation M-A.
7. For each factor considered by the board in deciding to approve
the
distribution, liquidation and dissolution, and for the negative
factors that were considered on page 12, please discuss in
reasonable
detail what it was that the board specifically considered in
reaching
its conclusion to approve the transactions.

Listing and Trading of Our Common Stock and Class B Common
Stock...,
page 22
8. We note the statement that CERBCO`s compliance with the
Exchange
Act reporting requirements is voluntary because it does not meet
the
minimum threshold for the number of registered holders of either
class of common stock to trigger the filing requirements.  We also
note that CERBCO`s common stock and class B common stock are
registered pursuant to Section 12(g) of the Securities Act.
Please
note that once a company becomes subject to the Exchange Act
reporting requirements pursuant to the registration of a class of
securities under Section 12(g), even if the registration is
voluntary, the Exchange Act requires the company to file periodic
reports.  A company may stop filing Exchange Act reports by
terminating the registration of a class of securities registered
under Section 12(g) by filing a Form 15, but the company should
also
consider whether it has a Section 15(d) reporting obligation.
Please
revise your statement accordingly.

Form 10-KSB for the Year Ended June 30, 2004

Consolidated Statements of Stockholders` Equity, page 11
9. Your table indicates that during the fiscal year ended June 30,
2004, 5000 stock options were exercised, resulting in an increase
in
stockholders` equity of $51,250.  This would indicate that the
exercise price was $10.25 per share.  However, in Note 14, Stock
Options, the table of option activity shows that 5,000 shares were
exercised during fiscal 2004 for approximately $7.65 per share.
Please supplementally provide to us a reconciliation of these
exercise prices and, if appropriate, revise your financial
statements
and notes accordingly.

Consolidated Statements of Cash Flows, page 12
10. You show your changes in marketable securities as a "net"
amount.
Please show the cash flows from the purchases and maturities of
your
marketable securities as "gross" amounts as provided in paragraph
18
of SFAS 115, Accounting for Certain Investments in Debt and Equity
Securities.
11. Within "Supplemental Disclosure of Cash Flow Information," you
have a line item that says, "Total Net Cash Flows from
Discontinued
Operations."  Please supplementally explain to us what this line
item
is comprised of and how it relates to the line item above which
reads, "Net Cash Flows from (Used in) Discontinued Operations."

Note 6 - Equity in INEI, page 17
12. You indicate that you own 39.1% of the total equity of INEI.
In
the "Description of Business" on page 1, you say that you have a
controlling interest in INEI, through your wholly-owned subsidiary
CERBERONICS.  However, your "Subsidiaries of the Registrant"
disclosure in Exhibit 21 indicates that you wholly own
CERBERONICS,
which wholly owns INEI.  Therefore, INEI would be an indirect
wholly-
owned subsidiary.  Please explain how these items reconcile to
your
holdings of INEI equity.

Note 10 - Income Taxes, page 20
13. Please supplementally tell us how you determined the "federal
income tax benefit computed at statutory rates" to be $702,000.

Item 8A Controls and Procedures, page 3
14. We note your disclosures here and in your Forms 10-Q that
"There
have been no other significant changes in the Company`s internal
controls or in other factors that could significantly affect
internal
controls..." In any future periodic filings, please revise to
state
clearly whether there were any changes in your internal controls
over
financial reporting that "has materially affected, or is
reasonably
likely to materially affect," your internal controls over
financial
reporting.  See Item 308 (c) of Regulation S-K.

Form 10-Q for the period ended September 30, 2004

Note 3 - Discontinued Operations, page 7
15. Your table of assets and liabilities of discontinued
operations
indicates a liability labeled "distributions payable."  The
corresponding note in your Form 10-Q for the period ended December
31, 2004, no longer discloses this amount in the table.  Please
supplementally tell us what this amount represented.

Form 10-Q for the period ended December 31, 2004

Management`s Discussion and Analysis or Plan of Operation -
Results
of Operations, page 10
16. In your discussion of the results of operations for both the
three and six-month periods ended December 31, 2004, you indicate
that the increase in general and administrative expenses were "due
to
additional compensation recognized in connection with the exercise
of
stock options by the Company`s directors in the second quarter of
fiscal 2005."  Please supplementally tell us how you recognized an
expense if you account for your stock option plans under the
principles of APB 25, Accounting for Stock Issued to Employees, as
stated in Note 1, Summary of Significant Accounting Policies, in
your
2004 Form 10-K.

      Please respond to these comments by filing an amendment to
your
filing and providing the supplemental information requested.
Please
provide us with a supplemental response that addresses each of our
comments and notes the location of any corresponding revisions
made
in your filing.  Please also note the location of any material
changes made for reasons other than responding to our comments.
Please file your supplemental response on EDGAR as a
correspondence
file.  We may raise additional comments after we review your
responses and amendment.

	To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information, as well as the amended filing, marked to indicate any
changes.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	You may contact Dale Welcome, Staff Accountant, at (202) 942-
2871 or in his absence, John Cash, Branch Chief, at (202) 824-5373
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Tamara Brightwell, Staff
Attorney,
at (202) 824-5221 or in her absence, me at (202) 942-2864 with any
other questions.


Sincerely,


Jennifer Hardy
Branch Chief


Cc:  	Jeannette C. Koonce
	Venable LLP
	575 7th Street NW
	Washington, D.C. 20004-1601


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CERBCO, Inc.
April 7, 2005
Page 1 of 6



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE