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) July 1, 2005

CERBCO, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16749	54-1448835
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1419 Forest Drive, Suite 209 Annapolis, Maryland	21403-1473
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code (443) 482-3374

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 1, 2005, the Registrant issued a press release announcing that on June 30, 2005, the Registrant’s stockholders voted to approve a Plan of Complete Dissolution and Liquidation.

The press release also announced that on June 30, 2005, the Registrant’s Board of Directors declared an initial cash liquidating distribution of nine dollars ($9.00) per share on its Common Stock and nine dollars ($9.00) per share on its Class B Common Stock in each case payable on or about August 1, 2005 to the stockholders of record at the close of business on July 15, 2005.

A copy of the Registrant’s press release is attached as Exhibit 99 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99      Press Release issued July 1, 2005

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.

	CERBCO, Inc.
	(Registrant)
Date: July 1, 2005	By:	/s/ Robert F. Hartman
		Robert F. Hartman
		Vice President, Secretary & Treasurer