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                       ENSTAR INCOME PROGRAM 1984-1, L.P.
                            10900 Wilshire Boulevard
                                   15th Floor
                         Los Angeles, California 90024

          Amendment No. 14 to Revolving Credit and Term Loan Agreement

                                October 31, 1996


The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110

Attention:  Media and Communications Department

Ladies and Gentlemen:

         The undersigned Enstar Income Program 1984-1, L.P., a Georgia limited
partnership (the "Company"), hereby agrees with you as follows:

1.       Reference to Revolving Credit and Term Loan Agreement; Definitions.
Reference is made to the Revolving Credit and Term Loan Agreement made as of
April 10, 1985, as in effect on the date hereof prior to giving effect to this
Amendment (the "Loan Agreement") between the Company and you, as assignee of
Rhode Island Hospital Trust National Bank.  Terms defined in the Loan Agreement
as amended hereby (the "Amended Loan Agreement") and not otherwise defined
herein are used herein with the meanings so defined.

2.       Amendment of Loan Agreement.  Effective as of the date when the
condition set forth in Section 4 is satisfied, the Loan Agreement is hereby
amended with retroactive effect to September 30, 1996 as follows:

                      2.1      Amendment of Section 6.09.  Section 6.09 of the
Loan Agreement is hereby amended to read in its entirety as follows:

                      "6.09.  Make capital expenditures (including leases of
         real or personal property required to be capitalized under generally
         accepted accounting principles) in excess of $1,500,000 during the
         fiscal year ending December 31, 1996 or in excess of $1,000,000 during
         any other fiscal year."

3.       Representations and Warranties.  The Company hereby represents and
warrants that that after giving effect to this Amendment, no Event of Default
exists and no event which but for the passage of time or giving of notice, or
both, would constitute an Event of Default exists.





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4.       Conditions.  The effectiveness of the amendment to the Loan Agreement
provided for in Section 2 hereof is subject to satisfaction of the following
further conditions:

         4.1.         Amendment Fee.  The Company shall have paid you an
amendment fee in the amount of $5,000.

5.       Miscellaneous.  Except to the extent specifically amended hereby, the
provisions of the Loan Agreement shall remain unmodified and the Amended Loan
Agreement is confirmed as being in full force and effect.  The invalidity and
unenforceability of any term or provision hereof or the Amended Loan Agreement
shall not effect the validity or unenforceability of any other term or
provision hereof or thereof.  The headings of this Amendment are for
convenience of reference only and shall not alter or otherwise affect the
meaning hereof.  This Amendment may be executed in any number of counterparts,
which together shall constitute one instrument, shall be governed by and
construed in accordance with the laws (other than the conflict of laws rules)
of The Commonwealth of Massachusetts and shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.

         If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the Company, whereupon this letter shall
become a binding agreement between you and the Company.



                                       Very truly yours,

                                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                                       By ENSTAR COMMUNICATIONS CORPORATION,
                                       Corporate General Partner



                                       By:
                                          ________________________________
                                          Title:  Chief Financial Officer


The foregoing is hereby accepted:

THE FIRST NATIONAL BANK OF BOSTON


By:
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