SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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FORM 10-Q

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(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004
 or

[  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number:    000-14505

ENSTAR INCOME PROGRAM II-2, L.P.



|Georgia                                                        | 58-1628872                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri   63131

(314) 965-0555

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]







ENSTAR INCOME PROGRAM II-2, L.P.

      Quarterly Report on Form 10-Q for the Period ended March 31, 2004
                                Table of Contents



|PART I.   FINANCIAL INFORMATION (UNAUDITED)                                                                           | Page
|--------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                      |     
|Item 1. Financial Statements - Enstar Income Program II-2, L.P.                                                       |     
|Condensed Statements of Net Assets in Liquidation as of March 31, 2004 and December 31, 2003                          | 3   
|Condensed Statements of Changes in Net Assets in Liquidation for the
    three months ended March 31, 2004 and 2003   | 4   
|Notes to Condensed Financial Statements                                                                               | 5   
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 8   
|Item 4.   Controls and Procedures                                                                                     | 9   
|                                                                                                                      |     
|PART II.  OTHER INFORMATION                                                                                           |     
|                                                                                                                      |     
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 11  
|                                                                                                                      |     
|SIGNATURES                                                                                                            | 12  
|                                                                                                                      |     
|EXHIBIT INDEX                                                                                                         | 13  

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PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

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ENSTAR INCOME PROGRAM II-2, L.P.

             CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION

                            (See Note 2)

`March 31,    December 31,
                                                                         2004           2003
                                                                      ------------  ------------
                                                                       (Unaudited)
ASSETS:
   Cash and cash equivalents........................................ $    908,500  $    979,700
   Due from affiliates..............................................        2,000         3,400
   Escrow deposits..................................................       57,000        57,000
                                                                      ------------  ------------
         Total assets...............................................      967,500     1,040,100
                                                                      ------------  ------------

LIABILITIES:
   Accounts payable and accrued liabilities.........................       22,600        21,300
   Due to purchaser.................................................           --        72,000
                                                                      ------------  ------------
          Total liabilities.........................................       22,600        93,300
                                                                      ------------  ------------
NET ASSETS IN LIQUIDATION:
   General Partners.................................................        4,900         4,900
   Limited Partners.................................................      940,000       941,900
                                                                      ------------  ------------
                                                                     $    944,900  $    946,800
                                                                      ============  ============`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

   CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

                          (See Note 2)

         FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                          (Unaudited)

`2004              2003
                                                                 ----------------  ----------------
Additions:
  Revenues..................................................... $             --  $        223,800
  Interest income..............................................               --             8,200
                                                                 ----------------  ----------------
      Total additions..........................................               --           232,000
                                                                 ----------------  ----------------
Deductions:
  Service costs................................................               --            89,100
  General and administrative expenses..........................               --            44,400
  General partner management fees and reimbursed expenses......               --            33,800
  Capital expenditures.........................................               --             5,100
  Increase in accrued costs of liquidation.....................            1,900                --
  Other expenses...............................................               --             4,200
                                                                 ----------------  ----------------
      Total deductions.........................................            1,900           176,600
                                                                 ----------------  ----------------
Net increase (decrease) in net assets in liquidation...........           (1,900)           55,400

NET ASSETS IN LIQUIDATION, beginning of period.................          946,800         3,653,400
                                                                 ----------------  ----------------
NET ASSETS IN LIQUIDATION, end of period....................... $        944,900  $      3,708,800
                                                                 ================  ================`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

                             (UNAUDITED)

1.	INTERIM FINANCIAL
STATEMENTS

The accompanying condensed interim financial statements
for Enstar Income Program II-2, L.P. (the Partnership) as of March 31, 2004, and
for the three months ended March 31, 2004 and 2003, are unaudited. These
condensed interim financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 2003. In the opinion
of management, the condensed interim financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the results of such periods. The changes in net assets in
liquidation for the three months ended March 31, 2004 and 2003 are not
necessarily indicative of results for the entire year.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. These estimates include useful lives of
property, plant and equipment, valuation of long-lived assets and allocated
operating costs. Actual results could differ from those estimates.

2.	LIQUIDATION BASIS ACCOUNTING

The financial statements as of March 31, 2004 and
December 31, 2003 are presented on a liquidation basis of accounting. As such,
assets are stated at estimated realizable values and liabilities are stated at
estimated settlement amounts. In addition, depreciation and amortization ceased
upon conversion to liquidation accounting and capital expenditures were expensed
as incurred.

Net assets in liquidation as of March 31, 2004 represent the
estimated distributions to the Limited Partners and the General Partners.
Distributions ultimately made to the partners upon liquidation will differ from
the net assets in liquidation recorded in the accompanying statements of net
assets in liquidation as of March 31, 2004 and December 31, 2003 as a result of
claims on the indemnity escrow and adjustments to accrued costs of liquidation.
Accrued costs of liquidation were increased by $1,900 during the three months
ended March 31, 2004. No assurance can be given as to the amount of final
distributions to be made to the partners.

3.	SALES OF CABLE SYSTEMS

Effective August 31, 2003, pursuant to an asset purchase
agreement dated November 8, 2002 as amended, the Partnership completed the sale
of its only remaining cable system to Telecommunications Management, LLC
(Telecommunications Management) for a total adjusted sales price of
approximately $1,267,000 (approximately $800 per customer acquired), subject to
post closing adjustments (the Telecommunications Management Sale). The
Telecommunications Management Sale was part of a larger transaction in which the
Partnership and eight other affiliated partnerships sold all of their remaining
assets used in the operations of their respective cable systems to
Telecommunications Management for a total cash sales price of $12,354,600 after
closing adjustments.

The Corporate General Partner's intention is to terminate the
Partnership as expeditiously as possible in accordance with the Partnership
Agreement. The Partnership made an initial distribution payment of $3.4 million
to the Limited Partners in November 2003. A second and final liquidating
distribution will occur on or after October 2004 upon the release of the
indemnity escrow and the receipt of the remaining proceeds of such escrow if
any.

4.	TRANSACTIONS WITH THE GENERAL PARTNERS AND
AFFILIATES

The Partnership has a management and service agreement
(the "Management Agreement") with Enstar Cable Corporation ("Enstar Cable"), a
wholly owned subsidiary of the Corporate General Partner, pursuant to which the
Partnership pays a monthly management fee of 5% of gross revenues to Enstar
Cable excluding revenues from the sale of cable television systems or
franchises. Management fee expense approximated $0 and $11,200 for the three
months ended March 31, 2004 and 2003, respectively. Management fees are non-
interest bearing.

In addition to the monthly management fee, the Partnership
reimburses Enstar Cable for direct expenses incurred on behalf of the
Partnership, and for the Partnership's allocable share of operational costs
associated with services provided by Enstar Cable. Additionally, Charter and its
affiliates provide other management and operational services for the
Partnership. These expenses are charged to the properties served based primarily
on the Partnership's allocable share of operational costs associated with the
services provided. The total amount charged to the Partnership for these
services approximated $0 and $22,600 for the three months ended March 31, 2004
and 2003, respectively.

Substantially all programming services were purchased through
Charter. Charter charged the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $0 and $45,200 for the three
months ended March 31, 2004 and 2003, respectively. Programming fees are
included in service costs in the accompanying condensed statement of changes in
net assets in liquidation.

5.	CERTAIN TRENDS AND UNCERTAINTIES

As disclosed in Charter's quarterly report on Form 10-Q
for the three months ended March 31, 2004, the parent of the Corporate General
Partner and the Manager is the defendant in twenty-three class action and
shareholder lawsuits and is the subject of a grand jury investigation being
conducted by the United States Attorney's Office for the Eastern District of
Missouri into certain of its accounting and reporting practices, focusing on how
Charter reported customer numbers and its reporting of amounts received from
digital set-top terminal suppliers for advertising. The United States Attorney's
Office has publicly stated that Charter is not currently a target of the
investigation. Charter has also been advised by the United States Attorney's
Office that no member of its board of directors, including its Chief Executive
Officer, is a target of the investigation. On July 24, 2003, a federal grand
jury charged four former officers of Charter with conspiracy and mail and wire
fraud, alleging improper accounting and reporting practices focusing on revenue
from digital set-top terminal suppliers and inflated subscriber account numbers.
On July 25, 2003, one of the former officers who was indicted entered a guilty
plea. Charter has informed the Corporate General Partner that they are fully
cooperating with the investigation.

Charter is unable to predict the outcome of the class action
lawsuits and government investigations at this time. An unfavorable outcome of
these matters could have a material adverse effect on Charter's results of
operations and financial condition which could in turn have a material adverse
effect on the Partnership.

6.	NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST

The amended Partnership Agreement generally provides that
all cash distributions (as defined) be distributed 1% to the General Partners
and 99% to the Limited Partners until the Limited Partners have received
aggregate cash distributions equal to their original capital contributions
("Capital Payback"). The Partnership Agreement also provides that all
partnership profits, gains, operational losses, and credits (all as defined) be
allocated 1% to the General Partners and 99% to the Limited Partners until the
Limited Partners have been allocated net profits equal to the amount of cash
flow required for Capital Payback. After the Limited Partners have received cash
flow equal to their initial investments, the General Partners will receive a 1%
allocation of cash flow from sale or liquidation of a system until the Limited
Partners have received an annual simple interest return of at least 18% of their
initial investments less any distributions from previous system sales and cash
distributions from operations after Capital Payback. Thereafter, the respective
allocations will be made 15% to the General Partners and 85% to the Limited
Partners. Any losses from system sales or exchanges shall be allocated first to
all partners having positive capital account balances (based on their respective
capital accounts) until all such accounts are reduced to zero and thereafter to
the Corporate General Partner. All allocations to Limited Partners will be based
on their respective limited partnership ownership interests.

Upon the disposition of substantially all of the Partnership
assets, gains shall be allocated first to the Limited Partners having negative
capital account balances until their capital accounts are increased to zero,
next equally among the General Partners until their capital accounts are
increased to zero, and thereafter as outlined in the preceding paragraph. Upon
dissolution of the Partnership, distributions will be made in amounts equal to
the respective partners remaining capital account balances. Any negative capital
account balances remaining after all allocations and distributions are made must
be funded by the respective partners. The Partnership Agreement limits the
amount of debt the Partnership may incur.



ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

This report includes certain forward-looking statements
regarding, among other things, our future costs of liquidation, legal
requirements and our estimated future distributions. Such forward-looking
statements involve risks and uncertainties including, without limitation, the
uncertainty of legislative and regulatory changes and the costs required to
liquidate the Partnership. In addition to the information provided herein,
reference is made to our Annual Report on Form 10-K for the year ended December
31, 2003 for additional information regarding such matters and the effect
thereof on our business.

Effective August 31, 2003, pursuant to an asset purchase
agreement dated November 8, 2002 as amended, the Partnership completed the sale
of its only remaining cable system to Telecommunications Management, LLC
(Telecommunications Management) for a total adjusted sales price of
approximately $1,267,000 (approximately $800 per customer acquired), subject to
post closing adjustments (the Telecommunications Management Sale). The
Telecommunications Management Sale was part of a larger transaction in which the
Partnership and eight other affiliated partnerships sold all of their remaining
assets used in the operations of their respective cable systems to
Telecommunications Management for a total cash sales price of $12,354,600 after
closing adjustments.

The financial statements as of March 31, 2004 and December
31, 2003 are presented on a liquidation basis of accounting. As such, assets are
stated at estimated realizable values and liabilities are stated at estimated
settlement amounts. In addition, depreciation and amortization ceased upon
conversion to liquidation accounting and capital expenditures were expensed as
incurred.

Net assets in liquidation as of March 31, 2004 represent the
estimated distributions to the Limited Partners and the General Partners.
Distributions ultimately made to the partners upon liquidation will differ from
the net assets in liquidation recorded in the accompanying statements of net
assets in liquidation as of March 31, 2004 and December 31, 2003 as a result of
claims on the indemnity escrow and adjustments to accrued costs of liquidation.
Accrued costs of liquidation were increased by $1,900 during the three months
ended March 31, 2004. No assurance can be given as to the amount of final
distributions to be made to the partners.

In order to reduce costs during the liquidation period, we
submitted a request for a no action letter on October 30, 2003 (the "Letter")
from the Division of Corporation Finance (the "Division") of the Securities and
Exchange Commission seeking to relieve us from filing annual and quarterly
reports on Forms 10-K and 10-Q under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Letter requested that the Division not
recommend enforcement action to the Commission against us for not filing these
reports, subject to complying with the requirements of the Letter. Our request
currently is pending with the Division and no relief has been granted. As such,
we will continue to file annual and quarterly reports on Forms 10-K and 10-Q
under the Exchange Act pending receipt of a favorable no action letter or until
final dissolution of the Partnership. However, in connection with the relief
requested by the Letter, we have undertaken not to consent to the admission of
any transferee of units as a limited partner in the Partnership, subject to the
terms of our partnership agreement, except for transfers for estate planning,
gift and intra-family transfer purposes. In the event we receive approval of the
no action letter from the Securities and Exchange Commission, we will continue
to provide financial statements to the Limited Partners in a non-public
presentation.

RESULTS OF OPERATIONS

The Partnership operated its properties through August
31, 2003 but had no operations for the period subsequent to that date as a
result of the Telecommunications Management Sale discussed above. In addition,
the Partnership changed to the liquidation basis of accounting on December 31,
2002. Accordingly, no discussion of operating results for the three months ended
March 31, 2004 compared to the three months ended March 31, 2003 has been
provided as the periods are not comparable nor are they presented on a
comparable basis of accounting.

Net assets in liquidation at March 31, 2004 were $944,900,
consisting of assets of $967,500, offset by liabilities of $22,600. The net
change in net assets in liquidation for the three months ended March 31, 2004,
was a decrease of $1,900 as a result of an increase in estimated costs to
liquidate the Partnership. Net assets in liquidation at December 31, 2003 were
$946,800, consisting of assets of $1,040,100, offset by liabilities of $93,300.
The net change in net assets in liquidation for the three months ended March 31,
2003 was an increase of $55,400 as a result of net operating results of the
Partnership's cable systems.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased $71,200 from $979,700
at December 31, 2003 to $908,500 at March 31, 2004. The decrease was primarily
attributable to payments of amounts owed to Telecommunications Management.

The Corporate General Partner's intention is to terminate the
Partnership as expeditiously as possible, in accordance with its partnership
agreement. The Partnership made an initial distribution payment of $3.4 million
to the Limited Partners in November 2003. A second and final liquidating
distribution will occur on or after October 2004 upon the release of the
indemnity escrow and the receipt of the remaining proceeds of such escrow, if
any.

CERTAIN TRENDS AND UNCERTAINTIES

Charter and our Corporate General Partner have had
communications and correspondence with representatives of certain limited
partners, and others, concerning certain Enstar partnerships of which our
Corporate General Partner is also the Corporate General Partner. While we are
not aware of any formal litigation which has been filed relating to the
communications and correspondence, or the subject matter referred to therein, it
is impossible to predict what actions may be taken in the future or what loss
contingencies may result therefrom.

As disclosed in Charter's quarterly report on Form 10-Q for
the three months ended March 31, 2004, the parent of the Corporate General
Partner and the Manager is the defendant in twenty-three class action and
shareholder lawsuits and is the subject of a grand jury investigation being
conducted by the United States Attorney's Office for the Eastern District of
Missouri into certain of its accounting and reporting practices, focusing on how
Charter reported customer numbers and its reporting of amounts received from
digital set-top terminal suppliers for advertising. The United States Attorney's
Office has publicly stated that Charter is not currently a target of the
investigation. Charter has also been advised by the United States Attorney's
Office that no member of its board of directors, including its Chief Executive
Officer, is a target of the investigation. On July 24, 2003, a federal grand
jury charged four former officers of Charter with conspiracy and mail and wire
fraud, alleging improper accounting and reporting practices focusing on revenue
from digital set-top terminal suppliers and inflated subscriber account numbers.
On July 25, 2003, one of the former officers who was indicted entered a guilty
plea. Charter has informed the Corporate General Partner that they are fully
cooperating with the investigation.

Charter is unable to predict the outcome of the class action
lawsuits and government investigations at this time. An unfavorable outcome of
these matters could have a material adverse effect on Charter's results of
operations and financial condition, which could in turn have a material adverse
effect on us.

ITEM 4. CONTROLS AND
PROCEDURES.
As of the end of the period covered by this
report, our Corporate General Partner, including our Chief Administrative
Officer, acting in the capacity of our Principal Executive Officer, and our
Principal Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures with respect to the
information generated for use in this quarterly report. The evaluation was based
in part upon reports and affidavits provided by a number of executives of the
Corporate General Partner. Based upon, and as of the date of that evaluation,
our Chief Administrative Officer and Principal Financial Officer concluded that
the disclosure controls and procedures were effective to provide reasonable
assurances that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms.
There was no change in our internal control over financial
reporting during the quarter ended March 31, 2004 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
In designing and evaluating the disclosure controls and
procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based upon the above
evaluation, we believe that our controls do provide such reasonable assurances.


PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND
REPORTS ON FORM 8-K.
EXHIBITS



|Exhibit Number | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.1a           | Asset Purchase Agreement, dated November 8,
2002, by and among Telecommunications Management, LLC and Enstar Income Program
II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1,
L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar VIII,
L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and Enstar
Cable of Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the
quarterly report of Form 10-Q of Enstar Income Program II-2, L.P. filed on
November 12, 2002 (File No. 000-14505)).                   
|2.1b           | Letter of Amendment, dated as of February 6,
2003, between Enstar Income Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on February 14, 2003 (File No. 000-16779)).                 
|2.1c           | Letter of Amendment, dated as of April 24, 2003,
between Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P.,
Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on April 25, 2003 (File No. 000-16779)).                      
|2.1d           | Letter of Amendment, dated as of November 8,
2002, between Enstar Income Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on June 9, 2003 (File No. 000-16779)).                      
|2.1e           | Close of Asset Purchase Agreement, dated as of
September 11, 2003, between Enstar Income Program II-2, L.P., Enstar Income
Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth
Program Six-A, L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar
XI, L.P., Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley
and Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1
to the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on September 16, 2003 (File No. 000-16779)).
|31.1           | Certificate of Chief Administrative Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.2           | Certificate of Chief Financial Officer pursuant
to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
*                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.1           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chief Administrative Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                                 
|32.2           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Principal Financial Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                                  

* filed herewith

None.

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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 thereunto duly authorized.

ENSTAR INCOME PROGRAM II-2, L.P.

By:	ENSTAR COMMUNICATIONS CORPORATION

Date: May 17, 2004

By:	/s/ Paul E. Martin	Name:	Paul E. Martin 
	Title:	Senior Vice President and Corporate

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EXHIBIT
INDEX



|Exhibit Number | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.1a           | Asset Purchase Agreement, dated November 8,
2002, by and among Telecommunications Management, LLC and Enstar Income Program
II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1,
L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar VIII,
L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and Enstar
Cable of Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the
quarterly report of Form 10-Q of Enstar Income Program II-2, L.P. filed on
November 12, 2002 (File No. 000-14505)).                   
|2.1b           | Letter of Amendment, dated as of February 6,
2003, between Enstar Income Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on February 14, 2003 (File No. 000-16779)).                 
|2.1c           | Letter of Amendment, dated as of April 24, 2003,
between Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P.,
Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on April 25, 2003 (File No. 000-16779)).                      
|2.1d           | Letter of Amendment, dated as of November 8,
2002, between Enstar Income Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on June 9, 2003 (File No. 000-16779)).                      
|2.1e           | Close of Asset Purchase Agreement, dated as of
September 11, 2003, between Enstar Income Program II-2, L.P., Enstar Income
Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth
Program Six-A, L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar
XI, L.P., Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley
and Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1
to the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on September 16, 2003 (File No. 000-16779)).
|31.1           | Certificate of Chief Administrative Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.2           | Certificate of Chief Financial Officer pursuant
to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
*                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.1           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chief Administrative Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                                 
|32.2           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Principal Financial Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                                  

* filed herewith