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 June 30, 2003
 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 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 June 30, 2003
                                Table of Contents



|PART I.   FINANCIAL INFORMATION                                                                                       | Page No.
|--------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                      |         
|Item 1. Financial Statements - Enstar Income Program II-2, L.P.                                                       |         
|Condensed Statements of Net Assets in Liquidation as of June 30, 2003 and December 31, 2002                           | 3       
|Condensed Statements of Changes in Net Assets in Liquidation for the
    three and six months ended June 30, 2003     | 4       
|Condensed Statements of Operations for the
    three and six months ended June 30, 2002                               | 5       
|Condensed Statement of Cash Flows for the
    six months ended June 30, 2003                                          | 6       
|Notes to Unaudited Financial Statements                                                                               | 7       
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 11      
|Item 4.   Controls and Procedures                                                                                     | 15      
|                                                                                                                      |         
|PART II.  OTHER INFORMATION                                                                                           |         
|                                                                                                                      |         
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | 17      
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 17      
|                                                                                                                      |         
|SIGNATURES                                                                                                            | 19      
|                                                                                                                      |         
|EXHIBIT INDEX                                                                                                         | 20      

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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)

`June 30,    December 31,
                                                                          2003          2002
                                                                      ------------  ------------
                                                                       (Unaudited)
ASSETS:
   Cash and cash equivalents........................................ $  3,093,600  $  4,533,100
   Accounts receivable, net.........................................       10,700        13,400
   Due from affiliates..............................................       13,300            --
   Prepaid expenses ................................................       33,100         8,300
   Property, plant and equipment....................................      720,500       720,500
                                                                      ------------  ------------
         Total assets...............................................    3,871,200     5,275,300
                                                                      ------------  ------------

LIABILITIES:
   Accounts payable and accrued liabilities.........................       73,600       500,700
   Due to affiliates................................................           --     1,121,200
                                                                      ------------  ------------
          Total liabilities.........................................       73,600     1,621,900
                                                                      ------------  ------------
NET ASSETS IN LIQUIDATION:
   General Partners.................................................      (35,800)      (37,200)
   Limited Partners.................................................    3,833,400     3,690,600
                                                                      ------------  ------------
                                                                     $  3,797,600  $  3,653,400
                                                                      ============  ============`

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)

                          (Unaudited)

`Three Months Ended   Six Months Ended
                                                                    June 30, 2003       June 30, 2003
                                                                 ------------------   ----------------
Additions:
  Revenues..................................................... $           238,500  $         462,300
  Interest income..............................................              10,300             18,500
                                                                 ------------------   ----------------
      Total additions..........................................             248,800            480,800
                                                                 ------------------   ----------------
Deductions:
  Service costs................................................              94,900            195,400
  General and administrative expenses..........................              26,100             68,300
  General partner management fees and reimbursed expenses......              28,000             52,600
  Capital expenditures.........................................               7,300             12,400
  Other expense................................................               3,700              7,900
                                                                 ------------------   ----------------
      Total deductions.........................................             160,000            336,600
                                                                 ------------------   ----------------
Net increase in net assets in liquidation......................              88,800            144,200

NET ASSETS IN LIQUIDATION, beginning of period.................           3,708,800          3,653,400
                                                                 ------------------   ----------------
NET ASSETS IN LIQUIDATION, end of period....................... $         3,797,600  $       3,797,600
                                                                 ==================   ================`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

                  CONDENSED STATEMENTS OF OPERATIONS

                           (Unaudited)

`Three Months Ended   Six Months Ended
                                                                       June 30, 2002        June 30, 2002
                                                                     ------------------   ----------------

REVENUES........................................................... $           304,900  $       1,239,700
                                                                     ------------------   ----------------

OPERATING EXPENSES:
   Service costs...................................................              84,000            408,000
   General and administrative expenses.............................              64,200            144,000
   General partner management fees and reimbursed expenses.........              53,800            206,000
   Depreciation and amortization...................................              35,400            139,100
                                                                     ------------------   ----------------
                                                                                237,400            897,100
                                                                     ------------------   ----------------
        Operating income ..........................................              67,500            342,600
                                                                     ------------------   ----------------

OTHER INCOME:
   Interest income.................................................              52,600             80,900
   Gain on sale of cable systems...................................          11,166,600         11,103,600
                                                                     ------------------   ----------------
                                                                             11,219,200         11,184,500
                                                                     ------------------   ----------------
NET INCOME......................................................... $        11,286,700  $      11,527,100
                                                                     ==================   ================
NET INCOME ALLOCATED TO GENERAL PARTNERS........................... $           112,900  $         115,300
                                                                     ==================   ================
NET INCOME ALLOCATED TO LIMITED PARTNERS........................... $        11,173,800  $      11,411,800
                                                                     ==================   ================
NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST................ $            373.96  $          381.92
                                                                     ==================   ================
LIMITED PARTNERSHIP UNITS OUTSTANDING
DURING PERIOD......................................................              29,880             29,880
                                                                     ==================   ================`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

                 CONDENSED STATEMENT OF CASH FLOWS

                 SIX MONTHS ENDED JUNE 30, 2002

                           (Unaudited)

`CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income...................................................................... $  11,527,100
   Adjustments to reconcile net income to net cash from
     operating activities:
      Depreciation and amortization................................................       139,100
      Gain on sale of cable systems................................................   (11,103,600)
      Changes in:
      Accounts receivable, prepaid expenses and other assets.......................        66,800
      Accounts payable, accrued liabilities and due to affiliates..................       784,700
                                                                                     -------------
          Net cash from operating activities.......................................     1,414,100
                                                                                     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures............................................................       (32,900)
   Proceeds from sale of cable systems.............................................    13,195,300
                                                                                     -------------
          Net cash from investing activities.......................................    13,162,400
                                                                                     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to partners.......................................................   (15,890,500)
                                                                                     -------------
          Net cash from financing activities.......................................   (15,890,500)
                                                                                     -------------
          Net increase in cash ....................................................    (1,314,000)

CASH, beginning of period..........................................................     9,745,500
                                                                                     -------------
CASH, end of period................................................................ $   8,431,500
                                                                                     =============`

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 June 30, 2003, and
for the three and six months ended June 30, 2003 and 2002, 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, 2002. 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 and six months ended June 30, 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.

As discussed in Note 2, the financial statements as of June
30, 2003 and December 31, 2002 are presented on a liquidation basis of
accounting. Accordingly, the financial information in the condensed statements
of changes in net assets in liquidation for the three and six months ended June
30, 2003 is presented on a different basis of accounting than the financial
statements for the three and six months ended June 30, 2002, which is prepared
on the historical cost basis of accounting. As a result, depreciation and
amortization ceased upon conversion to liquidation accounting and capital
expenditures are expensed as incurred.

Certain reclassifications have been made to conform to
current period presentation.

2.	LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE
SYSTEMS

Enstar Communications Corporation (ECC), the Corporate
General Partner, continues to operate the Partnership's Malden, Missouri cable
television system, the Partnership's only remaining cable system, during the
divestiture transactions for the benefit of the unit holders.

On April 10, 2002, pursuant to an asset purchase agreement
dated August 29, 2001, the Partnership completed the sale of all of the
Partnership's Illinois cable television systems in and around Hillsboro,
Jerseyville, Nokomis and Pana, Illinois to Charter Communications Entertainment
I, LLC ("CCE-I"), an affiliate of the Corporate General Partner and an indirect
subsidiary of Charter Communications, Inc. ("Charter"), for a total sale price
of approximately $13.2 million (the "Charter Sale"). The Charter Sale was part
of a larger transaction in which the Partnership and five other affiliated
partnerships (which, together with the Partnership are collectively referred to
as the "Selling Partnerships") sold all of their assets used in the operation of
their respective Illinois cable television systems to CCE-I and two of its
affiliates (also referred to, with CCE-I, as the "Purchasers") for a total cash
sale price of $63.0 million. Each Selling Partnership received the same value
per customer. In addition, the Limited Partners of each of the Selling
Partnerships approved an amendment to their respective partnership agreement to
allow the sale of assets to an affiliate of such partnership's General Partner.
The Purchasers are each indirect subsidiaries of the Corporate General Partner's
ultimate parent company, Charter, and, therefore, are affiliates of the
Partnership and each of the other Selling Partnerships.

The Charter Sale resulted from a sale process actively
pursued since 1999, when the Corporate General Partner sought purchasers for all
of the cable television systems of the Selling Partnerships, as well as eight
other affiliated limited partnership cable operators of which the Corporate
General Partner is also the general partner. This effort was undertaken
primarily because, based on the Corporate General Partner's experience in the
cable television industry, it was concluded that generally applicable market
conditions and competitive factors were making (and would increasingly make) it
extremely difficult for smaller operators of rural cable systems (such as the
Partnership and the other affiliated Enstar partnerships) to effectively compete
and be financially successful. This determination was based on the anticipated
cost of electronics and additional equipment to enable the Partnership's systems
to operate on a two-way basis with improved technical capacity, insufficiency of
Partnership cash reserves and cash flows from operations to finance such
expenditures, limited customer growth potential due to the Partnership's
systems' rural location, and a general inability of a small cable system
operator such as the Partnership to benefit from economies of scale and the
ability to combine and integrate systems that large cable operators have.
Although limited plant upgrades have been made, the Corporate General Partner
projected that if the Partnership made the comprehensive additional upgrades
deemed necessary to enable enhanced and competitive services, particularly
two-way capability, the Partnership would not recoup the costs or regain its ability
to operate profitably within the remaining term of its franchises, and as a
result, making these upgrades would not be economically prudent.

After setting aside $2.0 million to fund the Malden, Missouri
system's working capital needs and paying or providing for the payment of the
expenses of the Charter Sale, the Corporate General Partner made distributions
of the allocable share of the remaining net sale proceeds, in accordance with
the Partnership Agreement. The Partnership made an initial distribution of
approximately $15.9 million on or about May 15, 2002, with a second distribution
of $3.4 million made on or about September 24, 2002.

On November 8, 2002, the Partnership entered into an asset
purchase agreement providing for the sale of its Malden, Missouri cable system
to Telecommunications Management, LLC (Telecommunications Management) for a
total sale price of approximately $1,702,500 (approximately $825 per customer
acquired). This sale is a part of a larger transaction in which the Partnership
and eight other affiliated partnerships (which, together with the Partnership
are collectively referred to as the "Telecommunications Management Selling
Partnerships") would sell all of their remaining assets used in the operation of
their respective cable systems to Telecommunications Management for a total cash
sale price of approximately $15,341,600 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale is
subject to the approval of a majority of the holders of the Partnership's units
and approval of the holders of the other Telecommunications Management Selling
Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. In April 2003, a
majority of the Limited Partners approved the Telecommunications Management Sale
and a plan of liquidation.

On February 6, 2003, the Partnership entered into a side
letter amending the asset purchase agreement providing for the sale of all of
its cable systems to Telecommunications Management. The February 6, 2003 side
letter amends the asset purchase agreement and Deposit Escrow Agreement to
extend the date of the second installment of the deposit and the Outside Closing
Date each by 60 days. On April 7, 2003, the second installment of the escrow
deposit was due and was not made.

On April 24, 2003, the Partnership entered into another side
letter amending the asset purchase agreement providing for the sale of all of
its cable systems to Telecommunications Management. The April 24, 2003 side
letter amends the asset purchase agreement and Deposit Escrow Agreement to
extend the date of the second installment of the deposit to May 15, 2003 and the
Outside Closing Date to September 30, 2003.

On June 6, 2003, the Partnership entered into a third side
letter amending the asset purchase agreement providing for the sale of all of
its cable systems to Telecommunications Management. The June 6, 2003 side letter
amends the asset purchase agreement to reduce the purchase price of the
remaining cable systems in the Selling Partnerships to approximately
$14,487,200, subject to closing sale price adjustments, of which approximately
$1,651,200 relates to the remaining cable system in the Partnership. In
addition, $250,000 was deposited in the Deposit Escrow Account concurrent with
the execution of the side letter.

The Partnership finalized its proposed plan of liquidation in
December 2002 in connection with the filing of a proxy to obtain partner
approval for the sale of the Partnership's final cable system and the subsequent
liquidation and dissolution of the Partnership. In April 2003, the required
number of votes necessary to implement the plan of liquidation were obtained. As
a result, the Partnership changed its basis of accounting to the liquidation
basis as of December 31, 2002. Upon changing to liquidation basis accounting,
the Partnership recorded $22,200 of accrued costs of liquidation representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because management is unable to
develop reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment due to the current
uncertainties surrounding the final dissolution of the Partnership, no
adjustments have been recorded to reflect assets at estimated realizable values
or to reflect estimates of future operating results. These adjustments will be
recorded once a sale is imminent and the net sales proceeds are reasonably
estimable. Accordingly, the assets in the accompanying statements of net assets
in liquidation as of June 30, 2003 and December 31, 2002 have been stated at
historical book values. 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 a result of future
operations, the sale proceeds ultimately received by the Partnership and
adjustments if any to estimated costs of liquidation. There was no change to the
accrued costs of liquidation during the three and six months ended June 30,
2003.

The Corporate General Partner's intention is to settle the
outstanding obligations of the Partnership and terminate the Partnership as
expeditiously as possible. Final dissolution of the Partnership and related cash
distributions to the partners will occur upon obtaining final resolution of all
liquidation issues.

3.	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, for a monthly
management fee of 5% of gross revenues. Management fee expense approximated
$11,900 and $15,200 for the three months ended June 30, 2003 and 2002,
respectively, and $23,100 and $62,000 for the six months ended June 30, 2003 and
2002, 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 $16,100 and $38,500 for the three months ended June 30,
2003 and 2002, respectively, and $29,500 and $143,900 for the six months ended
June 30, 2003 and 2002, respectively.

Substantially all programming services are purchased through
Charter. Charter charges the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $56,000 and $65,200 for the
three months ended June 30, 2003 and 2002, respectively, and $112,500 and
$283,900 for the six months ended June 30, 2003 and 2002, respectively.
Programming fees are included in service costs in the accompanying condensed
statement of changes in net assets in liquidation and statement of
operations.

As disclosed in Charter's Quarterly Report on Form 10-Q, the
parent of the Corporate General Partner and the Manager is the defendant in
twenty-two 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 and an SEC investigation. 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.

4.	NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST

Net income per unit of limited partnership interest is
based on the average number of units outstanding during the periods presented.
For this purpose, net income, excluding gain on sale of cable systems, has been
allocated 99% to the Limited Partners and 1% to the General Partners. Gain on
sale of cable systems has been allocated in accordance with the partnership
agreement, first to the Limited Partners and to the General Partners to
eliminate any negative equity balance on the date of sale, and then in the
amount of 99% to the Limited Partners and 1% to the General Partners. Gains and
losses will be allocated in this manner until the Limited Partners have received
an amount equal to their adjusted subscription amount and liquidation
preference, as defined, and thereafter 85% to the Limited Partners and 15% to
the General Partners. The General Partners do not own units of partnership
interest in the Partnership, but rather hold a participation interest in the
income, losses and distributions of the Partnership. Upon dissolution of the
Partnership, any negative capital account balances remaining after all
allocations and distributions are made must be funded by the respective
partners.

Distributions have been allocated in accordance with the
partnership agreement, 99% to the Limited Partners and 1% to the General
Partners. Distributions will be allocated in this manner until the Limited
Partners have received an amount equal to their adjusted subscription amount and
liquidation preference, as defined, and thereafter 85% to the Limited Partners
and 15% to the General Partners.

5.	RECENTLY ISSUED ACCOUNTING STANDARDS

In April of 2003, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The adoption of SFAS No. 149 will
not have an impact on the Partnership's financial condition or results of
operations.

In May of 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 will not have
an impact on the Partnership's financial condition or results of operations.



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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 results of operations, regulatory
requirements, competition, capital needs and general business conditions
applicable to us. Such forward-looking statements involve risks and
uncertainties including, without limitation, the uncertainty of legislative and
regulatory changes and the rapid developments in the competitive environment
facing cable television operators such as us. In addition to the information
provided herein, reference is made to our Annual Report on Form 10-K for the
year ended December 31, 2002 for additional information regarding such matters
and the effect thereof on our business.

The Partnership finalized its proposed plan of liquidation in
December 2002 in connection with the filing of a proxy to obtain partner
approval for the sale of the Partnership's final cable system and the subsequent
liquidation and dissolution of the Partnership. In April 2003, the required
number of votes necessary to implement the plan of liquidation were obtained. As
a result, the Partnership changed its basis of accounting to the liquidation
basis as of December 31, 2002. Upon changing to liquidation basis accounting,
the Partnership recorded $22,200 of accrued costs of liquidation representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because management is unable to
develop reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment due to the current
uncertainties surrounding the final dissolution of the Partnership, no
adjustments have been recorded to reflect assets at estimated realizable values
or to reflect estimates of future operating results. These adjustments will be
recorded once a sale is imminent and the net sales proceeds are reasonably
estimable. Accordingly, the assets in the accompanying statement of net assets
in liquidation as of June 30, 2003 and December 31, 2002 have been stated at
historical book values. Distributions ultimately made to the partners upon
liquidation will differ from the net assets in liquidation recorded in the
accompanying statement of net assets in liquidation as a result of future
operations, the sale proceeds ultimately received by the Partnership and
adjustments if any to estimated costs of liquidation. There was no change to the
accrued costs of liquidation during the three and six months ended June 30,
2003.

RESULTS OF OPERATIONS

On April 10, 2002, we completed the sale of our Illinois
cable television systems in and around Hillsboro, Jerseyville, Nokomis and Pana,
Illinois. Accordingly, results of operations for the three and six months ended
June 30, 2003 are not comparable to and are on a different basis of accounting
than the three and six months ended June 30, 2002.

Revenues decreased $66,400 from $304,900 to $238,500, or
21.8%, and $777,400 from $1,239,700 to $462,300, or 62.7%, for the three and six
months ended June 30, 2003, respectively, compared to the corresponding periods
in 2002. The decrease for the three months ended June 30, 2003 was primarily as
a result of the sale of the Partnership's Illinois cable systems in April 2002
offset by a $14,200 adjustment to advertising revenues to true-up estimates of
advertising revenue recorded in prior periods. Revenues for the three and six
months ended June 30, 2002 included $79,600 and $803,600, respectively, related
to the Partnership's Illinois cable systems. The decrease for the six months
ended June 30, 2003 was primarily due to a decline in the number of customers as
a result of the sale of the Partnership's Illinois cable systems in April 2002
offset by an increase in revenues as a result of the adjustment to advertising
revenues discussed above and an increase in premium service customers. As of
June 30, 2003 and 2002, we had approximately 1,900 and 2,000 basic service
customers, respectively, and 300 and 200 premium service customers,
respectively.

Service costs increased $10,900 from $84,000 to $94,900, or
13.0%, and decreased $212,600 from $408,000 to $195,400, or 52.1%, for the three
and six months ended June 30, 2003, respectively, compared to the corresponding
periods in 2002. Service costs represent programming costs and other costs
directly attributable to providing cable services to customers. The increase for
the three months ended June 30, 2003 is a result of an increase in maintenance
expenditures and personnel costs. The decrease for the six months ended June 30,
2003 was primarily a result of the sale of the Partnership's Illinois cable
systems in April 2002 offset partially by an increase in maintenance
expenditures and personnel costs.

General and administrative expenses decreased $38,100 from
$64,200 to $26,100, or 59.3%, and $75,700 from $144,000 to $68,300, or 52.6%,
for the three and six months ended June 30, 2003, respectively, compared to the
corresponding periods in 2002. The decrease for the three months ended June 30,
2003 is primarily a result of the sale of the Partnership's Illinois cable
systems in April 2002 coupled with decreases in professional fees and insurance
costs. The decrease for the six months ended June 30, 2003 is primarily a result
of the sale of the Partnership's Illinois cable systems in April 2002.

General partner management fees and reimbursed expenses
represent administrative costs reimbursed to Charter by us based on Charter's
actual costs incurred. General partner management fees and reimbursed expenses
decreased $25,800 from $53,800 to $28,000, or 48.0%, and $153,400 from $206,000
to $52,600, or 74.5%, for the three and six months ended June 30, 2003,
respectively, compared to the corresponding periods in 2002. The decrease was
primarily due to the sale of the Partnership's Illinois cable systems in April
2002 and a $3,700 adjustment to true-up estimates of expenses related to the
advertising revenues discussed above.

Depreciation and amortization expense decreased from $35,400
to $0 and from $139,100 to $0 for the three and six months ended June 30, 2003,
respectively, compared to the corresponding periods in 2002. Depreciation and
amortization ceased upon adoption of liquidation basis accounting.

Interest income decreased $42,300 from $52,600 to $10,300, or
80.4%, and $62,400 from $80,900 to $18,500, or 77.1%, for the three and six
months ended June 30, 2002, respectively, due to lower average cash balances
available for investment due to distributions made of proceeds from the sale of
the Partnership's Illinois cable systems in May and September 2002.

Gain on sale of cable systems totaled $11,166,600 and
$11,103,600 for the three and six months ended June 30, 2002. Gain on sale of
cable systems represents the difference between the net sale proceeds and the
net book value of the investment.

Other expense of $3,700 and $7,900 for the three and six
months ended June 30, 2003, respectively, represents costs incurred in
connection with the proposed sale transaction.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased $1,439,500 from
$4,533,100 at December 31, 2002 to $3,093,600 at June 30, 2003 primarily due to
a repayment of $1,097,000 on the amounts due to affiliates and remittance of $402,500 in withholding taxes related to the
April 2002 sale of the Partnership's Illinois cable systems which had been
recorded in accounts payable and accrued expenses. Amounts due to affiliates at
December 31, 2002 primarily represent accrued and unpaid management fees and
other allocated expenses accrued since the fourth quarter of 2000. Cash and cash
equivalents decreased $1,314,000 from $9,745,500 at December 31, 2001 to
$8,431,500 at June 30, 2002 as a result of distributions to partners of
$15,890,500 offset by proceeds from the sale of cable systems of $13,195,300 and
$1,414,100 of cash provided by operating activities. Capital expenditures, which
are expensed as incurred in the three and six months ended June 30, 2003, were
$7,300 and $12,400, respectively. Capital expenditures in the six months ended June 30, 2002 were $32,900.

Cash generated by operations of the Partnership, together
with available cash balances will be used to fund any capital expenditures as
required by franchise authorities. However, our cash reserves will be
insufficient to fund a comprehensive upgrade program. If our system is not sold,
we will need to rely on increased cash flow from operations or new sources of
financing in order to meet our future liquidity requirements. There can be no
assurance that such cash flow increases can be attained, or that additional
future financing will be available on terms acceptable to us. If we are not able
to attain such cash flow increases, or obtain new sources of borrowings, we may
not be able to upgrade our cable system. As a result, the value of our system
would likely be lower than that of systems built to a higher technical
standard.

The estimated cost of completing a comprehensive upgrade of
our system in order to activate two-way capability from the Malden, Missouri
headend, as well as to increase channel capacity and allow additional video
services, would be approximately $1.7 million (for an upgrade to 550 megahertz
(MHz) capacity) to $2.0 million (for an upgrade to 870 MHz capacity). Given the
high cost of this comprehensive upgrade plan, pending sales transaction, the
limited funds available, and the belief that such a plan is not economically
prudent, the Corporate General Partner does not presently anticipate that it
will proceed with a comprehensive upgrade plan. In light of the pending
Telecommunications Management Sale, the Corporate General Partner will, however,
continue to make upgrades required by franchise agreements.

LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE
SYSTEMS

On April 10, 2002, pursuant to an asset purchase
agreement dated August 29, 2001, the Partnership completed the sale of all of
the Partnership's Illinois cable television systems in and around Hillsboro,
Jerseyville, Nokomis and Pana, Illinois to Charter Communications Entertainment
I, LLC ("CCE-I"), an affiliate of the Corporate General Partner and an indirect
subsidiary of Charter Communications, Inc., for a total sale price of
approximately $13.2 million (the "Charter Sale"). The Charter Sale was part of a
larger transaction in which the Partnership and five other affiliated
partnerships (which, together with the Partnership are collectively referred to
as the "Selling Partnerships") sold all of their assets used in the operation of
their respective Illinois cable television systems to CCE-I and two of its
affiliates (also referred to, with CCE-I, as the "Purchasers") for a total cash
sale price of $63.0 million. Each Selling Partnership received the same value
per customer. In addition, the Limited Partners of each of the Selling
Partnerships approved an amendment to their respective partnership agreement to
allow the sale of assets to an affiliate of such partnership's General Partner.
The Purchasers are each indirect subsidiaries of the Corporate General Partner's
ultimate parent company, Charter, and, therefore, are affiliates of the
Partnership and each of the other Selling Partnerships.

The Charter Sale resulted from a sale process actively
pursued since 1999, when the Corporate General Partner sought purchasers for all
of the cable television systems of the Selling Partnerships, as well as eight
other affiliated limited partnership cable operators of which the Corporate
General Partner is also the general partner. This effort was undertaken
primarily because, based on the Corporate General Partner's experience in the
cable television industry, it was concluded that generally applicable market
conditions and competitive factors were making (and would increasingly make) it
extremely difficult for smaller operators of rural cable systems (such as the
Partnership and the other affiliated Enstar partnerships) to effectively compete
and be financially successful. This determination was based on the anticipated
cost of electronics and additional equipment to enable the Partnership's systems
to operate on a two-way basis with improved technical capacity, insufficiency of
Partnership cash reserves and cash flows from operations to finance such
expenditures, limited customer growth potential due to the Partnership's
systems' rural location, and a general inability of a small cable system
operator such as the Partnership to benefit from economies of scale and the
ability to combine and integrate systems that large cable operators have.
Although limited plant upgrades have been made, the Corporate General Partner
projected that if the Partnership made the comprehensive additional upgrades
deemed necessary to enable enhanced and competitive services, particularly
two-way capability, the Partnership would not recoup the costs or regain its ability
to operate profitably within the remaining term of its franchises, and as a
result, making these upgrades would not be economically prudent.

After setting aside $2.0 million to fund the Malden, Missouri
headend's working capital needs and paying or providing for the payment of the
expenses of the Charter Sale, the Corporate General Partner made distributions
of the allocable share of the remaining net sale proceeds, in accordance with
the Partnership Agreement. The Partnership made an initial distribution of
approximately $15.9 million on or about May 15, 2002, with a second distribution
of $3.4 million made on or about September 24, 2002.

On November 8, 2002, the Partnership entered into an asset
purchase agreement providing for the sale of its Malden, Missouri cable system
to Telecommunications Management, LLC (Telecommunications Management) for a
total sale price of approximately $1,702,500 (approximately $825 per customer
acquired). This sale is a part of a larger transaction in which the Partnership
and eight other affiliated partnerships (which, together with the Partnership
are collectively referred to as the "Telecommunications Management Selling
Partnerships") would sell all of their remaining assets used in the operation of
their respective cable systems to Telecommunications Management for a total cash
sale price of approximately $15,341,600 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale is
subject to the approval of a majority of the holders of the Partnership's units
and approval of the holders of the other Telecommunications Management Selling
Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. In April 2003, a
majority of the Limited Partners approved the Telecommunications Management Sale
and a plan of liquidation.

On February 6, 2003, the Partnership entered into a side
letter amending the asset purchase agreement providing for the sale of all of
its cable systems to Telecommunications Management. The February 6, 2003 side
letter amends the asset purchase agreement and Deposit Escrow Agreement to
extend the date of the second installment of the deposit and the Outside Closing
Date each by 60 days. On April 7, 2003, the second installment of the escrow
deposit was due and was not made.

On April 24, 2003, the Partnership entered into another side
letter amending the asset purchase agreement providing for the sale of all of
its cable systems to Telecommunications Management. The April 24, 2003 side
letter amends the asset purchase agreement and Deposit Escrow Agreement to
extend the date of the second installment of the deposit to May 15, 2003 and the
Outside Closing Date to September 30, 2003.

On June 6, 2003, the Partnership entered into a third side
letter amending the asset purchase agreement providing for the sale of all of
its cable systems to Telecommunications Management. The June 6, 2003 side letter
amends the asset purchase agreement to reduce the purchase price of the
remaining cable systems in the Selling Partnerships to approximately
$14,487,200, subject to closing sale price adjustments, of which approximately
$1,651,200 relates to the remaining cable system in the Partnership. In
addition, $250,000 was deposited in the Deposit Escrow Account concurrent with
the execution of the side letter.

The Partnership finalized its proposed plan of liquidation in
December 2002 in connection with the filing of a proxy to obtain partner
approval for the sale of the Partnership's final cable system and the subsequent
liquidation and dissolution of the Partnership. In April 2003, the required
number of votes necessary to implement the plan of liquidation were obtained. As
a result, the Partnership changed its basis of accounting to the liquidation
basis as of December 31, 2002. Upon changing to liquidation basis accounting,
the Partnership recorded $22,200 of accrued costs of liquidation representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because management is unable to
develop reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment due to the current
uncertainties surrounding the final dissolution of the Partnership, no
adjustments have been recorded to reflect assets at estimated realizable values
or to reflect estimates of future operating results. These adjustments will be
recorded once a sale is imminent and the net sales proceeds are reasonably
estimable. Accordingly, the assets in the accompanying statements of net assets
in liquidation as of June 30, 2003 and December 31, 2002 have been stated at
historical book values. 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 a result of future
operations, the sale proceeds ultimately received by the Partnership and
adjustments if any to estimated costs of liquidation. There was no change to the
accrued costs of liquidation during the three and six months ended June 30,
2003.

The Corporate General Partner's intention is to settle the
outstanding obligations of the Partnership and terminate the Partnership as
expeditiously as possible. Final dissolution of the Partnership and related cash
distributions to the partners will occur upon obtaining final resolution of all
liquidation issues.

CERTAIN TRENDS AND UNCERTAINTIES

In November 2002, voters in the city of Malden, Missouri
voted and approved a referendum giving city officials the authority to pursue
the issuance of up to $9.0 million in municipal bonds to finance the
construction of a municipally owned cable system. Although the city has taken no
action to issue bonds and did approve the franchise transfer (pending
consummation of the sale) to Telecommunications Management, we believe that if a
competing system were built, the loss of customers would have an adverse impact
on our financial condition and results of operations. As of June 30, 2003, we
had approximately 1,900 basic customers in the city of Malden.

Insurance coverage is maintained for all of the cable
television properties owned or managed by Charter to cover damage to cable
distribution systems, customer connections and against business interruptions
resulting from such damage. This coverage is subject to a significant annual
deductible which applies to all of the cable television properties owned or
managed by Charter, including our properties.

All of our customers are served by our system in Malden,
Missouri, and neighboring communities. Significant damage to the system due to
seasonal weather conditions or other events could have a material adverse effect
on our liquidity and cash flows. We continue to purchase insurance coverage in
amounts our management views as appropriate for all other property, liability,
automobile, workers' compensation and other insurable risks.

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.

It is difficult to assess the impact that the general
economic slowdown will have on future operations. This could result in reduced
spending by customers and advertisers, which could reduce our revenues and
operating cash flow, as well as the collectibility of accounts receivable.

As disclosed in Charter's Quarterly Report on Form 10-Q, the
parent of our Corporate General Partner and our Manager is the defendant in
twenty-two 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 and an SEC investigation. 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.

INFLATION

Certain of our expenses, such as those for wages and
benefits, equipment repair and replacement, and billing and marketing generally
increase with inflation. However, we do not believe that our financial results
have been, or will be, adversely affected by inflation in a material manner,
provided that we are able to increase our service prices periodically, of which
there can be no assurance.

RECENTLY ISSUED ACCOUNTING STANDARDS

In April of 2003, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The adoption of SFAS No. 149 will
not have an impact on our financial condition or results of operations.

In May of
2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 will not have
an impact on our financial condition or results of operations.

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 and
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. 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 June 30, 2003 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 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS

SALES PROPOSAL. The holders of limited partnership units
voted to approve the sale of the Partnership's remaining cable television
systems and the subsequent liquidation and dissolution of the Partnership to
Telecommunications Management, LLC.

The voting results to approve the sale are:



|FOR    |  | AGAINST |  | ABSTAIN
|------ |  | ------- |  | -------
|       |  |         |  |        
|19,326 |  | 1,109   |  | 146    

The voting results to approve the plan to
liquidate the Partnership are:



|FOR    |  | AGAINST |  | ABSTAIN
|------ |  | ------- |  | -------
|       |  |         |  |        
|19,326 |  | 1,109   |  | 146    

There are 29,880 shares outstanding with 604
total holders. 384 total holders voted on this matter. The proxy process expired
on May 16, 2003.

ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K.

1. 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. *                                                                                                                                                                    
|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)).     
|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

On April 25, 2003 the registrant filed a current
report on Form 8-K dated April 24, 2003 to announce it had entered into a side
letter amending an asset purchase agreement.

On June 9, 2003 the registrant filed a current report on Form
8-K dated November 8, 2002 to announce it had entered into a side letter
amending an asset purchase agreement.

---

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 
Corporate General Partner

Date: August 14, 2003



By:	/s/ Paul E. Martin	Name:	Paul E. Martin 
	Title:	Senior Vice President and Corporate
Controller (Principal Financial Officer and Principal Accounting Officer)



---

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. *                                                                                                                                                                    
|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)).     
|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