<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   -------------------------------------------

                                    FORM 10-Q

(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, 2001
                                ----------------------------------------

                                       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                   0-14505
                                                             -------------

                        Enstar Income Program II-2, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                                     <C>

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

              12444 Powerscourt Dr., Suite 100
                     St. Louis, Missouri                                                                    63131
--------------------------------------------------------------                            ------------------------------------------
          (Address of principal executive offices)                                                       (Zip Code)


</TABLE>

Registrant's telephone number, including
area code:                                  (314) 965-0555
                                         -------------------


--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

     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
   ---      ---

<PAGE>   2





                         PART I - FINANCIAL INFORMATION

--------------------------------------------------------------------------------

                         ITEM 1. - FINANCIAL STATEMENTS

                        ENSTAR INCOME PROGRAM II-2, L.P.

                            CONDENSED BALANCE SHEETS

================================================================================
<TABLE>
<CAPTION>


                                                                                             March 31,            December 31,
                                                                                                2001                 2000*
                                                                                          -----------------    -------------------
                                                                                             (Unaudited)
<S>                                                                                     <C>                     <C>
ASSETS:

   Cash                                                                                  $      7,922,800    $        7,186,600

   Accounts receivable, net of allowance for doubtful accounts of $7,000 and $5,800,
     respectively                                                                                  169,800              239,000

   Prepaid expenses and other assets                                                                67,500               51,200

   Property, plant and equipment, net of accumulated
     depreciation of $8,486,700 and $8,379,200, respectively                                     2,661,800            2,748,800

   Franchise cost, net of accumulated
     amortization of $1,389,600 and $1,388,200, respectively                                        14,300               15,700
                                                                                          -----------------    -------------------

                                                                                        $       10,836,200   $       10,241,300
                                                                                          =================    ===================

                         LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:

   Accounts payable                                                                    $            60,300  $            68,500
   Accrued liabilities                                                                             133,800              170,400
   Due to affiliates                                                                               345,900               62,600
                                                                                          -----------------    -------------------

                                                                                                   540,000              301,500
                                                                                          -----------------    -------------------


PARTNERSHIP CAPITAL:
   General Partners                                                                                 29,300               25,700
   Limited Partners                                                                             10,266,900            9,914,100
                                                                                          -----------------    -------------------

          TOTAL PARTNERSHIP CAPITAL                                                             10,296,200            9,939,800
                                                                                          -----------------    -------------------

                                                                                       $        10,836,200  $        10,241,300
                                                                                          =================    ===================

</TABLE>

-------
* Agrees with audited balance sheet included in the Partnership's Annual Report
on Form 10-K

    The accompanying notes are an integral part of these condensed financial
statements.



                                      -2-
<PAGE>   3



                        ENSTAR INCOME PROGRAM II-2, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

================================================================================

<TABLE>
<CAPTION>


                                                                                                       Unaudited
                                                                                          -------------------------------------
                                                                                                   Three months ended
                                                                                                       March 31,
                                                                                          -------------------------------------
                                                                                               2001                 2000
                                                                                          ----------------    -----------------
<S>                                                                                     <C>                <C>

REVENUES                                                                               $          954,400  $          984,300
                                                                                          ----------------    -----------------

OPERATING EXPENSES:
   Service costs                                                                                  299,100             314,000
   General and administrative expenses                                                             95,200             103,000
   General partner management fees and reimbursed expenses                                        157,500             118,700
   Depreciation and amortization                                                                  108,900             129,100
                                                                                          ----------------    -----------------

                                                                                                  660,700             664,800
                                                                                          ----------------    -----------------

OPERATING INCOME                                                                                  293,700             319,500
                                                                                          ----------------    -----------------

OTHER INCOME (EXPENSE):
   Interest income                                                                                 62,700              74,600
   Interest expense                                                                                     -              (4,200)
                                                                                          ----------------    -----------------

                                                                                                   62,700              70,400
                                                                                          ----------------    -----------------

NET INCOME                                                                             $          356,400  $          389,900
                                                                                          ================    =================

Net income allocated to General Partners                                               $            3,600  $            3,900
                                                                                          ================    =================

Net income allocated to Limited Partners                                               $          352,800  $          386,000
                                                                                          ================    =================

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                                                                $            11.81  $            12.92
                                                                                          ================    =================

AVERAGE LIMITED PARTNERSHIP
   UNITS OUTSTANDING DURING PERIOD                                                                 29,880              29,880
                                                                                          ================    =================

</TABLE>

    The accompanying notes are an integral part of these condensed financial
statements.

                                      -3-
<PAGE>   4


                        ENSTAR INCOME PROGRAM II-2, L.P.

                       CONDENSED STATEMENTS OF CASH FLOWS

================================================================================


<TABLE>
<CAPTION>

                                                                                                       Unaudited
                                                                                          -------------------------------------
                                                                                                   Three months ended
                                                                                                       March 31,
                                                                                          -------------------------------------
                                                                                               2001                 2000
                                                                                          ----------------    -----------------
<S>                                                                                     <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                          $          356,400  $          389,900
   Adjustments to reconcile net income to net cash
     from operating activities:
       Depreciation and amortization                                                              108,900             129,100
       Changes in:
         Accounts receivable, prepaid expenses and other assets                                    52,900              42,100
         Accounts payable, accrued liabilities and due to affiliates                              238,500             (87,400)
                                                                                          ----------------    -----------------

             Net cash from operating activities                                                   756,700             473,700
                                                                                          ----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                           (20,500)            (24,000)
                                                                                          ----------------    -----------------

             Net cash from investing activities                                                   (20,500)            (24,000)
                                                                                          ----------------    -----------------

INCREASE IN CASH                                                                                  736,200             449,700

CASH AT BEGINNING OF PERIOD                                                                     7,186,600           5,752,700
                                                                                          ----------------    -----------------

CASH AT END OF PERIOD                                                                  $        7,922,800  $        6,202,400
                                                                                          ================    =================
</TABLE>

    The accompanying notes are an integral part of these condensed financial
statements.


                                      -4-
<PAGE>   5



                        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, 2001, and for the three
months ended March 31, 2001 and 2000, are unaudited. These condensed interim
financial statements should be read in conjunction with the audited financial
statements and notes thereto included in our Annual Report on Form 10-K for the
year ended December 31, 2000. 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 results of operations for the three months ended March 31, 2001,
are not necessarily indicative of results for the entire year.

2. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

     The Partnership has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation (the "Manager"), a wholly owned
subsidiary of Enstar Communications Corporation (ECC), the corporate general
partner, pursuant to which the Partnership pays a monthly management fee of 5%
of gross revenues to the Manager. Management fee expense approximated $47,700
and $49,200 for the three months ended March 31, 2001 and 2000, respectively.
Management fees are non-interest bearing.

     In addition to the monthly management fee, the Management Agreement also
provides that the Partnership reimburse the Manager for direct expenses incurred
on behalf of the Partnership and for the Partnership's allocable share of
operational costs associated with services provided by the Manager.
Additionally, Charter Communications Holding Company, LLC and its affiliates
(collectively, "Charter") 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 was $109,800 and $114,800 for the three months March 31, 2001 and
2000.

     Substantially all programming services have been purchased through Charter.
Charter charges the Partnership for these costs based on its actual costs. The
Partnership recorded programming fee expense of $211,700 and $199,400 for the
three months ended March 31, 2001 and 2000. Programming fees are included in the
service costs in the accompanying condensed statements of operations.

     The Partnership provides cable television signals to certain cable systems
in neighboring communities that are owned by other partnerships managed by ECC.
Such services are provided without fee.

3. 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 has been allocated 99% to the Limited Partners and 1% 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.



                                      -5-
<PAGE>   6

                        ENSTAR INCOME PROGRAM II-2, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

================================================================================

4. SUBSEQUENT EVENT

     The Partnership, together with certain affiliates (collectively, the
"Selling Partnerships"), entered into a purchase and sale agreement, dated as of
August 8, 2000, as amended as of September 29, 2000 (the "Agreement"), with
Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership
("Gans"). The Agreement provided for Gans to acquire the assets comprising the
Partnership's Hillsboro, Illinois and Malden, Missouri cable systems, as well as
certain assets of the other Selling Partnerships.

     Following a series of discussions and meetings, the Partnership and Gans
have determined that they will not be able to agree on certain further
amendments to the Agreement that are required in order to satisfy conditions
precedent to close the transaction. In light of this, present economic and
financial market conditions, and their impact on Gans' inability to arrange
financing in order to close the acquisition, on April 18, 2001 the parties
agreed to terminate the Agreement.

     The Partnership's corporate general partner will continue to operate the
Partnership's cable television systems and will continue to investigate
potential divestiture transactions for the benefit of its unitholders.

     On December 7, 2000, the Partnership filed a Preliminary Consent Statement
with the Securities and Exchange Commission, pursuant to which the Partnership's
corporate general partner would solicit consents from the Limited Partners to
approve the Agreement. In light of the foregoing events, the Partnership has
withdrawn the Preliminary Consent Statement.



                                      -6-
<PAGE>   7




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 the
Partnership. 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 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, 2000, for additional information regarding such matters
and the effect thereof on the Partnership's business.

RESULTS OF OPERATIONS

     Revenues decreased from $984,300 to $954,400, or 3.0%, for the three months
ended March 31, 2001, as compared to the corresponding period in 2000. The
decrease was due to a decline in the number of basic service customers,
partially offset by an increase in premium service customers. As of March 31,
2001 and 2000, we had approximately 8,100 and 8,700 basic service customers,
respectively, and 1,600 and 1,500 premium service customers, respectively.

     Service costs decreased from $314,000 to $299,100, or 4.7%, for the three
months ended March 31, 2001, as compared to the corresponding period in 2000.
Service costs represent costs directly attributable to providing cable services
to customers. The decrease was primarily due to the decline in customers and the
increase in such services being provided and billed to us by Charter. Such
expenses are included in general partner management and reimbursed expenses,
rather than service costs.

     Gross margin decreased from $670,300 to $655,300, or 2.2%, for the three
months ended March 31, 2001, as compared to the corresponding period in 2000. As
a percentage of revenues, gross margin increased from 68.1% to 68.7% for the
three months ended March 31, 2001, as compared to the corresponding period in
2000. The decrease in gross margin dollars was due to a decrease in customers
while the increase in gross margin as a percentage of revenues was due to the
increase in service costs being provided and billed to us by Charter during the
three months ended March 31, 2001, as compared to the corresponding period in
2000.

     General and administrative expenses decreased from $103,000 to $95,200, or
7.6%, for the three months ended March 31, 2001, as compared to the
corresponding period in 2000, primarily due to decreases in marketing expenses
and an increase in general and administrative expenses being provided and billed
to us by Charter during the three months ended March 31, 2001, as compared to
the corresponding period in 2000.

     General partner management fees and reimbursed expenses increased from
$118,700 to $157,500, or 32.7%, for the three months ended March 31, 2001, as
compared to the corresponding period in 2000. As discussed above, Charter now
performs certain management and operational functions formerly performed by us.
Therefore, we have higher costs reimbursed to Charter and lower service costs
and general and administrative expenses.

     Depreciation and amortization expense decreased from $129,100 to $108,900,
or 15.6%, for the three months ended March 31, 2001, as compared to the
corresponding period in 2000. The decrease is due to fewer capital expenditures
and certain fixed assets being fully depreciated during 2000 and first quarter
2001.

                                      -7-
<PAGE>   8

     Due to the factors described above, our operating income decreased from
$319,500 to $293,700, or 8.1%, for the three months ended March 31, 2001, as
compared to the corresponding period in 2000.

     Interest income, net of interest expense, decreased from $70,400 to
$62,700, or 10.9%, for the three months ended March 31, 2001, as compared to the
corresponding period in 2000, primarily due to higher average cash balances
available for investment and due to higher average interest rates earned during
2000.

     Due to the factors described above, our net income decreased from $389,900
to $356,400, or 8.6%, for the three months ended March 31, 2001, as compared to
the corresponding period in 2000.

     Based on our experience in the cable television industry, we believe that
operating income before depreciation and amortization, or EBITDA, and related
measures of cash flow serve as important financial analysis tools for measuring
and comparing cable television companies in several areas, such as liquidity,
operating performance and leverage. EBITDA is not a measurement determined under
generally accepted accounting principles (GAAP) and does not represent cash
generated from operating activities in accordance with GAAP. EBITDA should not
be considered by the reader as an alternative to net income as an indicator of
financial performance or as an alternative to cash flows as a measure of
liquidity. In addition, the definition of EBITDA may not be identical to
similarly titled measures used by other companies. EBITDA decreased from
$448,600 to $402,600, or 10.3%, during the three months ended March 31, 2001, as
compared to the corresponding period in 2000. EBITDA as a percentage of revenues
decreased from 45.6% to 42.2% during the three months ended March 31, 2001, as
compared to the corresponding period in 2000. The decrease was primarily due to
the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

     Our primary objective is to distribute to our partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses and capital requirements relating to the expansion,
improvement and upgrade of such cable television systems.

     The Partnership, together with certain affiliates (collectively, the
"Selling Partnerships"), entered into a purchase and sale agreement, dated as of
August 8, 2000, as amended as of September 29, 2000 (the "Agreement"), with
Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership
("Gans"). The Agreement provided for Gans to acquire the assets comprising the
Partnership's Hillsboro, Illinois and Malden, Missouri cable systems, as well as
certain assets of the other Selling Partnerships.

     Following a series of discussions and meetings, the Partnership and Gans
have determined that they will not be able to agree on certain further
amendments to the Agreement that are required in order to satisfy conditions
precedent to close the transaction. In light of this, present economic and
financial market conditions, and their impact on Gans' inability to arrange
financing in order to close the acquisition, on April 18, 2001 the parties
agreed to terminate the Agreement.

     The Partnership's corporate general partner will continue to operate the
Partnership's cable television systems and will continue to investigate
potential divestiture transactions for the benefit of its unitholders.

     On December 7, 2000, the Partnership filed a Preliminary Consent Statement
with the Securities and Exchange Commission, pursuant to which the Partnership's
corporate general partner would solicit consents from the Limited Partners to
approve the Agreement. In light of the foregoing events, the Partnership has
withdrawn the Preliminary Consent Statement.

     At March 31, 2001, the Partnership had no debt outstanding. The Partnership
relies upon cash flow from operations to meet operating requirements and fund
necessary capital expenditures. Despite


                                      -8-
<PAGE>   9

the Partnership's current cash balance, there can be no assurance that the
Partnership's cash flow will be adequate to meet its future liquidity
requirements.

     The Partnership maintains insurance coverage for all of the cable
television properties owned or managed by it to cover damage to cable
distribution plant and 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 those of the Partnership.

     Approximately 73% of our customers are served by our system in Hillsboro,
Illinois 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.

     Our operating activities provided $756,700 cash in the three months ended
March 31, 2001. Changes in receivables, prepaid expenses and other assets
provided $52,900 in cash during the three months ended March 31, 2001, primarily
due to receivable collections. Changes in liabilities owed to affiliates and
third party creditors provided $238,500 in cash during the three months ended
March 31, 2001, due to differences in the timing of payments. We used $20,500
cash in investing activities during the three months ended March 31, 2001, due
to capital expenditures.

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 way, provided that we are
able to increase our service rates periodically, of which there can be no
assurance.



                                      -9-
<PAGE>   10

PART II.                   OTHER INFORMATION

ITEM 6.                    EXHIBITS AND REPORTS ON FORM 8-K

                           (A)      EXHIBITS

                                    None.

                           (B)      REPORTS ON FORM 8-K

                                    On April 30, 2001, the Registrant filed a
                                    current report on Form 8-K to announce the
                                    termination of its sale agreement with
                                    Multimedia Acquisition Corp.



                                      -10-
<PAGE>   11



                                    SIGNATURE

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.

                                      a GEORGIA LIMITED PARTNERSHIP
                                     (Registrant)

                                      By:    ENSTAR COMMUNICATIONS CORPORATION
                                             General Partner

Date:  May 15, 2001                   By:    /s/  Kent D. Kalkwarf
                                             ---------------------
                                             Kent D. Kalkwarf
                                             Executive Vice President and Chief
                                             Financial Officer
                                             (Principal Financial Officer and
                                             Principal  Accounting Officer)




                                      -11-