<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       June 30, 2000
                                 -------------------------

                                       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)

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

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

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
                                             ---   ---


                       Exhibit Index located at Page E-1.


<PAGE>   2
                         PART I - FINANCIAL INFORMATION

                        ENSTAR INCOME PROGRAM II-2, L.P.

                            CONDENSED BALANCE SHEETS

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

<TABLE>
<CAPTION>
                                                                               December 31,       June 30,
                                                                                  1999*             2000
                                                                             ---------------    ------------
                                                                                                (Unaudited
<S>                                                                           <C>              <C>
ASSETS:
  Cash                                                                        $  5,752,700     $  7,108,100

  Accounts receivable, net of allowance for doubtful accounts of $2,200
    and $6,400, respectively                                                        74,600          115,800

  Prepaid expenses and other assets                                                107,200           95,400

  Property, plant and equipment, net of accumulated
    depreciation of $7,943,000 and $8,152,500, respectively                      2,883,000        2,749,400

  Franchise cost, net of accumulated
    amortization of $1,329,300 and $1,371,800, respectively                         72,500           30,000

  Deferred charges, net                                                                700              400
                                                                              -------------    -------------

                                                                              $  8,890,700     $ 10,099,100
                                                                              =============    =============

                       LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
  Accounts payable                                                            $    239,600     $    194,900
  Due to affiliates                                                                257,200          711,800
                                                                              -------------    -------------

                                                                                   496,800          906,700
                                                                              -------------    -------------

PARTNERSHIP CAPITAL:
  General Partner                                                                   10,200           18,200
  Limited Partners                                                               8,383,700        9,174,200
                                                                              -------------    -------------

         TOTAL PARTNERSHIP CAPITAL                                               8,393,900        9,192,400
                                                                              -------------    -------------

                                                                              $  8,890,700     $ 10,099,100
                                                                              =============    =============
</TABLE>

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

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

                                       -2-

<PAGE>   3

                        ENSTAR INCOME PROGRAM II-2, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                     Unaudited
                                                         ---------------------------------
                                                                Three months ended
                                                                     June 30,
                                                         ---------------------------------
                                                              1999               2000
                                                         --------------    ---------------
<S>                                                      <C>               <C>
REVENUES                                                 $     990,300     $     973,400
                                                         --------------    ---------------

OPERATING EXPENSES:
   Service costs                                               290,600           286,200
   General and administrative expenses                         133,700            94,000
   General partner management fees
     and reimbursed expenses                                   133,800           144,500
   Depreciation and amortization                               156,800           130,900
                                                         --------------    ---------------

                                                               714,900           655,600
                                                         --------------    ---------------

OPERATING INCOME                                               275,400           317,800
                                                         --------------    ---------------

OTHER INCOME (EXPENSE):
   Interest income                                              51,000            93,800
   Interest expense                                             (4,700)           (3,000)
                                                         --------------    ---------------

                                                                46,300            90,800
                                                         --------------    ---------------

NET INCOME                                               $     321,700     $     408,600
                                                         ==============    ===============

Net income allocated to General Partner                  $       3,000     $       4,100
                                                         ==============    ===============

Net income allocated to Limited Partners                 $     318,700     $     404,500
                                                         ==============    ===============

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                                  $       10.67     $       13.54
                                                         ==============    ===============

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 OPERATIONS

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

<TABLE>
<CAPTION>

                                                                  Unaudited
                                                     -------------------------------------
                                                               Six months ended
                                                                   June 30,
                                                     -------------------------------------
                                                          1999                 2000
                                                     ----------------    -----------------
<S>                                                  <C>                 <C>
REVENUES                                             $     1,959,300     $     1,957,700
                                                     ----------------    -----------------

OPERATING EXPENSES:
   Service costs                                             621,300             586,200
   General and administrative expenses                       250,300             165,700
   General partner management fees
     and reimbursed expenses                                 263,900             308,500
   Depreciation and amortization                             312,600             260,000
                                                     ----------------    -----------------

                                                           1,448,100           1,320,400
                                                     ----------------    -----------------

OPERATING INCOME                                             511,200             637,300
                                                     ----------------    -----------------

OTHER INCOME (EXPENSE):
   Interest income                                           100,000             168,400
   Interest expense                                           (8,300)             (7,200)
                                                     ----------------    -----------------

                                                              91,700             161,200
                                                     ----------------    -----------------

NET INCOME                                           $       602,900     $       798,500
                                                     ================    =================

Net income allocated to General Partner              $         6,000     $         8,000
                                                     ================    =================

Net income allocated to Limited Partners             $       596,900     $       790,500
                                                     ================    =================

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                              $         19.98     $         26.46
                                                     ================    =================

AVERAGE LIMITED PARTNERSHIP
   UNITS OUTSTANDING DURING PERIOD                            29,880              29,880
                                                     ================    =================
</TABLE>

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


                                      -4-

<PAGE>   5


                        ENSTAR INCOME PROGRAM II-2, L.P.

                       CONDENSED STATEMENTS OF CASH FLOWS

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

<TABLE>
<CAPTION>

                                                                                 Unaudited
                                                                      ----------------------------
                                                                            Six months ended
                                                                                June, 30
                                                                      ----------------------------
                                                                          1999            2000
                                                                      ------------    ------------
<S>                                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                         $    602,900    $    798,500
   Adjustments to reconcile net income to net cash
     from operating activities:
       Depreciation and amortization                                       312,600         260,000
       Changes in:
         Accounts receivable, prepaid expenses and other assets            (91,300)        (29,400)
         Accounts payable and due to affiliates                             36,500         409,900
                                                                      ------------    ------------

             Net cash from operating activities                            860,700       1,439,000
                                                                      ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                    (96,800)        (83,600)
   Increase in intangible assets                                            (1,900)              -
                                                                      ------------    ------------

             Net cash from investing activities                            (98,700)        (83,600)


INCREASE IN CASH                                                           762,000       1,355,400

CASH AT BEGINNING OF PERIOD                                              4,468,300       5,752,700
                                                                      ------------    ------------

CASH AT END OF PERIOD                                                 $  5,230,300    $  7,108,100
                                                                      ============    ============
</TABLE>

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


                                      -5-

<PAGE>   6


                        ENSTAR INCOME PROGRAM II-2, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

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


1.     INTERIM FINANCIAL STATEMENTS

                  The accompanying condensed interim financial statements for
Enstar Income Program II-2, L.P. (the "Partnership") as of June 30, 2000 and for
the three and six months ended June 30, 2000 and 1999 are unaudited. These
condensed interim financial statements should be read in conjunction with the
audited financial statements and notes thereto included in our latest Annual
Report on Form 10-K. 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 and six months ended June 30,
2000 are not necessarily indicative of results for the entire year.

2.     TRANSACTIONS WITH THE GENERAL PARTNER 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
$48,700 and $97,900 for the three and six months ended June 30, 2000,
respectively. For the three and six months ended June 30, 1999, management fee
expense approximated $49,500 and $98,000, 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 that were provided by Falcon Communications, L.P.
and its affiliates (collectively, "Falcon") prior to November 12, 1999. 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
$95,800 and $210,600 for the three and six months ended June 30, 2000,
respectively. For the three and six months ended June 30, 1999, the total amount
charged to the Partnership for these services was $84,300 and $165,900,
respectively.

                  Substantially all programming services have been purchased
through Charter since November 12, 1999. Before that time, substantially all
programming services were purchased through Falcon. Falcon charged the
Partnership for these costs based on an estimate of what ECC could negotiate for
such programming services for the 15 partnerships managed as a group. Charter
charges the Partnership for these costs based on its costs. The Partnership
recorded programming fee expense of $175,100 and $374,900 for the three and six
months ended June 30, 2000, respectively. For the three and six months ended
June 30, 1999, programming fee expense was $233,700 and $459,400, respectively.


                                      -6-
<PAGE>   7


                        ENSTAR INCOME PROGRAM II-2, L.P.

              NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)

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


                  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 Partner. The General Partner does not own units of partnership
interest in the Partnership, but rather holds a participation interest in the
income, losses and distributions of the Partnership.

4.     SUBSEQUENT EVENT

                  On August 8, 2000, the Partnership, together with certain
affiliates, (collectively, the "Sellers") entered into a purchase and sale
agreement (the "Agreement") with Multimedia Acquisition Corp., an affiliate of
Gans Multimedia Partnership, (the "Purchaser"). The Agreement provides for the
Purchaser to acquire the assets comprising the Partnership's cable systems
serving Hillsboro, Illinois and Malden, Missouri, as well as certain assets of
other affiliates.

                  The aggregate purchase price payable to the Sellers pursuant
to the Agreement is $94,929,400 in cash (subject to normal closing adjustments).
Of that amount, $15,530,400 (subject to closing adjustments) is payable to the
Partnership. The allocation of the purchase price among each of the Sellers was
assigned by the Purchaser for each of the systems.

                  The Purchaser's obligation to acquire the cable systems is
subject to numerous closing conditions, including without limitation: (a)
receipt of the necessary governmental consents to transfer franchises covering
an aggregate of 90% of the subscribers of all of the Sellers; (b) receipt of
certain other material consents and approvals required for the consummation of
the sale; (c) receipt of the necessary approvals of the Limited Partners of each
Seller; and (d) other standard closing conditions. With respect to clause (c)
above, completion of the transaction is contingent on the Limited Partners of
the Partnership and the other selling affiliates voting to approve the sale.


                                      -7-


<PAGE>   8


                        ENSTAR INCOME PROGRAM II-2, L.P.


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, 1999 for additional information regarding such
matters and the effect thereof on the Partnership's business.

RESULTS OF OPERATIONS

                  Our revenues decreased from $990,300 to $973,400, or by 1.7%,
and from $1,959,300 to $1,957,700, or less than 1%, for the three and six months
ended June 30, 2000, as compared to the corresponding periods in 1999. Of the
$16,900 decrease for the three months ended June 30, 2000, approximately $33,500
was due to a decrease in the number of subscribers and $27,700 was due to
decreases in other revenue producing items. The decrease was partially offset by
a $44,300 increase in regulated service rates. Of the $1,600 decrease in
revenues for the six months ended June 30, 2000, $55,400 was due to a decrease
in the number of subscribers and $28,900 was due to decreases in other revenue
producing items. The decreases were partially offset by a $82,700 increase in
regulated service rates. As of June 30, 2000, we had approximately 8,500 basic
subscribers and 1,400 premium service units.

                  Effective with the acquisition of Falcon Communications, L.P.
(Falcon) by Charter Communications Holdings Company, LLC on November 12, 1999,
certain activities previously incurred at the Partnership and expensed through
service cost and general and administrative expense have been either eliminated
by Charter, or have been reimbursed by the Partnership based on Charter's costs
incurred. These reimbursed costs are included in general partner management fees
and reimbursed expenses on the Partnership's statements of operations. The total
of service costs, general and administrative expenses and general partner
management fees and reimbursed expenses decreased from $558,100 to $524,700, or
by 6.0%, and from $1,135,500 to $1,060,400, or by 6.6%, for the three and six
months ended June 30, 2000, as compared to the corresponding periods in 1999.

                  Our service costs decreased from $290,600 to $286,200, or by
1.5%, and from $621,300 to $586,200, or by 5.6%, for the three and six months
ended June 30, 2000, as compared to the corresponding periods in 1999. Service
costs represent costs directly attributable to providing cable services to
customers. The decrease was primarily due to decreases in programming fees,
personnel costs and certain costs incurred by the Partnership prior to the
Charter acquisition that are now incurred by Charter and reimbursed by the
Partnership, as discussed above. Programming fees decreased as a result of lower
rates that Charter has extended to us and a decrease in subscribers.


                                      -8-
<PAGE>   9

                        ENSTAR INCOME PROGRAM II-2, L.P.


                  Our general and administrative expenses decreased from
$133,700 to $94,000, or by 29.7%, and from $250,300 to $165,700, or by 33.8%,
for the three and six months ended June 30, 2000, as compared to the
corresponding periods in 1999, primarily due to decreases in marketing expenses
and certain costs incurred by us prior to the Charter acquisition on November
12, 1999 that are now incurred by Charter and reimbursed by us, as discussed
above.

                  General partner management fees and reimbursed expenses
increased from $133,800 to $144,500, or by 8.0%, and from $263,900 to $308,500,
or by 16.9%, for the three and six months ended June 30, 2000, as compared to
the corresponding periods in 1999. As discussed above, Charter now performs
certain management and operational functions formerly performed by us. This has
resulted in us having more reimbursable costs and lower service costs and
general and administrative expenses.

                  Depreciation and amortization expense decreased from $156,800
to $130,900, or by 16.5%, and from $312,600 to $260,000, or by 16.8%, for the
three and six months ended June 30, 2000, as compared to the corresponding
periods in 1999. The decrease is due to some fixed assets being fully
depreciated.

                  Operating income increased from $275,400 to $317,800, or by
15.4%, and from $511,200 to $637,300, or by 24.7%, for the three and six months
ended June 30, 2000, as compared to the equivalent periods in 1999, primarily
due to decreased programming fees and depreciation and amortization as described
above.

                  Interest income, net of interest expense, increased from
$46,300 to $90,800, or by 96.1%, and from $91,700 to $161,200, or by 75.8%, for
the three and six months ended June 30, 2000, as compared to the corresponding
periods in 1999, 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 increased
from $321,700 to $408,600, or by 27.0%, and from $602,900 to $798,500, or by
32.4%, for the three and six months ended June 30, 2000, as compared to the
corresponding periods in 1999.

                  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 as a percentage of
revenues increased from 43.6% to 46.1% and 42.0% to 45.8% during the three and
six months ended June 30, 2000, as compared to the corresponding periods in
1999. The increase was primarily due to lower programming fees, marketing
expenses and insurance premiums as described above. EBITDA increased from
$432,200 to $448,700, or by 3.8%, and from $823,800 to $897,300, or by 8.9%,


                                      -9-

<PAGE>   10

                        ENSTAR INCOME PROGRAM II-2, L.P.


during the three and six months ended June 30, 2000, as compared to the
corresponding periods in 1999.

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.

                  In accordance with the partnership agreement, Enstar
Communications Corporation, our corporate general partner, has implemented a
plan for liquidating the Partnership. On August 8, 2000, the Partnership,
together with certain affiliates, (collectively, the "Sellers") entered into a
purchase and sale agreement (the "Agreement") with Multimedia Acquisition Corp.,
an affiliate of Gans Multimedia Partnership, (the "Purchaser"). The Agreement
provides for the Purchaser to acquire the assets comprising the Partnership's
cable system serving Hillsboro, Illinois and Malden, Missouri, as well as
certain assets of other affiliates.

                  The aggregate purchase price payable to the Sellers pursuant
to the Agreement is $94,929,400 in cash (subject to normal closing adjustments).
Of that amount, $15,530,400 (subject to closing adjustments) is payable to the
Partnership. The allocation of the purchase price among each of the Sellers was
assigned by the Purchaser for each of the systems.

                  The Purchaser's obligation to acquire the cable systems is
subject to numerous closing conditions, including without limitation: (a)
receipt of the necessary governmental consents to transfer franchises covering
an aggregate of 90% of the subscribers of all of the Sellers; (b) receipt of
certain other material consents and approvals required for the consummation of
the sale; (c) receipt of the necessary approvals of the Limited Partners of each
Seller; and (d) other standard closing conditions. With respect to clause (c)
above, completion of the transaction is contingent on the Limited Partners of
the Partnership and the other selling affiliates voting to approve the sale.

                  Enstar Communications Corporation is currently preparing a
proxy for submission to the Partnership's Limited Partners for the purpose of
approving or disapproving the sale. If all of the Partnership's assets are sold,
Enstar Communications Corporation will proceed to liquidate the Partnership
following the settlement of their final liabilities.

                  At June 30, 2000, the Partnership had no debt outstanding. The
Partnership relies upon cash flow from operations to meet operating requirements
and fund necessary capital expenditures. Although the Partnership currently has
a significant cash balance, there can be no assurance that the Partnership's
cash flow will be adequate to meet its future liquidity requirements.

                  Approximately 73% of our subscribers 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


                                      -10-
<PAGE>   11

                        ENSTAR INCOME PROGRAM II-2, L.P.


purchase insurance coverage in amounts our management views as appropriate for
all other property, liability, automobile, workers' compensation and other type
a of insurable risks.

                  Our operating activities provided $578,300 more cash in the
six months ended June 30, 2000 than in the corresponding period of 1999. Changes
in receivables, prepaid expenses and other assets used $61,900 less cash during
the six months ended June 30, 2000 due to differences in the timing of
receivable collections and the payment of prepaid expenses. We used $373,400
more cash to pay liabilities owed to affiliates and third party creditors during
the six months ended June 30, 2000 due to differences in the timing of payments.

                  We used $15,100 less cash in investing activities during the
six months ended June 30, 2000 than in the corresponding six months of 1999 due
to an decrease in expenditures for tangible assets.

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.

                                      -11-

<PAGE>   12
                        ENSTAR INCOME PROGRAM II-2, L.P.




PART II.                   OTHER INFORMATION


ITEMS 1-5.    Not applicable.

ITEM 6.             Exhibits and Reports on Form 8-K

              (a)   Exhibits


                    10.1  Asset Purchase Agreement, dated August 8, 2000, by and
                          among Multimedia Acquisition Corp., as Buyer, and
                          Enstar Income Program II-1, L.P., Enstar Income
                          Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                          Enstar Income/Growth Program Six-A, L.P., Enstar IX,
                          Ltd., Enstar XI, Ltd., Enstar IV/PBD Systems Venture,
                          Enstar Cable of Cumberland  Valley and Enstar Cable of
                          Macoupin County, as Sellers. (1)

                    27.1  Financial Data Schedule.*
              (b)   Reports on Form 8-K


                    -     On July 18, 2000, an 8-K dated July 14, 2000, was
                          filed to announce a change in the Partnership's
                          principal independent accountants


-------

* Filed herewith.

(1)   Incorporated by reference to the Current Report on Form 10-Q of Enstar
      Income Program II-1, L.P., filed with the Commission on or about August
      14, 2000.



                                      -12-
<PAGE>   13
                                   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.

                          a GEORGIA LIMITED PARTNERSHIP
                          -----------------------------
                                  (Registrant)



                           By:  ENSTAR COMMUNICATIONS CORPORATION
                                General Partner





Date: August 14, 2000    By: /s/  Kent D. Kalkwarf
                            -------------------------------
                            Kent D. Kalkwarf
                            Executive Vice President and Chief Financial Officer
                              (Principal Financial Officer and Principal
                               Accounting Officer)




                                      -13-



<PAGE>   14



                                  EXHIBIT INDEX





Exhibit
Number                              Description


10.1     Asset Purchase Agreement, dated August 8, 2000, by and among Multimedia
         Acquisition Corp., as Buyer, and Enstar Income Program II-1, L.P.,
         Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
         Enstar Income/Growth Program Six-A, L.P., Enstar IX, Ltd., Enstar XI,
         Ltd., Enstar IV/PBD Systems Venture, Enstar Cable of Cumberland Valley
         and Enstar Cable of Macoupin County, as Sellers((incorporated  by
         reference to the Current  Report on Form 10-Q of Enstar Income Program
         II-1, L.P., filed with the Commission on or about August 14, 2000).

27.1     Financial Data Schedule.




                                      E-1