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, 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  0-14508
                                                ----------

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

             Georgia                                     58-1628877
---------------------------------------  ---------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
 of incorporation or organization)


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


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


--------------------------------------------------------------------------------
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>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

                        ENSTAR INCOME PROGRAM II-1, L.P.

                            CONDENSED BALANCE SHEETS

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


                                                                                            December 31,          March 31,
                                                                                               1999*                 2000
                                                                                          -----------------    -----------------
                                                                                                                 (Unaudited)
ASSETS:
<S>                                                                                    <C>                  <C>
   Cash                                                                                $         2,309,000  $         2,491,400

   Accounts receivable, less allowance of $2,000 and
      $4,000 for possible losses                                                                    57,600               17,700

   Prepaid expenses and other assets                                                                77,800               74,700

   Property, plant and equipment, less accumulated
      depreciation and amortization of $3,343,900 and $3,470,700                                 4,585,500            4,470,400

   Franchise cost, net of accumulated
      amortization of $47,900 and $50,800                                                           65,900               62,900

   Deferred charges, net                                                                               700                  500
                                                                                          -----------------    -----------------

                                                                                       $         7,096,500  $         7,117,600
                                                                                          =================    =================

                                              LIABILITIES AND PARTNERSHIP CAPITAL
                                              -----------------------------------

LIABILITIES:
   Accounts payable                                                                    $           267,200  $           153,700
   Due to affiliates                                                                               244,800              175,600
                                                                                          -----------------    -----------------

          TOTAL LIABILITIES                                                                        512,000              329,300
                                                                                          -----------------    -----------------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                                                 (8,100)              (6,000)
   Limited partners                                                                              6,592,600            6,794,300
                                                                                          -----------------    -----------------

          TOTAL PARTNERSHIP CAPITAL                                                              6,584,500            6,788,300
                                                                                          -----------------    -----------------

                                                                                       $         7,096,500  $         7,117,600
                                                                                          =================    =================






</TABLE>
               *As presented in the audited financial statements.
            See accompanying notes to condensed financial statements.

                                       -2-
<PAGE>

<TABLE>
<CAPTION>

                        ENSTAR INCOME PROGRAM II-1, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

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



                                                                                                       Unaudited
                                                                                          -------------------------------------
                                                                                                   Three months ended
                                                                                                       March 31,
                                                                                          -------------------------------------
                                                                                               1999                 2000
                                                                                          ----------------    -----------------

<S>                                                                                    <C>                 <C>
REVENUES                                                                               $          776,600  $          802,000
                                                                                          ----------------    -----------------

OPERATING EXPENSES:
   Service costs                                                                                  262,600             214,100
   General and administrative expenses                                                             89,300              71,400
   General Partner management fees
      and reimbursed expenses                                                                     116,100             104,100
   Depreciation and amortization                                                                  122,200             140,000
                                                                                          ----------------    -----------------

                                                                                                  590,200             529,600
                                                                                          ----------------    -----------------

OPERATING INCOME                                                                                  186,400             272,400
                                                                                          ----------------    -----------------

OTHER INCOME (EXPENSE):
   Interest income                                                                                 21,700              28,600
   Interest expense                                                                                (4,300)             (2,700)
                                                                                          ----------------    -----------------

                                                                                                   17,400              25,900
                                                                                          ----------------    -----------------

NET INCOME                                                                             $          203,800  $          298,300
                                                                                          ================    =================

Net income allocated to General Partners                                               $            2,000  $            3,000
                                                                                          ================    =================

Net income allocated to Limited Partners                                               $          201,800  $          295,300
                                                                                          ================    =================

NET INCOME PER UNIT OF LIMITED
    PARTNERSHIP INTEREST                                                               $             6.74  $             9.87
                                                                                          ================    =================

AVERAGE LIMITED PARTNERSHIP
    UNITS OUTSTANDING DURING PERIOD                                                                29,936              29,936
                                                                                          ================    =================
</TABLE>

            See accompanying notes to condensed financial statements.

                                       -3-


<PAGE>
<TABLE>
<CAPTION>


                        ENSTAR INCOME PROGRAM II-1, L.P.

                            STATEMENTS OF CASH FLOWS

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



                                                                                                       Unaudited
                                                                                          -------------------------------------
                                                                                                   Three months ended
                                                                                                       March 31,
                                                                                          -------------------------------------
                                                                                               1999                 2000
                                                                                          ----------------    -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                    <C>                 <C>
   Net income                                                                          $          203,800  $          298,300
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                                                              122,200             140,000
       Increase (decrease) from changes in:
         Accounts receivable, prepaid expenses and other assets                                   (78,200)             43,000
         Accounts payable and due to affiliates                                                    71,500            (182,700)
                                                                                          ----------------    -----------------

             Net cash provided by operating activities                                            319,300             298,600
                                                                                          ----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                            (7,200)            (21,700)
                                                                                          ----------------    -----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to partners                                                                      (94,500)            (94,500)
                                                                                          ----------------    -----------------

INCREASE IN CASH                                                                                  217,600             182,400

CASH AT BEGINNING OF PERIOD                                                                     1,990,700           2,309,000
                                                                                          ----------------    -----------------

CASH AT END OF PERIOD                                                                  $        2,208,300  $        2,491,400
                                                                                          ================    =================


</TABLE>

            See accompanying notes to condensed financial statements.

                                       -4-


<PAGE>


                        ENSTAR INCOME PROGRAM II-1, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

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

1.     INTERIM FINANCIAL STATEMENTS

          The accompanying  condensed interim financial statements for the three
months  ended March 31, 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,   such  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, 2000 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 with a wholly
owned subsidiary of our corporate  general partner for a monthly  management fee
of 5% of revenues,  excluding revenues from the sale of cable television systems
or franchises.  Management fee expense approximated $40,100 for the three months
ended March 31, 2000.

          In addition to the monthly  management  fee, we 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.  All  cable  television  properties  managed  by the
corporate general partner and its subsidiaries are charged a proportionate share
of  these  expenses.   Charter  Communications  Holding  Company,  LLC  and  its
affiliates  provide  other  management  services for the  partnership  that were
provided by Falcon Communications, L.P. and its affiliates prior to November 12,
1999.  Corporate office  allocations and district office expenses are charged to
the  properties  served based  primarily on the  respective  percentage of basic
customers or homes passed (dwelling units within a system) within the designated
service areas.  The total amount charged to the  partnership  for these services
was $64,000, for the three months ended March 31, 2000.

          We also receive  certain  system  operating  management  services from
Charter and other affiliates of the corporate general partner in addition to the
manager, due to the fact that there are no such  employees directly  employed by
the partnership's  cable systems.  We reimburse the affiliates for our allocable
share of the  affiliates'  operational  costs.  The total amount  charged to the
partnership  for these costs  approximated  $13,300 for the three  months  ended
March  31,  2000.  No  management  fee  is  payable  to  the  affiliates  by the
partnership and there is no duplication of reimbursed expenses and costs paid to
the manager.

          Substantially  all  programming  services have been purchased  through
Charter since November 12, 1999. Before that time, substantially all programming
services were purchased  through Falcon  Communications.  Falcon  Communications
charged  the  partnership  for  these  costs  based on an  estimate  of what the
corporate general partner could negotiate for such programming  services for the
15 partnerships  managed by the corporate  general  partner as a group.  Charter
charges the  partnership  for these costs  based on its costs.  The  partnership
recorded  programming  fee expense of $165,800  for the three months ended March
31, 2000.  Programming  fees are included in service costs in the  statements of
operations.

                                      -5-
<PAGE>


                        ENSTAR INCOME PROGRAM II-1, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

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


2.     TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (Continued)

          The  partnership  provides cable  television  signals to certain cable
systems in neighboring communities which are owned by other partnerships managed
by the corporate general partner. Such services are provided without fee.

3.     EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

          Earnings and losses per unit of limited partnership  interest is based
on the average number of units  outstanding  during the periods  presented.  For
this  purpose,  earnings  and  losses  have 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.

4.     SUBSEQUENT EVENT

          On April 20, 2000, the corporate  general partner signed a non-binding
letter of intent to sell all of the partnership's cable television systems.  The
sale of the  partnership's  assets is subject to  approval  by a majority of the
limited  partners  and other  standard  closing  conditions,  such as  obtaining
regulatory  approvals.  The prospective buyer seeks to purchase a large group of
cable television  systems,  which includes all of the  partnership's  systems as
well as certain systems owned by other  partnerships under the common control of
the  partnership's  corporate  general  partner.  There is no  assurance  that a
definitive sale agreement will be executed, and if so, whether the proposed sale
will  be  consummated.  Even  if the  limited  partners  do  approve  the  sale,
consummation of the sale is subject to certain factors beyond the  partnership's
control,  including receipt of regulatory  approvals and approval of the sale by
other selling partnerships.

                                      -6-
<PAGE>


                        ENSTAR INCOME PROGRAM II-1, L.P.


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


INTRODUCTION

          The 1992 Cable Act required the Federal Communications  Commission to,
among other things, implement extensive regulation of the rates charged by cable
television systems for basic and programming  service tiers,  installation,  and
customer premises equipment leasing.  Compliance with those rate regulations has
had a negative impact on our revenues and cash flow. The 1996 Telecommunications
Act substantially  changed the competitive and regulatory  environment for cable
television and  telecommunications  service providers.  Among other changes, the
1996  Telecommunications  Act ended the regulation of cable programming  service
tier rates on March 31,  1999.  There can be no  assurance  as to what,  if any,
further  action  may be taken  by the  FCC,  Congress  or any  other  regulatory
authority or court, or their effect on our business. Accordingly, our historical
financial  results as described below are not  necessarily  indicative of future
performance.

          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,  as discussed more fully elsewhere
in this report.

RESULTS OF OPERATIONS

          Our revenues increased from $776,600 to $802,000,  or by 3.3%, for the
three months ended March 31, 2000 compared to the corresponding quarter in 1999.
Of the $25,400 increase, $31,900 was due to increases in regulated service rates
that we  implemented  in 1999.  The  increase was  partially  offset by a $5,100
decrease due to decreases in the number of subscriptions for basic,  premium and
equipment  rental  services  and a $1,400  decrease in other  revenue  producing
items. As of March 31, 2000, we had  approximately  6,900 basic  subscribers and
1,200 premium service units.

          Our service costs  decreased  from $262,600 to $214,100,  or by 18.5%,
for the three  months  ended March 31,  2000  compared  to the  equivalent  1999
period.  Service costs represent costs directly  attributable to providing cable
services  to  customers.   The  decrease  was  primarily  due  to  decreases  in
programming fees and personnel costs.  Programming fees decreased as a result of
lower rates that Charter has extended to the partnership.

          Our general and  administrative  expenses  decreased  from  $89,200 to
$71,400,  or by 20.0%, for the three months ended March 31, 2000 compared to the
corresponding  quarter in 1999, primarily due to decreases in marketing expenses
and insurance premiums.

          Our management fees and reimbursed expenses decreased from $116,100 to
$104,100, or by 10.3%, for the three months ended March 31, 2000 compared to the
first three months of 1999.  Management  fees  increased  in direct  relation to
increased revenues as described above.  Reimbursed  expenses decreased primarily
due to lower allocated  personnel costs,  telephone expense and corporate office
expenses.

                                      -7-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.


RESULTS OF OPERATIONS (Continued)

          Depreciation  and  amortization  expense  increased  from  $122,200 to
$140,000, or by 14.6%, for the three months ended March 31, 2000, as compared to
the  corresponding   period  in  1999.  The  increases  were  primarily  due  to
depreciation  of plant asset  additions  from the  upgrade of the  partnership's
cable systems.

          Operating income increased from $186,400 to $272,400, or by 46.1%, for
the three  months ended March 31, 2000 as compared to the  equivalent  period in
1999,  primarily due to increases in revenues and decreases in programming  fees
as described above.

          Our interest income,  net of interest expense,  increased from $17,400
to $25,900,  or by 48.9%,  for the three months ended March 31, 2000 as compared
to the first three months of 1999, primarily due to higher average cash balances
available for investment in 2000.

          Due to the factors  described  above,  our net income  increased  from
$203,900 to  $298,300,  or by 46.3%,  for the three  months ended March 31, 2000
compared to corresponding period 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, or 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 39.7% to 51.4% during the three months ended March 31,
2000 as compared to the corresponding period in 1999. The increase was primarily
caused by decreased  service  costs and general and  administrative  expenses as
described above.  EBITDA  increased from $308,600 to $412,400,  or by 33.6%, for
the three months ended March 31, 2000 as compared to the corresponding period in
1999.

LIQUIDITY AND CAPITAL RESOURCES

          Our primary objective,  having invested net offering proceeds in cable
television  systems,  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 its cable systems.

          In accordance with the partnership  agreement,  the corporate  general
partner has implemented a plan for liquidating  the  partnership.  In connection
with that strategy,  the corporate general partner has entered into an agreement
with a cable broker to market the partnership's  cable systems to third parties.
Should the  partnership  receive  offers from third  parties for such assets and
should  the  corporate  general  partner  enter into an  agreement  to sell such
assets,  the corporate  general  partner will prepare a proxy or written consent
solicitation for submission to the limited partners for the purpose of approving
or

                                      -8-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.



LIQUIDITY AND CAPITAL RESOURCES (Continued)

disapproving  such  sale.  If all of the  partnership's  assets  are  sold,  the
corporate  general partner will proceed to liquidate the  partnership  following
the  settlement  of all final  liabilities  of the  partnership.  We can give no
assurance, however, that we will be able to generate a sale of the partnership's
cable assets.

          On April 20, 2000, the corporate  general partner signed a non-binding
letter of intent to sell all of the partnership's cable television systems.  The
sale of the  partnership's  assets is subject to  approval  by a majority of the
limited  partners  and other  standard  closing  conditions,  such as  obtaining
regulatory  approvals.  The prospective buyer seeks to purchase a large group of
cable television  systems,  which includes all of the  partnership's  systems as
well as certain systems owned by other  partnerships under the common control of
the  partnership's  corporate  general  partner.  There is no  assurance  that a
definitive sale agreement will be executed, and if so, whether the proposed sale
will  be  consummated.  Even  if the  limited  partners  do  approve  the  sale,
consummation of the sale is subject to certain factors beyond the  partnership's
control,  including receipt of regulatory  approvals and approval of the sale by
other selling partnerships.

          On April 26, 2000, Millenium Management, LLC filed with the Securities
and Exchange Commission a preliminary consent solicitation statement on Schedule
14A which states that Millenium  intends to seek the approval by written consent
of the partnership's  limited partners to terminate and dissolve the partnership
and to appoint  Millenium  as  liquidating  trustee  to oversee  the sale of the
partnership's assets and to wind up the partnership's business.

          At December 31, 1999, 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.  The
partnership intends to upgrade its cable system in Litchfield,  Illinois in 2000
at an estimated  cost of  approximately  $1.0  million,  which is required to be
completed by January 2001 under a provision of the  franchise  agreement.  Other
capital  expenditures  budgeted  for 2000 total  approximately  $552,100 for the
improvement and upgrade of other assets. Such expenditures  approximated $21,700
as of March 31, 2000. As a result of these  planned  capital  expenditures,  the
partnership intends, if possible, to maintain cash reserves.

          We paid distributions  totaling $94,500 during the quarter ended March
31, 2000, and expect to continue to pay distributions at this level during 2000.
There can, however, be no assurances regarding the level, timing or continuation
of future distributions.

          Falcon  Communications  purchased  insurance  coverage  for all of the
cable  television  properties  owned or managed  by it to cover  damage to cable
distribution plant and subscriber 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
formerly  managed  by Falcon  Communications  through  November  12,  1999,  and
currently managed by Charter, including those of the partnership.

          All of our  subscribers  are  served  by our  system  in  Taylorville,
Illinois and neighboring  communities.  Significant  damage to the system due to
seasonal weather conditions or other events


                                      -9-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.


LIQUIDITY AND CAPITAL RESOURCES (Continued)


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 types of insurable risks.

          We have not  experienced  any  system  failures  or other  disruptions
caused by Year 2000  problems  since  January 1, 2000  through  the date of this
report,  and do not  anticipate  that we will  encounter  any Year 2000 problems
going  forward.  We did not  incur  expense  in the first  three  months of 2000
related to the Year 2000 date change.

          Three months ended March 31, 2000 and 1999
          ------------------------------------------

          Our  operating  activities  provided  $20,700  less  cash in the three
months ended March 31, 2000 than in the corresponding period of 1999. Changes in
receivables,  prepaid  expenses and other assets used  $121,200 less cash during
the three  months  ended  March 31,  2000 due to  differences  in the  timing of
receivable  collections  and the payment of prepaid  expenses.  We used $254,200
more cash to pay liabilities owed to affiliates and third party creditors during
the three  months  ended  March 31,  2000 due to  differences  in the  timing of
payments.

          We used  $14,500 more cash in  investing  activities  during the three
months ended March 31, 2000 than in the  corresponding  three months of 1999 due
to a $14,500 increase 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.


                                      -10-
<PAGE>


                        ENSTAR INCOME PROGRAM II-1, L.P.




PART II.          OTHER INFORMATION


ITEMS 1-4.        Not applicable.

ITEM 5.           Other Information.

                  On April 20, 2000,  the  corporate  general  partner  signed a
                  non-binding  letter of intent to sell all of the partnership's
                  cable television systems. The sale of the partnership's assets
                  is subject to approval  by a majority of the limited  partners
                  and  other  standard  closing  conditions,  such as  obtaining
                  regulatory approvals.  The prospective buyer seeks to purchase
                  a large group of cable television systems,  which includes all
                  of the partnership's  systems as well as certain systems owned
                  by  other   partnerships  under  the  common  control  of  the
                  partnership's corporate general partner. There is no assurance
                  that a definitive sale agreement will be executed,  and if so,
                  whether the  proposed  sale will be  consummated.  Even if the
                  limited partners do approve the sale, consummation of the sale
                  is  subject  to  certain  factors  beyond  the   partnership's
                  control,   including  receipt  of  regulatory   approvals  and
                  approval of the sale by other selling partnerships.

                  On April 26, 2000,  Millenium  Management,  LLC filed with the
                  Securities  and  Exchange  Commission  a  preliminary  consent
                  solicitation  statement  on  Schedule  14A which  states  that
                  Millenium  intends to seek the approval by written  consent of
                  the  partnership's  limited partners to terminate and dissolve
                  the  partnership  and  to  appoint  Millenium  as  liquidating
                  trustee to oversee the sale of the partnership's assets and to
                  wind up the partnership's business.

ITEM 6.           Exhibits and Reports on Form 8-K

                  (a) Exhibit 27.1 - Financial Data Schedule.

                  (b) No reports on Form 8-K were filed during the  quarter  for
                      which this report is filed.




<PAGE>







                                   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-1, L.P.


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



                                       By:    ENSTAR COMMUNICATIONS CORPORATION
                                              General Partner





Date:  May 12, 2000                    By:   /s/  Kent D. Kalkwarf
                                             ---------------------
                                             Kent D. Kalkwarf
                                             Senior Vice President and
                                             Chief Financial Officer
                                             (Principal Financial Officer
                                              and Principal Accounting Officer)