<PAGE>

                       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, 1999
                              ----------------------

                                       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 Identification
  incorporation or organization)                     Number)

 10900 Wilshire Boulevard - 15th Floor
       Los Angeles, California                            90024
 ----------------------------------------           ---------------------
 (Address of principal executive offices)                (Zip Code)


  Registrant's telephone number,                  (310) 824-9990
  including area 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>

                         PART I - FINANCIAL INFORMATION

                        ENSTAR INCOME PROGRAM II-2, L.P.

                            CONDENSED BALANCE SHEETS
                        --------------------------------
                        --------------------------------

<TABLE>
<CAPTION>
                                                                        December 31,           March 31,
                                                                           1998*                  1999
                                                                        -----------           -----------
                                                                                              (Unaudited)
<S>                                                                     <C>                   <C>
ASSETS:
  Cash and cash equivalents                                             $ 4,468,300           $ 4,869,000

  Accounts receivable, less allowance of $3,400 and
    $7,600 for possible losses                                               87,900                46,500

  Prepaid expenses and other assets                                         306,100               456,600

  Property, plant and equipment, less accumulated
    depreciation and amortization of $7,490,400 and $7,618,100            2,758,600             2,648,500

  Franchise cost, net of accumulated
    amortization of $1,225,900 and $1,251,700                               169,000               143,200

  Deferred charges, net                                                       7,400                 5,100
                                                                        -----------           -----------
                                                                        $ 7,797,300           $ 8,168,900
                                                                        -----------           -----------
                                                                        -----------           -----------

                      LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
  Accounts payable                                                      $   273,100           $   227,400
  Due to affiliates                                                         332,300               468,400
                                                                        -----------           -----------
         TOTAL LIABILITIES                                                  605,400               695,800
                                                                        -----------           -----------
COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
  General partners                                                           (1,800)                1,000
  Limited partners                                                        7,193,700             7,472,100
                                                                        -----------           -----------
         TOTAL PARTNERSHIP CAPITAL                                        7,191,900             7,473,100
                                                                        -----------           -----------
                                                                        $ 7,797,300           $ 8,168,900
                                                                        -----------           -----------
                                                                        -----------           -----------

</TABLE>

               *As presented in the audited financial statements.
            See accompanying notes to condensed financial statements.

                                       2

<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                       ----------------------------------

<TABLE>
<CAPTION>
                                                              Unaudited
                                                  -------------------------------
                                                          Three months ended
                                                             March 31,
                                                  -------------------------------
                                                     1998                1999
                                                  ---------           ----------
<S>                                               <C>                 <C>
REVENUES                                          $ 996,200           $ 969,000
                                                  ---------           ---------
OPERATING EXPENSES:
  Service costs                                     311,000             330,700
  General and administrative expenses               120,000             116,600
  General Partner management fees
    and reimbursed expenses                         138,500             130,100
  Depreciation and amortization                     165,100             155,800
                                                  ---------           ---------
                                                    734,600             733,200
                                                  ---------           ---------
OPERATING INCOME                                    261,600             235,800
                                                  ---------           ---------
OTHER INCOME (EXPENSE):
  Interest income                                    37,800              49,000
  Interest expense                                   (3,200)             (3,600)
                                                  ---------           ---------
                                                     34,600              45,400
                                                  ---------           ---------
NET INCOME                                        $ 296,200           $ 281,200
                                                  ---------           ---------
                                                  ---------           ---------
Net income allocated to General Partners          $   3,000           $   2,800
                                                  ---------           ---------
                                                  ---------           ---------
Net income allocated to Limited Partners          $ 293,200           $ 278,400
                                                  ---------           ---------
                                                  ---------           ---------
NET INCOME PER UNIT OF LIMITED
  PARTNERSHIP INTEREST                            $    9.81           $    9.32
                                                  ---------           ---------
                                                  ---------           ---------
AVERAGE LIMITED PARTNERSHIP
  UNITS OUTSTANDING DURING PERIOD                    29,880              29,880
                                                  ---------           ---------
                                                  ---------           ---------

</TABLE>

            See accompanying notes to condensed financial statements.


                                       3
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.

                            STATEMENTS OF CASH FLOWS
                        --------------------------------
                        --------------------------------


<TABLE>
<CAPTION>
                                                                               Unaudited
                                                                     -------------------------------
                                                                          Three months ended
                                                                               March 31,
                                                                     -------------------------------
                                                                        1998               1999
                                                                     -----------        -----------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                         $   296,200        $   281,200
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                      165,100            155,800
      Amortization of deferred loan costs                                      -
      Increase (decrease) from changes in:
        Accounts receivable, prepaid expenses and other assets            (5,400)          (109,100)
        Accounts payable and due to affiliates                          (189,400)            90,400
                                                                     -----------        -----------
          Net cash provided by operating activities                      266,500            418,300
                                                                     -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                   (54,400)           (17,600)
  Increase in intangible assets                                           (3,300)                 -
                                                                     -----------        -----------
          Net cash used in investing activities                          (57,700)           (17,600)
                                                                     -----------        -----------
INCREASE IN CASH                                                         208,800            400,700

CASH AT BEGINNING OF PERIOD                                            3,078,800          4,468,300
                                                                     -----------        -----------
CASH AT END OF PERIOD                                                $ 3,287,600        $ 4,869,000
                                                                     -----------        -----------
                                                                     -----------        -----------

</TABLE>

            See accompanying notes to condensed financial statements.


                                       4
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                     ---------------------------------------

1.      INTERIM FINANCIAL STATEMENTS

        The accompanying condensed interim financial statements for the three 
months ended March 31, 1999 and 1998 are unaudited. These condensed interim 
financial statements should be read in conjunction with the audited financial 
statements and notes thereto included in the Partnership's 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, 1999 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 the Corporate General Partner (the "Manager") for a 
monthly management fee of 5% of revenues, excluding revenues from the sale of 
cable television systems or franchises. Management fee expense approximated 
$48,500 for the three months ended March 31, 1999.

        In addition to the monthly management fee described above, the 
Partnership reimburses 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 subsidiary are 
charged a proportionate share of these expenses. The Corporate General 
Partner has contracted with Falcon Communications, L.P. ("FCLP"), successor 
to Falcon Holding Group, L.P. ("FHGLP"), an affiliated partnership, to 
provide corporate management services for the Partnership. Corporate office 
allocations and district office expenses are charged to the properties served 
based primarily on the respective percentage of basic subscribers or homes 
passed (dwelling units within a system) within the designated service areas. 
The total amount charged to the Partnership for these services approximated 
$81,600 for the three months ended March 31, 1999. Management fees and 
reimbursed expenses due the Corporate General Partner are non-interest 
bearing.

        The Partnership also receives certain system operating management 
services from an affiliate of the Corporate General Partner in addition to 
the Manager due to the fact that there are no such employees directly 
employed by one of the Partnership's cable systems. The Partnership 
reimburses the affiliate for its allocable share of the affiliate's 
operational costs. The total amount charged to the Partnership for these 
costs approximated $13,600 for the three months ended March 31, 1999. No 
management fee is payable to the affiliate 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 
FCLP. FCLP, in the normal course of business, purchases cable programming 
services from certain program suppliers owned in whole or in part by 
affiliates of an entity that became a general partner of FCLP on September 
30, 1998. Such purchases of programming services are made on behalf of the 
Partnership and the other partnerships managed by the Corporate General 
Partner as well as for FCLP's own cable television operations. FCLP charges 
the Partnership for these services based on an estimate of what

                                       5
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     ---------------------------------------
                     ---------------------------------------


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

the Corporate General Partner could negotiate for such programming services 
for the 15 partnerships managed by the Corporate General Partner as a group. 
The Partnership recorded programming fee expense of $225,700 for the three 
months ended March 31, 1999. Programming fees are included in service costs 
in the statements of operations.

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.

                                       6
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.


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

INTRODUCTION

        The Cable Television Consumer Protection and Competition Act of 1992 
(the "1992 Cable Act") required the Federal Communications Commission ("FCC") 
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 the Partnership's revenues and 
cash flow. The Telecommunications Act of 1996 (the "1996 Telecom Act") 
substantially changed the competitive and regulatory environment for cable 
television and telecommunications service providers. Among other changes, the 
1996 Telecom 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 the effect thereof on the Partnership's business. Accordingly, the 
Partnership's historical financial results as described below are not 
necessarily indicative of future performance.

        This Report includes certain forward looking statements regarding, 
among other things, 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 the Partnership's Annual 
Report on Form 10-K for the year ended December 31, 1998 for additional 
information regarding such matters and the effect thereof on the 
Partnership's business.

RESULTS OF OPERATIONS

        The Partnership's revenues decreased from $996,200 to $969,000, or by 
2.7%, for the three months ended March 31, 1999 as compared to the 
corresponding period in 1998. Of the $27,200 decrease, $26,000 was due to 
decreases in the number of subscriptions for basic, premium, tier and 
equipment rental services and $1,200 was due to decreases in other revenue 
producing items. As of March 31, 1999, the Partnership had approximately 
8,900 basic subscribers and 1,900 premium service units.

        Service costs increased from $311,000 to $330,700, or by 6.3%, for 
the three months ended March 31, 1999 as compared to the corresponding period 
in 1998. Service costs represent costs directly attributable to providing 
cable services to customers. The increase was primarily due to decreases in 
the capitalization of labor and overhead costs resulting from reductions in 
1998 rebuild construction activity in the Jerseyville, Illinois franchise 
area. Higher programming fees also contributed to the increase. Programming 
fees increased primarily as a result of higher rates charged by program 
suppliers.

        General and administrative expenses decreased from $120,000 to 
$116,600, or by 2.8%, for the three months ended March 31, 1999 as compared 
to the corresponding period of 1998. The decrease was primarily the result of 
decreases in professional fees, including audit fees, marketing costs and bad 
debt expense. These decreases were largely offset by increases in insurance 
premiums.

                                       7
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.


RESULTS OF OPERATIONS (CONTINUED)

        Management fees and reimbursed expenses decreased from $138,500 to 
$130,100, or by 6.1%, for the three months ended March 31, 1999 as compared 
to the corresponding period of 1998. Management fees decreased in direct 
relation to decreased revenues as described above. Reimbursed expenses 
decreased primarily due to lower allocated personnel costs resulting from 
staff reductions.

        Depreciation and amortization expense decreased from $165,100 to 
$155,800, or by 5.6%, for the three months ended March 31, 1999 as compared 
to the corresponding period of 1998. The decrease was primarily due to 
certain plant assets becoming fully depreciated.

        Operating income decreased from $261,600 to $235,800, or by 9.9%, for 
the three months ended March 31, 1999 as compared to the corresponding period 
in 1998, primarily due to decreases in revenues and increases in insurance 
costs as described above.

        Interest income, net of interest expense, increased from $34,600 to 
$45,400, or by 31.2%, for the three months ended March 31, 1999 as compared 
to the corresponding period in 1998. The increase was primarily due to higher 
average cash balances available for investment during the period.

        Due to the factors described above, the Partnership's net income 
decreased from $296,200 to $281,200, or by 5.1%, for the three months ended 
March 31, 1999 as compared to the corresponding period in 1998.

        Based on its experience in the cable television industry, the 
Partnership believes that operating income before depreciation and 
amortization ("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 
decreased from 42.8% to 40.4% during the three months ended March 31, 1999, 
as compared to the corresponding period in 1998. The decrease was primarily 
caused by lower revenues and higher insurance costs as described above. 
EBITDA decreased from $426,700 to $391,600, or by 8.2%, as a result.

LIQUIDITY AND CAPITAL RESOURCES

        The Partnership's primary objective, having invested its net offering 
proceeds in cable systems, is to distribute to its partners all available 
cash flow from operations and proceeds from the sale of cable systems, if 
any, after providing for expenses, debt service and capital requirements 
relating to the expansion, improvement and upgrade of its cable systems.

        Based on its belief that the market for cable systems has generally 
improved, the Corporate General Partner is evaluating strategies for 
liquidating the Partnership. These strategies include the potential sale of 
substantially all of the Partnership's assets to third parties and/or 
affiliates of the Corporate General Partner, and the subsequent liquidation 
of the Partnership. The Corporate General

                                       8
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

Partner expects to complete its evaluation within the next several months and 
intends to advise unitholders promptly if it believes that commencing a 
liquidating transaction would be in the best interests of unitholders.

        At March 31, 1999, the Partnership had no debt outstanding. The 
Partnership relies upon the availability of cash generated from operations to 
fund its ongoing expenses and capital requirements. The Partnership is 
required to rebuild its Jerseyville, Illinois cable system at an estimated 
total cost of approximately $94,800 under a provision of its franchise 
agreement. The Partnership is also rebuilding portions of its cable systems 
in surrounding communities at an estimated additional cost of approximately 
$1,968,900. Project costs related to the required rebuild in Jerseyville 
approximated $90,200 from inception through December 31, 1998 and rebuild 
costs in the surrounding communities amounted to $1,873,500 from inception 
through December 31, 1998. The Partnership is budgeted to spend approximately 
$100,000 in 1999 to complete the two projects. Other capital expenditures 
budgeted for 1999 include $486,800 for replacement and upgrade of other 
assets. Capital expenditures approximated $17,600 in the first three months 
of 1999. Additionally, the Partnership is required to upgrade its cable plant 
in Malden, Missouri at an estimated cost of approximately $1,800,000, the 
start of which is dependent upon obtaining a renewal of the franchise 
agreement for that community. The Partnership also has tentative plans for a 
project in 2001 to upgrade its Pana, Illinois cable system at an estimated 
cost of approximately $1.1 million.

        The Corporate General Partner believes that cash flow from operations 
will be adequate to meet the Partnership's current liquidity requirements, 
including the funding for capital expenditures discussed above. However, as a 
result of such liquidity requirements, the Corporate General Partner has 
concluded that it is not prudent for the Partnership to resume paying 
distributions at this time.

        Beginning in August 1997, the Corporate General Partner elected to 
self-insure the Partnership's cable distribution plant and subscriber 
connections against property damage as well as possible business 
interruptions caused by such damage. The decision to self-insure was made due 
to significant increases in the cost of insurance coverage and decreases in 
the amount of insurance coverage available.

        In October 1998, FCLP reinstated third party insurance coverage for 
all of the cable television properties owned or managed by FCLP 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 managed by FCLP.

        Approximately 72% of the Partnership's subscribers are served by its 
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 the Partnership's liquidity and cash flows. The 
Partnership continues to purchase insurance coverage in amounts its 
management views as appropriate for all other property, liability, 
automobile, workers' compensation and other types of insurable risks.

        During the first quarter of 1999, FCLP, on behalf of the Corporate 
General Partner, continued its identification and evaluation of the 
Partnership's Year 2000 business risks and its exposure to

                                       9
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

computer systems, to operating equipment which is date sensitive and to the 
interface systems of its vendors and service providers. The evaluation has 
focused on identification and assessment of systems and equipment that may 
fail to distinguish between the year 1900 and the year 2000 and, as a result, 
may cease to operate or may operate improperly when dates after December 31, 
1999 are introduced.

        Based on a study conducted in 1997, FCLP concluded that certain of 
the Partnership's information systems were not Year 2000 compliant and 
elected to replace such software and hardware with applications and equipment 
certified by the vendors as Year 2000 compliant. FCLP installed a number of 
the new systems in the first quarter of 1999. The total anticipated cost, 
including replacement software and hardware, will be borne by FCLP. FCLP is 
continuing to utilize internal and external resources to extend the 
functionality of the new systems. FCLP does not believe that any other 
significant information technology projects affecting the Partnership have 
been delayed due to efforts to identify and address Year 2000 issues.

        Additionally, FCLP has continued to inventory the Partnership's 
operating and revenue generating equipment to identify items that need to be 
upgraded or replaced and has surveyed cable equipment manufacturers to 
determine which of their models require upgrade or replacement to become Year 
2000 compliant. Identification and evaluation, while ongoing, are 
substantially completed and a plan has been developed to remediate 
non-compliant equipment prior to January 1, 2000. Upgrade or replacement, 
testing and implementation will be performed over the remaining months of 
1999. The cost of such replacement or remediation, currently estimated at 
$82,900, is not expected to have a material effect on the Partnership's 
financial position or results of operations. The Partnership had not incurred 
any costs related to the Year 2000 project as of March 31, 1999. FCLP plans 
to inventory, assess, replace and test equipment with embedded computer chips 
in a separate segment of its project, presently scheduled for the second half 
of 1999.

        FCLP has continued to survey the Partnership's significant third 
party vendors and service suppliers to determine the extent to which the 
Partnership's interface systems are vulnerable should those third parties 
fail to solve their own Year 2000 problems on a timely basis. Approximately 
80% of the Partnership's most critical equipment vendors have responded to 
the surveys regarding the Year 2000 compliance of their products. Additional 
compliance information has been obtained for specific products from vendor 
Web sites. Among the most significant service providers upon which the 
Partnership relies are programming suppliers, power and telephone companies, 
various banking institutions and the Partnership's customer billing service. 
A majority of these service suppliers either have not responded to FCLP's 
inquiries regarding their Year 2000 compliance programs or have responded 
that they are unsure if they will become compliant on a timely basis. 
Consequently, there can be no assurance that the systems of other companies 
on which the Partnership must rely will be Year 2000 compliant on a timely 
basis.

        FCLP is developing a contingency plan in 1999 to address possible 
situations in which various systems of the Partnership, or of third parties 
with which the Partnership does business, are not compliant prior to January 
1, 2000. Considerable effort has been directed toward distinguishing between 
those contingencies with a greater probability of occurring from those whose 
occurrence is considered remote. Moreover, such a plan has focused on systems 
whose failure poses a material risk to the Partnership's results of 
operations and financial condition.

                                       10
<PAGE>

                        ENSTAR INCOME PROGRAM II-2, L.P.


LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

        The Partnership's most significant Year 2000 risk is an interruption 
of service to subscribers, resulting in a potentially material loss of 
revenues. Other risks include impairment of the Partnership's ability to bill 
and/or collect payment from its customers, which could negatively impact its 
liquidity and cash flows. Such risks exist primarily due to technological 
operations dependent upon third parties and to a much lesser extent to those 
under the control of the Partnership. Failure to achieve Year 2000 readiness 
in either area could have a material adverse impact on the Partnership. The 
Partnership is unable to estimate the possible effect on its results of 
operations, liquidity and financial condition should its significant service 
suppliers fail to complete their readiness programs prior to the Year 2000. 
Depending on the supplier, equipment malfunction or type of service provided, 
as well as the location and duration of the problem, the effect could be 
material. For example, if a cable programming supplier encounters an 
interruption of its signal due to a Year 2000 satellite malfunction, the 
Partnership will be unable to provide the signal to its cable subscribers, 
which could result in a loss of revenues, although the Partnership would 
attempt to provide its customers with alternative program services for the 
period during which it could not provide the original signal. Due to the 
number of individually owned and operated channels the Partnership carries 
for its subscribers, and the packaging of those channels, the Partnership is 
unable to estimate any reasonable dollar impact of such interruption.

        THREE MONTHS ENDED MARCH 31, 1999 AND 1998

        Operating activities provided $151,800 more cash in the three months 
ended March 31, 1999 than in the corresponding period of 1998. The 
Partnership used $279,800 less cash for the payment of amounts owed to 
affiliates and third-party creditors in the 1999 period due to differences in 
the timing of payments. Changes in accounts receivable and prepaid expenses 
used $103,700 more cash in the first three months of 1999 due to differences 
in the timing of receivable collections and in the payment of prepaid 
expenses.

        Investing activities used $40,100 less cash in the three months ended 
March 31, 1999 than in the corresponding three months of 1998, due to a 
$36,800 decrease in expenditures for tangible assets, and a $3,300 decrease 
in spending for intangible assets.

INFLATION

        Certain of the Partnership's expenses, such as those for wages and 
benefits, equipment repair and replacement, and billing and marketing 
generally increase with inflation. However, the Partnership does not believe 
that its financial results have been, or will be, adversely affected by 
inflation in a material way, provided that Partnership is able to increase 
its service rates periodically, of which there can be no assurance.

                                       11
<PAGE>

                        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)    None

            (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-2, L.P.
                                       a GEORGIA LIMITED PARTNERSHIP
                                       -----------------------------------
                                                (Registrant)


                                       By: ENSTAR COMMUNICATIONS CORPORATION
                                           General Partner



Date:  May 14, 1999                    By: /s/ Michael K. Menerey
                                          --------------------------------
                                          Michael K. Menerey,
                                          Executive Vice President,
                                          Chief Financial Officer and Secretary