SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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FORM 10-Q

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(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003
 or

[  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number:    000-14505

ENSTAR INCOME PROGRAM II-2, L.P.



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

12405 Powerscourt Drive
St. Louis, Missouri   63131

(314) 965-0555







Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]







ENSTAR INCOME PROGRAM II-2, L.P.

      Quarterly Report on Form 10-Q for the Period ended March 31, 2003
                                Table of Contents



|PART I.   FINANCIAL INFORMATION                                                                                       | Page No.
|--------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                      |         
|Item 1. Financial Statements - Enstar Income Program II-2, L.P.                                                       |         
|Condensed Statements of Net Assets in Liquidation as of March 31, 2003 and December 31, 2002                          | 3       
|Condensed Statements of Changes in Net Assets in Liquidation for the
    three months ended March 31, 2003            | 4       
|Condensed Statement of Operations for the
    three months ended March 31, 2002                                       | 5       
|Condensed Statement of Cash Flows for the
    three months ended March 31, 2003                                       | 6       
|Notes to Unaudited Financial Statements                                                                               | 7       
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 10      
|Item 4.   Controls and Procedures                                                                                     | 13      
|                                                                                                                      |         
|PART II.  OTHER INFORMATION                                                                                           |         
|                                                                                                                      |         
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | 15      
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 15      
|                                                                                                                      |         
|Signatures                                                                                                            | 16      
|                                                                                                                      |         
|Certifications                                                                                                        | 17      

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PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

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ENSTAR INCOME PROGRAM II-2, L.P.

          CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION

                        (See Note 2)

`March 31,     December 31,
                                                                          2003          2002
                                                                      ------------  ------------
                                                                      (Unaudited)
ASSETS:
   Cash and cash equivalents........................................ $  3,543,500  $  4,533,100
   Accounts receivable, net.........................................       11,800        13,400
   Prepaid expenses ................................................       18,700         8,300
   Property, plant and equipment....................................      720,500       720,500
                                                                      ------------  ------------
         Total assets...............................................    4,294,500     5,275,300
                                                                      ------------  ------------

LIABILITIES:
   Accounts payable and accrued liabilities.........................      477,800       500,700
   Due to affiliates................................................      107,900     1,121,200
                                                                      ------------  ------------
          Total liabilities.........................................      585,700     1,621,900
                                                                      ------------  ------------
NET ASSETS IN LIQUIDATION:
   General Partners.................................................      (36,700)      (37,200)
   Limited Partners.................................................    3,745,500     3,690,600
                                                                      ------------  ------------
                                                                     $  3,708,800  $  3,653,400
                                                                      ============  ============`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

   CONDENSED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

                          (See Note 2)

      THREE MONTHS ENDED MARCH 31, 2003

                          (Unaudited)

`Additions:
  Revenues..................................................... $         223,800
  Interest income..............................................             8,200
                                                                 -----------------
      Total additions..........................................           232,000
                                                                 -----------------
Deductions:
  Service costs................................................            89,100
  General and administrative expenses..........................            44,400
  General partner management fees and reimbursed expenses......            33,800
  Capital expenditures.........................................             5,100
  Other expense................................................             4,200
                                                                 -----------------
      Total deductions.........................................           176,600
                                                                 -----------------
Net increase in net assets in liquidation......................            55,400

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

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

                 CONDENSED STATEMENT OF OPERATIONS

                 THREE MONTHS ENDED MARCH 31, 2002

                           (Unaudited)

`REVENUES........................................................... $    934,800
                                                                     ------------

OPERATING EXPENSES:
   Service costs...................................................      322,200
   General and administrative expenses.............................       81,600
   General partner management fees and reimbursed expenses.........      152,200
   Depreciation and amortization...................................      103,700
                                                                     ------------
                                                                         659,700
                                                                     ------------
        Operating income ..........................................      275,100
                                                                     ------------

OTHER INCOME (EXPENSE):
   Interest income.................................................       28,300
   Other expense...................................................      (63,000)
                                                                     ------------
                                                                         (34,700)
                                                                     ------------
NET INCOME......................................................... $    240,400
                                                                     ============
NET INCOME ALLOCATED TO GENERAL PARTNERS........................... $      2,400
                                                                     ============
NET INCOME ALLOCATED TO LIMITED PARTNERS........................... $    238,000
                                                                     ============
NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST................ $       7.97
                                                                     ============
LIMITED PARTNERSHIP UNITS OUTSTANDING
DURING PERIOD......................................................       29,880
                                                                     ============`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

                 CONDENSED STATEMENT OF CASH FLOWS

                 THREE MONTHS ENDED MARCH 31, 2002

                           (Unaudited)

`CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income...................................................................... $   240,400
   Adjustments to reconcile net income (loss) to net cash from
     operating activities:
      Depreciation and amortization................................................     103,700
      Changes in:
      Accounts receivable, prepaid expenses and other assets.......................      (3,800)
      Accounts payable, accrued liabilities and due to affiliates..................     268,300
                                                                                     -----------
          Net cash from operating activities.......................................     608,600
                                                                                     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures............................................................     (15,800)
                                                                                     -----------
          Net cash from investing activities.......................................     (15,800)
                                                                                     -----------
          Net increase in cash ....................................................     592,800

CASH, beginning of period..........................................................   9,745,500
                                                                                     -----------
CASH, end of period................................................................ $10,338,300
                                                                                     ===========`

See accompanying notes to condensed financial statements.

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ENSTAR INCOME PROGRAM II-2, L.P.

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

                             (UNAUDITED)

1.	INTERIM FINANCIAL STATEMENTS

The accompanying condensed interim financial statements
for Enstar Income Program II-2, L.P. (the Partnership) as of March 31, 2003, and
for the three months ended March 31, 2003 and 2002, are unaudited. These
condensed interim financial statements should be read in conjunction with the
audited financial statements and notes thereto included in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion
of management, the condensed interim financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the results of such periods. The changes in net assets in
liquidation for the three months ended March 31, 2003 are not necessarily
indicative of results for the entire year.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. These estimates include useful lives of
property, plant and equipment, valuation of long-lived assets and allocated
operating costs. Actual results could differ from those estimates.

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

2.	LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE
SYSTEMS

Our Corporate General Partner continues to operate our
cable television systems during our divestiture transactions for the benefit of
our unitholders.

On April 10, 2002, pursuant to an asset purchase agreement
dated August 29, 2001, the Partnership completed the sale of all of the
Partnership's Illinois cable television systems in and around Hillsboro,
Jerseyville, Nokomis and Pana, Illinois to Charter Communications Entertainment
I, LLC ("CCE-I"), an affiliate of the Corporate General Partner and an indirect
subsidiary of Charter Communications, Inc. ("Charter"), for a total sale price
of approximately $13,199,800 (the "Charter Sale"). The Charter Sale is part of a
larger transaction in which the Partnership and five other affiliated
partnerships (which, together with the Partnership are collectively referred to
as the "Selling Partnerships") sold all of their assets used in the operation of
their respective Illinois cable television systems to CCE-I and two of its
affiliates (also referred to, with CCE-I, as the "Purchasers") for a total cash
sale price of $63,000,000. Each Selling Partnership received the same value per
customer. In addition, the Limited Partners of each of the Selling Partnerships
approved an amendment to their respective partnership agreement to allow the
sale of assets to an affiliate of such partnership's General Partner. The
Purchasers are each indirect subsidiaries of the Corporate General Partner's
ultimate parent company, Charter, and, therefore, are affiliates of the
Partnership and each of the other Selling Partnerships.

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

After setting aside $2,000,000 to fund the Malden, Missouri
headend's working capital needs and paying or providing for the payment of the
expenses of the Charter Sale, the Corporate General Partner made distributions
of the allocable share of the remaining net sale proceeds, in accordance with
the Partnership Agreement. The Partnership made an initial distribution of
approximately $15,890,500 on or about May 15, 2002, with a second distribution
of $3,365,500 made on or about September 24, 2002.

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

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

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

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

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

3.	TRANSACTIONS WITH THE GENERAL PARTNERS AND
AFFILIATES

The Partnership has a management and service agreement
(the Management Agreement) with Enstar Cable Corporation ("Enstar Cable"), a
wholly owned subsidiary of the Corporate General Partner, for a monthly
management fee of 5% of gross revenues. Management fee expense approximated
$11,200 and $46,700 for the three months ended March 31, 2003 and 2002,
respectively. Management fees are non-interest bearing.

In addition to the monthly management fee, the Partnership
reimburses Enstar Cable for direct expenses incurred on behalf of the
Partnership, and for the Partnership's allocable share of operational costs
associated with services provided by Enstar Cable. Additionally, Charter and its
affiliates provide other management and operational services for the
Partnership. These expenses are charged to the properties served based primarily
on the Partnership's allocable share of operational costs associated with the
services provided. The total amount charged to the Partnership for these
services approximated $22,600 and $105,500 for the three months ended March 31,
2003 and 2002, respectively.

Substantially all programming services are purchased through
Charter. Charter charges the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $45,200 and $218,700 for the
three months ended March 31, 2003 and 2002, respectively. Programming fees are
included in service costs in the accompanying condensed statement of changes in
net assets in liquidation and statement of operations.

As disclosed in Charter's Quarterly Report on Form 10-Q, the
parent of the Corporate General Partner and the Manager is the defendant in
twenty-two class action and shareholder lawsuits and is the subject of a grand
jury investigation being conducted by the United States Attorney's Office for
the Eastern District of Missouri and an SEC investigation. Charter is unable to
predict the outcome of these lawsuits and government investigations. An
unfavorable outcome of these matters could have a material adverse effect on
Charter's results of operations and financial condition which could in turn have
a material adverse effect on the Partnership.

4.	NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST

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

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

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

INTRODUCTION

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

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

RESULTS OF OPERATIONS

On April 10, 2002, we completed the sale of our Illinois
cable television systems in and around Hillsboro, Jerseyville, Nokomis and Pana,
Illinois. Accordingly, results of operations for the three months ended March
31, 2003 are not comparable to and are on a different basis of accounting than
the three months ended March 31, 2002.

Revenues decreased $711,000 from $934,800 to $223,800, or
76.1%, for the three months ended March 31, 2003 compared to the corresponding
period in 2002. The decrease was primarily due to a decline in the number of
customers as a result of the sale of the Partnership's Illinois cable systems in
April 2002. As of March 31, 2003 and 2002, we had approximately 1,900 and 7,800
basic service customers, respectively, and 400 and 1,200 premium service
customers, respectively.

Service costs increased $233,100 from $322,200 to $89,100, or
72.3%, for the three months ended March 31, 2003 compared to the corresponding
period in 2002. Service costs represent programming costs and other costs
directly attributable to providing cable services to customers. The decrease for
the three months ended March 31, 2003 was primarily a result of the sale of the
Partnership's Illinois cable systems in April 2002.

General and administrative expenses decreased $37,200 from
$81,600 to $44,400, or 45.6%, for the three months ended March 31, 2003 compared
to the corresponding period in 2002. The decrease for the three months ended
March 31, 2003 and 2002 is primarily a result of the sale of the Partnership's
Illinois cable systems in April 2002 offset by an increase in digital
programming expenses and professional fees.

General partner management fees and reimbursed expenses
represent administrative costs reimbursed to Charter by us based on Charter's
actual costs incurred. General partner management fees and reimbursed expenses
decreased $118,400 from $152,200 to $33,800, or 77.8%, for the three months
ended March 31, 2003 compared to the corresponding period in 2002. The decrease
was primarily due to the sale of the Partnership's Illinois cable systems in April
2002.

Depreciation and amortization expense decreased from $103,700
to $0 for the three months ended March 31, 2003 compared to the corresponding
period in 2002. The decrease was due to the sale of the Partnership's Illinois
cable systems in April 2002. In addition, depreciation and amortization ceased
upon adoption of liquidation basis accounting.

Interest income decreased $20,100 from $28,300 to $8,200, or
71.0%, due to lower average cash balances available for investment due to
distributions made of proceeds from the sale of the Partnership's Illinois cable
systems.

Other expense of $4,200 for the three months ended March 31,
2003 represent costs incurred in connection with the proposed sale transaction.
Other expense of $63,000 for the three months ended March 31, 2002 represent
costs associated with the sale of the Partnership's Illinois cable systems.

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 from the sale of cable systems and all cash flow, if any, from
operations after providing for expenses and any planned capital requirements
relating to the expansion, improvement and upgrade of our remaining cable
systems.

Cash and cash equivalents decreased $989,600 from $4,533,100
at December 31, 2002 to $3,543,500 at March 31, 2003 primarily due to a
repayment of $1,000,000 on the amounts due to affiliates. Amounts due to
affiliates at December 31, 2002 primarily represent accrued and unpaid
management fees and other allocated expenses accrued since the fourth quarter of
2000. Cash and cash equivalents increased $592,800 from $9,745,500 at December
31, 2001 to $10,338,300 at March 31, 2002 as a result of $608,600 of cash
provided by operating activities offset by capital expenditures of $15,800.
Capital expenditures in the three months ended March 31, 2003 were $5,100.

INVESTING ACTIVITIES

Significant capital would be required for a comprehensive
plant and headend upgrade, particularly in light of the high cost of electronics
to enable two-way service, to offer high speed cable modem Internet and other
interactive services, as well as to increase channel capacity and allow a
greater variety of video services. Our capital expenditures for upgrades have
been made with available funds and have enhanced the economic value of our
systems.

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

FINANCING ACTIVITIES

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

LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE
SYSTEMS

On April 10, 2002, pursuant to an asset purchase
agreement dated August 29, 2001, the Partnership completed the sale of all of
the Partnership's Illinois cable television systems in and around Hillsboro,
Jerseyville, Nokomis and Pana, Illinois to Charter Communications Entertainment
I, LLC ("CCE-I"), an affiliate of the Corporate General Partner and an indirect
subsidiary of Charter Communications, Inc., for a total sale price of
approximately $13,199,800 (the "Charter Sale"). The Charter Sale is part of a
larger transaction in which the Partnership and five other affiliated
partnerships (which, together with the Partnership are collectively referred to
as the "Selling Partnerships") sold all of their assets used in the operation of
their respective Illinois cable television systems to CCE-I and two of its
affiliates (also referred to, with CCE-I, as the "Purchasers") for a total cash
sale price of $63,000,000. Each Selling Partnership received the same value per
customer. In addition, the Limited Partners of each of the Selling Partnerships
approved an amendment to their respective partnership agreement to allow the
sale of assets to an affiliate of such partnership's General Partner. The
Purchasers are each indirect subsidiaries of the Corporate General Partner's
ultimate parent company, Charter, and, therefore, are affiliates of the
Partnership and each of the other Selling Partnerships.

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

After setting aside $2,000,000 to fund the Malden, Missouri
headend's working capital needs and paying or providing for the payment of the
expenses of the Charter Sale, the Corporate General Partner made distributions
of the allocable share of the remaining net sale proceeds, in accordance with
the Partnership Agreement. The Partnership made an initial distribution of
approximately $15,890,500 on or about May 15, 2002, with a second distribution
of $3,365,500 made on or about September 24, 2002.

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

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

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

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

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

CERTAIN TRENDS AND UNCERTAINTIES

In November 2002, voters in the city of Malden, Missouri
voted and approved a referendum giving city officials the authority to pursue
the issuance of up to $9.0 million in municipal bonds to finance the
construction of a municipally owned cable system. We believe that if a competing
system were built, the loss of customers would have an adverse impact on our
financial condition and results of operations. As of March 31, 2003, we had
approximately 1,200 basic customers in the city of Malden.

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

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

Charter and our Corporate General Partner have had
communications and correspondence with representatives of certain limited
partners, and others, concerning certain Enstar partnerships of which our
Corporate General Partner is also the Corporate General Partner. While we are
not aware of any formal litigation which has been filed relating to the
communications and correspondence, or the subject matter referred to therein, it
is impossible to predict what actions may be taken in the future or what loss
contingencies may result therefrom.

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

As disclosed in Charter's Quarterly Report on Form 10-Q, the
parent of our Corporate General Partner and our Manager is the defendant in
twenty-two class action and shareholder lawsuits and is the subject of a grand
jury investigation being conducted by the United States Attorney's Office for
the Eastern District of Missouri and an SEC investigation. Charter is unable to
predict the outcome of these lawsuits and government investigations. An
unfavorable outcome of these matters could have a material adverse effect on
Charter's results of operations and financial condition which could in turn have
a material adverse effect on us.

INFLATION

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

ITEM 4. CONTROLS AND
PROCEDURES.

(a)	Evaluation of disclosure controls and
procedures. Within the 90 days prior to the date of this report, our Corporate
General Partner carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Administrative Officer and
Principal Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based upon that evaluation, our Chief
Administrative Officer and Principal Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information that
is required to be disclosed by the Partnership in reports that it files in its
periodic SEC reports is recorded, processed, summarized and reported within the
terms specified in the SEC rules and forms.

(b)	Changes in internal controls. There were no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date that our Corporate
General Partner carried out this evaluation.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS

In December 2002, a proxy was filed with the SEC seeking
to obtain approval of the Limited Partners for the sale of the Partnership's
remaining cable systems and the subsequent liquidation and dissolution of the
Partnership. On March 10, 2003, the SEC review process was completed and
proxy statements were mailed to the holders of Limited Partnership Units. A
majority vote was reached in March 2003 although the consent solicitation period
remains open until May 16, 2003.

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

1. EXHIBITS



|Exhibit Number | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.1a           | Asset Purchase Agreement, dated November 8,
2002, by and among Telecommunications Management, LLC and Enstar Income Program
II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1,
L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar VIII,
L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and Enstar
Cable of Cumberland Valley. *                                                                                                                                                                    
|2.1b           | Letter of Amendment, dated as of February 6,
2003, between Enstar Income Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on February 14, 2003 (File No. 000-16779)).
|2.1c           | Letter of Amendment, dated as of April 24, 2003,
between Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P.,
Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on April 25, 2003 (File No. 000-16779)).     
|99.1           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chief Administrative Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                
|99.2           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Principal Financial Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                 

* filed herewith

On February 14, 2003 the registrant filed a current
report on Form 8-K dated February 6, 2003 to announce it had entered into a side
letter amending an asset purchase agreement.

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



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

ENSTAR INCOME PROGRAM II-2, L.P.

By:	ENSTAR COMMUNICATIONS CORPORATION

Corporate General Partner

Date: May 15, 2003

By:	/s/ Paul E. Martin

Name:	Paul E. Martin 
Senior Vice President and Corporate

Controller (Principal Financial Officer and Principal Accounting Officer)



CERTIFICATIONS

Certification of Chief Administrative Officer

I, Steven A. Schumm, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of
Enstar Income Program II-2, L.P.;

2.	Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3.	Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.	The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a)	designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.	The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

a)	all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6.	The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: May 15, 2003

/s/ Steven A. Schumm

Steven A. Schumm
Director, Executive Vice President, 
Chief Administrative Officer and Interim 
Chief Financial Officer
(Principal Executive Officer)





Certification of Principal Financial Officer

I, Paul E. Martin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of
Enstar Income Program II-2, L.P.;

2.	Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

3.	Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report;

4.	The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

a)	designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.	The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):

a)	all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6.	The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: May 15, 2003

/s/ Paul E. Martin

Paul E. Martin
Senior Vice President and 
Corporate Controller (Principal Financial
Officer and Principal Accounting Officer)



EXHIBIT INDEX



|Exhibit Number | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.1a           | Asset Purchase Agreement, dated November 8,
2002, by and among Telecommunications Management, LLC and Enstar Income Program
II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1,
L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar VIII,
L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and Enstar
Cable of Cumberland Valley. *                                                                                                                                                                    
|2.1b           | Letter of Amendment, dated as of February 6,
2003, between Enstar Income Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on February 14, 2003 (File No. 000-16779)).
|2.1c           | Letter of Amendment, dated as of April 24, 2003,
between Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P.,
Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit 2.1 to
the current report on Form 8-K of Enstar Income/Growth Program Five-A, L.P.
filed on April 25, 2003 (File No. 000-16779)).     
|99.1           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chief Administrative Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                
|99.2           | Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Principal Financial Officer). *                                                                                                                                                                                                                                                                                                                                                                                                                 

* filed herewith