SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

---

FORM 10-Q

---

(Mark One)

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

For the quarterly period ended June 30, 2004
 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 such 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 June 30, 2004
                                Table of Contents



|PART I.   FINANCIAL INFORMATION (UNAUDITED)                                                                                             | Page
|--------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                        |     
|Item 1. Financial Statements - Enstar Income Program II-2, L.P.                                                                         |     
|Condensed Statements of Net Assets in Liquidation as of June 30, 2004 and December 31, 2003                                             | 3   
|Condensed Statements of Changes in Net Assets in Liquidation for the
                 three and six months ended June 30, 2004 and 2003 | 4   
|Notes to Condensed Financial Statements                                                                                                 | 5   
|                                                                                                                                        |     
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                   | 7   
|                                                                                                                                        |     
|Item 4.   Controls and Procedures                                                                                                       | 8   
|                                                                                                                                        |     
|PART II.  OTHER INFORMATION                                                                                                             |     
|                                                                                                                                        |     
|Item 6.   Exhibits and Reports on Form 8-K                                                                                              | 9   
|                                                                                                                                        |     
|SIGNATURES                                                                                                                              | 10  
|                                                                                                                                        |     
|EXHIBIT INDEX                                                                                                                           | 11  

---

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

---

ENSTAR INCOME PROGRAM II-2, L.P.

             CONDENSED STATEMENTS OF NET ASSETS IN LIQUIDATION

                            (See Note 2)

`June 30,     December 31,
                                                                          2004           2003
                                                                      ------------  -------------
                                                                      (Unaudited)
ASSETS:
   Cash and cash equivalents........................................ $    906,100  $     979,700
   Due from affiliates..............................................           --          3,400
   Escrow deposits..................................................       57,000         57,000
                                                                      ------------  -------------
         Total assets...............................................      963,100      1,040,100
                                                                      ------------  -------------

LIABILITIES:
   Accounts payable and accrued liabilities.........................       14,400         21,300
   Due to purchaser.................................................           --         72,000
   Due to affiliates................................................        6,100             --
                                                                      ------------  -------------
          Total liabilities.........................................       20,500         93,300
                                                                      ------------  -------------
NET ASSETS IN LIQUIDATION:
   General Partners.................................................        4,900          4,900
   Limited Partners.................................................      937,700        941,900
                                                                      ------------  -------------
                                                                     $    942,600  $     946,800
                                                                      ============  =============`

See accompanying notes to condensed financial statements.

---

ENSTAR INCOME PROGRAM II-2, L.P.

   CONDENSED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

                          (See Note 2)

         FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

                          (Unaudited)

`Three months ended June 30,   Six months ended June 30,
                                                                   ----------------------------  --------------------------
                                                                       2004           2003           2004          2003
                                                                   -------------  -------------  -----------  -------------
Additions:
  Revenues....................................................... $          --  $     238,500  $        --  $     462,300
  Interest income................................................            --         10,300           --         18,500
                                                                   -------------  -------------  -----------  -------------
      Total additions............................................            --        248,800           --        480,800
                                                                   -------------  -------------  -----------  -------------
Deductions:
  Service costs..................................................            --         94,900           --        195,400
  General and administrative expenses............................            --         26,100           --         68,300
  General partner management fees and reimbursed expenses........            --         28,000           --         52,600
  Capital expenditures...........................................            --          7,300           --         12,400
  Increase in accrued costs of liquidation.......................         2,300             --        4,200             --
  Other expenses.................................................            --          3,700           --          7,900
                                                                   -------------  -------------  -----------  -------------
      Total deductions...........................................         2,300        160,000        4,200        336,600
                                                                   -------------  -------------  -----------  -------------
Net increase (decrease) in net assets in liquidation.............        (2,300)        88,800       (4,200)       144,200

NET ASSETS IN LIQUIDATION, beginning of period...................       944,900      3,708,800      946,800      3,653,400
                                                                   -------------  -------------  -----------  -------------
NET ASSETS IN LIQUIDATION, end of period......................... $     942,600  $   3,797,600  $   942,600  $   3,797,600
                                                                   =============  =============  ===========  =============`

See accompanying notes to condensed financial statements.

---

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 June 30, 2004,
and for the three and six months ended June 30, 2004 and 2003, 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, 2003. 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 and six months ended June 30, 2004 and 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, allocated
operating costs and estimated costs of liquidation. Actual results could differ
from those estimates.

2.	LIQUIDATION BASIS ACCOUNTING

The financial statements as of June 30, 2004 and December
31, 2003 are presented on a liquidation basis of accounting. As such, assets are
stated at estimated realizable values and liabilities are stated at estimated
settlement amounts. In addition, depreciation and amortization ceased upon
conversion to liquidation accounting and capital expenditures were expensed as
incurred.

Net assets in liquidation as of June 30, 2004 represent the
estimated distributions to the Partnership's limited partners and the general
partners including Enstar Communications Corporation (the "Corporate General
Partner"). 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 of June 30, 2004 and December 31,
2003 as a result of claims on the indemnity escrow and adjustments to accrued
costs of liquidation. Accrued costs of liquidation were increased by $2,300 and
$4,200 during the three and six months ended June 30, 2004, respectively. Cash
and cash equivalents decreased as a result of payments of amounts owed to
Telecommunications Management. No assurance can be given as to the amount of
final distributions to be made to the partners.

3.	SALES OF CABLE SYSTEMS

Effective August 31, 2003, pursuant to an asset purchase
agreement dated November 8, 2002 as amended, the Partnership completed the sale
of its only remaining cable system to Telecommunications Management, LLC
("Telecommunications Management") for a total adjusted sales price of
approximately $1,267,000 (approximately $800 per customer acquired), subject to
post closing adjustments (the "Telecommunications Management Sale"). The
Telecommunications Management Sale was part of a larger transaction in which the
Partnership and eight other affiliated partnerships sold all of their remaining
assets used in the operations of their respective cable systems to
Telecommunications Management for a total cash sales price of $12,354,600 after
closing adjustments.

The Corporate General Partner's intention is to terminate the
Partnership as expeditiously as possible in accordance with the Partnership
Agreement. The Partnership made an initial distribution payment of $3.4 million
to its limited partners in November 2003. A second and final liquidating
distribution will occur on or after October 2004 upon the release of the
indemnity escrow and the receipt of the remaining proceeds of such escrow if
any.

4.	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, pursuant to which the
Partnership pays a monthly management fee of 5% of gross revenues to Enstar
Cable excluding revenues from the sale of cable television systems or
franchises. Management fee expense approximated $0 and $11,900 for the three
months ended June 30, 2004 and 2003, respectively, and $0 and $23,100 for the
six months ended June 30, 2004 and 2003, 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. The Corporate General Partner
is an indirect wholly owned subsidiary of Charter Communications, Inc.
("Charter"). 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 $0 and $16,100 for
the three months ended June 30, 2004 and 2003, respectively, and $0 and $29,500
for the six months ended June 30, 2004 and 2003, respectively.

Substantially all programming services were purchased through
Charter. Charter charged the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $0 and $56,000 for the three
months ended June 30, 2004 and 2003, respectively, and $0 and $112,500 for the
six months ended June 30, 2004 and 2003, respectively. Programming fees are
included in service costs in the accompanying condensed statements of changes in
net assets in liquidation.

5.	CERTAIN TRENDS AND UNCERTAINTIES

As disclosed in Charter's Quarterly Report on Form 10-Q
for the six months ended June 30, 2004, Charter is the defendant in twenty-three
class action and shareholder lawsuits. On August 5, 2004, Charter entered into
Memoranda of Understanding setting forth agreements in principle regarding
settlement of these class actions and shareholder lawsuits. Settlement of those
actions under the terms of the memoranda is subject to a number of conditions,
and there can be no assurance that the actions will be settled on those terms or
at all.

6.	NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST

The amended Partnership Agreement generally provides that
all cash distributions (as defined) be distributed 1% to the general partners
and 99% to the limited partners until the limited partners have received
aggregate cash distributions equal to their original capital contributions
("Capital Payback"). The Partnership Agreement also provides that all
partnership profits, gains, operational losses, and credits (all as defined) be
allocated 1% to the general partners and 99% to the limited partners until the
limited partners have been allocated net profits equal to the amount of cash
flow required for Capital Payback. After the limited partners have received cash
flow equal to their initial investments, the general partners will receive a 1%
allocation of cash flow from sale or liquidation of a system until the limited
partners have received an annual simple interest return of at least 18% of their
initial investments less any distributions from previous system sales and cash
distributions from operations after Capital Payback. Thereafter, the respective
allocations will be made 15% to the general partners and 85% to the limited
partners. Any losses from system sales or exchanges shall be allocated first to
all partners having positive capital account balances (based on their respective
capital accounts) until all such accounts are reduced to zero and thereafter to
the Corporate General Partner. All allocations to limited partners will be based
on their respective limited partnership ownership interests.

Upon the disposition of substantially all of the Partnership
assets, gains shall be allocated first to the limited partners having negative
capital account balances until their capital accounts are increased to zero,
next equally among the general partners until their capital accounts are
increased to zero, and thereafter as outlined in the preceding paragraph. Upon
dissolution of the Partnership, distributions will be made in amounts equal to
the respective partners remaining capital account balances. Any negative capital
account balances remaining after all allocations and distributions are made must
be funded by the respective partners. The Partnership Agreement limits the
amount of debt the Partnership may incur.



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 costs of liquidation, legal
requirements and our estimated future distributions. Such forward-looking
statements involve risks and uncertainties including, without limitation, the
uncertainty of legislative and regulatory changes and the costs required to
liquidate the Partnership. In addition to the information provided herein,
reference is made to our Annual Report on Form 10-K for the year ended December
31, 2003 for additional information regarding such matters and the effect
thereof on our business.

Effective August 31, 2003, pursuant to an asset purchase
agreement dated November 8, 2002 as amended, the Partnership completed the sale
of its only remaining cable system to Telecommunications Management, LLC
("Telecommunications Management") for a total adjusted sales price of
approximately $1,267,000 (approximately $800 per customer acquired), subject to
post closing adjustments (the "Telecommunications Management Sale"). The
Telecommunications Management Sale was part of a larger transaction in which the
Partnership and eight other affiliated partnerships sold all of their remaining
assets used in the operations of their respective cable systems to
Telecommunications Management for a total cash sales price of $12,354,600 after
closing adjustments.

The financial statements as of June 30, 2004 and December 31,
2003 are presented on a liquidation basis of accounting. As such, assets are
stated at estimated realizable values and liabilities are stated at estimated
settlement amounts. In addition, depreciation and amortization ceased upon
conversion to liquidation accounting and capital expenditures were expensed as
incurred.

Net assets in liquidation as of June 30, 2004 represent the
estimated distributions to the limited partners and the general partners.
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 of June 30, 2004 and December 31, 2003 as a result of
claims on the indemnity escrow and adjustments to accrued costs of liquidation.
Accrued costs of liquidation were increased by $2,300 and $4,200 during the
three and six months ended June 30, 2004, respectively. No assurance can be
given as to the amount of final distributions to be made to the partners.

In order to reduce costs during the liquidation period, we
submitted a request for a no action letter on October 30, 2003 (the "Letter")
from the Division of Corporation Finance (the "Division") of the Securities and
Exchange Commission (the "Commission") seeking to relieve us from filing annual
and quarterly reports on Forms 10-K and 10-Q under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The Letter requested that the Division
not recommend enforcement action to the Commission against us for not filing
these reports, subject to complying with the requirements of the Letter. Our
request currently is pending with the Division and no relief has been granted.
As such, we will continue to file annual and quarterly reports on Forms 10-K and
10-Q under the Exchange Act pending receipt of a favorable no action letter or
until final dissolution of the Partnership. In connection with filing the
Letter, we undertook not to consent to the admission of any transferee of units
as a limited partner in the Partnership, subject to the terms of our partnership
agreement, except for transfers for estate planning, gift and intra-family
transfer purposes. In a restated Letter filed with the Commission on August 4,
2004, we undertook to adopt a more restrictive policy upon grant of the
requested relief. Under this new policy, we undertook not to consent to the
admission of any transferee of units as a limited partner in the Partnership,
subject to the terms of the partnership agreement, except for transfers by
operation of law. In the event we receive approval of the no action letter from
the Securities and Exchange Commission, we will continue to provide financial
statements to the limited partners in a non-public presentation as required
under the partnership agreement.

RESULTS OF OPERATIONS

The Partnership operated its properties through August
31, 2003 but had no operations for the period subsequent to that date as a
result of the Telecommunications Management Sale discussed above. In addition,
the Partnership changed to the liquidation basis of accounting on December 31,
2002. Accordingly, no discussion of operating results for the three and six
months ended June 30, 2004 compared to the three and six months ended June 30,
2003 has been provided as the periods are not comparable.

Net assets in liquidation at June 30, 2004 were $942,600,
consisting of assets of $963,100, offset by liabilities of $20,500. The net
change in net assets in liquidation for the three and six months ended June 30,
2004, was a decrease of $2,300 and $4,200, respectively, as a result of changes
in estimated costs to liquidate the Partnership. Net assets in liquidation at
December 31, 2003 were $946,800, consisting of assets of $1,040,100, offset by
liabilities of $93,300. The net change in net assets in liquidation for the
three and six months ended June 30, 2003 was an increase of $88,800 and
$144,200, respectively, as a result of net operating results of the
Partnership's cable systems.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased $73,600 from $979,700
at December 31, 2003 to $906,100 at June 30, 2004. The decrease was primarily
attributable to payments of amounts owed to Telecommunications Management.

The Corporate General Partner's intention is to terminate the
Partnership as expeditiously as possible, in accordance with its partnership
agreement. The Partnership made an initial distribution payment of $3.4 million
to its limited partners in November 2003. A second and final liquidating
distribution will occur on or after October 2004 upon the release of the
indemnity escrow and the receipt of the remaining proceeds of such escrow, if
any.

CERTAIN TRENDS AND UNCERTAINTIES

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.

As disclosed in Charter's Quarterly Report on Form 10-Q for
the six months ended June 30, 2004, Charter is the defendant in twenty-three
class action and shareholder lawsuits. On August 5, 2004, Charter entered into
Memoranda of Understanding setting forth agreements in principle regarding
settlement of the class actions and shareholder lawsuits. Settlement of those
actions under the terms of the memoranda is subject to a number of conditions,
and there can be no assurance that the actions will be settled on those terms or
at all.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this
report, our Corporate General Partner, including our Chief Administrative
Officer, acting in the capacity of our Principal Executive Officer, and our
Principal Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures with respect to the
information generated for use in this quarterly report. The evaluation was based
in part upon reports and affidavits provided by a number of executives of the
Corporate General Partner. Based upon, and as of the date of that evaluation,
our Chief Administrative Officer and Principal Financial Officer concluded that
the disclosure controls and procedures were effective to provide reasonable
assurances that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms.

There was no change in our internal control over financial
reporting during the quarter ended June 30, 2004 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

In designing and evaluating the disclosure controls and
procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based upon the above
evaluation, we believe that our controls do provide such reasonable assurances.



PART II. OTHER INFORMATION

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 (Incorporated by reference to Exhibit 2.1 to the
quarterly report of Form 10-Q of Enstar Income Program II-2, L.P. filed on
November 12, 2002 (File No. 000-14505)).                   
|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)).                      
|2.1d           | Letter of Amendment, dated as of November 8,
2002, 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 June 9, 2003 (File No. 000-16779)).                      
|2.1e           | Close of Asset Purchase Agreement, dated as of
September 11, 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 September 16, 2003 (File No. 000-16779)).
|31.1           | Certificate of Chief Administrative Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.2           | Certificate of Chief Financial Officer pursuant
to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
*                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.1           | 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). *                                                                                                                                                                                                                                                                                                                                                                                                                                 
|32.2           | 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

None.

---

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: August 18, 2004

By:	/s/ Paul E. Martin	Name:	Paul E. Martin 
	Title:	Senior Vice President and Corporate

---

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 (Incorporated by reference to Exhibit 2.1 to the
quarterly report of Form 10-Q of Enstar Income Program II-2, L.P. filed on
November 12, 2002 (File No. 000-14505)).                   
|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)).                      
|2.1d           | Letter of Amendment, dated as of November 8,
2002, 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 June 9, 2003 (File No. 000-16779)).                      
|2.1e           | Close of Asset Purchase Agreement, dated as of
September 11, 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 September 16, 2003 (File No. 000-16779)).
|31.1           | Certificate of Chief Administrative Officer
pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of
1934. *                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|31.2           | Certificate of Chief Financial Officer pursuant
to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
*                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.1           | 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). *                                                                                                                                                                                                                                                                                                                                                                                                                                 
|32.2           | 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