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 September 30, 2002
 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 September 30, 2002
                                Table of Contents



|PART I.   FINANCIAL INFORMATION                                                                                       | Page No.
|--------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                      |         
|Item 1. Financial Statements - Enstar Income Program II-2, L.P.                                                       |         
|                                                                                                                      |         
|Condensed Balance Sheets as of September 30, 2002 and December 31, 2001                                               | 3       
|                                                                                                                      |         
|Condensed Statements of Operations for the
    three and nine months ended September 30, 2002 and 2001                | 4       
|                                                                                                                      |         
|Condensed Statements of Cash Flows for the
    nine months ended September 30, 2002 and 2001                          | 5       
|                                                                                                                      |         
|Notes to Condensed Financial Statements                                                                               | 6       
|                                                                                                                      |         
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 8       
|                                                                                                                      |         
|Item 4.   Controls and Procedures                                                                                     | 11      
|                                                                                                                      |         
|PART II.  OTHER INFORMATION                                                                                           |         
|                                                                                                                      |         
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | 13      
|                                                                                                                      |         
|Signatures                                                                                                            | 14      
|                                                                                                                      |         
|Certifications                                                                                                        | 15      

---

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

---

ENSTAR INCOME PROGRAM II-2, L.P.

                      CONDENSED BALANCE SHEETS

`September 30,  December 31,
                                                                      2002         2001
                                                                  ------------  ------------
                                                                  (unaudited)
                              ASSETS
ASSETS:
   Cash and cash equivalents.................................... $  5,085,500  $  9,745,500
   Accounts receivable..........................................       21,100        23,800
   Prepaid expenses and other assets............................        6,800         2,400
   Property, plant and equipment, net of accumulated
     depreciation of $2,799,700 and $2,699,600, respectively....      543,600       542,200
   Assets related to discontinued operations....................           --     2,002,500
                                                                  ------------  ------------
         Total assets........................................... $  5,657,000  $ 12,316,400
                                                                  ============  ============

                LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
   Accounts payable............................................. $     15,800  $     65,000
   Accrued liabilities..........................................      453,200       135,700
   Due to affiliates............................................    1,557,200       876,300
                                                                  ------------  ------------
          Total liabilities.....................................    2,026,200     1,077,000
                                                                  ------------  ------------
PARTNERSHIP CAPITAL (DEFICIT):
   General Partners.............................................      (37,400)       38,700
   Limited Partners.............................................    3,668,200    11,200,700
                                                                  ------------  ------------
          Total partnership capital.............................    3,630,800    11,239,400
                                                                  ------------  ------------
          Total liabilities and partnership capital............. $  5,657,000  $ 12,316,400
                                                                  ============  ============`

See accompanying notes to condensed financial statements.

---

ENSTAR INCOME PROGRAM II-2, L.P.

                  CONDENSED STATEMENTS OF OPERATIONS

`Three Months Ended          Nine Months Ended
                                                                     September 30,               September 30,
                                                               ------------- ------------  --------------------------
                                                                   2002          2001          2002          2001
                                                               ------------  ------------  ------------  ------------
                                                                       (unaudited)                 (unaudited)

REVENUES..................................................... $    213,900  $    225,000  $    650,000  $    689,800

OPERATING EXPENSES:
   Service costs.............................................       72,900        71,400       203,200       229,500
   General and administrative expenses.......................       23,700        30,000        81,700        92,000
   General partner management fees and reimbursed expenses...       23,200        54,600        91,300       165,400
   Depreciation and amortization.............................       23,700        29,900        80,500        90,200
                                                               ------------  ------------  ------------  ------------
                                                                   143,500       185,900       456,700       577,100
                                                               ------------  ------------  ------------  ------------
OPERATING INCOME.............................................       70,400        39,100       193,300       112,700
                                                               ------------  ------------  ------------  ------------

OTHER INCOME (EXPENSE):
   Interest income...........................................       33,600        62,000       114,500       228,900
   Other income (expense)....................................           --         1,900            --       (43,000)
                                                               ------------  ------------  ------------  ------------
                                                                    33,600        63,900       114,500       185,900
                                                               ------------  ------------  ------------  ------------
INCOME FROM CONTINUING OPERATIONS............................      104,000       103,000       307,800       298,600
                                                               ------------  ------------  ------------  ------------
DISCONTINUED OPERATIONS:
   Income from discontinued operations.......................       11,800       190,200       231,500       675,600
   Gain on sale of cable systems.............................        4,500            --    11,108,100            --
                                                               ------------  ------------  ------------  ------------
INCOME FROM DISCONTINUED OPERATIONS..........................       16,300       190,200    11,339,600       675,600
                                                               ------------  ------------  ------------  ------------
NET INCOME................................................... $    120,300  $    293,200  $ 11,647,400  $    974,200
                                                               ============  ============  ============  ============
Net income allocated to General Partners..................... $      1,200  $      2,900  $    116,500  $      9,700
                                                               ============  ============  ============  ============
Net income allocated to Limited Partners..................... $    119,100  $    290,300  $ 11,530,900  $    964,500
                                                               ============  ============  ============  ============
NET INCOME FROM CONTINUING OPERATIONS PER UNIT OF LIMITED
PARTNERSHIP INTEREST......................................... $       3.45  $       3.41  $      10.20  $       9.89
                                                               ============  ============  ============  ============
NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT OF LIMITED
PARTNERSHIP INTEREST......................................... $       0.54  $       6.30  $     375.71  $      22.39
                                                               ============  ============  ============  ============
NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST.......... $       3.99  $       9.71  $     385.91  $      32.28
                                                               ============  ============  ============  ============
AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING
   DURING PERIOD.............................................       29,880        29,880        29,880        29,880
                                                               ============  ============  ============  ============`

See accompanying notes to consdensed financial statements.

---

ENSTAR INCOME PROGRAM II-2, L.P.

                 CONDENSED STATEMENTS OF CASH FLOWS

`Nine Months Ended
                                                                                              September 30,
                                                                                       ---------------------------
                                                                                           2002           2001
                                                                                       -------------  ------------
                                                                                               (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income........................................................................ $  11,647,400  $    974,200
   Adjustments to reconcile net income to net cash flows from operating activities:
      Depreciation and amortization..................................................       159,600       316,700
      Gain on sale of cable systems..................................................   (11,108,100)           --
      Changes in:
      Accounts receivable, prepaid expenses and other assets.........................        68,500        78,800
      Accounts payable, accrued liabilities and due to affiliates....................       716,900       535,400
                                                                                       -------------  ------------
          Net cash flows from operating activities...................................     1,484,300     1,905,100
                                                                                       -------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures..............................................................       (88,100)      (59,800)
   Proceeds from sale of cable systems, net of transaction costs.....................    13,199,800            --
   Other investing activities........................................................            --         2,000
                                                                                       -------------  ------------
          Net cash flows from investing activities...................................    13,111,700       (57,800)
                                                                                       -------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to General Partners.................................................      (192,600)           --
   Distributions to Limited Partners.................................................   (19,063,400)           --
                                                                                       -------------  ------------
          Net cash flows from financing activities...................................   (19,256,000)           --
                                                                                       -------------  ------------

NET INCREASE (DECREASE) IN CASH .....................................................    (4,660,000)    1,847,300

CASH AND CASH EQUIVALENTS, beginning of period.......................................     9,745,500     7,186,600
                                                                                       -------------  ------------
CASH AND CASH EQUIVALENTS, end of period............................................. $   5,085,500  $  9,033,900
                                                                                       =============  ============`

See accompanying notes to consdensed 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 September 30, 2002,
and for the three and nine months ended September 30, 2002 and 2001, 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,
2001. In the opinion of management, the condensed interim financial statements
reflect all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the results of such periods. The results of
operations for the three and nine months ended September 30, 2002 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.



2.	DISCONTINUED OPERATIONS AND PROPOSED SALES
TRANSACTION



On April 10, 2002, pursuant to an asset purchase agreement
dated August 29, 2001, the Partnership completed the sale of its Illinois cable
television systems in and around Hillsboro, Jerseyville, Nokomis and Pana,
Illinois to Charter Communications Entertainment I, LLC (CCE-I), an affiliate of
Enstar Communications Corporation (ECC), the Corporate General Partner, and a
direct subsidiary of Charter Communications Holding Company, LLC (Charter), for
a total sale price of approximately $13,199,800 (the Charter Sale).  As a pre-
condition to the sale, based on approval by the Limited Partners, the
partnership agreement was amended to allow the sale of assets to an affiliate of
the Corporate General Partner.



After setting aside $2,000,000 to fund the Malden, Missouri
headend's working capital needs for forseeable future, and paying or providing
for the payment of the expenses of the Charter Sale, the Corporate General
Partner will make one or more distributions of our allocable share of the
remaining net sale proceeds, in accordance with our partnership agreement.  We
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.



In accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets," adopted by the Partnership on January 1, 2002, the assets sold in
the Charter Sale have been reclassified and presented as assets related to
discontinued operations in the accompanying condensed balance sheets.  The
operating results and gain on sale of such cable systems are presented as
discontinued operations in the accompanying condensed statements of operations.
Discontinued operations classification was triggered in the second quarter of
2002 once approval of the sale was obtained and the sale became probable.  For
the period from January 1, 2002 to April 10, 2002 and the nine months ended
September 30, 2001, revenues of the sold cable systems were $803,500 and
$2,185,800, respectively, and income from discontinued operations, excluding the
gain on sale of cable systems, totaled $231,500 and $675,600, respectively.  For
the three months ended September 30, 2001, revenue and income from discontinued
operations, excluding the gain on sale of cable systems, approximated $747,600
and $190,200, respectively.  The book value of the investment in the sold cable
systems approximated $2,091,700 at April 10, 2002.  The Partnership recorded a
gain of $11,108,100 in the nine months ended September 30, 2002.



On November 8, 2002 the Partnership entered into an asset
purchase agreement providing for the sale of the 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 nine other affiliated partnerships (which, together with the Partnership are
collectively referred to as the "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 (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 Selling
Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. If approved, it is
expected that this sale will close in the first half of 2003, although no
assurance can be given regarding this matter.

Upon sale of the remaining cable system, the
Partnership will be liquidated and all remaining assets distributed to the
Limited Partners and the General Partners.



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 ECC, for a monthly management fee of 5% of gross
revenues, as defined, from operations of the Partnership, excluding revenues
from the sale of cable television systems or franchises, payable to Enstar
Cable. Management fee expense approximated $10,700 and $48,700 ($10,700 and
$11,300 related to continuing operations) for the three months ended September
30, 2002 and 2001, respectively, and $72,700 and $143,800 ($32,500 and $34,500
related to continuing operations) for the nine months ended September 30, 2002
and 2001, respectively.



The Management Agreement also provides that the Partnership
reimburse Enstar Cable for direct expenses incurred on behalf of the Partnership
and the Partnership's allocable share of Enstar Cable's operational costs.
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 was $12,500 and $134,200 ($12,500
and $43,300 related to continuing operations) for the three months ended
September 30, 2002 and 2001, respectively, and $148,000 and $359,200 ($58,800
and $130,900 related to continuing operations) for the nine months ended
September 30, 2002 and 2001, respectively.



All programming services have been purchased through Charter.
Charter charges the Partnership for these costs based on an allocation of its
costs. The Partnership recorded programming fee expense of $47,100 and $209,700
($47,100 and $46,700 related to continuing operations) for the three months
ended September 30, 2002 and 2001, respectively, and $331,000 and $630,700
($139,500 and $141,800 related to continuing operations) for the nine months
ended September 30, 2002 and 2001, respectively.  Programming fees are included
in service costs in the accompanying condensed statements of operations.



All amounts owed to the General Partner and affiliates are
non-interest bearing.



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.



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, 2001 for additional information regarding such matters
and the effect thereof on our business.



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.  The following discussion of our results of operations classifies all
results from operations sold in discontinued operations for the nine months
ended September 30, 2002 and 2001.  Accordingly, the remaining discussion
includes the results of operations for the Malden system only.



Revenues decreased $11,100 from $225,000 to $213,900, or
4.9%, and $39,800 from $689,800 to $650,000, or 5.8%, for the three and nine
months ended September 30, 2002, respectively, compared to the corresponding
periods in 2001. The decrease was due to a decline in the number of premium
service customers.  As of September 30, 2002 and 2001, we had approximately
2,100 basic service customers and 200 and 300 premium service customers,
respectively. The decline in premium customers is primarily due to competition from
satellite providers and customer reaction to increased prices.



Service costs increased $1,500 from $71,400 to $72,900, or
2.1%, and decreased $26,300 from $229,500 to $203,200 or 11.5%, for the three
and nine months ended September 30, 2002, respectively, compared to the
corresponding periods in 2001.  Service costs represent programming costs and
other costs directly attributable to providing cable services to customers. The
decrease for the nine months ended September 30, 2002 was primarily due to the
decline in customers described above.



General and administrative expenses decreased $6,300 from
$30,000 to $23,700, or 21.0%, and decreased $10,300 from $92,000 to $81,700, or
11.2%, for the three and nine months ended September 30, 2002, respectively,
compared to the corresponding periods in 2001. The decrease for the nine months
ended September 30, 2002 and 2001 is primarily due to a decrease in property
taxes.



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 $31,400 from $54,600 to $23,200, or 57.5%, and $74,100 from $165,400
to $91,300, or 44.8%, for the three and nine months ended September 30, 2002,
respectively, compared to the corresponding periods in 2001. The decrease was
primarily due to a decrease in the level of such services being provided and
billed to us by Charter



Depreciation and amortization expense decreased $6,200 from
$29,900 to $23,700, or 20.7%, and $9,700 from $90,200 to $80,500, or 10.8%, for
the three and nine months ended September 30, 2002, respectively, compared to
the corresponding periods in 2001.  The decrease was due to certain fixed assets
becoming fully depreciated during the fourth quarter of 2001 and the three
months ended September 30, 2002.



Due to the factors described above, our operating income
increased $31,300 from $39,100 to $70,400, and $80,600 from $112,700 to $193,300
for the three and nine months ended September 30, 2002, respectively, compared
to the corresponding periods in 2001.



Interest income decreased from $62,000 to $33,600 and from
$228,900 to $114,500 due to lower average cash balances available for investment
due to distributions made of proceeds from the sale of certain cable systems
(the Charter Sale).



Other income of $1,900 for the three months ended September
30, 2001 and other expense of $43,000 for the nine months ended September 30,
2001 represent costs and other income associated with a previous unexecuted
sales proposal.



Due to the factors described above, our income from
continuing operations increased $1,000 from $103,000 to $104,000 and $9,200 from
$298,600 to $307,800 for the three and nine months ended September 30, 2002,
respectively, compared to the corresponding periods in 2001.



Our income from discontinued operations decreased $178,400
from $190,200 to $11,800 and $444,100 from $675,600 to $231,500 for the three
and nine months ended September 30, 2002, respectively, compared to the
corresponding periods in 2001.  Income from discontinued operations for the
three months ended September 30, 2002 represents adjustments to accruals of the
system sold based on receipt of final invoices and information.  Gain on sale of
cable systems totaled $4,500 and $11,108,100 for the three and nine months ended
September 30, 2002, respectively.  Gain on sale of cable systems represents the
difference between the sale proceeds and the net book value of investment.  The
additional gain on sale of cable systems in the three months ended September 30,
2002 resulted from revisions to estimates of taxes due as a result of the sale
of cable systems.



Net income decreased $172,900 from $293,200 to $120,300 and
increased $10,673,200 from $974,200 to $11,647,400 for the three and nine months
ended September 30, 2002, respectively, compared to the corresponding periods in
2001, due to the factors described above.



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.



Operating activities provided $1,484,300 and $1,905,100
during the nine months ended September 30, 2002 and 2001, respectively. Changes
in receivables, prepaid expenses and other assets provided $68,500 and
$78,800 during the nine months ended September 30, 2002 and 2001, respectively,
primarily due to fluctuations in receivable collections. Changes in liabilities
owed to affiliates and third party creditors provided $716,900 and $535,400
during the nine months ended September 30, 2002 and 2001, respectively, due to
differences in the timing of payments.



We provided $13,111,700 and used $57,800 in investing
activities during the nine months ended September 30, 2002 and 2001,
respectively, due primarily to proceeds from the Charter Sale in 2002 and
capital expenditures in 2001.



Financing activities used $19,256,000 during the nine months
ended September 30, 2002 due to distributions to partners of proceeds received
from the Charter Sale.

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, 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



Distributions to partners as a result of the Charter Sale
totaled $19,256,000 for the nine months ended September 30, 2002.



At September 30, 2002, we had no debt outstanding. We rely
upon cash flow from operations to meet liquidity requirements and fund necessary
capital expenditures. Although we currently maintain a cash balance, there can
be no assurance that our future cash flows, combined with available cash, will
be adequate to meet our future liquidity requirements or to fund future capital
expenditures as required by franchise authorities.



DISCONTINUED OPERATIONS AND PROPOSED SALES TRANSACTION



On April 10, 2002, pursuant to an asset purchase agreement
dated August 29, 2001, we completed the sale of our Illinois cable television
systems in and around Hillsboro, Jerseyville, Nokomis and Pana, Illinois to
Charter Communications Entertainment 1, LLC (CCE-I), an affiliate of the
Corporate General Partner and an indirect subsidiary of Charter, for a total
sale price of approximately $13,199,800 (the Charter Sale).  As a pre-condition
to the sale, based on approval by the Limited Partners, our partnership
agreement was amended to allow the sale of assets to an affiliate of the
Corporate General Partner.



After setting aside $2,000,000 to fund the Malden headend's
working capital needs for forseeable future, and paying or providing for the
payment of the expenses of the Charter Sale, the Corporate General Partner will
make one or more distributions of our allocable share of the remaining net sale
proceeds, in accordance with our partnership agreement.  We 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.



In accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets," adopted by the Partnership on January 1, 2002, the assets sold in
the Charter Sale have been reclassified and presented as assets related to
discontinued operations in the accompanying condensed balance sheets.  The
operating results and gain on sale of such cable systems are presented as
discontinued operations in the accompanying condensed statements of operations.
Discontinued operations classification was triggered in the second quarter of
2002 once approval of the sale was obtained and the sale become probable.  For
the period from January 1, 2002 to April 10, 2002 and the nine months ended
September 30, 2001, revenues of the sold cable systems were $803,500 and
$2,185,800, respectively, and income from discontinued operations, excluding the
gain on sale of cable systems, totaled $231,500 and $675,600, respectively.  For
the three months ended September 30, 2001, revenue and income from discontinued
operations, excluding the gain on sale of cable systems, approximated $747,600
and $190,200, respectively.  The book value of the investment in the sold cable
systems approximated $2,091,700 at April 10, 2002.  The Partnership recorded a
gain of $11,108,100 in the nine months ended September 30, 2002.



On November 8, 2002 the Partnership entered into an asset
purchase agreement providing for the sale of the 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 nine other affiliated partnerships (which, together with the Partnership are
collectively referred to as the "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 (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 Selling
Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. If approved, it is
expected that this sale will close in the first half of 2003, although no
assurance can be given regarding this matter.  Subsequent to the signing
of the Agreement, Telecommunications, Management has raised an issue with
respect to the fact that the city of Malden has been authorized to raise
funds to finance construction of a competing cable television system.  This
is an issue that may impact closing.

Upon sale of all of the remaining cable systems, the
Partnership will be liquidated and all remaining assets distributed to the
Limited Partners and the General Partners.



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 September 30, 2002,
we had approximately 2,100 basic customers in the city of Malden.



Insurance coverage is maintained for all of the cable
television properties owned or managed by us 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.



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.





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

1. EXHIBITS



|Exhibit Number | Description of Document                                                                                                                                                                                                                                                                                                                                                                             
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                     
|2.1            | 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. *
|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

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: November 13, 2002

By:	/s/ Paul E. Martin
Name:	Paul E. Martin 
Title:	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: November 13, 2002

/s/  Steven A. Schumm
Steven A. Schumm

Executive Vice President and
Chief Administrative 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: November 13, 2002



/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                                                                                                                                                                                                                                                                                                                                                                             
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                                                                                                     
|2.1            | 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. *
|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