<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 10-Q

(MARK ONE)

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

For the quarterly period ended   September 30, 1998
                               ----------------------

                                       OR

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

For the transition period from                     to 
                               -------------------    ---------------------

                       Commission File Number   0-14508
                                               ---------

                        Enstar Income Program II-1, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

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

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

--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

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

                         PART I - FINANCIAL INFORMATION

                        ENSTAR INCOME PROGRAM II-1, L.P.

                            CONDENSED BALANCE SHEETS

                        ---------------------------------
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                             December 31,         September 30,
                                                                                 1997*                 1998
                                                                           ------------------    -----------------
                                                                                                   (Unaudited)
<S>                                                                        <C>                   <C>
ASSETS:

   Cash and cash equivalents                                                $     1,778,300       $     1,702,200

   Accounts receivable, less allowance of $11,000 and
      $7,400 for possible losses                                                     48,800                64,200

   Prepaid expenses and other assets                                                351,000               354,800

   Property, plant and equipment, less accumulated
      depreciation and amortization of $4,419,300 and $2,830,600                  3,765,500             4,093,400

   Franchise cost, net of accumulated
      amortization of $26,800 and $34,300                                            64,700                62,900

   Deferred charges, net                                                              6,800                 5,900
                                                                           ------------------    -----------------

                                                                            $     6,015,100       $     6,283,400
                                                                           ------------------    -----------------
                                                                           ------------------    -----------------

                       LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:

   Accounts payable                                                         $       457,600       $       272,000
   Due to affiliates                                                                192,200               170,700
                                                                           ------------------    -----------------

          TOTAL LIABILITIES                                                         649,800               442,700
                                                                           ------------------    -----------------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):

   General partners                                                                 (20,300)              (15,500)
   Limited partners                                                               5,385,600             5,856,200
                                                                           ------------------    -----------------

          TOTAL PARTNERSHIP CAPITAL                                               5,365,300             5,840,700
                                                                           ------------------    -----------------

                                                                            $     6,015,100       $     6,283,400
                                                                           ------------------    -----------------
                                                                           ------------------    -----------------
</TABLE>

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

                                      -2-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

                        ---------------------------------
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                            Unaudited
                                                              --------------------------------------
                                                                       Three months ended
                                                                          September 30,
                                                              --------------------------------------
                                                                    1997                 1998
                                                              -----------------    -----------------
<S>                                                           <C>                  <C>
REVENUES                                                        $     754,000        $     793,300
                                                              -----------------    -----------------

OPERATING EXPENSES:
   Service costs                                                      174,200              229,800
   General and administrative expenses                                 61,000               71,900
   General Partner management fees
      and reimbursed expenses                                         116,900              129,100
   Depreciation and amortization                                       86,600              108,600
                                                              -----------------    -----------------

                                                                      438,700              539,400
                                                              -----------------    -----------------

OPERATING INCOME                                                      315,300              253,900
                                                              -----------------    -----------------

OTHER INCOME (EXPENSE):
   Interest income                                                     31,500               20,900
   Interest expense                                                    (4,700)              (4,000)
                                                              -----------------    -----------------

                                                                       26,800               16,900
                                                              -----------------    -----------------

NET INCOME                                                      $     342,100        $     270,800
                                                              -----------------    -----------------
                                                              -----------------    -----------------

Net income allocated to General Partners                        $       3,400        $       2,700
                                                              -----------------    -----------------
                                                              -----------------    -----------------

Net income allocated to Limited Partners                        $     338,700        $     268,100
                                                              -----------------    -----------------
                                                              -----------------    -----------------

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                                         $       11.31        $        8.96
                                                              -----------------    -----------------
                                                              -----------------    -----------------

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

           See accompanying notes to condensed financial statements.

                                      -3-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

                        ---------------------------------
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                          Unaudited
                                                            --------------------------------------
                                                                      Nine months ended
                                                                        September 30,
                                                            --------------------------------------
                                                                  1997                 1998
                                                            -----------------    -----------------
<S>                                                         <C>                  <C>
REVENUES                                                      $   2,240,200        $   2,364,500
                                                            -----------------    -----------------

OPERATING EXPENSES:
   Service costs                                                    606,900              682,100
   General and administrative expenses                              180,000              259,000
   General Partner management fees
      and reimbursed expenses                                       347,400              374,900
   Depreciation and amortization                                    227,300              340,300
                                                            -----------------    -----------------

                                                                  1,361,600            1,656,300
                                                            -----------------    -----------------

OPERATING INCOME                                                    878,600              708,200
                                                            -----------------    -----------------

OTHER INCOME (EXPENSE):
   Interest income                                                  105,800               61,500
   Interest expense                                                 (10,700)             (10,800)
   Other income                                                      13,200                    -
                                                            -----------------    -----------------

                                                                    108,300               50,700
                                                            -----------------    -----------------

NET INCOME                                                    $     986,900        $     758,900
                                                            -----------------    -----------------
                                                            -----------------    -----------------

Net income allocated to General Partners                      $       9,900        $       7,600
                                                            -----------------    -----------------
                                                            -----------------    -----------------

Net income allocated to Limited Partners                      $     977,000        $     751,300
                                                            -----------------    -----------------
                                                            -----------------    -----------------

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                                       $       32.64        $       25.10
                                                            -----------------    -----------------
                                                            -----------------    -----------------

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

          See accompanying notes to condensed financial statements.

                                      -4-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

                            STATEMENTS OF CASH FLOWS

                        ---------------------------------
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                                    Unaudited
                                                                      --------------------------------------
                                                                                Nine months ended
                                                                                  September 30,
                                                                      --------------------------------------
                                                                            1997                 1998
                                                                      -----------------    -----------------
<S>                                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                           $     986,900        $     758,900
   Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation and amortization                                          227,300              340,300
       Increase (decrease) from changes in:
         Accounts receivable, prepaid expenses and other assets              (276,400)             (19,200)
         Accounts payable and due to affiliates                               216,800             (207,100)
                                                                      -----------------    -----------------

             Net cash provided by operating activities                      1,154,600              872,900
                                                                      -----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                    (1,605,800)            (655,000)
   Increase in intangible assets                                              (10,500)             (10,500)
                                                                      -----------------    -----------------

             Net cash used in investing activities                         (1,616,300)            (665,500)
                                                                      -----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to partners                                                 (283,500)            (283,500)
                                                                      -----------------    -----------------

DECREASE IN CASH AND CASH EQUIVALENTS                                        (745,200)             (76,100)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                   2,849,600            1,778,300
                                                                      -----------------    -----------------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                                                     $   2,104,400        $   1,702,200
                                                                      -----------------    -----------------
                                                                      -----------------    -----------------
</TABLE>

            See accompanying notes to condensed financial statements.

                                      -5-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                        ---------------------------------
                        ---------------------------------

1.       INTERIM FINANCIAL STATEMENTS

         The accompanying condensed interim financial statements for the 
three and nine months ended September 30, 1998 and 1997 are unaudited. These 
condensed interim financial statements should be read in conjunction with the 
audited financial statements and notes thereto included in the Partnership's 
latest Annual Report on Form 10-K. In the opinion of management, such 
statements reflect all adjustments (consisting only of normal recurring 
adjustments) necessary for a fair presentation of the results of such 
periods. The results of operations for the three and nine months ended 
September 30, 1998 are not necessarily indicative of results for the entire 
year.

2.       TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

         The Partnership has a management and service agreement with a wholly 
owned subsidiary of the Corporate General Partner (the "Manager") for a 
monthly management fee of 5% of revenues, excluding revenues from the sale of 
cable television systems or franchises. Management fee expense approximated 
$39,600 and $118,200 for the three and nine months ended September 30, 1998.

         In addition to the monthly management fee described above, the 
Partnership reimburses the Manager for direct expenses incurred on behalf of 
the Partnership and for the Partnership's allocable share of operational 
costs associated with services provided by the Manager. All cable television 
properties managed by the Corporate General Partner and its subsidiary are 
charged a proportionate share of these expenses. The Corporate General 
Partner has contracted with Falcon Communications, L.P. ("FCLP"), successor 
to Falcon Holding Group, L.P. ("FHGLP"), an affiliated partnership, to 
provide corporate management services for the Partnership. Corporate office 
allocations and district office expenses are charged to the properties served 
based primarily on the respective percentage of basic subscribers or homes 
passed (dwelling units within a system) within the designated service areas. 
The total amount charged to the Partnership for these services approximated 
$89,500 and $256,700 for the three and nine months ended September 30, 1998. 
Management fees and reimbursed expenses due the Corporate General Partner are 
non-interest bearing.

         Certain programming services have been purchased through an 
affiliate of the Partnership. In turn, the affiliate charged the Partnership 
for these costs based on an estimate of what the Corporate General Partner 
could negotiate for such programming services for the 15 partnerships managed 
by the Corporate General Partner as a group. The Partnership recorded 
programming fee expense of $174,100 and $511,400 for the three and nine 
months ended September 30, 1998. Programming fees are included in service 
costs in the statements of operations. In the future, programming services 
will be purchased through another source, which may include FHGLP or an 
affiliate of FHGLP. Programming rates may vary significantly in the near term 
as a result of the change.

                                      -6-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                        ---------------------------------
                        ---------------------------------

3.       EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

         Earnings and losses per unit of limited partnership interest is 
based on the average number of units outstanding during the periods 
presented. For this purpose, earnings and losses have been allocated 99% to 
the Limited Partners and 1% to the General Partners. The General Partners do 
not own units of partnership interest in the Partnership, but rather hold a 
participation interest in the income, losses and distributions of the 
Partnership.





                                      -7-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

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

INTRODUCTION

         The Cable Television Consumer Protection and Competition Act of 1992 
(the "1992 Cable Act") required the Federal Communications Commission ("FCC") 
to, among other things, implement extensive regulation of the rates charged 
by cable television systems for basic and programming service tiers, 
installation, and customer premises equipment leasing. Compliance with those 
rate regulations has had a negative impact on the Partnership's revenues and 
cash flow. The Telecommunications Act of 1996 (the "1996 Telecom Act") 
substantially changed the competitive and regulatory environment for cable 
television and telecommunications service providers. Among other changes, the 
1996 Telecom Act provides that the regulation of cable programming service 
tier ("CPST") rates will be terminated on March 31, 1999. Because cable 
service rate increases have continued to outpace inflation under the FCC's 
existing regulations, it is possible that Congress and the FCC will consider 
additional methods of regulating cable service rate increases, including 
deferral or repeal of the March 31, 1999 termination of CPST rate regulation. 
There can be no assurance as to what, if any, further action may be taken by 
the FCC, Congress or any other regulatory authority or court, or the effect 
thereof on the Partnership's business. Accordingly, the Partnership's 
historical financial results as described below are not necessarily 
indicative of future performance.

         This Report includes certain forward looking statements regarding, 
among other things, future results of operations, regulatory requirements, 
competition, capital needs and general business conditions applicable to the 
Partnership. Such forward looking statements involve risks and uncertainties 
including, without limitation, the uncertainty of legislative and regulatory 
changes and the rapid developments in the competitive environment facing 
cable television operators such as the Partnership. In addition to the 
information provided herein, reference is made to the Partnership's Annual 
Report on Form 10-K for the year ended December 31, 1997 for additional 
information regarding such matters and the effect thereof on the 
Partnership's business.

RESULTS OF OPERATIONS

         The Partnership's revenues increased from $754,000 to $793,300, or 
by 5.2%, and from $2,240,200 to $2,364,500, or by 5.5%, for the three and 
nine months ended September 30, 1998, as compared to the corresponding 
periods in 1997. Of the $39,300 increase in revenues for the three months 
ended September 30, 1998, as compared to the corresponding period in 1997, 
$22,100 was due to increases in regulated service rates that were implemented 
by the Partnership in 1997, $11,900 was due to increases in other revenue 
producing items, including advertising sales revenue and charges for 
franchise fees that the Partnership is permitted to pass through to its 
customers, and $5,300 was due to increases in the number of subscriptions for 
basic service. Of the $124,300 increase in revenues for the nine months ended 
September 30, 1998, as compared to the corresponding period in 1997, $100,300 
was due to increases in regulated service rates that were implemented by the 
Partnership in 1997 and $25,400 was due to increases in other revenue 
producing items as described above. The increase was partially offset by a 
$1,400 decrease due to decreases in the number of subscriptions for pay, tier 
and equipment rental services. As of September 30, 1998, the Partnership had 
approximately 7,300 basic subscribers and 1,400 premium service units.

                                      -8-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

RESULTS OF OPERATIONS (CONTINUED)

         Service costs increased from $174,200 to $229,800, or by 31.9%, and 
from $606,900 to $682,100, or by 12.4%, for the three and nine months ended 
September 30, 1998, as compared to the corresponding periods in 1997. Service 
costs represent costs directly attributable to providing cable services to 
customers. The increase was primarily due to decreases in capitalization of 
labor and overhead costs resulting from reductions in rebuild construction 
activity in the Taylorville, Illinois franchise area during the 1998 periods 
as compared to the 1997 periods. Higher programming fees also contributed to 
the increase. Programming expense increased primarily due to increases in 
rates charged by program suppliers.

         General and administrative expenses increased from $61,000 to 
$71,900, or by 17.9%, and from $180,000 to $259,000, or by 43.9%, for the 
three and nine months ended September 30, 1998, as compared to the 
corresponding periods in 1997. The increases were due to increases in 
marketing and telephone expenses. The increase for the nine months' period 
was also due to higher audit fees.

         Management fees and reimbursed expenses increased from $116,900 to 
$129,100, or by 10.4%, and from $347,400 to $374,900, or by 7.9%, for the 
three and nine months ended September 30, 1998, as compared to the 
corresponding periods in 1997. Management fees increased in direct relation 
to increased revenues as described above. Reimbursable expenses increased 
primarily due to higher allocated personnel costs resulting from staff 
additions and wage increases.

         Depreciation and amortization expense increased from $86,600 to 
$108,600, or by 25.4%, and from $227,300 to $340,300, or by 49.7%, for the 
three and nine months ended September 30, 1998, as compared to the 
corresponding periods in 1997. The increases were the result of placing into 
service the Taylorville, Illinois system rebuild.

         Operating income decreased from $315,300 to $253,900, or by 19.5%, 
and from $878,600 to $708,200, or by 19.4%, for the three and nine months 
ended September 30, 1998, as compared to the equivalent periods in 1997, 
principally due to increased depreciation and amortization expense and 
programming fees and decreased capitalization of labor and overhead costs as 
described above.

         Interest income decreased from $31,500 to $20,900, or by 33.7%, and 
from $105,800 to $61,500, or by 41.9%, for the three and nine months ended 
September 30, 1998, as compared to the corresponding periods in 1997. The 
decreases were primarily due to lower average cash balances available for 
investment.

         Due to the factors described above, the Partnership's net income 
decreased from $342,100 to $270,800, or by 20.8%, and from $986,900 to 
$758,900, or by 23.1%, for the three and nine months ended September 30, 
1998, as compared to the corresponding periods in 1997.

         Based on its experience in the cable television industry, the 
Partnership believes that operating income before depreciation and 
amortization ("EBITDA") and related measures of cash flow serve as important 
financial analysis tools for measuring and comparing cable television 
companies in several areas, such as liquidity, operating performance and 
leverage. EBITDA is not a measurement determined under generally accepted 
accounting principles ("GAAP") and does not represent cash generated from 
operating activities in accordance with GAAP. EBITDA should not be considered 
by the reader as an alternative to net

                                      -9-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

RESULTS OF OPERATIONS (CONTINUED)

income as an indicator of financial performance or as an alternative to cash 
flows as a measure of liquidity. In addition, the definition of EBITDA may 
not be identical to similarly titled measures used by other companies. EBITDA 
as a percentage of revenues decreased from 53.3% to 45.7% and from 49.4% to 
44.3% during the three and nine months ended September 30, 1998 as compared 
to the corresponding periods in 1997. The decreases were primarily due to 
higher programming fees and decreased capitalization of labor and overhead 
costs as described above. EBITDA decreased from $401,900 to $362,500, or by 
9.8%, and from $1,105,900 to $1,048,500, or by 5.2%, during the three and 
nine months ended September 30, 1998, as compared to the corresponding 
periods in 1997.

LIQUIDITY AND CAPITAL RESOURCES

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

         At September 30, 1998, the Partnership had no debt outstanding. The 
Partnership relies upon cash flow from operations to meet operating 
requirements and fund necessary capital expenditures. Although the 
Partnership currently has a significant cash balance, there can be no 
assurance that the Partnership's cash flow will be adequate to meet its 
future liquidity requirements. The Partnership is required to rebuild its 
Taylorville, Illinois cable system at an estimated total cost of $2,500,000 
under a provision of its franchise agreement and is also rebuilding portions 
of its cable systems in surrounding communities at an estimated additional 
cost of approximately $1,800,000. Construction costs related to the entire 
rebuild approximated $2,784,300 as of December 31, 1997. The Partnership has 
budgeted expenditures of approximately $1,500,000 in 1998 to complete the 
rebuild. Rebuild construction costs approximated $528,200 during the first 
nine months of 1998. Other capital expenditures in the nine months ended 
September 30, 1998 included approximately $126,800 for the improvement and 
upgrade of other assets. The Partnership is required to upgrade its system in 
the community of Gillespie, Illinois under a provision of its franchise 
agreement. Expenditures for the upgrade, beginning in 1999, are projected to 
total approximately $725,000. The Partnership expects to complete the project 
by the required deadline of December 31, 1999. Additionally, the Partnership 
is planning to upgrade its cable system in Litchfield, Illinois beginning in 
1999 at an estimated cost of approximately $1,250,000. As a result of these 
planned capital expenditures, the Partnership intends, if possible, to 
maintain cash reserves. In the future, the Partnership may also need to 
borrow.

         On September 30, 1997, Enstar Finance Company, LLC ("EFC"), a 
subsidiary of the Corporate General Partner, obtained a secured bank facility 
of $35 million from two agent banks in order to obtain funds that would in 
turn be advanced to the Partnership and certain of the other partnerships 
managed by the Corporate General Partner. The Partnership's maximum loan 
commitment is approximately $799,600, which it will become eligible to borrow 
at such time as the Partnership enters into a loan agreement with EFC. The 
partnership agreement requires borrowings from an affiliate to be repaid 
within 12 months. Such funds would be used to provide capital to fund future 
rebuild and upgrade requirements.

                                      -10-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         Borrowings, if any, will bear interest at the lender's base rate 
(8.25% at September 30, 1998) plus 0.625%, or at an offshore rate plus 
1.875%. The Partnership will be permitted to prepay amounts outstanding under 
the facility at any time without penalty, and will be able to reborrow 
throughout the term of the facility up to the maximum commitment then 
available so long as no event of default exists.

         The facility will contain certain financial tests and other 
covenants including, among others, restrictions on incurrence of 
indebtedness, investments, sale of assets, acquisitions and other covenants, 
defaults and conditions. The facility will not restrict the payment of 
distributions to partners unless an event of default exists thereunder.

         The Partnership paid distributions totaling $94,500 and $283,500 
during the three and nine months ended September 30, 1998, and expects to 
continue to pay distributions at this level during the remainder of 1998. 
There can, however, be no assurances regarding the level, timing or 
continuation of future distributions.

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

         While the Partnership made the election to self-insure for these 
risks based upon a comparison of historical damage sustained over the 
previous five years with the cost and amount of insurance currently 
available, there can be no assurance that future self-insured losses will not 
exceed prior costs of maintaining insurance for these risks. All of the 
Partnership's subscribers are served by its system in Taylorville, Illinois 
and neighboring communities. Significant damage to the system due to seasonal 
weather conditions or other events could have a material adverse effect on 
the Partnership's liquidity and cash flows. The Partnership continues to 
purchase insurance coverage in amounts its management views as appropriate 
for all other property, liability, automobile, workers' compensation and 
other types of insurable risks.

         In October 1998, the Partnership reinstated third party insurance 
coverage against damage to its cable distribution plant and subscriber 
connections and against business interruptions resulting from such damage. 
Although this coverage is subject to a significant annual deductible, the 
policy is intended to insure the Partnership against catastrophic losses, if 
any, in future periods.

         During the third quarter, the Corporate General Partner continued 
its identification and evaluation of the Partnership's Year 2000 business 
risks and its exposure to computer systems, to operating equipment which is 
date sensitive and to the interface systems of its vendors and service 
providers. The evaluation has focused on identification and assessment of 
systems and equipment that may fail to distinguish between the year 1900 and 
the year 2000 and, as a result, may cease to operate or may operate 
improperly when dates after December 31, 1999 are introduced.

                                      -11-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

         Based on a study conducted in 1997, the Corporate General Partner 
concluded that certain of the Partnership's information systems were not Year 
2000 compliant and elected to replace such software and hardware with 
applications and equipment certified by the vendors as Year 2000 compliant. 
The Corporate General Partner expects to install substantially all of the new 
systems in the fourth quarter of 1998, with the remaining systems to be 
installed in the first half of 1999. The total anticipated cost, including 
replacement software and hardware, will be borne by FCLP. FCLP is utilizing 
internal and external resources to install the new systems. The Partnership 
does not believe that any other significant information technology ("IT") 
projects affecting the Partnership have been delayed due to efforts to 
identify and address Year 2000 issues.

         Additionally, the Partnership has inventoried its operating and 
revenue generating equipment to identify items that need to be upgraded or 
replaced and has surveyed cable equipment manufacturers to determine which of 
their models require upgrade or replacement to become Year 2000 compliant. 
Identification and evaluation are essentially completed and a plan is being 
developed to remediate non-compliant equipment prior to January 1, 2000. The 
Partnership expects to complete its planning process by the end of 1998. 
Upgrade or replacement, testing and implementation will be performed in 1999. 
The cost of such replacement or remediation, currently estimated at $60,000, 
is not expected to have a material effect on the Partnership's financial 
position or results of operations. The Partnership has not incurred any costs 
related to the Year 2000 project as of September 30, 1998. The Partnership 
plans to inventory, assess, replace and test equipment with embedded computer 
chips in a separate segment of its project, presently scheduled for 1999.

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

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

         The Partnership's most significant Year 2000 risk is an interruption 
of service to subscribers, resulting in a potentially material loss of 
revenues. Other risks include impairment of the Partnership's ability to bill 
and/or collect payment from its customers, which could negatively impact its 
liquidity and cash flows. Such risks exist primarily due to technological 
operations dependent upon third parties and to a much lesser extent to those 
under the control of the Partnership. Failure to achieve Year 2000 readiness 
in either area

                                      -12-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

could have a material adverse impact on the Partnership. The Partnership is 
unable to estimate the possible effect on its results of operations, 
liquidity and financial condition should its significant service suppliers 
fail to complete their readiness programs prior to the Year 2000. Depending 
on the supplier, equipment malfunction or type of service provided, as well 
as the location and duration of the problem, the effect could be material. 
For example, if a cable programming supplier encounters an interruption of 
its signal due to a Year 2000 satellite malfunction, the Partnership will be 
unable to provide the signal to its cable subscribers, which could result in 
a loss of revenues. Due to the number of individually owned and operated 
channels the Partnership carries for its subscribers, and the packaging of 
those channels, the Partnership is unable to estimate any reasonable dollar 
impact of such interruption.

         NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

         Cash provided by operating activities decreased by $281,700 for the 
nine months ended September 30, 1998 as compared with the corresponding 
period in 1997. The Partnership used $423,900 more cash to pay liabilities 
owed to the Corporate General Partner and third party creditors during the 
nine months ended September 30, 1998 than in the first nine months of 1997 
due to differences in the timing of payments. Receivables and prepaid 
expenses used $257,200 less cash in the nine months ended 1998 due to timing 
differences in receivable collections and in the payment of prepaid expenses.

         The Partnership used $950,800 less cash in investing activities in 
the nine months ended September 30, 1998 than in the corresponding nine 
months of 1997 due to a decrease in expenditures for tangible assets.

INFLATION

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

                                      -13-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

PART II.          OTHER INFORMATION

ITEMS 1-5.        Not applicable.

ITEM 6.           Exhibits and Reports on Form 8-K

                           (a)      None.

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




<PAGE>

                                SIGNATURES

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


                        ENSTAR INCOME PROGRAM II-1, L.P.

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


                                  By:    ENSTAR COMMUNICATIONS CORPORATION
                                         General Partner



Date:  November 13, 1998          By:       /s/ Michael K. Menerey
                                         -----------------------------
                                         Michael K. Menerey,
                                         Executive Vice President,
                                         Chief Financial Officer and
                                         Secretary