<PAGE>
                                       
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

(MARK ONE)

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

For the quarterly period ended    March 31, 1999
                              -----------------------

                                       OR

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

For the transition period from __________ to __________ 

                         Commission File Number 0-14508

                        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 Identification
  incorporation or organization)                             Number)

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

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


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



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

<PAGE>

                         PART I - FINANCIAL INFORMATION

                        ENSTAR INCOME PROGRAM II-1, L.P.

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

<TABLE>
<CAPTION>
                                                                      December 31,        March 31,
                                                                         1998*              1999
                                                                      ------------       -----------
                                                                                         (Unaudited)
<S>                                                                   <C>                <C>
ASSETS:
  Cash and cash equivalents                                           $ 1,990,700        $ 2,208,300

  Accounts receivable, less allowance of $5,100 and
     $6,400 for possible losses                                            59,800             28,000

  Prepaid expenses and other assets                                       328,100            438,100

  Property, plant and equipment, less accumulated
     depreciation and amortization of $2,924,000 and $3,042,100         4,110,300          3,999,400

  Franchise cost, net of accumulated
     amortization of $37,000 and $39,600                                   61,300             58,700

  Deferred charges, net                                                     5,500              4,000
                                                                      -----------        -----------

                                                                      $ 6,555,700        $ 6,736,500
                                                                      -----------        -----------
                                                                      -----------        -----------

                      LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
  Accounts payable                                                    $   283,300        $   231,200
  Due to affiliates                                                       269,900            393,500
                                                                      -----------        -----------

         TOTAL LIABILITIES                                                553,200            624,700
                                                                      -----------        -----------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
  General partners                                                        (13,900)           (12,800)
  Limited partners                                                      6,016,400          6,124,600
                                                                      -----------        -----------

         TOTAL PARTNERSHIP CAPITAL                                      6,002,500          6,111,800
                                                                      -----------        -----------

                                                                      $ 6,555,700        $ 6,736,500
                                                                      -----------        -----------
                                                                      -----------        -----------
</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
                                                       March 31,
                                               --------------------------
                                                  1998             1999
                                               ---------        ---------
<S>                                            <C>              <C>
REVENUES                                       $ 769,700        $ 776,600
                                               ---------        ---------

OPERATING EXPENSES:
  Service costs                                  229,600          262,600
  General and administrative expenses             90,800           89,300
  General Partner management fees
     and reimbursed expenses                     121,200          116,100
  Depreciation and amortization                  108,400          122,200
                                               ---------        ---------

                                                 550,000          590,200
                                               ---------        ---------

OPERATING INCOME                                 219,700          186,400
                                               ---------        ---------

OTHER INCOME (EXPENSE):
  Interest income                                 20,300           21,700
  Interest expense                                (3,300)          (4,300)
                                               ---------        ---------

                                                  17,000           17,400
                                               ---------        ---------

NET INCOME                                     $ 236,700        $ 203,800
                                               ---------        ---------
                                               ---------        ---------

Net income allocated to General Partners       $   2,400        $   2,000
                                               ---------        ---------
                                               ---------        ---------

Net income allocated to Limited Partners       $ 234,300        $ 201,800
                                               ---------        ---------
                                               ---------        ---------

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                        $    7.83        $    6.74
                                               ---------        ---------
                                               ---------        ---------

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.

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

<TABLE>
<CAPTION>
                                                                                Unaudited
                                                                     -------------------------------
                                                                           Three months ended
                                                                                March 31,
                                                                     -------------------------------
                                                                         1998               1999
                                                                     -----------        ------------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                         $   236,700        $   203,800
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                      108,400            122,200
      Increase (decrease) from changes in:
        Accounts receivable, prepaid expenses and other assets            17,000            (78,200)
        Accounts payable and due to affiliates                          (177,600)            71,500
                                                                     -----------        ------------

          Net cash provided by operating activities                      184,500            319,300
                                                                     -----------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                                  (218,600)            (7,200)
  Increase in intangible assets                                           (4,200)                 -
                                                                     -----------        ------------

          Net cash used in investing activities                         (222,800)            (7,200)
                                                                     -----------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions to partners                                              (94,500)           (94,500)
                                                                     -----------        ------------

INCREASE (DECREASE) IN CASH                                             (132,800)           217,600

CASH AT BEGINNING OF PERIOD                                            1,778,300          1,990,700
                                                                     -----------        ------------

CASH AT END OF PERIOD                                                $ 1,645,500        $ 2,208,300
                                                                     -----------        ------------
                                                                     -----------        ------------
</TABLE>

           See accompanying notes to condensed financial statements.

                                      -4-
<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 
months ended March 31, 1999 and 1998 are unaudited. These condensed interim 
financial statements should be read in conjunction with the audited financial 
statements and notes thereto included in the Partnership's latest Annual 
Report on Form 10-K. In the opinion of management, such statements reflect 
all adjustments (consisting only of normal recurring adjustments) necessary 
for a fair presentation of the results of such periods. The results of 
operations for the three months ended March 31, 1999 are not necessarily 
indicative of results for the entire year.

2.      TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

        The Partnership has a management and service agreement with a wholly 
owned subsidiary of the Corporate General Partner (the "Manager") for a 
monthly management fee of 5% of revenues, excluding revenues from the sale of 
cable television systems or franchises. Management fee expense approximated 
$38,800 for the three months ended March 31, 1999.

        In addition to the monthly management fee described above, the 
Partnership reimburses the Manager for direct expenses incurred on behalf of 
the Partnership and for the Partnership's allocable share of operational 
costs associated with services provided by the Manager. All cable television 
properties managed by the Corporate General Partner and its subsidiary are 
charged a proportionate share of these expenses. The Corporate General 
Partner has contracted with Falcon Communications, L.P. ("FCLP"), successor 
to Falcon Holding Group, L.P. ("FHGLP"), an affiliated partnership, to 
provide corporate management services for the Partnership. Corporate office 
allocations and district office expenses are charged to the properties served 
based primarily on the respective percentage of basic subscribers or homes 
passed (dwelling units within a system) within the designated service areas. 
The total amount charged to the Partnership for these services approximated 
$77,300 for the three months ended March 31, 1999. Management fees and 
reimbursed expenses due the Corporate General Partner are non-interest 
bearing.

        Substantially all programming services have been purchased through 
FCLP. FCLP, in the normal course of business, purchases cable programming 
services from certain program suppliers owned in whole or in part by 
affiliates of an entity that became a general partner of FCLP on September 
30, 1998. Such purchases of programming services are made on behalf of the 
Partnership and the other partnerships managed by the Corporate General 
Partner as well as for FCLP's own cable television operations. FCLP charges 
the Partnership for these services based on an estimate of what 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 $184,400 for the three months 
ended March 31, 1999. Programming fees are included in service costs in the 
statements of operations.

                                      -5-
<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.









                                      -6-
<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 ended the regulation of cable programming service tier rates 
on March 31, 1999. There can be no assurance as to what, if any, further 
action may be taken by the FCC, Congress or any other regulatory authority or 
court, or the effect thereof on the Partnership's business. Accordingly, the 
Partnership's historical financial results as described below are not 
necessarily indicative of future performance.

        This Report includes certain forward-looking statements regarding, 
among other things, future results of operations, regulatory requirements, 
competition, capital needs and general business conditions applicable to the 
Partnership. Such forward looking statements involve risks and uncertainties 
including, without limitation, the uncertainty of legislative and regulatory 
changes and the rapid developments in the competitive environment facing 
cable television operators such as the Partnership. In addition to the 
information provided herein, reference is made to the Partnership's Annual 
Report on Form 10-K for the year ended December 31, 1998 for additional 
information regarding such matters and the effect thereof on the 
Partnership's business.

RESULTS OF OPERATIONS

        The Partnership's revenues increased from $769,700 to $776,600, or by 
1.0%, for the three months ended March 31, 1999, as compared to the 
corresponding period in 1998. Of the $6,900 increase, $8,700 was due to other 
revenue producing items, including charges for franchise fees that the 
Partnership is permitted to pass through to its customers. The increase was 
partially offset by a $1,800 decrease due to decreases in the number of 
subscriptions for basic, tier and equipment rental services. As of March 31, 
1999, the Partnership had approximately 7,100 basic subscribers and 1,600 
premium service units.

        Service costs increased from $229,600 to $262,600, or by 14.4%, for 
the three months ended March 31, 1999, as compared to the corresponding 
period in 1998. Service costs represent costs directly attributable to 
providing cable services to customers. The increase was primarily due to 
increases in franchise and programming fees. Franchise fees increased due to 
a non-recurring adjustment in the first quarter of 1999 related to a payment 
that was greater than the estimates previously recorded. Programming expense 
increased primarily due to increases in rates charged by program suppliers.

        General and administrative expenses decreased from $90,800 to 
$89,300, or by 1.7%, for the three months ended March 31, 1999, as compared 
to the corresponding period in 1998. The decrease was primarily due to 
decreases in professional fees, including audit fees, and bad debt expense.

                                      -7-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

RESULTS OF OPERATIONS (CONTINUED)

        Management fees and reimbursed expenses decreased from $121,200 to 
$116,100, or by 4.2%, for the three months ended March 31, 1999, as compared 
to the corresponding period in 1998. Management fees increased in direct 
relation to increased revenues as described above. Reimbursed expenses 
decreased primarily due to lower allocated personnel costs resulting from 
staff reductions.

        Depreciation and amortization expense increased from $108,400 to 
$122,200, or by 12.7%, for the three months ended March 31, 1999, as compared 
to the corresponding period in 1998, primarily due to the rebuild of the 
Partnership's plant in Taylorville, Illinois. Depreciation expense increased 
as portions of the system rebuild were placed into service following the 
first three months of 1998.

        Operating income decreased from $219,700 to $186,400, or by 15.2%, 
for the three months ended March 31, 1999, as compared to the equivalent 
period in 1998, primarily due to increases in depreciation expense and 
franchise and programming fees as described above.

        Interest income, net of interest expense, increased from $17,000 to 
$17,400, or by 2.4%, for the three months ended March 31, 1999, as compared 
to the corresponding period in 1998. The increase was primarily due to higher 
average cash balances available for investment.

        Due to the factors described above, the Partnership's net income 
decreased from $236,700 to $203,800, or by 13.9%, for the three months ended 
March 31, 1999, as compared to the corresponding period in 1998.

        Based on its experience in the cable television industry, the 
Partnership believes that operating income before depreciation and 
amortization ("EBITDA") and related measures of cash flow serve as important 
financial analysis tools for measuring and comparing cable television 
companies in several areas, such as liquidity, operating performance and 
leverage. EBITDA is not a measurement determined under generally accepted 
accounting principles ("GAAP") and does not represent cash generated from 
operating activities in accordance with GAAP. EBITDA should not be considered 
by the reader as an alternative to net income as an indicator of financial 
performance or as an alternative to cash flows as a measure of liquidity. In 
addition, the definition of EBITDA may not be identical to similarly titled 
measures used by other companies. EBITDA as a percentage of revenues 
decreased from 42.6% to 39.7% during the three months ended March 31, 1999, 
as compared to the corresponding period in 1998. The decrease was primarily 
caused by higher franchise and programming fees as described above. EBITDA 
decreased from $328,100 to $308,600, or by 5.9%, as a result.

LIQUIDITY AND CAPITAL RESOURCES

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

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

                                      -8-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

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

        At December 31, 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 $2,640,700 
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 $691,900. Rebuild construction costs amounted to 
approximately $3,177,000 from inception to December 31, 1998. The Partnership 
has budgeted expenditures of approximately $300,000 in 1999 to complete the 
rebuild. The Partnership is required to upgrade its system in the community 
of Gillespie, Illinois under a provision of its franchise agreement. 
Expenditures for a digital upgrade, scheduled for 1999, are projected to 
total approximately $96,000. 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 at an 
estimated cost of approximately $1,100,000 provided a franchise renewal is 
obtained. Although the franchise agreement is still under negotiation, the 
Partnership anticipates that the agreement will require completion of the 
upgrade within 24 to 36 months. Other capital expenditures budgeted for 1999 
total approximately $327,000 for the improvement and upgrade of other assets. 
Capital expenditures approximated $7,200 in the first three months of 1999. 
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.

        Borrowings, if any, will bear interest at the lender's base rate 
(7.75% at March 31, 1999) 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.

                                      -9-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

        The Partnership paid distributions totaling $94,500 during the 
quarter ended March 31, 1999, and expects to continue to pay distributions at 
this level during 1999. There can, however, be no assurances regarding the 
level, timing or continuation of future distributions.

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

        In October 1998, FCLP reinstated third party insurance coverage for 
all of the cable television properties owned or managed by FCLP to cover 
damage to cable distribution plant and subscriber connections and against 
business interruptions resulting from such damage. This coverage is subject 
to a significant annual deductible which applies to all of the cable 
television properties owned or managed by FCLP.

        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.

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

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

        Additionally, FCLP has continued to inventory the Partnership's 
operating and revenue generating equipment to identify items that need to be 
upgraded or replaced and has surveyed cable equipment manufacturers to 
determine which of their models require upgrade or replacement to become Year 
2000 compliant. Identification and evaluation, while ongoing, are 
substantially completed and a plan has been developed to remediate 
non-compliant equipment prior to January 1, 2000. Upgrade or replacement, 
testing and implementation will be performed over the remaining months of 
1999. The cost of such replacement or remediation, currently estimated at 
$82,900, is not expected to have a material effect on the Partnership's 
financial position or results of operations. The

                                      -10-
<PAGE>

                        ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

Partnership had not incurred any costs related to the Year 2000 project as of 
March 31, 1999. FCLP plans to inventory, assess, replace and test equipment 
with embedded computer chips in a separate segment of its project, presently 
scheduled for the second half of 1999.

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

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

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

        THREE MONTHS ENDED MARCH 31, 1999 AND 1998

        Cash provided by operating activities increased by $134,800 for the 
three months ended March 31, 1999 as compared with the corresponding period 
in 1998. The Partnership used $249,100 less cash

                                      -11-
<PAGE>

                       ENSTAR INCOME PROGRAM II-1, L.P.

LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

to pay liabilities owed to the Corporate General Partner and third party 
creditors during the three months ended March 31, 1999 than in the first 
three months of 1998 due to differences in the timing of payments. 
Receivables and prepaid expenses used $95,200 more cash in the three months 
ended March 31, 1999 due to timing differences in receivable collections and 
in the payment of prepaid expenses.

        The Partnership used $215,600 less cash in investing activities in 
the three months ended March 31, 1999 than in the corresponding three months 
of 1998 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.








                                      -12-
<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:  May 14, 1999             By:   /s/ Michael K. Menerey
                                   -------------------------------
                                     Michael K. Menerey,
                                     Executive Vice President,
                                     Chief Financial Officer and
                                     Secretary