================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

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

                   For the Fiscal Year Ended December 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 0-13333

                    ENSTAR INCOME PROGRAM 1984-1,L.P.
                    -----------------------------------------
             (Exact name of Registrant as specified in its charter)

                 Georgia                                   58-1581136
----------------------------------------          -----------------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

    12444 Powerscourt Dr., Suite 100
           St. Louis, Missouri                               63131
----------------------------------------          -----------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:             (314) 965-0555
                                                                --------------
Securities registered pursuant to Section 12 (b) of the Act:          None
Securities registered pursuant to Section 12 (g) of the Act

                                                           Name of each exchange
                 Title of each Class                       on which registered
                 -------------------                       -------------------

         Units of Limited Partnership Interest                    None

         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
   ---  ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

         State the aggregate  market value of the voting equity  securities held
by non-affiliates of the registrant - 29,935 of the registrant's 29,940 units of
limited partnership interests, its only class of equity securities,  are held by
non-affiliates.  There is no public trading market for the units,  and transfers
of units are subject to certain  restrictions;  accordingly,  the  registrant is
unable  to  state  the  market  value  of  the  units  held  by  non-affiliates.
================================================================================

                   The Exhibit Index is located at Page E-1.

<PAGE>

                                     PART I

Item 1.           BUSINESS

Introduction
------------

                  Enstar  Income  Program   1984-1,   L.P.,  a  Georgia  limited
partnership,  is engaged in the  ownership  and  operation  of cable  television
systems in small to  medium-sized  communities.  The  partnership  was formed on
December  12,  1983.   The  general   partner  of  the   partnership  is  Enstar
Communications Corporation, a Georgia corporation. On November 12, 1999, Charter
Communications   Holdings   Company,   LLC,  an  entity  controlled  by  Charter
Communications,  Inc.,  acquired  both the  general  partner,  as well as Falcon
Communications,  L.P.,  the entity that  provided  management  and certain other
services  to the  partnership.  Charter is the  nation's  fourth  largest  cable
operator,  serving 6.2 million  customers  and files  periodic  reports with the
Securities and Exchange Commission.  Charter and its affiliates  (principally CC
VII Holdings, LLC, the  successor-by-merger to Falcon Communications,  L.P.) now
provide management and other services to the partnership. See Item 13., "Certain
Relationships and Related  Transactions."  See "Employees" below. In this annual
report, the terms "we" and "our" refer to the partnership.

                  In  accordance  with the  partnership  agreement,  the general
partner has implemented a plan for liquidating  the  partnership.  In connection
with that  strategy,  the general  partner has entered into an agreement  with a
cable broker to market the partnership's cable systems to third parties.  Should
the partnership  receive offers from third parties for such assets,  the general
partner  will  prepare a proxy for  submission  to the limited  partners for the
purpose of approving or disapproving  such sale. Should such a sale be approved,
the general  partner will proceed to liquidate  the  partnership  following  the
settlement of its final liabilities. We can give no assurance,  however, that we
will be able to generate a sale of the  partnership's  cable assets.  On May 27,
1999,  the general  partner  signed a  non-binding  letter of intent to sell the
partnership's cable system in Kershaw, South Carolina to Catawba Services,  Inc.
but the parties have yet to reach a definitive agreement regarding the sale.

                  A cable television system receives television,  radio and data
signals  at the  system's  "headend"  site by  means of  over-the-air  antennas,
microwave  relay systems and satellite  earth  stations.  These signals are then
modulated, amplified and distributed,  primarily through coaxial and fiber optic
distribution  systems,  to  customers  who pay a fee  for  this  service.  Cable
television systems may also originate their own television programming and other
information  services  for  distribution  through the system.  Cable  television
systems  generally  are  constructed  and  operated  pursuant  to  non-exclusive
franchises or similar licenses granted by local  governmental  authorities for a
specified term of years.

                  Our cable television  systems offer customers  various levels,
or "tiers", of cable services consisting of:

*    broadcast television signals of local network,  independent and educational
     stations
*    a limited  number of television  signals from  so-called  "super  stations"
     originating from distant cities, such as WGN
*    various satellite - delivered, non-broadcast channels, such as

     -   Cable News Network, or "CNN"
     -   MTV: Music Television, or "MTV"
     -   The USA Network
     -   ESPN
     -   Turner Network Television, or "TNT" and
     -   The Disney Channel

*    programming  originated  locally by the cable  television  system,  such as
     public, educational and government access programs, and
*    information  displays featuring news,  weather,  stock market and financial
     reports, and public service announcements.


                                       -2-

<PAGE>
                  For an extra monthly charge, our cable television systems also
offer "premium" television services to their customers.  These services, such as
Home Box Office,  or "HBO",  and Showtime are  satellite  channels  that consist
principally of feature films,  live sporting events,  concerts and other special
entertainment features,  usually presented without commercial interruption.  See
"Legislation and Regulation."

                  A customer generally pays an initial  installation  charge and
fixed monthly fees for basic,  expanded basic, other tiers of satellite services
and premium  programming  services.  Such monthly  service fees  constitute  the
primary  source of revenues  for our cable  television  systems.  In addition to
customer revenues, our cable television systems receive revenue from the sale of
available advertising spots on  advertiser-supported  programming and also offer
to our customers home shopping  services,  which pay the  partnership a share of
revenues  from sales of  products to our  customers,  in addition to paying us a
separate  fee in return for  carrying  their  shopping  service.  Certain  other
channels have also offered the cable systems managed by Charter, including those
of the partnership,  fees in return for carrying their service. Due to a general
lack of channel  capacity  available  for adding new  channels,  our  management
cannot predict the impact of such potential  payments on our business.  See Item
7., "Management's  Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

                  We began our cable television business operations in 1984 with
the acquisition of several cable television  systems and expanded our operations
in  1985  with  additional  system  acquisitions.  We  sold  some  of our  cable
television  systems  during 1986 and 1987.  As of December 31, 1999,  we offered
cable service in South  Carolina,  North Carolina and  Tennessee.  The two South
Carolina  systems are located in and around the cities of Kershaw,  in Lancaster
County,  and River  Hills,  in York County.  Our North  Carolina  system  serves
portions of Greene County,  including the municipalities of Grifton,  Snow Hill,
Hookerton and  Walstonburg.  The three  Tennessee  systems cover portions of the
municipalities of Covington,  Bolivar,  Brownsville and Burlison. As of December
31, 1999, we served approximately 10,800 basic subscribers in these areas. We do
not expect to make any additional  acquisitions during the remaining term of the
partnership.

                  Charter  receives  a  management  fee  and   reimbursement  of
expenses from the general partner for managing our cable television  operations.
See Item 11., "Executive Compensation."


                  The Chief  Executive  Officer of the general partner is Jerald
L. Kent.  The principal  executive  offices of the  partnership  and the general
partner  are  located at 12444  Powerscourt  Drive,  Suite 100,  St.  Louis,  MO
63131-0555  and  their  telephone  number  is  (314)  965-0555.  See  Item  10.,
"Directors and Executive Officers of the Registrant."

BUSINESS STRATEGY
-----------------

                  Historically,   the  partnership  has  followed  a  systematic
approach to acquiring,  operating and developing cable television  systems based
on the primary goal of  increasing  operating  cash flow while  maintaining  the
quality  of  services  offered by its cable  television  systems.  Our  business
strategy has focused on serving small to  medium-sized  communities.  We believe
that given a similar rate, technical, and channel capacity/utilization  profile,
our  cable  television   systems   generally  involve  less  risk  of  increased
competition than systems in large urban cities.  In our markets,  consumers have
access to only a limited number of over-the-air broadcast television signals. In
addition,   these  markets   typically  offer  fewer   competing   entertainment
alternatives than large cities. Nonetheless, we believe that all cable operators
will face  increased  competition  in the future from  alternative  providers of
multi-channel video programming services. See "Competition."

                  Adoption of rules implementing certain provisions of the Cable
Television  Consumer Protection and Competition Act of 1992 by the FCC has had a
negative  impact on our  revenues  and cash  flow.  These  rules are  subject to
further  amendment to give effect to the  Telecommunications  Act of 1996. Among
other  changes,  the  Telecommunications  Act of 1996 caused the  regulation  of
certain  cable  programming  service  tier rates to terminate 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 their effect on our
business. See "Legislation and Regulation" and Item 7., "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

                                      -3-
<PAGE>
                  Clustering

                  We have  sought to  acquire  cable  television  operations  in
communities that are proximate to other owned or affiliated  systems in order to
achieve  the  economies  of scale and  operating  efficiencies  associated  with
regional  "clusters." We believe  clustering can reduce  marketing and personnel
costs and can also reduce capital  expenditures in cases where cable service can
be delivered through a central headend reception facility.

                  Capital Expenditures

                  As noted in "Technological Developments," certain of our cable
television  systems have no  available  channel  capacity  with which to add new
channels or to provide pay-per-view offerings to customers.  As a result, in the
event we are not able to sell our cable  television  systems  to a third  party,
significant  amounts of capital for future upgrades will be required in order to
increase available channel capacity in those systems, improve quality of service
and facilitate the expansion of new services such as advertising,  pay-per-view,
new unregulated tiers of satellite-delivered services and home shopping, so that
our cable television systems remain competitive within the industry.

                  Our  management   has  selected  a  technical   standard  that
incorporates  the  use  of  fiber  optic  technology  where  applicable  in  its
engineering  design for the majority of our cable television systems that are to
be rebuilt. A system built with this type of architecture can provide for future
channels of analog service as well as new digital  services.  Such a system will
also permit the introduction of high speed data transmission/Internet access and
telephony   services  in  the  future  after   incurring   incremental   capital
expenditures  related  to  these  services.  We are also  evaluating  the use of
digital   compression   technology  in  our  cable   television   systems.   See
"Technological Developments" and "Digital Compression."

                  As  discussed  in prior  reports,  we  postponed  a number  of
rebuild   and  upgrade   projects   because  of  the   uncertainty   related  to
implementation  of the 1992  Cable Act and the  negative  impact  thereof on the
partnership's  business and access to capital. As a result, our cable television
systems are significantly less technically advanced than had been expected prior
to the  implementation  of  reregulation.  The  partnership  is  party to a loan
agreement  with an affiliate  which  provided for a revolving  loan  facility of
$7,481,700.  Upon the  acquisition of the general partner by Charter on November
12, 1999,  the facility was reduced to $4.8 million.  Prior to listing our cable
television  systems for sale, we had expected to use  borrowings  under the loan
facility to upgrade our cable television  systems.  Our upgrade program,  in the
event we are not able to sell our cable television  systems to a third party, is
presently  estimated to require aggregate capital  expenditures of approximately
$8,300,000 and covers 12 franchise areas.  These upgrades are currently required
in six  existing  franchise  agreements  covering  eight  franchise  areas.  The
upgrades required by the six existing franchise agreements are estimated to cost
approximately $4.4 million and must be completed by June 2000, December 2001 and
February 2002, and will most likely  negatively impact any offers we receive for
our cable  television  systems.  See  "Digital  Compression,"  "Legislation  and
Regulation"  and Item 7.,  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

                  Decentralized Management

                  The general partner manages the partnership's cable television
systems  on a  decentralized  basis.  The  general  partner  believes  that  its
decentralized  management  structure,  by enhancing  management  presence at the
system level, increases its sensitivity to the needs of its customers,  enhances
the  effectiveness  of its customer  service  efforts,  eliminates  the need for
maintaining a large centralized  corporate staff and facilitates the maintenance
of good relations with local governmental authorities.

                  Marketing

                  Our marketing strategy is to provide added value to increasing
levels of subscription  services  through  "packaging." In addition to the basic
service package,  customers in substantially all of our cable television systems
may purchase additional unregulated

                                       -4-
<PAGE>

packages of satellite-delivered services and premium services. We have employed
a variety of targeted marketing  techniques to attract new customers by focusing
on delivering  value,  choice,  convenience and quality.  We employ direct mail,
radio and local newspaper  advertising,  telemarketing and door-to-door  selling
utilizing  demographic  "cluster  codes" to target  specific  messages to target
audiences. In some cable television systems, we offer discounts to customers who
purchase  premium  services  on a limited  trial  basis in order to  encourage a
higher level of service  subscription.  We also have a coordinated  strategy for
retaining customers that includes televised  retention  advertising to reinforce
the initial  decision to subscribe  and encourage  customers to purchase  higher
service levels.

                  Customer Service and Community Relations

                  We place a strong  emphasis on customer  service and community
relations  and believe that success in these areas is critical to our  business.
We have  developed  and  implemented a wide range of monthly  internal  training
programs  for  employees,  including  our regional  managers,  that focus on our
operations and employee  interaction  with customers.  The  effectiveness of our
training  program as it relates to the employees'  interaction with customers is
monitored  on an  ongoing  basis.  We are also  committed  to  fostering  strong
community  relations  in the towns and cities we serve.  We  support  many local
charities and community causes in various ways,  including marketing  promotions
to raise money and  supplies  for persons in need,  and in-kind  donations  that
include production  services and free air-time on major cable networks.  We also
participate in the "Cable in the Classroom"  program,  whereby cable  television
companies   throughout  the  United  States  provide  schools  with  free  cable
television service. In addition, we install and provide free basic cable service
to public schools,  government buildings and non-profit hospitals in many of the
communities in which we operate.

DESCRIPTION OF THE PARTNERSHIP'S SYSTEMS
----------------------------------------

                  The table below sets forth operating  statistics for our cable
television systems as of December 31, 1999.
<TABLE>
<CAPTION>
                                                                       Premium                     Average Monthly
                             Homes        Basic          Basic         Service       Premium      Revenue Per Basic
System                     Passed(1)   Subscribers   Penetration(2)   Units(3)    Penetration(4)    Subscriber(5)
------                     ------      -----------   -----------      -----       -----------       ----------
<S>                      <C>           <C>            <C>            <C>           <C>               <C>
Snow Hill, NC              5,888        1,523           25.9%           526          34.5%           $38.92

Kershaw, SC                4,335        2,269           52.3%           919          40.5%           $37.42

Brownsville, TN           15,592        6,593           42.3%         2,763          41.9%           $41.18
                          ------        -----                         -----

Total                     25,815       10,385           40.2%         4,208          40.5%           $40.04
                          ======       ======                         =====
</TABLE>

         1 Homes passed  refers to our  estimates of the  approximate  number of
dwelling  units  in  a  particular  community  that  can  be  connected  to  the
distribution  system  without any further  extension of  principal  transmission
lines.  Such  estimates are based upon a variety of sources,  including  billing
records, house counts, city directories and other local sources.

         2 Basic subscribers as a percentage of homes passed by cable.

         3 Premium  service units include only single channel  services  offered
for a monthly fee per channel and do not include tiers of channels  offered as a
package for a single monthly fee.

         4 Premium  service units as a percentage of homes  subscribing to cable
service. A customer may purchase more than one premium service, each of which is
counted as a separate  premium service unit. This ratio may be greater than 100%
if the average customer subscribes for more than one premium service.

         5 Average monthly revenue per basic  subscriber has been computed based
on revenue for the year ended December 31, 1999.

                                      -5-
<PAGE>
Customer Rates and Services
---------------------------

                  Our cable  television  systems  offer  customers  packages  of
services  that  include  the local area  network,  independent  and  educational
television stations, a limited number of television signals from distant cities,
numerous  satellite-delivered,  non-broadcast  channels  such as CNN,  MTV, USA,
ESPN,  TNT and The Disney  Channel and  certain  information  and public  access
channels.  For  an  extra  monthly  charge,  we  also  provide  certain  premium
television  services,  such  as HBO and  Showtime.  We also  offer  other  cable
television  services to our customers.  For additional  charges,  in most of our
cable television systems, we also rent remote control devices and VCR compatible
devices,  which are devices that make it easier for a customer to tape a program
from one channel while watching a program on another.

                  Our service options vary from system to system, depending upon
a cable system's channel capacity and viewer interests.  Rates for services also
vary from market to market and according to the type of services selected.

                  Under the 1992 Cable Act,  most cable  television  systems are
subject  to  rate  regulation  of  the  basic  service  tier,  the  charges  for
installation  of cable  service,  and the  rental  rates for  customer  premises
equipment  such as  converter  boxes and  remote  control  devices.  These  rate
regulation  provisions affect all of our cable television  systems not deemed to
be subject to effective competition under the FCC's definition.  Currently, none
of our cable  television  systems  are  subject to  effective  competition.  See
"Legislation and Regulation."

                  At  December  31,  1999,  our  monthly  rates for basic  cable
service for residential  customers,  including certain discounted rates,  ranged
from $21.05 to $26.75 and our premium service rate was $11.95, excluding special
promotions offered  periodically in conjunction with our marketing  programs.  A
one-time  installation  fee,  which we may wholly or  partially  waive  during a
promotional  period,  is usually charged to new customers.  We charge commercial
customers, such as hotels, motels and hospitals, a negotiated, non-recurring fee
for  installation of service and monthly fees based upon a standard  discounting
procedure. We offer most multi-unit dwellings a negotiated bulk rate in exchange
for  single-point  billing and basic service to all units.  These rates are also
subject to regulation.

Employees
---------

                  The various  personnel  required to operate our  business  are
employed by the partnership, the general partner, its subsidiary corporation and
Charter.  As of February 19, 2000, we had nine  employees,  the cost of which is
charged  directly  to the  partnership.  The  employment  costs  incurred by the
general  partner,  its  subsidiary  corporation  and Charter are  allocated  and
charged  to the  partnership  for  reimbursement  pursuant  to  the  partnership
agreement and  management  agreement.  Other  personnel  required to operate our
business are employed by  affiliates  of the general  partner.  The cost of such
employment  is allocated  and charged to the  partnership.  The amounts of these
reimbursable costs are set forth below in Item 11., "Executive Compensation."

Technological Developments
--------------------------

                  As part of our  commitment  to  customer  service,  we seek to
apply  technological  advances  in the cable  television  industry  to our cable
television  systems on the basis of cost  effectiveness,  capital  availability,
enhancement  of  product   quality  and  service   delivery  and   industry-wide
acceptance.  Currently,  our cable  television  systems have an average  channel
capacity of 38, which was 96%  utilized at December  31,  1999.  We believe that
system  upgrades would enable us to provide  customers with greater  programming
diversity,  better  picture  quality  and  alternative  communications  delivery
systems made possible by the  introduction of fiber optic  technology and by the
application   of  digital   compression.   See  "Business   Strategy  -  Capital
Expenditures,"   "Legislation   and  Regulation"  and  Item  7.,   "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                  The use of fiber  optic  cable as an  alternative  to  coaxial
cable is playing a major role in expanding  channel  capacity and  improving the

                                       -6-
<PAGE>

performance  of cable  television  systems.  Fiber  optic  cable is  capable  of
carrying  hundreds  of video,  data and voice  channels  and,  accordingly,  its
utilization  is  essential to the  enhancement  of a cable  television  system's
technical capabilities.  Our current policy is to utilize fiber optic technology
where applicable in rebuild  projects which we undertake.  The benefits of fiber
optic technology over traditional coaxial cable distribution plant include lower
ongoing   maintenance   and  power  costs  and  improved   picture  quality  and
reliability.

Digital Compression
-------------------

                  We have been closely  monitoring  developments  in the area of
digital  compression,  a technology that enables cable operators to increase the
channel  capacity of cable  television  systems by  permitting  a  significantly
increased number of video signals to fit in a cable television system's existing
bandwidth. Depending on the technical characteristics of the existing system, we
believe that the utilization of digital  compression  technology will enable our
cable television systems to increase channel capacity in a manner that could, in
the short term, be more cost efficient  than  rebuilding  such cable  television
systems with higher capacity distribution plant. However, we believe that unless
the  cable  television   system  has  sufficient  unused  channel  capacity  and
bandwidth, the use of digital compression to increase channel offerings is not a
substitute for the rebuild of the cable  television  system,  which will improve
picture quality,  system reliability and quality of service.  The use of digital
compression  will expand the number and types of services these cable television
systems offer and enhance the development of current and future revenue sources.
This technology has been under frequent management review.

Programming
-----------

                  We purchase basic and premium programming for our systems from
Charter.  In turn, Charter charges the partnership for these costs at its costs,
which are  generally  based on a fixed fee per customer or a  percentage  of the
gross  receipts for the  particular  service.  Prior to the  acquisition  of the
general  partner,  Falcon  Communications  charged  the  partnership  for  these
services  based on an estimate of what the general  partner could  negotiate for
such programming services for the 15 partnerships managed by the general partner
as a group (approximately  81,100 basic subscribers at December 31, 1999). Other
channels  have also  offered  Charter  and the  partnership's  cable  television
systems  fees in return for  carrying  their  service.  Due to a lack of channel
capacity  available for adding new channels,  our management  cannot predict the
impact of such  potential  payments on our  business.  In addition,  the FCC may
require that such payments from  programmers be offset  against the  programming
fee increases  which can be passed through to  subscribers  under the FCC's rate
regulations. Charter's programming contracts are generally for a fixed period of
time and are subject to  negotiated  renewal.  Accordingly,  no assurance can be
given that its,  and  correspondingly  our  programming  costs will not increase
substantially in the near future,  or that other  materially  adverse terms will
not be added to Charter's programming contracts.  Management believes,  however,
that Charter's relations with its programming suppliers generally are good.

                  Our cable programming costs have increased in recent years and
are  expected  to  continue  to increase  due to  additional  programming  being
provided to basic customers, requirements to carry channels under retransmission
carriage agreements entered into with some programming sources,  increased costs
to  produce  or  purchase  cable   programming   generally   (including   sports
programming),  inflationary increases and other factors. The 1996 retransmission
carriage agreement  negotiations  resulted in the partnership  agreeing to carry
one new service in our Brownsville and Kershaw  systems,  for which we expect to
receive  reimbursement of some costs related to launching the service. All other
negotiations   were  completed  with  essentially  no  change  to  the  previous
agreements. Under the FCC's rate regulations, increases in programming costs for
regulated  cable services  occurring  after the earlier of March 1, 1994, or the
date a system's basic cable service became  regulated,  may be passed through to
customers.  Generally,  programming  costs are  charged  among  systems on a per
customer basis.

Franchises
----------

                  Cable  television   systems  are  generally   constructed  and
operated  under   non-exclusive   franchises   granted  by  local   governmental

                                       -7-
<PAGE>
authorities.  These franchises  typically contain many conditions,  such as time
limitations  on  commencement  and  completion  of  construction;  conditions of
service, including number of channels, types of programming and the provision of
free service to schools and other public  institutions;  and the  maintenance of
insurance and indemnity bonds. The provisions of local franchises are subject to
federal  regulation  under the Cable  Communications  Policy Act of 1984, or the
"1984 Cable Act", the 1992 Cable Act and the 1996 Telecommunications Act.
See "Legislation and Regulation."

                  As of  December  31,  1999,  we operated  cable  systems in 22
franchise areas. These franchises,  all of which are non-exclusive,  provide for
the payment of fees to the issuing  authority.  Annual franchise fees imposed on
our systems range up to 5% of the gross revenues generated by a system. The 1984
Cable Act prohibits  franchising  authorities  from imposing  franchise  fees in
excess of 5% of gross  revenues and also  permits the cable  system  operator to
seek  renegotiation  and modification of franchise  requirements if warranted by
changed circumstances.

                  The  following  table  groups  the  franchises  of  our  cable
television  systems by date of expiration  and presents the number of franchises
for each group of franchises and the approximate  number and percentage of basic
subscribers for each group as of December 31, 1999.

                                            Number of      Percentage of
          Year of          Number of          Basic            Basic
   Franchise Expiration    Franchises      Subscribers      Subscribers
   --------------------    ----------      -----------      -----------

   Prior to 2001               4              5,561             53.6%
   2001 - 2005                 8              1,697             16.3%
   2006 and after             10              3,127             30.1%
                              --              -----

   Total                      22             10,385              100%
                              ==             ======

                  As of December 31, 1999, the franchise agreements have expired
in four of our  franchise  areas  where we serve  5,561  basic  subscribers.  We
continue to serve these  customers  while we are in  negotiations  to extend the
franchise  agreements  and  continue  to pay  franchise  fees  to the  franchise
authorities.   We  operate  cable   television   systems  which  serve  multiple
communities.  As of December 31, 1999, all areas were served by  franchises.  In
certain instances,  where a single franchise comprises a large percentage of the
customers in an operating region,  the loss of such franchise could decrease the
economies  of scale  achieved by our  clustering  strategy.  We have never had a
franchise  revoked  for  any  of  our  systems  and  we  believe  that  we  have
satisfactory   relationships   with   substantially   all  of  our   franchising
authorities.

                  The city of Covington,  Tennessee  rejected the  partnership's
franchise  renewal proposal in June 1999. The franchise  agreement with the city
expired in 1994 and we have  continued to operate our cable system there and pay
franchise fees to the city. In March 2000, Charter submitted another proposal to
the city on behalf  of the  partnership.  The city is  currently  reviewing  the
proposed  terms  against  a  competing  proposal  to award  the  franchise  to a
municipal  utility.  There can be no  assurance  that the city will  accept  the
Charter  proposal.  Should the city  revoke  our right to operate  our system in
Covington,  an event of default may be  declared  under the  partnership's  loan
facility which would require the partnership to identify  alternative sources of
financing,  and the loss of subscribers would have a significant  adverse impact
on the partnership's financial condition and results of operations.

                  In January 2000, the franchise authority in Bolivar, Tennessee
authorized  its  municipal  utility to construct  and operate a competing  cable
system in that franchise area. Our franchise  agreement with the city expired in
1995.  As we have in  Covington,  the  partnership  has continued to operate its
cable  system in Bolivar  and pay  franchise  fees to the  franchise  authority.
Although the municipal  utility has not obtained  funds to build a cable system,
we believe that if a competing system were built, the loss of subscribers  would
have an adverse impact on the partnership's  financial  condition and results of
operations.  As in  Covington,  the loss of the  franchise  in Bolivar  could be
considered  an event of default under the  partnership's  loan  facility,  which
would require the partnership to identify  alternative sources of financing.  As
of December 31, 1999, there were 1,761 and 1,279 basic subscribers in the cities
of Covington and Bolivar, respectively.

                  The 1984  Cable  Act  provides,  among  other  things,  for an
orderly  franchise  renewal  process  in  which  franchise  renewal  will not be
unreasonably  withheld  or, if renewal is denied and the  franchising  authority
acquires  ownership of the system or effects a transfer of the system to another

                                       -8-
<PAGE>

person,  the operator  generally is entitled to the "fair market  value" for the
system  covered  by  such  franchise,  but no  value  may be  attributed  to the
franchise itself. In addition,  the 1984 Cable Act, as amended by the 1992 Cable
Act,  establishes   comprehensive  renewal  procedures  which  require  that  an
incumbent  franchisee's renewal application be assessed on its own merit and not
as part of a comparative process with competing  applications.  See "Legislation
and Regulation."

Competition
-----------

                  We face competition in the areas of price,  service offerings,
and service  reliability.  We compete with other providers of television signals
and  other  sources  of home  entertainment.  In  addition,  as we  expand  into
additional services such as Internet access, interactive services and telephony,
we will face competition from other providers of each type of service.

                  To date, we believe that we have not lost a significant number
of customers,  or a significant amount of revenue, to our competitors'  systems.
However, competition from other providers of the technologies we expect to offer
in the future may have a negative impact on our business in the future.

                  Through    mergers    such   as   the    recent    merger   of
Tele-Communications,  Inc. and AT&T,  customers will come to expect a variety of
services  from a single  provider.  While the  TCI/AT&T  merger has no direct or
immediate  impact  on  our  business,  it  encourages  providers  of  cable  and
telecommunications   services  to  expand  their  service  offerings.   It  also
encourages  consolidation in the cable industry as cable operators recognize the
competitive benefits of a large customer base and expanded financial resources.

                  Key competitors today include:

                  BROADCAST TELEVISION.  Cable television has long competed with
broadcast  television,  which consists of television  signals that the viewer is
able to receive  without charge using an "off-air"  antenna.  The extent of such
competition  is dependent  upon the quality and  quantity of  broadcast  signals
available through "off-air"  reception  compared to the services provided by the
local cable  system.  The recent  licensing of digital  spectrum by the FCC will
provide  incumbent   television  licenses  with  the  ability  to  deliver  high
definition television pictures and multiple  digital-quality program streams, as
well as advanced digital services such as subscription video.

                  DBS. Direct broadcast satellite,  known as DBS, has emerged as
significant  competition  to cable  systems.  The DBS industry has grown rapidly
over  the last  several  years,  far  exceeding  the  growth  rate of the  cable
television  industry,  and  now  serves  approximately  10  million  subscribers
nationwide. DBS service allows the subscriber to receive video services directly
via satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing  the typical  analog cable system.  DBS companies  historically  were
prohibited from retransmitting popular local broadcast programming, but a change
to  the  existing   copyright  laws  in  November  1999  eliminated  this  legal
impediment.  After an initial six-month grace period, DBS companies will need to
secure  retransmission  consent from the popular broadcast stations they wish to
carry,  and they  will  face  mandatory  carriage  obligations  of less  popular
broadcast stations as of January 2002. In response to the legislation,  DirecTV,
Inc. and EchoStar  Communications  Corporation  already have initiated  plans to
carry the major network  stations in the nation's top television  markets.  DBS,
however,  is  limited in the local  programming  it can  provide  because of the
current capacity limitations of satellite technology. It is, therefore, expected
that DBS companies  will offer local  broadcast  programming  only in the larger
U.S. markets for the foreseeable future. The same legislation  providing for DBS
carriage of local broadcast stations reduced the compulsory  copyright fees paid
by DBS companies and allows them to continue offering distant network signals to
rural customers.  America Online Inc., the nation's leading provider of Internet
services  has  recently  announced  a plan to  invest  $1.5  billion  in  Hughes
Electronics  Corp.,  DirecTV's  parent company,  and these  companies  intend to
jointly market  America  Online's  prospective  Internet  television  service to
DirecTV's DBS customers.

                  DSL. The  deployment of digital  subscriber  line  technology,
known as DSL, will allow Internet  access to  subscribers  at data  transmission
speeds greater than those of modems over conventional  telephone lines.  Several

                                      -9-
<PAGE>
telephone  companies and other companies are  introducing  DSL service.  The FCC
recently  released  an  order  in which it  mandated  that  incumbent  telephone
companies  grant  access to the high  frequency  portion  of the local loop over
which they provide  voice  services.  This will enable  competitive  carriers to
provide  DSL  services  over the same  telephone  lines  simultaneously  used by
incumbent telephone companies to provide basic telephone service.  However, in a
separate  order the FCC declined to mandate that incumbent  telephone  companies
unbundle their internal packet switching  functionality or related equipment for
the benefit of  competitive  carriers.  This  functionality  or equipment  could
otherwise  have been used by  competitive  carriers  directly  to provide DSL or
other high-speed broadband services.  We are unable to predict whether the FCC's
decisions  will  be  sustained  upon  administrative  or  judicial  appeal,  the
likelihood of success of the Internet  access offered by our  competitors or the
impact on our business and operations of these competitive ventures.

                  TRADITIONAL OVERBUILDS.  Cable television systems are operated
under non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area.  It is possible that a franchising
authority  might grant a second  franchise  to another  cable  operator and that
franchise  might contain terms and conditions more favorable than those afforded
us. In addition, entities willing to establish an open video system, under which
they offer unaffiliated  programmers  non-discriminatory  access to a portion of
the system's cable system may be able to avoid local  franchising  requirements.
Well  financed  businesses  from  outside  the  cable  industry,  such as public
utilities which already possess fiber optic and other  transmission lines in the
areas  they  serve may over  time  become  competitors.  There has been a recent
increase in the number of cities that have constructed  their own cable systems,
in a manner similar to city-provided utility services.  Constructing a competing
cable  system is a capital  intensive  process  which  involves a high degree of
risk. We believe that in order to be successful,  a competitor's overbuild would
need to be able to serve the homes and  businesses  in the  overbuilt  area on a
more  cost-effective  basis than us. Any such overbuild  operation would require
either  significant  access to capital or access to facilities  already in place
that are capable of delivering cable television programming.

                  TELEPHONE COMPANIES AND UTILITIES. The competitive environment
has  been  significantly   affected  by  both  technological   developments  and
regulatory  changes  enacted  in the 1996  Telecommunications  Act,  which  were
designed to enhance  competition  in the cable  television  and local  telephone
markets.  Federal  cross-ownership  restrictions  historically  limited entry by
local  telephone  companies  into  the  cable  television  business.   The  1996
Telecommunications  Act modified  this  cross-ownership  restriction,  making it
possible for local exchange carriers who have considerable  resources to provide
a wide variety of video  services  competitive  with  services  offered by cable
systems.

                  If we expand  our  offerings  to  include  Internet  and other
telecommunications  services,  we will be  subject  to  competition  from  other
telecommunications   providers.   The  telecommunications   industry  is  highly
competitive  and includes  competitors  with  greater  financial  and  personnel
resources, who have brand name recognition and long-standing  relationships with
regulatory  authorities.  Moreover,  mergers, joint ventures and alliances among
franchise,  wireless  or private  cable  television  operators,  local  exchange
carriers  and  others  may  result  in  providers   capable  of  offering  cable
television, Internet, and telecommunications services in direct competition with
us.

                  Several telephone companies have obtained or are seeking cable
television  franchises from local governmental  authorities and are constructing
cable  systems.  Cross-subsidization  by local  exchange  carriers  of video and
telephony  services poses a strategic  advantage over cable operators seeking to
compete with local  exchange  carriers that provide video  services.  Some local
exchange carriers may choose to make broadband services available under the open
video  regulatory  framework of the FCC. In addition,  local  exchange  carriers
provide  facilities  for the  transmission  and  distribution  of voice and data
services,  including  Internet  services,  in  competition  with our existing or
potential  interactive  services  ventures and  businesses,  including  Internet
service,  as well as data and other  non-video  services.  We cannot predict the
likelihood of success of the broadband  services  offered by our  competitors or
the impact on us of such competitive ventures.  The entry of telephone companies
as direct  competitors in the video  marketplace,  however,  is likely to become
more widespread and could adversely  affect the  profitability  and valuation of
the systems.

                                      -10-

<PAGE>


                  Additionally,  we are subject to  competition  from  utilities
which possess fiber optic  transmission  lines capable of  transmitting  signals
with minimal signal distortion.

                  SMATV.  Additional  competition  is posed by satellite  master
antenna  television  systems known as "SMATV systems" serving multiple  dwelling
units,  referred  to in the cable  industry as  "MDU's",  such as  condominiums,
apartment complexes,  and private residential  communities.  These private cable
systems may enter into exclusive  agreements with such MDUs,  which may preclude
operators of franchise systems from serving residents of such private complexes.
Such private cable systems can offer both improved reception of local television
stations and many of the same  satellite-delivered  program  services  which are
offered  by cable  systems.  SMATV  systems  currently  benefit  from  operating
advantages not available to franchised cable systems, including fewer regulatory
burdens and no  requirement  to service low  density or  economically  depressed
communities.  Exemption from  regulation may provide a competitive  advantage to
certain of our current and potential competitors.

                  WIRELESS  DISTRIBUTION.  Cable television systems also compete
with wireless program  distribution  services such as  multi-channel  multipoint
distribution  systems or "wireless  cable",  known as MMDS.  MMDS uses low-power
microwave frequencies to transmit television programming  over-the-air to paying
customers.   Wireless  distribution  services  generally  provide  many  of  the
programming   services  provided  by  cable  systems,  and  digital  compression
technology  is likely to increase  significantly  the channel  capacity of their
systems.  Both analog and digital MMDS services  require  unobstructed  "line of
sight" transmission paths.

                                      -11-

<PAGE>

                            LEGISLATION AND REGULATION


                  The   following   summary   addresses   the   key   regulatory
developments and legislation affecting the cable television industry.

                  The  operation of a cable system is  extensively  regulated by
the  FCC,  some  state  governments  and  most  local   governments.   The  1996
Telecommunications  Act has  altered  the  regulatory  structure  governing  the
nation's  communications  providers.  It removes barriers to competition in both
the cable television market and the local telephone market.  Among other things,
it also reduces the scope of cable rate  regulation  and  encourages  additional
competition  in the video  programming  industry  by  allowing  local  telephone
companies to provide video programming in their own telephone service areas.

                  The 1996  Telecommunications Act requires the FCC to undertake
a host  of  implementing  rulemakings.  Moreover,  Congress  and  the  FCC  have
frequently  revisited the subject of cable  regulation.  Future  legislative and
regulatory  changes could adversely  affect our operations,  and there have been
calls in Congress and at the FCC to maintain or even tighten cable regulation in
the absence of widespread effective competition.

                  CABLE RATE REGULATION. The 1992 Cable Act imposed an extensive
rate  regulation  regime on the cable  television  industry,  which  limited the
ability of cable companies to increase  subscriber fees. Under that regime,  all
cable  systems  are  subject to rate  regulation,  unless  they face  "effective
competition" in their local franchise area.  Federal law now defines  "effective
competition"  on  a  community-specific   basis  as  requiring  satisfaction  of
conditions rarely satisfied in the current marketplace.

                  Although the FCC has  established  the  underlying  regulatory
scheme,  local  government  units,  commonly  referred  to as local  franchising
authorities,  are primarily  responsible for administering the regulation of the
lowest level of cable--the  basic service tier,  which typically  contains local
broadcast  stations and public,  educational,  and government  access  channels.
Before a local  franchising  authority begins basic service rate regulation,  it
must certify to the FCC that it will follow applicable federal rules. Many local
franchising authorities have voluntarily declined to exercise their authority to
regulate basic service rates.  Local  franchising  authorities also have primary
responsibility  for regulating cable equipment rates. Under federal law, charges
for various types of cable  equipment must be unbundled from each other and from
monthly charges for programming services.

                  As  of  December  31,  1999, approximately  35% of  our  local
franchising  authorities  were certified to regulate basic tier rates.  The 1992
Cable Act permits communities to certify and regulate rates at any time, so that
it is possible that  additional  localities  served by the systems may choose to
certify and regulate rates in the future.

                  The FCC  historically  administered  rate  regulation of cable
programming  service tiers, which is the expanded basic programming package that
offers  services  other  than basic  programming  and which  typically  contains
satellite-delivered  programming.  As of  December  31,  1999,  we had no  cable
programming  service  tier rate  complaints  pending at the FCC.  Under the 1996
Telecommunications   Act,  however,   the  FCC's  authority  to  regulate  cable
programming  service tier rates  terminated on March 31, 1999. The FCC has taken
the position that it will still  adjudicate  pending cable  programming  service
tier complaints but will strictly limit its review,  and possible refund orders,
to the time period  predating the  termination  date.  The  elimination of cable
programming   service  tier  regulation  on  a  prospective   basis  affords  us
substantially greater pricing flexibility.

                  Under the rate regulations of the FCC, most cable systems were
required to reduce their basic service tier and cable  programming  service tier
rates in 1993 and 1994,  and have since had their rate  increases  governed by a
complicated  price cap scheme that  allows for the  recovery  of  inflation  and
certain  increased  costs,  as well as providing  some  incentive  for expanding
channel carriage.  The FCC has modified its rate adjustment regulations to allow
for annual rate  increases and to minimize  previous  problems  associated  with
regulatory lag.  Operators also have the opportunity to bypass this  "benchmark"
regulatory scheme in favor of traditional  "cost-of-service" regulation in cases
where the latter methodology appears favorable.  Cost of service regulation is a

                                      -12-

<PAGE>

traditional form of rate regulation, under which a utility is allowed to recover
its costs of providing the regulated service,  plus a reasonable profit. The FCC
and  Congress  have  provided  various  forms of rate relief for  smaller  cable
systems  owned  by  smaller  operators.  Premium  cable  services  offered  on a
per-channel  or per  program  basis  remain  unregulated.  However,  federal law
requires  that the basic  service tier be offered to all cable  subscribers  and
limits the ability of  operators  to require  purchase of any cable  programming
service  tier if a customer  seeks to  purchase  premium  services  offered on a
per-channel  or  per-program  basis,  subject to a  technology  exception  which
terminates in 2002.

                  As noted above,  FCC regulation of cable  programming  service
tier  rates  for all  systems,  regardless  of size,  terminated  under the 1996
Telecommunications  Act on March 31, 1999. As a result,  the  regulatory  regime
just  discussed is now  essentially  applicable  only to basic services tier and
cable equipment. Some legislators, however, have called for new rate regulations
if unregulated rates increase dramatically. The 1996 Telecommunications Act also
relaxes  existing  "uniform rate"  requirements  by specifying that uniform rate
requirements do not apply where the operator faces "effective  competition," and
by exempting  bulk discounts to multiple  dwelling  units,  although  complaints
about predatory pricing still may be made to the FCC.

                  CABLE    ENTRY    INTO     TELECOMMUNICATIONS.     The    1996
Telecommunications  Act creates a more favorable  environment  for us to provide
telecommunications  services beyond traditional video delivery. It provides that
no state  or local  laws or  regulations  may  prohibit  or have the  effect  of
prohibiting   any  entity  from   providing   any   interstate   or   intrastate
telecommunications  service.  A cable  operator  is  authorized  under  the 1996
Telecommunications Act to provide telecommunications  services without obtaining
a  separate  local  franchise.   States  are  authorized,   however,  to  impose
"competitively  neutral" requirements regarding universal service, public safety
and  welfare,  service  quality,  and  consumer  protection.   State  and  local
governments also retain their authority to manage the public  rights-of-way  and
may require reasonable, competitively neutral compensation for management of the
public  rights-of-way when cable operators provide  telecommunications  service.
The favorable pole  attachment  rates afforded cable operators under federal law
can be gradually  increased by utility companies owning the poles,  beginning in
2001,  if the operator  provides  telecommunications  service,  as well as cable
service,  over its plant.  The FCC recently  clarified  that a cable  operator's
favorable pole rates are not endangered by the provision of Internet access.

                  Cable  entry into  telecommunications  will be affected by the
regulatory  landscape now being developed by the FCC and state  regulators.  One
critical component of the 1996 Telecommunications Act to facilitate the entry of
new   telecommunications   providers,   including   cable   operators,   is  the
interconnection  obligation imposed on all telecommunications  carriers. In July
1997, the Eighth  Circuit Court of Appeals  vacated  certain  aspects of the FCC
initial interconnection order but most of that decision was reversed by the U.S.
Supreme Court in January 1999. The Supreme Court effectively  upheld most of the
FCC  interconnection  regulations.  Although these regulations should enable new
telecommunications  entrants to reach  viable  interconnection  agreements  with
incumbent carriers,  many issues,  including which specific network elements the
FCC can mandate that incumbent  carriers make available to  competitors,  remain
subject to  administrative  and judicial  appeal.  If the FCC's current  list of
unbundled  network elements is upheld on appeal,  it would make it easier for us
to provide telecommunications service.

                  INTERNET SERVICE.  Although there is at present no significant
federal  regulation of cable system delivery of Internet  services,  and the FCC
recently  issued  several  reports  finding  no  immediate  need to impose  such
regulation,  this situation may change as cable systems  expand their  broadband
delivery of Internet  services.  In particular,  proposals have been advanced at
the FCC and Congress  that would require  cable  operators to provide  access to
unaffiliated  Internet service providers and online service  providers.  Certain
Internet  service  providers also are attempting to use existing modes of access
that are commercially leased to gain access to cable system delivery. A petition
on this issue is now pending  before the FCC.  Finally,  some local  franchising
authorities  are  considering  the  imposition  of  mandatory   Internet  access
requirements  as part of  cable  franchise  renewals  or  transfers.  A  federal
district court in Portland,  Oregon  recently  upheld the legal ability of local
franchising authorities to impose such conditions,  but an appeal was filed with
the Ninth Circuit Court of Appeals,  oral argument has been held and the parties
are  awaiting a decision.  Other local  authorities  have  imposed or may impose
mandatory  Internet access  requirements on cable operators.  These developments

                                      -13-

<PAGE>

could,  if they become  widespread,  burden the  capacity  of cable  systems and
complicate our own plans for providing Internet service.

                  TELEPHONE  COMPANY  ENTRY  INTO  CABLE  TELEVISION.  The  1996
Telecommunications Act allows telephone companies to compete directly with cable
operators by repealing the historic telephone company/cable cross-ownership ban.
Local exchange  carriers,  including the regional telephone  companies,  can now
compete with cable  operators  both inside and outside their  telephone  service
areas with certain  regulatory  safeguards.  Because of their  resources,  local
exchange   carriers  could  be  formidable   competitors  to  traditional  cable
operators.   Various  local  exchange   carriers  already  are  providing  video
programming  services within their telephone  service areas through a variety of
distribution methods, including both the deployment of broadband wire facilities
and the use of wireless transmission.

                  Under the 1996 Telecommunications Act, local exchange carriers
or any other cable competitor providing video programming to subscribers through
broadband wire should be regulated as a traditional  cable operator,  subject to
local franchising and federal regulatory requirements, unless the local exchange
carrier or other cable  competitor  elects to deploy its  broadband  plant as an
open video  system.  To qualify for  favorable  open video  system  status,  the
competitor  must  reserve  two-thirds  of the  system's  activated  channels for
unaffiliated  entities.  The Fifth Circuit Court of Appeals  reversed certain of
the  FCC's  open  video  system  rules,   including  its   preemption  of  local
franchising.  The FCC recently  revised the  applicable  rules to eliminate this
general preemption,  thereby leaving  franchising  discretion to state and local
authorities.  It is unclear  what effect  this ruling will have on the  entities
pursuing open video system operation.

                  Although local exchange  carriers and cable  operators can now
expand  their  offerings  across  traditional  service  boundaries,  the general
prohibition  remains  on local  exchange  carrier  buyouts of  co-located  cable
systems.  Co-located  cable  systems are cable  systems  serving an  overlapping
territory.  Cable operator buyouts of co-located local exchange carrier systems,
and joint ventures  between cable  operators and local exchange  carriers in the
same market are also prohibited.  The 1996 Telecommunications Act provides a few
limited   exceptions   to  this  buyout   prohibition,   including  a  carefully
circumscribed "rural exemption." The 1996  Telecommunications  Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition.

                  ELECTRIC    UTILITY   ENTRY   INTO    TELECOMMUNICATIONS/CABLE
TELEVISION.  The 1996  Telecommunications  Act provides that registered  utility
holding  companies and  subsidiaries  may provide  telecommunications  services,
including cable television,  despite  restrictions in the Public Utility Holding
Company Act. Electric utilities must establish separate  subsidiaries,  known as
"exempt  telecommunications  companies"  and must apply to the FCC for operating
authority.  Like  telephone  companies,   electric  utilities  have  substantial
resources at their disposal,  and could be formidable competitors to traditional
cable systems.  Several such utilities have been granted broad  authority by the
FCC to  engage  in  activities  which  could  include  the  provision  of  video
programming.

                  ADDITIONAL OWNERSHIP RESTRICTIONS. The 1996 Telecommunications
Act  eliminates  statutory  restrictions  on  broadcast/cable   cross-ownership,
including broadcast network/cable restrictions, but leaves in place existing FCC
regulations  prohibiting local  cross-ownership  between  co-located  television
stations and cable systems.

                  Under the 1992 Cable Act, the FCC adopted  rules  precluding a
cable system from devoting more than 40% of its  activated  channel  capacity to
the carriage of affiliated national video program services.  Also under the 1992
Cable Act,  the FCC has adopted  rules that  preclude  any cable  operator  from
serving  more  than 30% of all U.S.  domestic  multichannel  video  subscribers,
including  cable and  direct  broadcast  satellite  subscribers.  However,  this
provision has been stayed pending further judicial review.

                  MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains
broadcast  signal  carriage  requirements.  Broadcast  signal  carriage  is  the
transmission  of  broadcast  television  signals  over a cable  system  to cable
customers.  These  requirements,  among other  things,  allow  local  commercial
television  broadcast  stations to elect once every three  years  between  "must
carry"  status  or  "retransmission   consent"  status.  Less  popular  stations

                                      -14-

<PAGE>

typically elect must carry,  which is the broadcast signal carriage  requirement
that allows local commercial  television  broadcast  stations to require a cable
system to carry the station.  More popular  stations,  such as those  affiliated
with a national  network,  typically elect  retransmission  consent which is the
broadcast signal carriage  requirement  that allows local commercial  television
broadcast  stations to negotiate  for payments  for granting  permission  to the
cable operator to carry the stations.  Must carry requests can dilute the appeal
of a cable system's  programming  offerings  because a cable system with limited
channel capacity may be required to forego carriage of popular channels in favor
of less popular broadcast stations electing must carry.  Retransmission  consent
demands may require substantial payments or other concessions. Either option has
a potentially  adverse effect on our business.  The burden  associated with must
carry may increase substantially if broadcasters proceed with planned conversion
to digital transmission and the FCC determines that cable systems must carry all
analog and  digital  broadcasts  in their  entirety.  This burden  would  reduce
capacity  available  for more  popular  video  programming  and new internet and
telecommunication  offerings.  A rulemaking  is now pending at the FCC regarding
the imposition of dual digital and analog must carry.

                  ACCESS  CHANNELS.  Local  franchising  authorities can include
franchise provisions requiring cable operators to set aside certain channels for
public,  educational  and  governmental  access  programming.  Federal  law also
requires cable systems to designate a portion of their channel  capacity,  up to
15% in some cases, for commercial  leased access by unaffiliated  third parties.
The FCC has adopted rules  regulating the terms,  conditions and maximum rates a
cable  operator  may charge for  commercial  leased  access use. We believe that
requests for commercial leased access carriages have been relatively  limited. A
new request has been forwarded to the FCC, however, requesting that unaffiliated
Internet  service  providers be found  eligible for  commercial  leased  access.
Although we do not believe such use is in accord with the governing  statute,  a
contrary ruling could lead to substantial  leased  activity by Internet  service
providers and disrupt our own plans for Internet service.

                  ACCESS TO PROGRAMMING.  To spur the development of independent
cable  programmers and competition to incumbent cable operators,  the 1992 Cable
Act imposed  restrictions  on the dealings  between  cable  operators  and cable
programmers.  Of special  significance from a competitive  business posture, the
1992 Cable Act precludes video programmers  affiliated with cable companies from
favoring  their  cable   operators  over  new   competitors  and  requires  such
programmers to sell their programming to other multichannel video  distributors.
This provision limits the ability of vertically  integrated cable programmers to
offer exclusive programming arrangements to cable companies. There also has been
interest  expressed  in further  restricting  the  marketing  practices of cable
programmers,  including subjecting programmers who are not affiliated with cable
operators to all of the existing  program  access  requirements,  and subjecting
terrestrially   delivered   programming  to  the  program  access  requirements.
Terrestrially  delivered  programming  is  programming  delivered  other than by
satellite.  These  changes  should not have a  dramatic  impact on us, but would
limit potential competitive advantages we now enjoy.

                  INSIDE WIRING;  SUBSCRIBER ACCESS. In an order issued in 1997,
the FCC  established  rules  that  require  an  incumbent  cable  operator  upon
expiration of a multiple  dwelling unit service  contract to sell,  abandon,  or
remove "home run" wiring that was installed by the cable  operator in a multiple
dwelling  unit  building.  These  inside  wiring  rules are  expected  to assist
building  owners in their attempts to replace  existing cable operators with new
programming  providers  who are willing to pay the building  owner a higher fee,
where  such a fee is  permissible.  The FCC has  also  proposed  abrogating  all
exclusive multiple dwelling unit service agreements held by incumbent operators,
but allowing such  contracts when held by new entrants.  In another  proceeding,
the FCC has  preempted  restrictions  on the  deployment  of private  antenna on
rental  property  within the  exclusive  use of a tenant,  such as balconies and
patios.  This FCC ruling  may limit the  extent to which we along with  multiple
dwelling  unit owners may enforce  certain  aspects of  multiple  dwelling  unit
agreements which otherwise prohibit, for example, placement of digital broadcast
satellite  receiver antennae in multiple dwelling unit areas under the exclusive
occupancy of a renter. These developments may make it even more difficult for us
to provide service in multiple dwelling unit complexes.

                                      -15-

<PAGE>
                  OTHER   REGULATIONS  OF  THE  FCC.  In  addition  to  the  FCC
regulations  noted above,  there are other  regulations of the FCC covering such
areas as:

*      equal employment opportunity,

*      subscriber privacy,

*      programming practices, including, among other things,

         (1) syndicated program exclusivity,  which is a FCC rule which requires
             a cable  system  to  delete  particular  programming  offered  by a
             distant broadcast signal carried on the system which duplicates the
             programming  for  which  a  local  broadcast  station  has  secured
             exclusive distribution rights,

         (2) network program nonduplication,

         (3) local sports blackouts,

         (4) indecent programming,

         (5) lottery programming,

         (6) political programming,

         (7) sponsorship identification,

         (8) children's programming advertisements, and

         (9) closed captioning,

*      registration of cable systems and facilities licensing,

*      maintenance of various records and public inspection files,

*      aeronautical frequency usage,

*      lockbox availability,

*      antenna structure notification,

*      tower marking and lighting,

*      consumer protection and customer service standards,

*      technical standards,

*      consumer electronics equipment compatibility, and

*      emergency alert systems.

                  The FCC recently ruled that cable customers must be allowed to
purchase  cable  converters  from third  parties and  established  a  multi-year
phase-in during which security  functions,  which would remain in the operator's
exclusive  control,  would be unbundled from basic  converter  functions,  which
could then be satisfied by third party vendors.

                  The FCC has the authority to enforce its  regulations  through
the  imposition of  substantial  fines,  the issuance of cease and desist orders
and/or the imposition of other administrative  sanctions, such as the revocation
of FCC  licenses  needed to  operate  certain  transmission  facilities  used in
connection with cable operations.

                                      -16-

<PAGE>

                  COPYRIGHT.  Cable  television  systems  are subject to federal
copyright licensing covering carriage of television and radio broadcast signals.
In exchange for filing  certain  reports and  contributing a percentage of their
revenues to a federal  copyright royalty pool, that varies depending on the size
of the system, the number of distant broadcast  television signals carried,  and
the location of the cable system,  cable operators can obtain blanket permission
to retransmit  copyrighted  material included in broadcast signals. The possible
modification or elimination of this compulsory  copyright license is the subject
of  continuing  legislative  review and could  adversely  affect our  ability to
obtain  desired  broadcast  programming.  We cannot  predict the outcome of this
legislative activity. Copyright clearances for nonbroadcast programming services
are arranged through private negotiations.

                  Cable operators distribute locally originated  programming and
advertising  that  use  music  controlled  by  the  two  principal  major  music
performing rights organizations,  the American Society of Composers, Authors and
Publishers and Broadcast Music, Inc. The cable industry has had a long series of
negotiations and  adjudications  with both  organizations.  A prior  voluntarily
negotiated  agreement  with Broadcast  Music has now expired,  and is subject to
further  proceedings.  The governing  rate court  recently set  retroactive  and
prospective  cable industry rates for American  Society of Composers music based
on the previously  negotiated  Broadcast Music rate.  Although we cannot predict
the ultimate outcome of these industry  proceedings or the amount of any license
fees we may be required to pay for past and future use of association-controlled
music,  we do not believe such license fees will be  significant to our business
and operations.

                  STATE AND LOCAL REGULATION. Cable television systems generally
are operated  pursuant to nonexclusive  franchises  granted by a municipality or
other state or local government  entity in order to cross public  rights-of-way.
Federal law now prohibits local franchising  authorities from granting exclusive
franchises or from unreasonably refusing to award additional  franchises.  Cable
franchises  generally  are  granted  for fixed  terms and in many cases  include
monetary  penalties for  non-compliance  and may be terminable if the franchisee
failed to comply with material provisions.

                  The  specific   terms  and   conditions  of  franchises   vary
materially between  jurisdictions.  Each franchise generally contains provisions
governing cable operations, service rates, franchising fees, system construction
and  maintenance  obligations,  system  channel  capacity,  design and technical
performance,  customer service standards,  and  indemnification  protections.  A
number  of  states,   including  Connecticut,   subject  cable  systems  to  the
jurisdiction of centralized state  governmental  agencies,  some of which impose
regulation of a character  similar to that of a public  utility.  Although local
franchising  authorities have considerable  discretion in establishing franchise
terms,  there are certain federal  limitations.  For example,  local franchising
authorities  cannot insist on franchise  fees exceeding 5% of the system's gross
cable-related  revenues,  cannot dictate the particular  technology  used by the
system,  and cannot  specify  video  programming  other than  identifying  broad
categories of programming.

                  Federal law contains  renewal  procedures  designed to protect
incumbent  franchisees against arbitrary denials of renewal. Even if a franchise
is  renewed,  the local  franchising  authority  may seek to impose new and more
onerous  requirements such as significant  upgrades in facilities and service or
increased  franchise  fees as a  condition  of  renewal.  Similarly,  if a local
franchising  authority's consent is required for the purchase or sale of a cable
system or franchise, such local franchising authority may attempt to impose more
burdensome or onerous  franchise  requirements  in connection with a request for
consent.  Historically,  most  franchises  have been  renewed  for and  consents
granted to cable  operators  that have provided  satisfactory  services and have
complied with the terms of their franchise.

                  Under the 1996 Telecommunications Act, cable operators are not
required to obtain franchises for the provision of telecommunications  services,
and local franchising authorities are prohibited from limiting,  restricting, or
conditioning  the provision of such  services.  In addition,  local  franchising
authorities  may not require a cable operator to provide any  telecommunications
service  or  facilities,   other  than  institutional   networks  under  certain
circumstances,  as a  condition  of an  initial  franchise  grant,  a  franchise
renewal, or a franchise transfer. The 1996  Telecommunications Act also provides
that franchising fees are limited to an operator's cable-related revenues and do
not  apply  to  revenues  that a  cable  operator  derives  from  providing  new
telecommunications services.

                                      -17-
<PAGE>
Item 2.           PROPERTIES

                  We own or lease parcels of real property for signal  reception
sites (antenna towers and headends),  microwave facilities and business offices,
and own or lease our service  vehicles.  We believe  that our  properties,  both
owned and leased,  are in good  condition  and are suitable and adequate for our
business operations.

                  We own  substantially  all of the assets  related to our cable
television  operations,  including  our program  production  equipment,  headend
(towers,  antennas,  electronic  equipment and satellite earth stations),  cable
plant  (distribution  equipment,   amplifiers,  customer  drops  and  hardware),
converters, test equipment and tools and maintenance equipment.

Item 3.           LEGAL PROCEEDINGS

                  We are  periodically  a party to  various  legal  proceedings.
These legal proceedings are ordinary and routine litigation proceedings that are
incidental  to our  business  and  management  believes  that the outcome of all
pending legal  proceedings  will not, in the aggregate,  have a material adverse
effect on our financial condition.

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

                  None.



                                  -18-
<PAGE>


                                                        PART II

Item 5.           MARKET FOR THE REGISTRANT'S EQUITY SECURITIES AND RELATED
                  SECURITY HOLDER MATTERS

Liquidity
---------

                  While our equity securities, which consist of units of limited
partnership interests, are publicly held, there is no established public trading
market  for the units  and we do not  expect  that a market  will  develop.  The
approximate  number of equity security  holders of record was 853 as of December
31, 1999. In addition to restrictions on the  transferability of units contained
in our partnership  agreement,  the  transferability of units may be affected by
restrictions on resales imposed by federal or state law.

                  In documents filed with the Securities and Exchange Commission
on April 21, 1999, Madison Liquidity Investors 104, LLC ("Madison")  initiated a
tender offer to purchase up to approximately  3.6% of the outstanding  units for
$210 per unit. On May 5, 1999, we filed a  Recommendation  Statement on Schedule
14D-9 and  distributed a letter to  unitholders  recommending  that  unitholders
reject Madison's offer.

Distributions
-------------

                  The  partnership   agreement   generally   provides  that  all
partnership  profits,  gains,  losses,  credits,  and cash distributions (all as
defined) from  operations or liquidation be allocated one percent to the general
partners  and 99% to the  limited  partners  until  the  limited  partners  have
received distributions of cash flow from operations and/or cash flow from sales,
refinancing, or liquidation of systems equal to their initial investment.  After
the limited partners have received cash flow equal to their initial  investment,
the general  partner  will  receive a one percent  allocation  of cash flow from
liquidating  a system until the limited  partners have received an annual simple
interest  return  of  at  least  18%  of  their  initial   investment  less  any
distributions from previous system liquidations. Thereafter, allocations will be
made 15% to the general partner and 85% to the limited partners. All allocations
to  individual  limited  partners  will be  based on  their  respective  capital
accounts.  Upon  dissolution of the  partnership,  any negative  capital account
balances  remaining  after all allocations  and  distributions  are made must be
funded by the respective partners.

                  The  policy  of the  general  partner  (although  there  is no
contractual  obligation  to do so) is to  cause  the  partnership  to make  cash
distributions  on a  quarterly  basis  throughout  the  operational  life of the
partnership,  assuming the availability of sufficient cash flow from partnership
operations. The amount of such distributions,  if any, will vary from quarter to
quarter  depending  upon our results of  operations  and the  general  partner's
determination  of  whether   otherwise   available  funds  are  needed  for  the
partnership's ongoing working capital and liquidity requirements. It is also the
general  partner's  policy to  distribute  available  net proceeds from sales of
cable television systems.

                  We  began  making  periodic  cash   distributions  to  limited
partners  during  1984  and  discontinued  distributions  in  January  1990.  No
distributions  were  made  during  1997,  1998 or  1999.  For  more  information
regarding  distributions,  see Item 7., "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

                  Our  ability  to  pay  distributions,   the  actual  level  of
distributions  and the  continuance of  distributions,  if any, will depend on a
number of factors, including: the amount of cash flow from operations, projected
capital expenditures, provision for contingent liabilities, availability of bank
financing, regulatory or legislative developments governing the cable television
industry, and growth in customers. Some of these factors are beyond our control,
and  consequently,  we cannot make  assurances  regarding the level or timing of
future distributions, if any. Our loan facility does not restrict the payment of
distributions to partners unless an event of default exists or our ratio of debt
to cash flow is greater than 4 to 1.

Item 6.           SELECTED FINANCIAL DATA

                  Set forth below is selected  financial data of the partnership
for the five  years  ended  December  31,  1999.  This  data  should  be read in
                                      -19-
<PAGE>

conjunction  with the  partnership's  financial  statements  included  in Item 8
hereof and  "Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations" included in Item 7.

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                 ---------------------------------------------------------------------------------
 OPERATIONS  STATEMENT DATA                          1995             1996             1997             1998             1999
                                                 -------------    --------------   --------------    -------------    -------------
  <S>                                           <C>              <C>              <C>              <C>              <C>
  Revenues                                    $    4,919,300   $     5,243,500  $     5,369,200   $     5,221,100  $     5,090,800
   Costs and expenses                             (3,010,900)       (3,175,000)      (3,473,500)       (3,184,700)      (3,280,700)
   Depreciation and amortization                  (1,173,500)         (570,600)        (583,100)         (747,600)        (854,500)
                                                --------------    -------------    --------------    -------------    --------------
   Operating income                                  734,900         1,497,900        1,312,600         1,288,800          955,600
   Interest expense                                 (270,600)         (187,900)        (107,500)         (103,900)         (92,400)
   Interest income                                    53,200            43,500           34,700            25,700           61,900
   Gain on sale of cable assets                        3,300               100            -                 -                -
   Casualty gain (loss)                                -                 -              202,400          (271,000)        (113,300)
   Costs of potential sale of
     cable television system                           -                 -                -                 -              (18,800)
                                                --------------    -------------    --------------    -------------    --------------

   Net income                                 $      520,800   $     1,353,600  $     1,442,200   $       939,600  $       793,000
                                                ==============    =============    ==============    =============    ==============


Per unit of limited
   partnership interest:
   Net income                                 $        17.22   $         44.76  $         47.69   $         31.07  $         26.22
                                                ==============    =============    ==============    =============    ==============


OTHER OPERATING DATA

   Net cash provided by operating
     activities                               $    1,712,900   $     1,804,800  $     1,830,400   $     2,084,800  $     1,655,200
   Net cash used in investing activities            (960,700)       (1,170,000)        (825,600)       (1,398,400)      (1,050,500)
   Net cash used in financing activities            (986,600)         (565,700)      (1,546,300)         (113,300)         322,800
   EBITDA (1)                                      1,908,400         2,068,500        1,895,700         2,036,400        1,810,100
   EBITDA to revenues                                   38.8%             39.4%            35.3%             39.0%            35.6%
   Total debt to EBITDA                                 1.0x               .5x              .1x             -                -
   Capital expenditures                       $      934,300   $     1,149,600  $       776,900   $     1,389,800  $     1,050,500

                                                                                As of December 31,
                                                ------------------------------------------------------------------------------------
BALANCE SHEET DATA                                  1995              1996             1997              1998             1999
                                                --------------    -------------    --------------    -------------    --------------

   Total assets                               $    3,853,400   $     4,605,200  $     4,696,100   $     5,417,400  $     6,537,900
   Total debt                                      1,942,800         1,042,800          250,000             -                -
   General partner's deficit                         (69,000)          (55,500)         (41,100)          (31,700)         (23,800)
   Limited partners' capital (deficit)               435,300         1,775,400        3,203,200         4,133,400        4,918,500

----------
</TABLE>
      (1) EBITDA is  calculated  as operating  income  before  depreciation  and
amortization.  Based on our  experience  in the cable  television  industry,  we
believe  that  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.  In
addition,  the covenants in the primary debt  instrument of the  partnership use
EBITDA-derived calculations as a measure of financial performance. 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. You should not consider  EBITDA as an alternative to net income as an
indicator of our financial  performance  or as an alternative to cash flows as a
measure of liquidity. In addition, our definition of EBITDA may not be identical
to similarly titled measures used by other companies.

                                      -20-
<PAGE>
Item 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

INTRODUCTION
------------

                  The  1992  Cable  Act  required  the  Federal   Communications
Commission 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 our revenues and cash flow. The
1996 Telecommunications Act substantially changed the competitive and regulatory
environment for cable television and telecommunications service providers. Among
other  changes,  the 1996  Telecommunications  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 their effect on our business. Accordingly, our
historical  financial results as described below are not necessarily  indicative
of future performance.

                  This annual 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 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.

RESULTS OF OPERATIONS
---------------------

                  1999 Compared to 1998

                  Our revenues  decreased from  $5,221,100 to $5,090,800,  or by
2.5%,  for the year ended  December 31, 1999  compared to 1998.  Of the $130,300
decrease,  $155,200  was due to  decreases  in the number of  subscriptions  for
basic,  pay, tier and equipment rental services and $25,200 was due to decreases
in other revenue  producing  items.  These decreases were partially  offset by a
$50,100  increase due to increases in regulated  service rates we implemented in
1999. As of December 31, 1999, we had approximately 10,800 basic subscribers and
4,200 premium service units.

                  Our service costs increased from $1,848,400 to $1,928,600,  or
by 4.3%, for the year ended December 31, 1999 as compared to 1998. Service costs
represent costs directly  attributable to providing cable services to customers.
The increase was  primarily  due to  increases in personnel  costs,  programming
expenses and franchise fees.

                  Our  general  and   administrative   expenses  increased  from
$676,000  to  $761,700,  or by 12.7%,  for the year ended  December  31, 1999 as
compared to 1998, primarily due to increases in insurance premiums and personnel
costs.

                  Our  management  fees and reimbursed  expenses  decreased from
$660,300  to  $590,400,  or by 10.6%,  for the year ended  December  31, 1999 as
compared to 1998.  Management  fees  decreased  in direct  relation to decreased
revenues as described above.  Reimbursed expenses decreased as a result of lower
allocated personnel costs.

                  Our  depreciation  and  amortization  expense  increased  from
$747,600  to  $854,500,  or by 14.3%,  for the year ended  December  31, 1999 as
compared to 1998,  primarily due to depreciation  of asset  additions  including
expenditures  to  replace  segments  of  our  North  Carolina  cable  plant  and
subscriber connections that were damaged by a storm.

                  Our operating income decreased from $1,288,800 to $955,600, or
by 25.9%,  for the year ended  December 31, 1999 as compared to 1998,  primarily
due to increases  in  depreciation  and  amortization  expense and  decreases in
revenues as described above.
                                      -21-
<PAGE>

                  Our interest expense decreased from $103,900 to $92,400, or by
11.1%,  for the year ended December 31, 1999 as compared to 1998,  primarily due
to the repayment of borrowings under our loan facility in 1998. Interest expense
in both  years  includes  interest  paid on the  unborrowed  portion of our loan
facility and loan costs which have been amortized to interest expense.

                  Our interest income  increased from $25,700 to $61,900 for the
year ended  December  31,  1999 as  compared  to 1998,  primarily  due to higher
average cash balances available for investment.

                  Due to the factors  described  above, our net income decreased
from  $939,600 to $793,000,  or by 15.6%,  for the year ended  December 31, 1999
compared to 1998.

                  We recognized a $113,300  casualty loss during 1999 related to
storm damage sustained by our North Carolina system in September 1999.

                  As of December 31, 1999,  we had incurred  $18,800 of expenses
related to the proposed sale of our cable television system assets.

                  EBITDA is calculated as operating  income before  depreciation
and  amortization.  See footnote 1 to  "Selected  Financial  Data."  EBITDA as a
percentage of revenues  decreased  from 39.0% in 1998 to 35.6% during 1999.  The
decrease  was  primarily  due to  higher  service  costs and  franchise  fees as
described above. EBITDA decreased from $2,036,400 to $1,810,100, or by 11.1%, as
a result.

                  1998 Compared to 1997

                  Our revenues  decreased from  $5,369,200 to $5,221,100,  or by
2.8%,  for the year ended  December 31, 1998  compared to 1997.  Of the $148,100
decrease,  $326,700  was due to  decreases  in the number of  subscriptions  for
basic,  pay, tier and equipment rental services.  These decreases were partially
offset by a $467,300  increase due to increases in regulated  service rates that
we implemented in 1997 and a $7,500 increase in other revenue  producing  items.
As of December 31, 1998, we had approximately 10,800 basic subscribers and 4,400
premium service units.

                  Our service costs decreased from $2,012,500 to $1,848,400,  or
by 8.2%, for the year ended December 31, 1998 as compared to 1997. Service costs
represent costs directly  attributable to providing cable services to customers.
Lower  copyright  fees  accounted  for most of the  decrease  as a result of the
industry-wide  change in status of one satellite  service that resulted in lower
fees.  Copyright fees also decreased in direct relation to decreased revenues as
described above.

                  Our  general  and   administrative   expenses  decreased  from
$857,400  to  $676,000,  or by 21.2%,  for the year ended  December  31, 1998 as
compared to 1997,  primarily  due to  decreases in bad debt  expense,  personnel
costs and customer billing expenses.

                  Our  management  fees and reimbursed  expenses  increased from
$603,600  to  $660,300,  or by 9.4%,  for the year ended  December  31,  1998 as
compared to 1997.  Management  fees  decreased  in direct  relation to decreased
revenues  as  described  above.  Reimbursed  expenses  increased  as a result of
transferring  system  operating  management  of our  Tennessee  systems  from an
affiliate to the general partner.

                  Our  depreciation  and  amortization  expense  increased  from
$583,100  to  $747,600,  or by 28.2%,  for the year ended  December  31, 1998 as
compared to 1997,  primarily due to depreciation  of asset  additions  including
expenditures  to  replace  segments  of  our  North  Carolina  cable  plant  and
subscriber connections that were damaged by a storm.

                  Our operating  income decreased from $1,312,600 to $1,288,800,
or by 1.8%, for the year ended December 31, 1998 as compared to 1997,  primarily
due to increases  in  amortization  and  depreciation  expense and  decreases in
revenues as described above.

                                      -22-
<PAGE>

                  Our interest expense  decreased from $107,500 to $103,900,  or
by 3.3%, for the year ended December 31, 1998 as compared to 1997, primarily due
to lower average borrowings in 1998 caused by the repayment of a note payable in
June 1998.

                  Our interest income  decreased from $34,700 to $25,700,  or by
25.9%,  for the year ended December 31, 1998 as compared to 1997,  primarily due
to lower average cash balances available for investment.

                  We recognized a $271,000  casualty loss during 1998 related to
storm damage sustained by our North Carolina system in 1996 and 1998.

                  Due to the factors  described  above, our net income decreased
from $1,442,200 to $939,600,  or by 34.8%,  for the year ended December 31, 1998
compared to 1997.

                  EBITDA is calculated as operating  income before  depreciation
and  amortization.  See footnote 1 to  "Selected  Financial  Data."  EBITDA as a
percentage of revenues  increased  from 35.3% in 1997 to 39.0% during 1998.  The
increase  was  primarily  due to lower  copyright  fees and bad debt  expense as
described above. EBITDA increased from $1,895,700 to $2,036,400,  or by 7.4%, as
a result.

                  Distributions to Partners

                  As provided in our  partnership  agreement,  distributions  to
partners  are funded from income  before  depreciation  and  amortization  after
providing for working capital and other liquidity  requirements,  including debt
service and capital expenditures not otherwise funded by borrowings.  We did not
make  distributions  during 1997,  1998 or 1999. We can not make any  assurances
regarding the level or timing of future distributions, if any.

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
flow from operations and proceeds from the sale of cable systems,  if any, after
providing for expenses, debt service and capital requirements. In general, these
capital requirements involve expansion,  improvement and upgrade of our existing
cable systems.

                  In  accordance  with the  partnership  agreement,  the general
partner has implemented a plan for liquidating  the  partnership.  In connection
with that  strategy,  the general  partner has entered into an agreement  with a
cable broker to market the partnership's cable systems to third parties.  Should
the partnership  receive offers from third parties for such assets,  the general
partner  will  prepare a proxy for  submission  to the limited  partners for the
purpose of approving or disapproving  such sale. Should such a sale be approved,
the general  partner will proceed to liquidate  the  partnership  following  the
settlement of its final liabilities. We can give no assurance,  however, that we
will be able to generate a sale of the  partnership's  cable assets.  On May 27,
1999,  the general  partner  signed a  non-binding  letter of intent to sell the
partnership's cable system in Kershaw, South Carolina to Catawba Services,  Inc.
but the parties have yet to reach a definitive agreement regarding the sale.

                  The partnership relies upon the availability of cash generated
from  operations  and possible  borrowings  to fund its ongoing  expenses,  debt
service and capital  requirements.  Our capital expenditures were $1,050,500 for
the year ended  December 31, 1999. As of the date of this report,  substantially
all of the available  channel capacity in our cable television  systems is being
utilized and each of the systems requires an upgrade. We presently estimate that
the entire  upgrade  program  will require  aggregate  capital  expenditures  of
approximately  $8,300,000 and will cover 12 franchise areas.  These upgrades are
currently required in six existing franchise agreements covering eight franchise
areas.  The  upgrades  required by the six  existing  franchise  agreements  are
estimated to cost approximately $4.4 million and must be completed by June 2000,
December  2001 and  February  2002,  and will most  likely  impact any offers we
receive for our systems.  We believe that possible  borrowings  under our credit
agreement  together  with cash flow from  operations  will be  adequate  to fund
capital expenditures and other liquidity requirements.


                                      -23-
<PAGE>
                  On September 30, 1997, Enstar Finance Company,  LLC ("EFC"), a
subsidiary  of the  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 us and  certain of the other  partnerships  managed by the  general
partner.  Our maximum  loan  commitment  was  approximately  $7,481,700  through
November 12, 1999.  After that date,  our  commitment  was reduced to $4,800,000
under the EFC facility, which was reduced to $15 million.

                  Our loan  facility  matures on August 31, 2001,  at which time
all amounts then  outstanding  are due in full.  Borrowings bear interest at the
lender's  base rate (8.5% at December 31,  1999) plus 0.625%,  or at an offshore
rate plus 1.875%. Under certain circumstances, we are required to make mandatory
prepayments,  which  permanently  reduce the maximum  commitment  under the loan
facility. The loan facility contains certain financial tests and other covenants
including,   among  others,   restrictions   on   incurrence  of   indebtedness,
investments,  sales of assets,  acquisitions and other  covenants,  defaults and
conditions.  The loan facility does not restrict the payment of distributions to
partners  unless an event of default  exists  thereunder or our ratio of debt to
cash flow is greater than 4 to 1. However,  due to the upgrade program discussed
above,  the  general  partner  believes  it is  critical  to  conserve  cash and
borrowing capacity and, consequently, has concluded that it would not be prudent
for the partnership to resume paying distributions at this time.

                  The  city  of  Covington,  Tennessee  rejected  our  franchise
renewal proposal in June 1999. The franchise  agreement with the city expired in
1994 and we have  continued to operate our cable system there and pay  franchise
fees to the city. In March 2000,  Charter submitted another proposal to the city
on behalf of the partnership. The city is currently reviewing the proposed terms
against a competing  proposal  to award the  franchise  to a municipal  utility.
There can be no assurance that the city will accept the Charter proposal. Should
the city  revoke  our right to  operate  our  system in  Covington,  an event of
default  may be  declared  under the  partnership's  loan  facility  which would
require the partnership to identify  alternative  sources of financing,  and the
loss of subscribers would have a significant adverse impact on the partnership's
financial condition and results of operations.

                  In January 2000, the franchise authority in Bolivar, Tennessee
authorized  its  municipal  utility to construct  and operate a competing  cable
system in that franchise area. Our franchise  agreement with the city expired in
1995.  As we have in  Covington,  the  partnership  has continued to operate its
cable  system in Bolivar  and pay  franchise  fees to the  franchise  authority.
Although the municipal  utility has not obtained  funds to build a cable system,
we believe that if a competing system were built, the loss of subscribers  would
have an adverse impact on the partnership's  financial  condition and results of
operations. Additionally, the loss of either franchise would constitute an event
of default under our loan agreement and would  preclude us from borrowing  under
our loan facility to finance our franchise-required rebuilds. This would require
the partnership to identify  alternative sources of financing.  As in Covington,
the loss of the  franchise in Bolivar  could be  considered  an event of default
under the  partnership's  loan facility,  which would require the partnership to
identify  alternative sources of financing.  As of December 31, 1999, there were
1,761 and 1,279  basic  subscribers  in the  cities of  Covington  and  Bolivar,
respectively.

                  Beginning  in August  1997,  the  general  partner  elected to
self-insure  our 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, Falcon Communications,  L.P. reinstated third
party insurance  coverage for all of the cable  television  properties  owned or
managed  by it 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   formerly   owned  or  managed  by  Falcon
Communications,  L.P.  through  November  12,  1999,  and  currently  managed by
Charter,  including those of the  partnership.  We have recorded a receivable of
approximately $27,900 for insurance recovery due us under this policy.

                  Approximately  63% of our subscribers are served by our system
in Brownsville, Tennessee 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  types of
insurable risks.
                                      -24-
<PAGE>

                  We  have  not   experienced   any  system  failures  or  other
disruptions  caused by Year 2000 problems since January 1, 2000 through the date
of this  report,  and do not  anticipate  that we will  encounter  any Year 2000
problems going forward.  We did not incur any expenditures in the fourth quarter
of 1999 to  complete  our  preparation  for the  arrival of January 1, 2000 with
respect to the Year 2000 date change.

                  1999 vs. 1998

                  Our operating  activities  provided  $429,600 less cash in the
year ended  December 31, 1999 than in 1998.  Changes in accounts  receivable and
prepaid  expenses  provided  $205,500  less  cash  in 1999  than in 1998  due to
differences  in the  timing of  receivable  collections  and in the  payment  of
prepaid  expenses.  We  used  $113,700  less  cash in 1999  for the  payment  of
liabilities  owed to third party  creditors due to  differences in the timing of
payments.

                  We used  $347,900  less cash in investing  activities  in 1999
than in 1998 due to a $339,300  decrease in capital  expenditures  and an $8,600
decrease in expenditures for intangible assets.  Financing  activities  provided
cash of $322,800 in 1999 as compared to 1998 when such activities used $113,300.
The  difference  was  primarily due to a decrease in the repayment of borrowings
under our loan facility in 1999 compared with 1998 and increases in amounts owed
to the general partner.  Such increases were caused by differences in the timing
of payments.

                  1998 vs. 1997

                  Our operating  activities  provided  $254,400 more cash in the
year ended  December 31, 1998 than in 1997.  Collection  of an  insurance  claim
receivable  provided  $304,500 more cash in 1998 due to receipt of the insurance
settlement during the year. Changes in accounts  receivable and prepaid expenses
provided $25,500 more cash in 1998 than in 1997 due to differences in the timing
of  receivable  collections  and in the  payment  of prepaid  expenses.  We used
$190,100  more cash in 1998 for the payment of  liabilities  owed to third party
creditors due to differences in the timing of payments.

                  We used  $572,800  more cash in investing  activities  in 1998
than in 1997 due to a  $612,900  increase  in  capital  expenditures,  partially
offset by a $40,100  decrease in expenditures for intangible  assets.  Financing
activities used $1,433,000 less cash in 1998 than in 1997. We used $780,300 less
cash to pay deferred management fees and reimbursed expenses owed to the general
partner,  $542,800 less cash, net of new  borrowings,  for the repayment of debt
and $109,900 less cash for deferred loan costs related to our loan facility.

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 way, provided that we
are able to increase our service  rates  periodically,  of which there can be no
assurance. See "Legislation and Regulation."

Item 7(A).        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  We  are  not  currently   exposed  to  material  market  risks
associated with financial instruments,  although we would be subject to interest
rate risk were we to borrow under our loan facility.

Item 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  The financial  statements  and related  financial  information
required to be filed hereunder are indexed on Page F-1.

                                      -25-
<PAGE>

Item 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

                  None.



                                      -26-
<PAGE>
                                    PART III

Item 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


                  The general  partners of a partnership  may be considered  for
certain purposes the functional  equivalent of directors and executive officers.
Enstar   Communications   Corporation  is  the  sole  general   partner  of  the
partnership. Since its incorporation in Georgia in 1982, the general partner has
been engaged in the cable-telecommunications business, both as a general partner
of 15 limited  partnerships  formed to own and operate cable television  systems
and through a wholly-owned  operating  subsidiary.  As of December 31, 1999, the
general partner managed cable television  systems serving  approximately  81,100
basic subscribers.

                  Following the  acquisition of the general  partner in November
1999 by a Charter  Communications-controlled entity, the directors and executive
officers of the general partner have been changed to the persons named below all
of whom have their  principal  employment in a comparable  position with Charter
Communications, Inc.:


<TABLE>
<CAPTION>
NAME                          POSITION
----                          --------
<S>                           <C>
Jerald L. Kent                Director, President and Chief Executive Officer

David G. Barford              Senior Vice President of Operations - Western Division

Mary Pat Blake                Senior Vice President - Marketing and Programming

Eric A. Freesmeier            Senior Vice President - Administration

Thomas R. Jokerst             Senior Vice President - Advanced Technology Development

Kent D. Kalkwarf              Senior Vice President and Chief Financial Officer

Ralph G. Kelly                Senior Vice President - Treasurer

David L. McCall               Senior Vice President of Operations - Eastern Division

John C. Pietri                Senior Vice President - Engineering

Michael E. Riddle             Senior Vice President and Chief Information Officer

Steven A. Schumm              Executive Vice President, Assistant to the President

Curtis S. Shaw                Senior Vice President, General Counsel and Secretary

Steven E. Silva               Senior Vice President - Corporate Development and Technology

</TABLE>

                  Except for Mr. Riddle,  our executive  officers were appointed
to their position  following our formation in July 1999, and became employees of
Charter  Communications,  Inc., upon completion of our initial public  offering.
Prior to that time, they were employees of Charter  Investment,  Inc. All of our
executive  officers  simultaneously  serve in the  same  capacity  with  Charter
Investment, Inc.

JERALD L. KENT, 43 Director,  President and Chief  Executive  Officer.  Mr. Kent
co-founded  Charter  Communications  Investment,  Inc.  in  1993.  Mr.  Kent was
executive vice president and chief financial officer of Cencom Cable Associates,
Inc.  Mr.  Kent,  a certified  public  accountant,  attained the position of tax
manager  with Arthur  Andersen  LLP. Mr. Kent  received a bachelor's  degree and
M.B.A. from Washington University.

DAVID G. BARFORD,  41 Senior Vice  President of  Operations - Western  Division.
Prior to joining Charter  Communications  Investment,  Inc. in 1995, Mr. Barford
held various senior  marketing and operating  roles during nine years at Comcast
Cable Communications,  Inc. He received a B.A. from California State University,
Fullerton, and an M.B.A. from National University.

MARY PAT BLAKE, 44 Senior Vice President - Marketing and  Programming.  Prior to
joining Charter Communications Investment, Inc. in 1995, Ms. Blake was active in

                                      -27-
<PAGE>

the emerging business sector and formed Blake Investments, Inc. in 1993. She has
18 years of experience  with senior  management  responsibilities  in marketing,
sales, finance, systems, and general management.  Ms. Blake received a B.S. from
the University of Minnesota and an M.B.A. from the Harvard Business School.

ERIC A. FREESMEIER,  46 Senior Vice President - Administration.  From 1986 until
joining  Charter  Investment,  Inc. in 1998,  Mr.  Freesmeier  served in various
executive  management  positions at Edison Brothers Stores, Inc. Earlier he held
management  and executive  positions at Montgomery  Ward. Mr.  Freesmeier  holds
bachelor's  degrees  from the  University  of Iowa and a  master's  degree  from
Northwestern University's Kellogg Graduate School of Management.

THOMAS R. JOKERST, 50 Senior Vice President - Advanced  Technology  Development.
Mr. Jokerst joined Charter Investment,  Inc. in 1994.  Previously he served as a
vice president of Cable Television  Laboratories  and as a regional  director of
engineering for Continental  Cablevision.  He is a graduate of Ranken  Technical
Institute and of Southern Illinois University.

KENT D. KALKWARF, 40 Senior Vice President and Chief Financial Officer. Prior to
joining Charter Investment, Inc. in 1995, Mr. Kalkwarf was employed for 13 years
by Arthur Andersen LLP where he attained the position of senior tax manager.  He
has extensive  experience in cable,  real estate,  and international tax issues.
Mr.  Kalkwarf has a B.S. from Illinois  Wesleyan  University  and is a certified
public accountant.

RALPH G. KELLY,  43 Senior Vice President - Treasurer.  Prior to joining Charter
Investment,  Inc. in 1993, Mr. Kelly was controller and then treasurer of Cencom
Cable Associates.  He left Charter in 1994, to become chief financial officer of
CableMaxx,  Inc., and returned in 1996. Mr. Kelly received his bachelor's degree
in accounting  from the  University  of Missouri - Columbia and his M.B.A.  from
Saint Louis University.

DAVID L.  MCCALL,  44 Senior Vice  President of  Operations - Eastern  Division.
Prior to joining  Charter  Investment,  Inc. in 1995,  Mr. McCall was associated
with Crown Cable and its predecessor company, Cencom Cable Associates, Inc. from
1983 to 1994.  Earlier he was system  manager of Coaxial Cable  Developers.  Mr.
McCall  has  served  as a  director  of  the  South  Carolina  Cable  Television
Association for the past 10 years.

JOHN C. PIETRI, 50 Senior Vice President - Engineering. Prior to joining Charter
Investment, Inc. in 1998, Mr. Pietri was with Marcus Cable for eight years, most
recently serving  as  senior vice president and chief technical officer. Earlier
he was in  operations  with  West  Marc  Communications  and  Minnesota  Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.

MICHAEL E. RIDDLE, 41 Senior Vice President and Chief Information Officer. Prior
to joining Charter  Investment,  Inc. in 1999, Mr. Riddle was director,  applied
technologies  of Cox  Communications  for four  years.  Prior  to that,  he held
technical and management  positions  during four years at Southwestern  Bell and
its subsidiaries. Mr. Riddle attended Fort Hays State University.

STEVEN A. SCHUMM,  47 Executive  Vice  President and Assistant to the President.
Prior to joining  Charter  Investment,  Inc. in 1998,  Mr.  Schumm was  managing
partner of the St. Louis office of Ernst & Young LLP, where he was a partner for
14 of 24 years.  He served  as one of 10  members  of the  firm's  National  Tax
Committee. Mr. Schumm earned a B.S. degree from Saint Louis University.

CURTIS S. SHAW, 51 Senior Vice President,  General Counsel and Secretary.  Prior
to joining  Charter  Investment,  Inc. in 1997,  Mr.  Shaw  served as  corporate
counsel to NYNEX since 1988.  He has over 25 years of  experience as a corporate
lawyer,  specializing  in  mergers  and  acquisitions,  joint  ventures,  public
offerings,  financings,  and federal  securities  and  antitrust  law.  Mr. Shaw
received a B.A. from Trinity College and a J.D. from Columbia  University School
of Law.

STEVEN  E.  SILVA,  40  Senior  Vice  President  -  Corporate   Development  and
Technology.  From 1983 until joining Charter Investment, Inc. in 1995, Mr. Silva
served in various management  positions at U.S. Computer Services,  Inc. He is a
member of the board of directors of High Speed Access Corp.

                  The sole  director  of the  general  partner  is  elected to a
one-year term at the annual  shareholder  meeting to serve until the next annual
shareholder meeting and thereafter until his respective successor is elected and
qualified.  Officers  are  appointed  by  and  serve  at the  discretion  of the
directors of the general partner.

                                      -28-
<PAGE>
Item 11.          EXECUTIVE COMPENSATION

MANAGEMENT FEE
--------------

                  The partnership  has a management  agreement with Enstar Cable
Corporation, a wholly owned subsidiary of the general partner, pursuant to which
Enstar  Cable  manages  our  systems and  provides  operational  support for our
activities.  For these services, Enstar Cable receives a management fee of 5% of
our gross revenues, excluding revenues from the sale of cable television systems
or franchises,  calculated and paid monthly.  In addition,  we reimburse  Enstar
Cable  for  operating  expenses  incurred  by  Enstar  Cable  in the  day-to-day
operation of our cable  systems.  The  management  agreement also requires us to
indemnify   Enstar  Cable  (including  its  officers,   employees,   agents  and
shareholders) against loss or expense, absent negligence or deliberate breach by
Enstar Cable of the management agreement. The management agreement is terminable
by the  partnership  upon 60 days written  notice to Enstar Cable.  Enstar Cable
had, prior to November 12, 1999, engaged Falcon Communications,  L.P. to provide
management services for us and paid Falcon Communications, L.P. a portion of the
management  fees it received in  consideration  of such services and  reimbursed
Falcon Communications, L.P. for expenses incurred by Falcon Communications, L.P.
on its behalf.  Subsequent to November 12, 1999, Charter, as successor-by-merger
to Falcon  Communications,  L.P.,  has provided  such services and received such
payments.  Additionally,  we receive system operating  management  services from
affiliates  of Enstar Cable in lieu of directly  employing  personnel to perform
those  services.  We reimburse the affiliates  for our allocable  share of their
operating   costs.   The  general   partner  also   performs   supervisory   and
administrative services for the partnership, for which it is reimbursed.

                  For the fiscal year ended  December  31,  1999,  Enstar  Cable
charged us management fees of approximately  $254,500 and reimbursed expenses of
$335,900.  We  also  reimbursed  affiliates  approximately  $44,500  for  system
operating management services. In addition,  programming services were purchased
through  Falcon  Communications,  L.P.  and,  subsequent  to November  12, 1999,
through  Charter.  We  paid  Falcon  Communications  and  Charter  approximately
$1,192,800 for these programming services for fiscal year 1999.

PARTICIPATION IN DISTRIBUTIONS
------------------------------

                  The  general  partner is  entitled  to share in  distributions
from,  and  profit and losses in,  the  partnership.  See Item 5.,  "Market  for
Registrant's Equity Securities and Related Security Holder Matters."

Item 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  As of  March 3,  2000,  the  only  persons  known by us to own
beneficially or that may be deemed to own beneficially more than 5% of the units
were:


<TABLE>
<CAPTION>
                                            Name and Address                     Amount and Nature of         Percent
        Title of Class                     of Beneficial Owner                   Beneficial Ownership         of Class
-----------------------------    ----------------------------------------     ---------------------------    -----------
<S>                             <C>                                                   <C>                      <C>
Units of Limited                 Madison Liquidity Investors, 104 LLC                   2,458(1)                8.2%
   Partnership Interest          6143 S. Willow Drive, Suite 340
                                 Englewood, CO  80111

Units of Limited                 Paul Isaacs                                            1,510(1)                5.0%
   Partnership Interest          7 Douglas Lane
                                 Larchmont, NY  10538


</TABLE>
(1) As reported to us by our transfer agent, Gemisys Corporation.

                  The general  partner is a  wholly-owned  subsidiary of Charter
Communications  Holding Company,  LLC. Charter  Communications  Holding Company,

                                      -29-
<PAGE>

LLC, through a subsidiary, owns a 100% interest in CC VII. As of March 30, 2000,
Charter Communications Holding Company, LLC was beneficially  controlled by Paul
G. Allen  through his  ownership  and control of Charter  Communications,  Inc.,
Charter Investment, Inc. and Vulcan Cable III, Inc.

Item 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST
---------------------

                  On November 12,  1999,  Charter  acquired  ownership of Enstar
Communications  Corporation  from Falcon  Holding  Group,  L.P.  and assumed the
management  services  operations  of Falcon  Communications,  L.P.  Charter  now
manages  the  operations  of the  partnerships  of which  Enstar  Communications
Corporation  is the  general  partner,  including  the  partnership.  Commencing
November  13, 1999,  Charter  began  receiving  management  fees and  reimbursed
expenses  which  had  previously  been  paid by the  general  partner  to Falcon
Communications, L.P.

                  The partnership relies upon the general partner and certain of
its  affiliates  to  provide  general  management  services,   system  operating
services, supervisory and administrative services and programming. See Item 11.,
"Executive  Compensation" and Item 7., "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations."  The executive  officers of the
general  partner have their  personal  employment  with Charter  Communications,
Inc., and, as a result,  are involved in the management of other cable ventures.
Charter  expects  to  continue  to  enter  into  other  cable  ventures.   These
affiliations  subject  Charter and the general  partner and their  management to
conflicts  of  interest.  These  conflicts  of  interest  relate to the time and
services that management will devote to the partnership's affairs.

FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE GENERAL PARTNER
-------------------------------------------------------------------

                  A general partner is accountable to a limited partnership as a
fiduciary  and  consequently  must exercise good faith and integrity in handling
partnership affairs. Where the question has arisen, some courts have held that a
limited  partner may  institute  legal action on his own behalf and on behalf of
all other  similarly  situated  limited  partners  (a class  action)  to recover
damages for a breach of fiduciary duty by a general partner, or on behalf of the
partnership  (a  partnership  derivative  action) to recover  damages from third
parties.  Section  14-9-1001 of the Georgia Revised Uniform Limited  Partnership
Act also allows a partner to maintain a partnership derivative action if general
partners  with  authority  to do so have  refused  to bring the  action or if an
effort to cause  those  general  partners  to bring the  action is not likely to
succeed.  Some cases decided by federal  courts have  recognized  the right of a
limited  partner  to bring  such  actions  under  the  Securities  and  Exchange
Commission's  Rule  10b-5 for  recovery  of damages  resulting  from a breach of
fiduciary duty by a general partner  involving fraud,  deception or manipulation
in connection with the limited partner's purchase or sale of partnership units.

                  The  partnership  agreement  provides that the general partner
will be indemnified by the  partnership  for acts performed  within the scope of
its authority under the  partnership  agreement if the general partner (i) acted
in good  faith  and in a manner  that it  reasonably  believed  to be in, or not
opposed to, the best interests of the partnership and the partners, and (ii) had
no reasonable  grounds to believe that its conduct was  negligent.  In addition,
the partnership  agreement  provides that the general partner will not be liable
to the partnership or its limited  partners for errors in judgment or other acts
or omissions  not  amounting to negligence  or  misconduct.  Therefore,  limited
partners  will have a more  limited  right of action than they would have absent
such provisions. In addition, we maintain, at our expense and in such reasonable
amounts as the general partner  determines,  a liability  insurance policy which
insures the general partner,  Charter and its affiliates (which include CC VII),
officers and  directors and other  persons  determined  by the general  partner,
against  liabilities  which they may incur with  respect to claims made  against
them  for  certain  wrongful  or  allegedly  wrongful  acts,  including  errors,
misstatements, misleading statements, omissions, neglect or breaches of duty. To
the extent that the exculpatory  provisions  purport to include  indemnification
for  liabilities  arising under the Securities Act of 1933, it is the opinion of
the Securities and Exchange Commission that such  indemnification is contrary to
public policy and therefore unenforceable.

                                      -30-
<PAGE>

                                     PART IV

Item 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a)           1.  Financial Statements

                  Reference is made to the Index to Financial
                  Statements on page F-1.



(a)           2.  Financial Statement Schedules

                  Reference is made to the Index to Financial
                  Statements on page F-1.



(a)           3.  Exhibits

                  Reference is made to the Index to Exhibits
                  on Page E-1.



(b)               Reports on Form 8-K

                  None.

                                      -31-
<PAGE>


                                   SIGNATURES

                  Pursuant  to the  requirements  of Section 13 or 15 (d) 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, on March
30, 2000.

                                       ENSTAR INCOME PROGRAM 1984-1, L.P.
                                       By:   Enstar Communications Corporation,
                                             General Partner

                                             By: /s/   Jerald L. Kent
                                                 --------------------
                                                 Jerald L. Kent
                                                 Director, President and
                                                   Chief Executive Officer

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
Registrant and in the capacities indicated on the 30th day of March 2000.

<TABLE>
<CAPTION>
      Signatures                                          Title(*)
------------------------               -----------------------------------------------------
 <S>                                     <C>
 /s/ Jerald L. Kent                      Director, President and Chief Executive Officer
 -----------------------                    (Principal Executive Officer)
 Jerald L. Kent

 /s/ Kent D. Kalkwarf                    Senior Vice President and Chief Financial Officer
 -----------------------                    (Principal Financial Officer and
 Kent D. Kalkwarf                              Principal Accounting Officer)

</TABLE>

(*)  Indicates  position(s)  held with Enstar  Communications  Corporation,  the
     General Partner of the Registrant.

                                      -32-
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


                                                                           PAGE
                                                                           ----

Report of Independent Auditors                                              F-2

Balance Sheets - December 31, 1998 and 1999                                 F-3

Financial  Statements  for each of
  the three years in the period
  ended  December 31, 1999:

     Statements of Operations                                               F-4

     Statements of Partnership Capital (Deficit)                            F-5

     Statements of Cash Flows                                               F-6

Notes to Financial Statements                                               F-7

All  schedules  have been  omitted  because  they are either not  required,  not
applicable or the information has otherwise been supplied.




                                      F-1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS




Partners
Enstar Income Program 1984-1, L.P.  (A Georgia Limited Partnership)


We have audited the accompanying balance sheets of Enstar Income Program 1984-1,
L.P. (A Georgia  Limited  Partnership) as of December 31, 1998 and 1999, and the
related statements of operations,  partnership capital (deficit), and cash flows
for each of the  three  years in the  period  ended  December  31,  1999.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Enstar Income Program 1984-1,
L.P. at December 31, 1998 and 1999,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.




                                     /s/ ERNST & YOUNG LLP




Los Angeles, California
March 24, 2000

                                      F-2

<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                                 BALANCE SHEETS

                    =========================================

<TABLE>
<CAPTION>
                                                                                                December 31,
                                                                                    -------------------------------------

                                                                                          1998                1999
                                                                                    -----------------  ------------------

ASSETS:
  <S>                                                                             <C>                 <C>
     Cash and cash equivalents                                                    $       1,036,000   $        1,963,500

     Accounts receivable, less allowance of $5,500 and
       $700 for possible losses                                                              27,800               90,700

     Insurance claim receivable                                                                -                  27,900

     Prepaid expenses and other assets                                                       83,200              160,300

     Property, plant and equipment, less accumulated
       depreciation and amortization                                                      4,115,500            4,189,700

     Franchise cost, net of accumulated
       amortization of $114,500 and $127,400                                                 66,000               53,000

     Deferred loan costs and other deferred charges, net                                     88,900               52,800
                                                                                    -----------------    ----------------

                                                                                  $       5,417,400   $        6,537,900
                                                                                    =================    ================


                       LIABILITIES AND PARTNERSHIP CAPITAL
                       -----------------------------------

LIABILITIES:
     Accounts payable                                                             $         420,800   $          425,500
     Due to affiliates                                                                      894,900            1,217,700
                                                                                    -----------------    ----------------

                  TOTAL LIABILITIES                                                       1,315,700            1,643,200
                                                                                    -----------------    ----------------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
     General partner                                                                        (31,700)             (23,800)
     Limited partners                                                                     4,133,400            4,918,500
                                                                                    -----------------    ----------------

                  TOTAL PARTNERSHIP CAPITAL                                               4,101,700            4,894,700
                                                                                    -----------------    ----------------


                                                                                  $       5,417,400   $        6,537,900
                                                                                    =================    ================


</TABLE>
                 See accompanying notes to financial statements

                                   F-3

<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                            STATEMENTS OF OPERATIONS

                    =========================================



<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                       -----------------------------------------------------
                                                                            1997                1998                1999
                                                                       ---------------    ---------------     --------------

  <S>                                                                <C>              <C>              <C>
REVENUES                                                           $        5,369,200  $       5,221,100  $        5,090,800
                                                                       ---------------    ---------------     --------------

OPERATING EXPENSES:
     Service costs                                                          2,012,500          1,848,400           1,928,600
     General and administrative expenses                                      857,400            676,000             761,700
     General Partner management fees
       and reimbursed expenses                                                603,600            660,300             590,400
     Depreciation and amortization                                            583,100            747,600             854,500
                                                                       ---------------    ---------------     --------------

                                                                            4,056,600          3,932,300           4,135,200
                                                                       ---------------    ---------------     --------------

                  Operating income                                          1,312,600          1,288,800             955,600
                                                                       ---------------    ---------------     --------------

OTHER INCOME (EXPENSE):
     Interest expense                                                        (107,500)          (103,900)            (92,400)
     Interest income                                                           34,700             25,700              61,900
     Casualty gain (loss)                                                     202,400           (271,000)           (113,300)
     Costs of potential sale of cable television system                        -                  -                  (18,800)
                                                                       ---------------    ---------------     --------------


                                                                              129,600           (349,200)           (162,600)
                                                                       ---------------    ---------------     --------------

NET INCOME                                                         $        1,442,200  $         939,600  $          793,000
                                                                       ===============    ===============     ==============

Net income allocated to General Partner                            $           14,400  $           9,400  $            7,900
                                                                       ===============    ===============     ==============

Net income allocated to Limited Partners                           $        1,427,800  $         930,200  $          785,100
                                                                       ===============    ===============     ==============

NET INCOME PER UNIT OF LIMITED
   PARTNERSHIP INTEREST                                            $            47.69   $          31.07   $           26.22
                                                                       ===============    ===============     ==============

WEIGHTED AVERAGE LIMITED PARTNERSHIP
   UNITS OUTSTANDING DURING THE YEAR                                           29,940             29,940              29,940
                                                                       ===============    ===============     ==============

</TABLE>
                 See accompanying notes to financial statements

                                   F-4
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

                   ==============================================

<TABLE>
<CAPTION>

                                                                          General            Limited
                                                                          Partners           Partners             Total
                                                                        ---------------    ---------------     --------------

PARTNERSHIP CAPITAL (DEFICIT),
<S>                                                             <C>                <C>                <C>
   January 1, 1997                                                   $       (55,500)   $     1,775,400    $    1,719,900

     Net income for year                                                      14,400          1,427,800         1,442,200
                                                                        ---------------    ---------------   ---------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1997                                                         (41,100)         3,203,200         3,162,100

     Net income for year                                                       9,400            930,200           939,600
                                                                        ---------------    ---------------   ---------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1998                                                         (31,700)         4,133,400         4,101,700

     Net income for year                                                       7,900            785,100           793,000
                                                                        ---------------    ---------------   ---------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1999                                                 $       (23,800)   $     4,918,500    $    4,894,700
                                                                        ===============    ===============   ===============



</TABLE>
                 See accompanying notes to financial statements

                                   F-5
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                            STATEMENTS OF CASH FLOWS

                  =============================================



<TABLE>
<CAPTION>
                                                                                       Year Ended December 31,
                                                                      ----------------------------------------------------------
                                                                              1997               1998                  1999
                                                                      -----------------    ----------------    -----------------

Cash flows from operating activities:
  <S>                                                                <C>              <C>              <C>
     Net income                                                    $        1,442,200   $          939,600  $          793,000
     Adjustments to reconcile net income to net cash
       provided by operating activities:
         Depreciation and amortization                                        583,100              747,600             854,500
         Amortization of deferred loan costs                                   50,300               29,500              29,700
         Casualty (gain) loss                                                (202,400)             271,000             113,300
         Increase (decrease) from changes in:
           Accounts receivable, prepaid expenses
              and other assets                                                 40,000               65,500            (140,000)
           Insurance claim receivable                                        (163,900)             140,600                -
           Accounts payable                                                    81,100             (109,000)              4,700
                                                                      -----------------    ----------------    -----------------

              Net cash provided by operating activities                     1,830,400            2,084,800           1,655,200
                                                                      -----------------    ----------------    -----------------

Cash flows from investing activities:
     Capital expenditures                                                    (776,900)          (1,389,800)         (1,050,500)
     Increase in intangible assets                                            (48,700)              (8,600)               -
                                                                      -----------------    ----------------    -----------------

              Net cash used in investing activities                          (825,600)          (1,398,400)         (1,050,500)
                                                                      -----------------    ----------------    -----------------

Cash flows from financing activities:
     Repayment of debt                                                     (1,042,800)                -                   -
     Borrowings from affiliate                                                250,000                 -                   -
     Repayment of borrowings from affiliate                                      -                (250,000)               -
     Deferred loan costs                                                     (113,900)              (4,000)               -
     Due to affiliates                                                       (639,600)             140,700             322,800
                                                                      -----------------    ----------------    -----------------

              Net cash provided by (used in)
                financing activities                                       (1,546,300)            (113,300)            322,800
                                                                      -----------------    ----------------    -----------------

Net increase (decrease) in cash and cash equivalents                         (541,500)             573,100             927,500

Cash and cash equivalents at beginning of year                              1,004,400              462,900           1,036,000
                                                                      -----------------    ----------------    -----------------

Cash and cash equivalents at end of year                           $          462,900   $        1,036,000  $        1,963,500
                                                                      =================    ================    =================





</TABLE>
                 See accompanying notes to financial statements

                                   F-6

<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

FORM OF PRESENTATION

                  Enstar  Income  Program   1984-1,   L.P.,  a  Georgia  limited
partnership (the  "Partnership"),  owns and operates cable television systems in
rural areas of North Carolina, South Carolina and Tennessee.

                  The financial statements do not give effect to any assets that
the partners may have outside of their interest in the  Partnership,  nor to any
obligations, including income taxes, of the partners.

CASH EQUIVALENTS

                  For purposes of the statements of cash flows,  the Partnership
considers all highly liquid debt instruments  purchased with an initial maturity
of three months or less to be cash  equivalents.  The carrying value of cash and
cash  equivalents  approximates  fair  value  due to the short  maturity  of the
instruments.

                  The Partnership has no cash equivalents at December 31, 1999.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

                  Property, plant and equipment are stated at cost. Direct costs
associated  with  installations  in homes  not  previously  served  by cable are
capitalized as part of the distribution  system,  and reconnects are expensed as
incurred.  For financial  reporting,  depreciation  and amortization is computed
using the straight-line method over the following estimated useful lives:

                  Cable television systems                   5-15 years
                  Vehicles                                      3 years
                  Furniture and equipment                     5-7 years
                  Leasehold improvement                   Life of lease

FRANCHISE COST

                  The excess of cost over the fair values of tangible assets and
customer  lists of cable  television  systems  acquired  represents  the cost of
franchises.  In addition,  franchise cost includes capitalized costs incurred in
obtaining new franchises and the renewal of existing franchises. These costs are
amortized  using the  straight-line  method  over the  lives of the  franchises,
ranging up to 15 years. The Partnership  periodically evaluates the amortization
periods of these intangible  assets to determine whether events or circumstances
warrant  revised  estimates  of useful  lives.  Costs  relating to  unsuccessful
franchise  applications  are charged to expense when it is  determined  that the
efforts to obtain the franchise  will not be successful.  The  Partnership is in
the process of negotiating the renewal of expired franchise  agreements for four
of the  Partnership's  22  franchises,  which include  approximately  54% of the
Partnership's basic subscribers at December 31, 1999.

DEFERRED LOAN COSTS AND OTHER DEFERRED CHARGES

                  Costs related to obtaining new loan agreements are capitalized
and  amortized  to interest  expense over the life of the loan.  Other  deferred
charges are amortized using the straight-line method over two years.

                                      F-7
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued)

RECOVERABILITY OF ASSETS

                  The   Partnership   assesses   on   an   ongoing   basis   the
recoverability  of intangible and capitalized plant assets based on estimates of
future  undiscounted  cash  flows  compared  to net book  value.  If the  future
undiscounted  cash flow estimate  were less than net book value,  net book value
would then be reduced to estimated fair value, which would generally approximate
discounted cash flows. The Partnership  also evaluates the amortization  periods
of assets,  including  franchise costs and other intangible assets, to determine
whether events or circumstances warrant revised estimates of useful lives.

REVENUE RECOGNITION

                  Revenues from customer fees,  equipment rental and advertising
are recognized in the period that services are delivered.  Installation  revenue
is recognized in the period the installation services are provided to the extent
of direct selling costs.  Any remaining  amount is deferred and recognized  over
the estimated  average period that customers are expected to remain connected to
the cable television system.

INCOME TAXES

                  As a partnership,  Enstar Income Program 1984-1,  L.P. pays no
income taxes. All of the income,  gains,  losses,  deductions and credits of the
Partnership are passed through to its partners.  The basis in the  Partnership's
assets and  liabilities  differs for financial and tax  reporting  purposes.  At
December 31, 1999,  the book basis of the  Partnership's  net assets exceeds its
tax basis by $1,421,300.

                  The accompanying  financial statements,  which are prepared in
accordance  with  generally  accepted  accounting  principles,  differ  from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code. The net effect of these
accounting  differences is that net income for 1999 in the financial  statements
is $355,500 more than tax income of the Partnership for the same period,  caused
principally by timing differences in depreciation expense.

ADVERTISING COSTS

                  All advertising costs are expensed as incurred.

EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

                  Earnings  and losses  have been  allocated  99% to the limited
partners and 1% to the general partner.  Earnings and losses per unit of limited
partnership  interest  are  based  on  the  weighted  average  number  of  units
outstanding  during  the  year.  The  General  Partner  does  not own  units  of
Partnership  interest  in the  Partnership,  but  rather  holds a  participation
interest in the income, losses and distributions of the Partnership.

USE OF ESTIMATES

                  The  preparation  of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                      F-8
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued)

RECLASSIFICATIONS

                  Certain prior years amounts have been  reclassified to conform
to the 1999 presentation.

NOTE 2 - PARTNERSHIP MATTERS

                  The  Partnership  was formed  December  12,  1983 to  acquire,
construct,   improve,   develop  and  operate  cable  television  systems.   The
partnership  agreement  provides  for  Enstar  Communications  Corporation  (the
"General  Partner") and Robert T. Graff,  Jr. to be the general partners and for
the  admission  of  limited  partners  through  the  sale  of  interests  in the
Partnership.  Sale of interests in the  Partnership  began in February 1984, and
the initial closing took place in May 1984. The  Partnership  continued to raise
capital  until  $7,500,000  (the  maximum)  was  sold  by  September  1984.  The
Partnership  acquired its first property subsequent to the initial closing.  The
Partnership acquired several other operating properties during 1984 and 1985.

                  On  September  30,  1988,  Falcon  Cablevision,  a  California
limited  partnership,  purchased  all of the  outstanding  capital  stock of the
General  Partner.  On September  10, 1993,  the General  Partner,  purchased the
general  partnership  interest held by Robert Graff, Jr., the individual general
partner, in Enstar Income Program 1984-1, L.P. and five affiliated partnerships.
The purchase was made pursuant to an agreement  dated August 9, 1988 and amended
September  10, 1993,  by and among  Enstar  Communications  Corporation,  Falcon
Cablevision and Robert Graff, Jr. Following the purchase,  Enstar Communications
Corporation  became the sole general  partner of Enstar Income  Program  1984-1,
L.P.

                  On September 30, 1998,  Falcon Holding Group,  L.P.  ("FHGLP")
acquired   ownership   of  the  General   Partner   from   Falcon   Cablevision.
Simultaneously  with the closing of that  transaction,  FHGLP contributed all of
its existing cable television system operations to Falcon  Communications,  L.P.
("FCLP"),  a California limited partnership and successor to FHGLP. FHGLP served
as the  managing  partner of FCLP,  and the general  partner of FHGLP was Falcon
Holding Group, Inc., a California  corporation  ("FHGI").  On November 12, 1999,
Charter Communications Holding Company, LLC, ("Charter"), acquired the ownership
of FCLP and the General  Partner.  The General  Partner,  Charter and affiliated
companies are responsible  for the day-to-day  management of the Partnership and
its operations.

                  The  partnership   agreement   generally   provides  that  all
partnership  profits,  gains,  losses,  credits,  and cash distributions (all as
defined) from  operations or liquidation be allocated 1% to the general  partner
and 99% to the  limited  partners  until  the  limited  partners  have  received
distributions  of cash  flow  from  operations  and/or  cash  flow  from  sales,
refinancing, or liquidation of systems equal to their initial investment.  After
the limited partners have received cash flow equal to their initial  investment,
the general partner will only receive a one percent allocation of cash flow from
liquidating  a system until the limited  partners have received an annual simple
interest  return  of  at  least  18%  of  their  initial   investment  less  any
distributions from previous system liquidations. Thereafter, allocations will be
made 15% to the general partner and 85% to the limited partners. All allocations
to  individual  limited  partners  will be  based on  their  respective  capital
accounts.  Upon  dissolution of the  Partnership,  any negative  capital account
balances  remaining  after all allocations  and  distributions  are made must be
funded by the respective partners.

                  The  partnership  agreement  limits  the  amount  of debt  the
Partnership may incur.

                                      F-9
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================

NOTE 3 - POTENTIAL SALE OF PARTNERSHIP ASSETS

                  In  accordance  with the  partnership  agreement,  the General
Partner has implemented a plan for liquidating  the  Partnership.  In connection
with that  strategy,  the General  Partner has entered into an agreement  with a
cable broker to market the Partnership's cable systems to third parties.  Should
the Partnership  receive offers from third parties for such assets,  the General
Partner  will  prepare a proxy for  submission  to the limited  partners for the
purpose of approving or disapproving  such sale. Should such a sale be approved,
the General  Partner will proceed to liquidate  the  Partnership  following  the
settlement of its final liabilities.  The General Partner can give no assurance,
however,  that it will be able to  generate  a sale of the  Partnership's  cable
assets. The financial  statements do not reflect any adjustments that may result
from the outcome of this  uncertainty.  On May 27,  1999,  the  General  Partner
signed a non-binding letter of intent to sell the Partnership's  cable system in
Kershaw,  South Carolina to Catawba  Services,  Inc. but the parties have yet to
reach a definitive  agreement  regarding the sale. As of December 31, 1999,  the
Partnership had incurred costs of approximately  $18,800 related to the possible
sale, which have been expensed.

NOTE 4 - INSURANCE CLAIM RECEIVABLE

                  Insurance claim  receivable at December 31, 1999 represents an
uncollected  claim arising from storm related damage to the  Partnership's  Snow
Hill, North Carolina cable system in September 1999. The Partnership  recognized
a loss of  $113,300 in 1999  reflecting  the net  carrying  value of the damaged
assets over the anticipated insurance reimbursement.  The deductible amounted to
$92,000 and was funded from available cash reserves and operating cash flow. The
Partnership   anticipates  that  the  claim  will  be  adjusted  for  additional
storm-related expenditures in 2000.

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment consist of:

                                                           December 31,
                                             -----------------------------------
                                                  1998                1999
                                             ---------------      --------------


Cable television systems                   $     14,819,300    $     15,527,300
   Vehicles, furniture and
     equipment, and leasehold
     improvements                                   390,700             455,800
                                             ----------------     --------------


                                                 15,210,000          15,983,100

   Less accumulated depreciation and
     amortization                               (11,094,500)        (11,793,400)
                                             ----------------     --------------

                                           $      4,115,500     $     4,189,700
                                              ================    ==============

                                      F-10
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================


NOTE 6 - NOTE PAYABLE - AFFILIATE

                  The  Partnership  is party  to a loan  agreement  with  Enstar
Finance  Company,  LLC ("EFC"),  a subsidiary of the General  Partner.  The loan
agreement provides for a revolving loan facility of $7,481,700 (the "Facility").
The  Partnership  repaid  its  outstanding  borrowings  in  1998,  although  the
Partnership may reborrow under the Facility in the future for the upgrade of the
Partnership's  systems. On November 12, 1999, in connection with the sale of the
General Partner to Charter, the Facility was reduced to $4,800,000.

                  The  Partnership's  Facility  matures on August 31,  2001,  at
which  time  all  amounts  then  outstanding  are due in full.  Borrowings  bear
interest at the lender's  base rate (8.5% at December 31, 1999) plus 0.625%,  or
at an offshore rate plus 1.875%. Under certain circumstances, the Partnership is
required to make mandatory  prepayments,  which  permanently  reduce the maximum
commitment under the Facility.  Borrowings under the Partnership's  Facility are
collateralized  by  substantially  all assets of the  Partnership.  The Facility
contains certain  financial tests and other covenants  including,  among others,
restrictions  on  incurrence  of  indebtedness,  investments,  sales of  assets,
acquisitions and other covenants, defaults and conditions. The Facility does not
restrict  the payment of  distributions  to partners  unless an event of default
exists  thereunder  or the  Partnership's  ratio of debt to cash flow is greater
than 4 to 1. The General Partner believes that the Partnership was in compliance
with the covenants at December 31, 1999. See Note 7.

                  The General  Partner  contributed  $462,300 of its  receivable
balance due from the  Partnership  for deferred  management  fees and reimbursed
expenses as an equity  contribution  to EFC. This balance remains an outstanding
obligation of the Partnership.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

                  The   Partnership   leases   buildings   associated  with  the
franchises under operating leases expiring in various years through 2006.

                  Future minimum rental  payments  under  non-cancelable  leases
having  remaining  terms in excess of one year as of  December  31,  1999 are as
follows:

       Year                                 Amount
  ---------------                         ------------

     2000                              $       12,500
     2001                                      11,900
     2002                                       6,100
     2003                                       5,400
     2004                                       5,400
     Thereafter                                10,800
                                          ------------
                                       $       52,100
                                          ============

                  Rentals,  other  than  pole  rentals,  charged  to  operations
amounted to $31,800,  $33,000 and $31,000 in 1997, 1998 and 1999,  respectively.
Total expense  charged to operations for pole rentals was $99,900,  $105,800 and
$99,400 in 1997, 1998 and 1999, respectively.

                  Other commitments include approximately $4,400,000 at December
31, 1999 to upgrade the  Partnership's  cable systems in eight franchise  areas.
Franchise  agreements for the eight required  upgrades specify  completion dates
ranging from June 2000 to February 2002.

                                      F-11
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================


NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

                  The city of Covington,  Tennessee  rejected the  Partnership's
franchise  renewal proposal in June 1999. The franchise  agreement with the city
expired in 1994 and the  Partnership  has  continued to operate its cable system
there and pay  franchise  fees to the city.  In March  2000,  Charter  submitted
another proposal to the city on behalf of the Partnership. The city is currently
reviewing the proposed terms against a competing proposal to award the franchise
to a municipal utility.  There can be no assurance that the city will accept the
Charter proposal.  Should the city revoke the Partnership's right to operate its
system in Covington,  the loss of subscribers  would have a significant  adverse
impact on the Partnership's financial condition and results of operations.

                  In January 2000, the franchise authority in Bolivar, Tennessee
authorized  its  municipal  utility to construct  and operate a competing  cable
system in that franchise area. The  Partnership's  franchise  agreement with the
city expired in 1995. As it has in Covington,  the  Partnership has continued to
operate its cable  system in Bolivar  and pay  franchise  fees to the  franchise
authority.  Although the  municipal  utility has not  obtained  funds to build a
cable system, the Partnership's  management  believes that if a competing system
were  built,  the  loss of  subscribers  would  have an  adverse  impact  on the
Partnership's financial condition and results of operations.  Additionally,  the
loss of  either  franchise  would  constitute  an event  of  default  under  the
Partnership's  loan agreement and would preclude the Partnership  from borrowing
under the  Facility  to  finance  its  franchise-required  rebuilds.  This would
require the Partnership to identify  alternative sources of financing.  See Note
6. As of December 31, 1999, there were 1,761 and 1,279 basic  subscribers in the
cities  of  Covington  and  Bolivar,   respectively   which  together  represent
approximately 30% of the Partnership's basic subscribers at December 31, 1999.

                  The  Partnership is subject to regulation by various  federal,
state and local government  entities.  The Cable Television  Consumer Protection
and  Competition  Act of 1992 (the "1992 Cable Act")  provides for,  among other
things,  federal and local  regulation of rates charged for basic cable service,
cable  programming  service  tiers  ("CPSTs")  and  equipment  and  installation
services.  Regulations  issued in 1993 and significantly  amended in 1994 by the
Federal  Communications  Commission  (the "FCC") have resulted in changes in the
rates charged for the  Partnership's  cable services.  The Partnership  believes
that compliance with the 1992 Cable Act has had a significant negative impact on
its  operations  and cash  flow.  It also  believes  that any  potential  future
liabilities  for refund claims or other  related  actions would not be material.
The  Telecommunications  Act of 1996  (the  "1996  Telecommunications  Act") was
signed  into law on February 8, 1996.  As it pertains to cable  television,  the
1996  Telecommunications  Act,  among other things,  (i) ended the regulation of
certain CPSTs in 1999; (ii) expands the definition of effective competition, the
existence of which displaces rate  regulation;  (iii) eliminates the restriction
against the  ownership  and  operation of cable  systems by telephone  companies
within their local exchange service areas;  and (iv) liberalizes  certain of the
FCC's cross-ownership restrictions.

                  Beginning  in August  1997,  the  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  1999,  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  formerly  owned or managed by FCLP through  November  12, 1999,  and
currently managed by Charter, including the Partnership.

                                      F-12
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

                  Approximately 63% of the Partnership's  subscribers are served
by its system in Brownsville, Tennessee 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.

NOTE 8 - EMPLOYEE BENEFIT PLAN

                  The  Partnership  participates  in a cash or  deferred  profit
sharing  plan (the "Profit  Sharing  Plan")  sponsored  by a  subsidiary  of the
General Partner,  which covers  substantially  all of its employees.  The Profit
Sharing Plan provides that each  participant may elect to make a contribution in
an amount up to 15% of the  participant's  annual  compensation  which otherwise
would  have been  payable  to the  participant  as  salary.  Prior to 1999,  the
Partnership's  contribution  to  the  Profit  Sharing  Plan,  as  determined  by
management,  was  discretionary but could not exceed 15% of the annual aggregate
compensation (as defined) paid to all participating employees. Effective January
1, 1999, the Profit Sharing Plan was amended, whereby the Partnership would make
an employer contribution equal to 100% of the first 3% and 50% of the next 2% of
the participants' contributions.  A contribution of $1,200 was made during 1999.
There were no  contributions  charged against  operations of the Partnership for
the Profit Sharing Plan in 1997 or 1998.

NOTE 9 - TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

                  The Partnership has a management and service  agreement with a
wholly-owned  subsidiary of the General  Partner (the  "Manager")  for a monthly
management fee of 5% of gross receipts,  as defined,  from the operations of the
Partnership.  Management fee expense was $268,500,  $261,100 and $254,500 during
1997, 1998 and 1999, respectively.

                  In addition to the monthly  management  fee,  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 General  Partner and its  subsidiaries  are charged a
proportionate  share of  these  expenses.  Charter  and its  affiliates  provide
management services for the Partnership. Such services were provided by FCLP and
its affiliates  prior to November 12, 1999.  Corporate  office  allocations  and
district office expenses are charged to the properties served based primarily on
the respective  percentage of basic  customers or homes passed  (dwelling  units
within a system) within the designated  service areas.  The total amount charged
to the Partnership for these services was $335,100, $399,200 and $335,900 during
1997, 1998 and 1999, respectively.

                  Payments  of  management  fees and  reimbursed  expenses  were
deferred in prior years pursuant to  restrictions  imposed by the  Partnership's
previous  note  payable   agreement.   The   cumulative   amount   deferred  was
approximately  $1,081,300.  On September 30, 1997, the Partnership  obtained new
financing and subsequently  used such borrowings and other available cash to pay
$619,000 of previously  deferred  management fees and reimbursed  expenses.  The
remainder of these deferred amounts was contributed as an equity contribution by
the General  Partner to EFC. In the normal course of business,  the  Partnership
pays commitment fees to EFC. See Note 6.

                  The  Partnership   also  receives   certain  system  operating
management  services from  affiliates of the General  Partner in addition to the
Manager.  The  Partnership  reimburses the affiliates for its allocable share of
the affiliates'  operational  costs. The total amount charged to the Partnership
for these costs  approximated  $104,300,  $26,900 and $44,500 in 1997,  1998 and
1999,  respectively.  No  management  fee is  payable to the  affiliates  by the
Partnership and there is no duplication of reimbursed expenses and costs paid to
the Manager.

                                      F-13
<PAGE>
                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================


NOTE 9 - TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (Continued)


                  Substantially  all  programming  services  had been  purchased
through FCLP, and since November 12, 1999, have been purchased  through Charter.
FCLP  charged the  Partnership  for these costs based on an estimate of what the
General  Partner  could  negotiate  for  such  programming  services  for the 15
partnerships  managed by the  General  Partner as a group.  Charter  charges the
Partnership  for  these  costs  based on its  costs.  The  Partnership  recorded
programming fee expense of $1,195,900,  $1,161,700 and $1,192,800 in 1997, 1998,
and 1999,  respectively.  Programming  fees are included in service costs in the
statements of operations.

NOTE 10 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                  During the years ended December 31, 1997,  1998 and 1999, cash
paid for interest amounted to $107,100, $103,900 and $92,400, respectively.


                                      F-14

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number   Description
------   -----------

3        The Sixteenth Amended and Restated Agreement of Limited  Partnership of
         Enstar Income Program 1984-1, L.P., Dated as of August 1, 1988(3)

10.1     Management  Agreement  between  Enstar Income Program 1984-1 and Enstar
         Cable Corporation(1)

10.2     Revolving Credit and Term Loan Agreement dated April 10, 1985,  between
         Enstar Income  Program  1984-1,  L.P. and Rhode Island  Hospital  Trust
         National Bank, as amended(2)

10.3     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive community antenna television franchise for Greene County,
         North Carolina(2)

10.4     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the City of
         Hookerton, North Carolina(2)

10.5     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the City of
         Kershaw, South Carolina(2)

10.6     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna television  franchise for York County,
         South Carolina(2)

10.7     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the City of
         Covington, Tennessee(2)

10.8     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive community antenna television franchise for Tipton County,
         Tennessee(2)

10.9     Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the City of
         Brownsville, Tennessee(2)

10.10    Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the City of
         Bolivar, Tennessee(2)

10.11    Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the City of
         Riverhills, South Carolina(2)

10.12    Amendment No. 6 to Revolving Credit and Term Loan Agreement dated April
         10, 1985 between  Enstar Income Program  1984-1,  L.P. and Rhode Island
         Hospital Trust National Bank, dated as of January 26, 1990(4)

10.13    Service Agreement  between Enstar  Communications  Corporation,  Enstar
         Cable Corporation and Falcon Holding Group, Inc. dated as of October 1,
         1988(4)

10.14    Easement  agreement and related documents thereto granting an agreement
         for the purpose of constructing,  maintaining and operating a community
         antenna television system in River Hills Plantation, South Carolina.(5)

10.15    Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television  franchise for the Town of
         Heath Springs, South Carolina.(5)


10.16    Amendment No. 6 to Revolving Credit and Term Loan Agreement dated April
         10, 1985 between Enstar Income Program 1984-1 and Rhode Island Hospital
         Trust National Bank, dated January 26, 1990.(5)

10.17    Amendment No. 7 to Revolving Credit and Term Loan Agreement dated April
         10, 1985 between Enstar Income Program 1984-1 and Rhode Island Hospital
         Trust National Bank, dated November 30, 1990.(5)

                                      E-1
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number   Description
------   -----------

10.18    Amendment No. 8 to Revolving Credit and Term Loan Agreement dated April
         10, 1985 between Enstar Income Program 1984-1 and Rhode Island Hospital
         Trust National Bank, dated April 1, 1991.(6)

10.19    Franchise   Ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  franchise  for  Hardeman
         County, Tennessee.(6)

10.20    Amendment No. 9 to Revolving Credit and Term Loan Agreement dated April
         10, 1985 between Enstar Income Program 1984-1 and Rhode Island Hospital
         Trust National Bank, dated June 17, 1992.(7)

10.21    Amendment  No. 10 to  Revolving  Credit and Term Loan  Agreement  dated
         April 10, 1985 between  Enstar Income  Program  1984-1 and Rhode Island
         Hospital Trust National Bank, dated March 29, 1993.(7)

10.22    Amendment  No. 11 to  Revolving  Credit and Term Loan  Agreement  dated
         April 10, 1985 between  Enstar Income  Program  1984-1 and Rhode Island
         Hospital Trust National Bank, dated March 29, 1994. (8)

10.23    Amendment  No. 12 to  Revolving  Credit and Term Loan  Agreement  dated
         April 10, 1985 between  Enstar Income  Program  1984-1 and Rhode Island
         Hospital Trust National Bank, dated March 31, 1995.(9)

10.24    Amendment  No. 13 to  Revolving  Credit and Term Loan  Agreement  dated
         April 10, 1985 between  Enstar Income  Program  1984-1 and Rhode Island
         Hospital Trust National Bank, dated March 27, 1996.(10)

10.25    Amendment  No. 14 to  Revolving  Credit and Term Loan  Agreement  dated
         April 10, 1985 between  Enstar Income  Program  1984-1 and Rhode Island
         Hospital Trust National Bank, dated October 31, 1996.(11)

10.26    Loan Agreement  between Enstar Income Program  1984-1,  L.P. and Enstar
         Finance Company, LLC dated September 30, 1997.(12)

10.27    Franchise   Ordinance   granting  a  non-exclusive   community  antenna
         television franchise for Greene County, North Carolina.(13)

10.28    Franchise   Ordinance   granting  a  non-exclusive   community  antenna
         television franchise for the Town of Grifton, North Carolina.(14)

10.29    Franchise   Ordinance   granting  a  non-exclusive   community  antenna
         television franchise for the Town of Heath Springs, the Town of Kershaw
         and Lancaster County, South Carolina.(15)

21.1     Subsidiaries: None.

27.1     Financial Data Schedule.

                                   E-2

<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number   Description
------   -----------


                               FOOTNOTE REFERENCES
                               -------------------


(1)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1986.

(2)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1987.

(3)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1988.

(4)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1989.

(5)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1990.

(6)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1991.

(7)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No.  0-13333 for the quarter  ended June 30,
         1993.

(8)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1993.

(9)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1994.

(10)     Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-13333  for the  fiscal  year  ended
         December 31, 1995.

(11)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No. 0-13333 for the quarter ended  September
         30, 1996.

(12)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No. 0-13333 for the quarter ended  September
         30, 1997.

(13)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No.  0-13333 for the quarter ended March 31,
         1999.

(14)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No.  0-13333 for the quarter  ended June 30,
         1999.

(15)     Incorporated by  reference to the  exhibits to the Registrant's Annual
         Report on Form 10-K, File No.0-13333 for the fiscal year ended December
         31, 1998.


                                      E-3