<PAGE>

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

                       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, 2001

                                       OR

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

            For the transition period from __________to_________

                        Commission File Number: 000-13333

                       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)

         12405 Powerscourt Drive
           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>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          2001 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                       PART I                                              Page
                                                                                                           ----
<S>                                                                                                          <C>
Item 1.      Business.....................................................................................    3
Item 2.      Properties...................................................................................   18
Item 3.      Legal Proceedings............................................................................   18
Item 4.      Submission of Matters to a Vote of Security Holders..........................................   18

                                                      PART II

Item 5.      Market for the Registrant's Equity Securities and Related Security Holder
             Matters......................................................................................   19
Item 6.      Selected Financial Data......................................................................   20
Item 7.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations........................................................................   21
Item 7A.     Quantitative and Qualitative Disclosures about Market Risk...................................   28
Item 8.      Financial Statements and Supplementary Data..................................................   28
Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure.....................................................................   28

                                                     PART III

Item 10.     Directors and Executive Officers of the Registrant...........................................   29
Item 11.     Executive Compensation.......................................................................   32
Item 12.     Security Ownership of Certain Beneficial Owners and Management...............................   33
Item 13.     Certain Relationships and Related Transactions...............................................   34

                                                      PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............................   36
Signatures   .............................................................................................   37
</TABLE>

This Annual Report on Form 10-K is for the year ended December 31, 2001. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. In addition, information that we file with the Securities and Exchange
Commission in the future will automatically update and supersede information
contained in this Annual Report. In this Annual Report, "we," "us," and "our"
refers to Enstar Income Program 1984-1, L.P.


                                     - 2 -
<PAGE>

                                     PART I

Item 1. BUSINESS

Introduction

            Enstar Income Program 1984-1, L.P., a Georgia limited partnership
(the "Partnership"), is engaged in the ownership and operation of cable
television systems serving approximately 7,600 basic customers at December 31,
2001 in and around the cities of Bolivar, Brownsville and Covington, Tennessee
and Snow Hill, North Carolina.

            The General Partner of the Partnership is Enstar Communications
Corporation, a Georgia corporation (the "Corporate General Partner"). Since its
incorporation in Georgia in 1982, the Corporate General Partner has been engaged
in the cable/telecommunications business, both as a General Partner of 14
Limited Partnerships formed to own and operate cable television systems and
through a wholly-owned operating subsidiary. As of December 31, 2001, the
Corporate General Partner managed cable television systems serving approximately
68,500 basic customers. On November 12, 1999, the Corporate General Partner
became an indirect controlled subsidiary of Charter Communications, Inc. ("
Charter"), the nation's fourth largest cable operator, serving approximately
seven million customers. The Corporate General Partner is responsible for
day-to-day management of the Partnership and its operations. Charter and its
affiliates provide management and other services to the Partnership, for which
they receive a management fee and reimbursement of expenses. The principal
executive offices of the Partnership and the Corporate General Partner are
located at 12405 Powerscourt Drive, St. Louis, MO 63131-0555 and their telephone
number is (314) 965-0555.

Proposed Sale of Assets

            The Partnership's Corporate General Partner continues to operate the
Partnership's cable television systems while investigating potential divestiture
transactions for the benefit of its unitholders.

            In 1999, the Corporate General Partner sought purchasers for all of
the cable television systems of the Partnership and other affiliated
Partnerships of which the Corporate General Partner is also the general partner.
This effort was undertaken primarily because, based on the Corporate General
Partner's experience in the cable television industry, it was concluded that
generally applicable market conditions and competitive factors were making (and
would increasingly make) it extremely difficult for smaller operators of rural
cable systems (such as the Partnership and the other affiliated partnerships) to
effectively compete and be financially successful. This determination was based
on the anticipated cost of electronics and additional equipment to enable the
Partnership's systems to operate on a two-way basis with improved technical
capacity, insufficiency of the Partnership's cash reserves and cash flows from
operations to finance such expenditures, limited customer growth potential due
to the Partnership's systems' rural location, and a general inability of a small
cable system operator such as the Partnership to benefit from economies of scale
and the ability to combine and integrate systems that large cable operators
have.

            The Corporate General Partner believes that if the Partnership were
to make comprehensive additional upgrades to enable the variety of enhanced and
competitive services available in today's marketplace, particularly in light of
the potential overbuilds and the high cost of two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, so that making these
upgrades would not be economically prudent. Furthermore, in Covington,
Tennessee, the city has sold bonds and expects to launch cable service over its
new system in April 2002, and has also resolved not to renew the Partnership's
franchise. In Bolivar, Tennessee, the local municipal utility has received a
franchise to operate a competing cable system. Thus, only limited plant upgrades
have been


                                     - 3 -
<PAGE>

made, and generally only where necessary to meet the requirements of existing
franchises or when believed to be economically viable.

            As a result of the Corporate General Partner's attempts to sell its
systems, on November 30, 2000, the Partnership completed the closing of the sale
of its cable systems serving Kershaw, South Carolina to an unrelated purchaser
for $5,250,000 (subject to normal closing adjustments). Final proceeds from the
sale, after closing adjustments were $5,229,500, resulting in a gain on sale of
cable system of $4,349,800. On October 10, 2000, a distribution of approximately
$4,938,600, or approximately $165 per limited partnership unit, was made
resulting from this sale.

            Also in 2000, as a result of marketing efforts using an independent
broker experienced in the sale of cable systems, the Partnership, together with
certain affiliated partnerships for which the Corporate General partner also
served as a General Partner (collectively, the "Gans Selling Partnerships"),
entered into a purchase and sale agreement, dated as of June 21, 2000, as
amended as of September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The
Gans Agreement provided for Gans to acquire the assets comprising the
Partnership's systems, as well as certain assets of the other Gans Selling
Partnerships. Following a series of discussions and meetings, the Partnership
and Gans determined that they were not able to agree on certain further
amendments to the Gans Agreement required to satisfy conditions precedent to
close the transactions. In light of these conditions and existing economic and
financial market conditions, and their impact on Gans' inability to arrange
financing in order to close the acquisitions, on April 18, 2001, the parties
agreed to terminate the Gans Agreement.

            Following termination of the Gans Agreement, the broker continues to
market the Partnership's systems. However, the Corporate General Partner can
give no assurance of when or if the Partnership systems will be sold.

Description of the Partnership's Systems

            The table below sets forth operating statistics for our cable
television systems as of December 31, 2001:

<TABLE>
<CAPTION>
                                                                                                            Average
                                                                                                            Monthly
                                                                         Premium                            Revenue
                         Homes          Basic            Basic           Service          Premium          Per Basic
    System Name        Passed(1)      Customers      Penetration(2)      Units(3)      Penetration(4)     Customer(5)
--------------------   ----------   -------------   ----------------   ------------   ----------------   -------------
<S>                      <C>            <C>              <C>              <C>              <C>               <C>
Snow Hill, NC             5,614         1,405            25.0%            1,266            90.1%             $39.72

Brownsville, TN          16,427         6,230            37.9%            2,804            45.0%             $40.83
                       ----------   -------------                      ------------

Total                    22,041         7,635            34.6%            4,070            53.3%             $40.62
                       ==========   =============                      ============
</TABLE>

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

      (2) Basic penetration represents basic customers as a percentage of homes
passed by cable transmission lines.

      (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 penetration represents 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 customer has been computed based on
revenue for the year ended December 31, 2001, divided by twelve months, divided
by the actual number of basic customers at the end of the year.


                                     - 4 -
<PAGE>

Services, Marketing and Prices

      Our cable television systems offer customers various levels of cable
services consisting of:

      o     broadcast television signals of local network, independent and
            educational stations;
      o     a limited number of television signals originating from distant
            cities, such as WGN;
      o     various satellite delivered, non-broadcast channels, such as CNN,
            MTV, The USA Network, ESPN, TNT, and The Disney Channel;
      o     programming originated locally by the cable television system, such
            as public, educational and government access programs; and
      o     digital services delivered over a small system digital .

            For an extra monthly charge, our cable television systems also offer
premium television services to their customers. These services, such as 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 "Regulation and Legislation."

            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 revenues 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.

            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 packages of satellite delivered services and
premium services. 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 Cable Television Consumer Protection
and Competition Act of 1992 (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 Federal Communications
Commission's ("FCC") definition. Currently, none of our cable television systems
are subject to effective competition. See "Regulation and Legislation."

            At December 31, 2001, our monthly prices for basic cable service for
residential customers, including certain discounted prices, ranged from $11.95
to $24.52 and our premium price 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 price in exchange for
single-point billing and basic service to all units. These prices are also
subject to regulation.


                                     - 5 -
<PAGE>

Programming

            We purchase basic and premium programming for our systems from
Charter based on Charter's actual cost. Charter's programming costs are
generally based on a fixed fee per customer or a percentage of the gross
receipts for the particular service. Charter's programming contracts are
generally for a fixed period of time and are subject to negotiated renewal.
Accordingly, no assurances can be given that Charter's, and correspondingly our,
programming costs will not continue to 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 due to
additional programming being provided to basic customers. In addition we face
higher costs to carry local broadcast channels who elect retransmission carriage
agreements. Programming costs have increased in the past, and are expected to
continue to increase due to increased costs to produce or purchase cable
programming (generally with particularly significant increases occurring with
respect to sports programming), inflationary increases and other factors.

Cable System and Technology

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

            The Partnership's capital expenditures for recent upgrades have been
made with available funds, primarily designed to satisfy the requirements of
franchise agreements. These upgrades have enhanced the economic value of the
Partnership's systems. The Partnership has four headends that generally operate
at 300-330 megahertz. As a result of limited plant and technological upgrades
already made, the franchises fed from the Snow Hill, North Carolina headend have
a small system digital solution that includes a digital set top terminal, an
interactive electronic programming guide, 45 channels of CD quality digital
music, a menu of pay-per-view channels and at least 30 additional digital
channels. Certain digital packages also offer customers one or more premium
channels with "multiplexes." Multiplexes give customers access to several
different versions of the same premium channels which are varied as to time of
broadcast (such as east and west coast time slots) or programming content and
theme (such as westerns and romance). The Bolivar, Brownsville and Covington,
Tennessee headends have no available channel capacity to accommodate the
addition of new channels or to provide pay-per-view offerings to customers.

            Significant capital would be required for a comprehensive plant and
head-end upgrade sufficient to activate two-way capability sufficient to enable
high-speed cable modem Internet service and other interactive services, as well
as to increase channel capacity and allow a greater variety of video services
and new products. The estimated cost of all of these comprehensive upgrades
would be approximately $12.2 million (for an upgrade to 550 megahertz capacity)
and $14.6 million (for an upgrade to 870 megahertz capacity). Given the
potential overbuilds that exist in Tennessee, the high cost of this
comprehensive upgrade plan, the limited funds available, and the belief that
such a plan is not economically prudent, the Corporate General Partner does not
presently anticipate that it will proceed with a comprehensive upgrade plan.
Provided there are available funds, the Corporate General Partner will, however,
continue to make upgrades required by franchise agreements and will continue to
evaluate alternative, cost-effective solutions to increase channel capacity,
pay-per-view services, and digital services which would enhance the value of the
Partnership's systems and be economically prudent.


                                     - 6 -
<PAGE>

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 internal training programs for
employees, including our regional managers, that focus on our operations and
employee interaction with customers. The effectiveness of our training programs
relating to 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.

Franchises

            As of December 31, 2001, we operated cable systems in 17 franchise
areas, pursuant to permits and similar authorizations issued by local and state
governmental authorities. Each franchise is awarded by a governmental authority
and may not be transferable unless the granting governmental authority consents.
Most franchises are subject to termination proceedings in the event of a
material breach. In addition, franchises can require us to pay the granting
authority a franchise fee of up to 5% of gross revenues as defined by the
franchise agreements, which is the maximum amount that may be charged under the
applicable law.

            Prior to the scheduled expiration of most franchises, we initiate
renewal proceedings with the granting authorities. The Cable Communications
Policy Act of 1984 (the "1984 Cable Act") provides for, among other things, an
orderly franchise renewal process in which franchise renewal will not be
unreasonably withheld or, if renewal is denied the franchising authority may
acquire ownership of the system or effect a transfer of the system to another
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 "Regulation
and Legislation." In connection with the franchise renewal process, many
governmental authorities require the cable operator to make certain commitments,
such as technological upgrades to the system. Although historically we have been
able to renew our franchises without incurring significant costs, we cannot
assure you that any particular franchise will be renewed or that it can be
renewed on commercially favorable terms. Our failure to obtain renewals of our
franchises, especially those in major metropolitan areas where we have the most
customers, would have a material adverse effect on our business, results of
operations and financial condition.

            Under the 1996 Telecommunications Act ("1996 Telecom Act"), state
and local authorities are prohibited from limiting, restricting or conditioning
the provision of telecommunications services. They may, however, impose
"competitively neutral" requirements and manage the public rights-of-way.
Granting authorities may not require a cable operator to provide
telecommunications services or facilities, other than institutional networks, as
a condition of an initial franchise grant, a franchise renewal, or a franchise
transfer. The 1996 Telecom Act also limits franchise fees to an operator's
cable-related revenues and clarifies that they do not apply to revenues that a
cable operator derives from providing new telecommunications services.

            Cable television systems are generally constructed and operated
under non-exclusive franchises granted by local governmental authorities. The
franchise agreements 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


                                     - 7 -
<PAGE>

public institutions; and the maintenance of insurance and indemnity bonds. The
provisions of local franchise agreements are subject to federal regulation under
the 1984 Cable Act, the 1992 Cable Act and the 1996 Telecom Act. See "Regulation
and Legislation."

            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 customers
for each group as of December 31, 2001:

<TABLE>
<CAPTION>
                                                                Number of               Percentage of
           Year of                     Number of                  Basic                     Basic
    Franchise Expiration              Franchises                Customers                 Customers
------------------------------   ----------------------    ---------------------    ----------------------
<S>                                          <C>                       <C>                   <C>
   Prior to 2003                              3                        2,891                  37.9%
   2003 - 2007                                8                          965                  12.6%
   2008 and after                             6                        3,779                  49.5%
                                 ----------------------    ---------------------

   Total                                     17                        7,635                 100.0%
                                 ======================    =====================
</TABLE>

            As of December 31, 2001, franchise agreements have expired in three
of our franchise areas where we serve approximately 2,900 basic customers. We
continue to serve these customers while we are in negotiations to renew 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, 2001, all areas were served by franchises.

            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 in Covington and pay franchise
fees to the city. In March 2000, the Corporate General Partner submitted another
proposal to the city on behalf of the Partnership. The city suspended the
hearing to consider the Corporate General Partner's renewal proposal, and in May
2000 issued a resolution denying its consent to transfer controlling interest in
Enstar from an affiliate of Charter. The city will be actively competing with
the Partnership following the completion of the city's cable plant during the
first quarter of 2002. Should the determination not to renew the franchise be
upheld, or if the Partnership did not have the authority to transfer the
affiliate's interest to Charter, then the Partnership would have no right to
continue operations within the city unless the city issued a new franchise. The
loss of the Partnership's franchise and the related loss of customers would have
a significant adverse impact on the Partnership's financial condition and
results of operations. In November 2000, the city sold $5,300,000 in municipal
bonds to finance construction of a municipally owned cable system. The city has
moved forward with its overbuild and we anticipate that it will launch cable
services on its new system in April 2002.

      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. As we have in Covington, the Partnership has continued to
operate our cable system in Bolivar and pay franchise fees to the franchise
authority. Although the municipal utility has still not obtained funds to build
a cable system, we believe that if a competing system were built, the loss of
customers would have an adverse impact on the Partnership's financial condition
and results of operations.

      As of December 31, 2001, the Partnership had approximately 2,400 and 1,400
basic customers in the cities of Covington and Bolivar, respectively.


                                     - 8 -
<PAGE>

Competition

            We face competition in the areas of price, products and services,
and service reliability. We compete with other providers of television signals
and other sources of home entertainment. We operate in a very competitive
business environment which can adversely affect our business and operations.

            Through business developments such as the merger of
Tele-Communications, Inc. and AT&T and the merger of America Online, Inc. (AOL)
and Time Warner Inc., customers have come to expect a variety of services from a
single provider. While these mergers are not expected to have a direct or
immediate impact on our business, they encourage providers of cable and
telecommunications services to expand their service offerings. They also
encourage consolidation in the cable industry, such as the proposed merger of
AT&T Broadband with Comcast Corp., the largest and third largest cable providers
in the country, as cable operators recognize the competitive benefits of a large
customer base and expanded financial resources.

            Our key competitors include:

            DBS. Direct broadcast satellite, known as DBS, is a significant
competitor 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 more than 17 million subscribers nationwide. DBS service allows
the subscriber to receive video and high-speed Internet access 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. However, a change to the copyright laws in
1999 eliminated this legal impediment. As a result, DBS companies now may
retransmit such programming, once they have secured retransmission consent from
the popular broadcast stations they wish to carry, and they faced mandatory
carriage obligations of less popular broadcast stations as of January 2002. In
response to the legislation, DirecTV, Inc. and EchoStar Communications
Corporation have begun carrying 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, and
the DBS companies currently offer local broadcast programming only in the larger
U.S. markets. The DBS industry initiated a judicial challenge to the 2002
requirement mandating carriage of less popular broadcast stations. This lawsuit
alleges that the requirement (similar to the one applicable to cable systems) is
unconstitutional. The federal district court and circuit court both rejected the
DBS industry's constitutional challenge, but the industry is now seeking review
by the U.S. Supreme Court.

            In October 2001, EchoStar and DirecTV, the two largest DBS providers
in the country, announced EchoStar's planned merger with DirecTV, subject to,
among other things, regulatory approval. If approved by regulators and
consummated, the proposed merger would provide expanded transmission capacity
for a single company serving more than 17 million customers. It is unclear what
impact the consolidation of these two companies will have on the competition we
face from the DBS industry. EchoStar and DirecTV have announced, however, that
the merger would afford the surviving entity sufficient capacity to expand the
carriage of local broadcast programming to every U.S. television market.

            DSL. The deployment of digital subscriber line technology, known as
DSL, allows Internet access to subscribers at data transmission speeds greater
than available over conventional telephone lines. DSL service therefore is
competitive with high-speed Internet access over cable systems. Several
telephone companies and other companies offer DSL service. There are bills now
before Congress that would reduce regulation of Internet services offered by
incumbent telephone companies, and the FCC recently initiated a rulemaking
proceeding that could materially reduce existing regulation of DSL service,
essentially freeing such service from traditional telecommunications regulation.
The FCC's decisions and policies in this area are


                                     - 9 -
<PAGE>

subject to change. We cannot predict the likelihood of success of the Internet
access services offered by our competitors, or the impact on our business and
operations of these competitive ventures.

            DSL and other forms of high-speed Internet access provide
competition to our own provision of Internet access. For example, EchoStar and
DirecTV have both begun the provision of high-speed Internet access to
residential consumers. High-speed Internet access also facilitates the streaming
of video into homes and businesses. As the quality and availability of video
streaming over the Internet improve, video streaming may compete with the
traditional delivery of video programming services over cable systems. It is
possible that programming suppliers will consider bypassing cable operators and
market their services directly to the consumer through video streaming over the
Internet.

            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 and data
transmission.

            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 such
a 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 that already possess fiber optic and other transmission lines
in the areas they serve, may over time become competitors. There are a number of
cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. There also has been interest in traditional
overbuilds by private companies. 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.

            As described above under the heading "Franchises," the City of
Covington, Tennessee is expected to operate a competing cable system in April
2002, and the City of Bolivar, Tennessee is another potential overbuilder.

      Telephone Companies and Utilities. The competitive environment has been
significantly affected by technological developments and regulatory changes
enacted under the 1996 Telecommunications Act ("1996 Telecom Act"), which was
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 business. The 1996 Telecom 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.

            Several telephone companies have obtained or are seeking cable
franchises from local governmental authorities and are constructing cable
systems. Some local exchange carriers may choose to make broadband services
available under the open video regulatory framework of the FCC or through
wireless technology. We cannot predict the likelihood of success of the
broadband services offered by our competitors or the impact on us of such
competitive ventures. Although enthusiasm on the part of local exchange carriers
appears to have waned in recent months, the entry of telephone companies as
direct competitors in the video


                                     - 10 -
<PAGE>

marketplace may become more widespread and could adversely affect the
profitability and valuation of established cable systems.

            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 and
customers. Moreover, mergers, joint ventures and alliances among franchise,
wireless or private cable operators, local exchange carriers and others may
result in providers capable of offering cable television, Internet, and
telecommunications services in direct competition with us.

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

            Private Cable. 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 "MDUs", 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.
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. The FCC ruled in 1998 that
private cable operators can lease video distribution capacity from local
telephone companies and distribute cable programming services over public
rights-of-way without obtaining a cable franchise. In 1999, both the Fifth and
Seventh Circuit Courts of Appeals upheld this FCC policy.

            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.

Regulation and Legislation

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

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

            The 1996 Telecom Act required 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.


                                     - 11 -
<PAGE>

            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 were subjected to rate regulation, unless they faced "effective
competition" in their local franchise area. Federal law defines "effective
competition" on a community-specific basis as requiring satisfaction of certain
conditions. These conditions are not typically satisfied in the current
marketplace; hence, most cable systems potentially are subject to rate
regulation. However, with the rapid growth of DBS, it is likely that additional
cable systems will soon qualify for "effective competition" and thereby avoid
further rate regulation.

            Although the FCC 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 service - 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, 2001, approximately 41% of our local franchising
authorities were certified to regulate basic tier rates. Because the 1992 Cable
Act permits communities to certify and regulate prices at any time, it is
possible that additional localities served by the systems may choose to certify
and regulate basic prices in the future.

            For regulated cable systems, the basic service tier rate increases
are governed by a complicated price cap scheme devised by the FCC that allows
for the recovery of inflation and certain increased costs, as well as providing
some incentive for system upgrades. 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 traditional form of rate regulation,
under which a utility is allowed to recover its costs of providing the regulated
service, plus a reasonable profit.

            With regard to cable programming service tiers, which are the
expanded basic programming packages that offer services other than basic
programming and which typically contain satellite-delivered programming, the FCC
historically administered rate regulation of these tiers. Under the 1996 Telecom
Act, however, the FCC's authority to regulate cable programming service tier
rates expired on March 31, 1999. The FCC still adjudicates cable programming
service tier complaints filed prior to that date, but strictly limits its
review, and possible refund orders, to the time period prior to March 31, 1999.
As of December 31, 2001, we had no cable programming service tier rate
complaints pending at the FCC. The elimination of cable programming service tier
regulation affords us substantially greater pricing flexibility.

            Premium cable services offered on a per-channel or per-program basis
remain unregulated under both the 1992 Cable Act and the 1996 Telecom Act.
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 expires in October 2002. The 1996 Telecom 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 and Pole Attachment Rates. The
1996 Telecom 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


                                     - 12 -
<PAGE>

any entity from providing any interstate or intrastate telecommunications
service. A cable operator is authorized under the 1996 Telecom 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 if the operator provides telecommunications
service, as well as cable service, over its plant. The FCC clarified that a
cable operator's favorable pole rates are not endangered by the provision of
Internet access, and that approach ultimately was upheld by the United States
Supreme Court.

            Cable entry into telecommunications will be affected by the rulings
and regulations implementing the 1996 Telecom Act, including the rules governing
interconnection. A cable operator offering telecommunications services generally
needs efficient interconnection with other telephone companies to provide a
viable service. A number of details designed to facilitate interconnection are
subject to ongoing regulatory and judicial review, but the basic obligation of
incumbent telephone companies to interconnect with competitors, such as cable
companies offering telephone service, is well established. Even so, the economic
viability of different interconnection arrangements can be greatly affected by
regulatory changes. Consequently, we cannot predict whether reasonable
interconnection terms will be available in any particular market we may choose
to enter.

            Internet Service. Over the past several years, proposals have been
advanced at the FCC and Congress that would require cable operators to provide
non-discriminatory access to unaffiliated Internet service providers and online
service providers. Several local franchising authorities actually adopted
mandatory "open access" requirements, but various federal courts have rejected
each of these actions, relying on different legal theories.

            In March 2002, the FCC ruled that cable modem service (that is, the
provision of high speed internet access over cable system infrastructure) is an
interstate information service, rather than a cable or telecommunications
service. This classification should leave cable modem service exempt from the
burdens associated with traditional cable and telecommunications regulation.
Indeed, the FCC tentatively concluded that revenue earned from the provision of
cable service is not subject to local cable franchise fee assessments. With
regard to the open access question, the FCC specifically held that, regardless
of classification, regulatory forbearance should now apply.

            The full consequences of classifying cable modem service as an
interstate information service are not yet fully known. The FCC is already
considering whether providers of cable modem service should contribute to the
federal government's universal service fund. This contribution could more than
offset the savings associated with excluding cable modem service from local
franchise fee assessments. The FCC also initiated a rulemaking proceeding to
determine whether its jurisdiction over information services still might warrant
imposition of open access requirements in the future. Finally, the information
services classification itself is likely to be subject to judicial review. If
regulators ultimately were allowed to impose Internet access requirements on
cable operators, it could burden the capacity of cable systems and complicate
our own plans for providing Internet service.

            Telephone Company Entry into Cable Television. The 1996 Telecom Act
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban. Local exchange
carriers 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.


                                     - 13 -
<PAGE>

            Under the 1996 Telecom 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. Even then, the FCC revised its open video system policy
to leave 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 cable systems serving an
overlapping territory. Cable operator buyouts of overlapping local exchange
carrier systems, and joint ventures between cable operators and local exchange
carriers in the same market, also are prohibited. The 1996 Telecom Act provides
a few limited exceptions to this buyout prohibition, including a carefully
circumscribed "rural exemption." The 1996 Telecom 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 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services, including cable
television, notwithstanding 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 Telecom 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. The District of Columbia Circuit Court of Appeals recently struck
down this remaining cross-ownership prohibition, concluding that the FCC had
failed to explain why its continuation was "necessary" in the public interest.
In the same decision, the Court struck down another FCC regulation precluding
any entity from operating broadcast television stations serving more than 35% of
the nation. If these rulings withstand further administrative and judicial
review, they may trigger additional consolidation among domestic media
companies.

            Pursuant to 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 pursuant to the
1992 Cable Act, the FCC 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. The D.C. Circuit
Court of Appeals struck down these vertical and horizontal ownership limits as
unconstitutional, concluding that the FCC had not adequately justified the
specific rules (i.e., the 40% and 30% figures) adopted. As a result, an existing
divestiture requirement on AT&T was suspended. The FCC is now considering
replacement regulations. These ownership restrictions may be affected by the
proposed merger of EchoStar and DirecTV and the proposed merger of AT&T
Broadband and Comcast Cable. These recently announced transactions involve the
nation's two largest DBS providers and the nation's largest and third largest
cable operators. The proposed combinations might prompt additional consolidation
in the cable industry and are likely to heighten regulatory concerns regarding
industry consolidation. Although any resulting restrictions could be limited to
the particular entities involved, it is also possible that the restrictions
would apply to other cable operators, including us.

            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


                                     - 14 -
<PAGE>

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
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 simultaneously
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. The FCC tentatively decided against
imposition of dual digital and analog must carry in a January 2001 ruling. At
the same time, however, it initiated further fact-gathering which ultimately
could lead to a reconsideration of the tentative conclusion. The FCC is also
considering whether it should maintain its initial ruling that, whenever a
digital broadcast signal does become eligible for must carry, a cable operator's
obligation is limited to carriage of the primary video signal. If the Commission
reverses itself, and cable operators are required to carry ancillary digital
feeds, the burden associated with digital must carry could be significantly
increased.

            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. The FCC
rejected a request that unaffiliated Internet service providers be found
eligible for commercial leased access.

            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 position, 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 satellite-delivered programming to other multichannel
video distributors. This provision limits the ability of vertically integrated
cable programmers to offer exclusive programming arrangements to cable
companies. This prohibition is scheduled to expire in October 2002, unless the
FCC determines in a pending proceeding that an extension is necessary to protect
competition and diversity. 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
(especially regional sports networks) to the program access requirements.
Terrestrially-delivered programming is programming delivered other than by
satellite and is currently exempt from the ban on exclusivity. These changes
should not have a dramatic impact on us, but would limit potential competitive
advantages we now enjoy. DBS providers have no similar restrictions on exclusive
programming contracts. Pursuant to the Satellite Home Viewer Improvement Act,
the FCC has adopted regulations governing retransmission consent negotiations
between broadcasters and all multichannel video programming distributors,
including cable and DBS.

            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


                                     - 15 -
<PAGE>

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 terminating 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 antennae on property within the exclusive use of a
condominium owner or 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.

            Other Regulations of the Federal Communications Commission. In
addition to the FCC regulations noted above, there are other regulations of the
FCC covering such areas as:

      o     subscriber privacy,
      o     programming practices, including, among other things,
            (1)   blackouts of programming offered by a distant broadcast signal
                  carried on a cable system which duplicates the programming for
                  which a local broadcast station has secured exclusive
                  distribution rights,
            (2)   local sports blackouts,
            (3)   indecent programming,
            (4)   lottery programming,
            (5)   political programming,
            (6)   sponsorship identification,
            (7)   children's programming advertisements, and
            (8)   closed captioning,
      o     registration of cable systems and facilities licensing,
      o     maintenance of various records and public inspection files,
      o     aeronautical frequency usage,
      o     lockbox availability,
      o     antenna structure notification,
      o     tower marking and lighting,
      o     consumer protection and customer service standards,
      o     technical standards,
      o     equal employment opportunity,
      o     consumer electronics equipment compatibility, and
      o     emergency alert systems.

            The FCC ruled that cable customers must be allowed to purchase
set-top terminals 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
provided by third party vendors. The first phase implementation date was July 1,
2000.

            Additional Regulatory Policies May Be Added in the Future. The FCC
recently initiated an inquiry to determine whether the cable industry's future
provision of interactive services should be subject to regulations ensuring
equal access and competition among service vendors. The inquiry, which grew out
of the Commission's review of the AOL-Time Warner merger, is in its earliest
stages, but is yet another expression of regulatory concern regarding control
over cable capacity.

            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


                                     - 16 -
<PAGE>

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. 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 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 fails to
comply with material provisions.

            The specific terms and conditions of franchises vary materially
between jurisdictions. Each franchise generally contains provisions governing
cable operations, 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. Certain
states are considering the imposition of new broadly applied telecommunications
taxes.

            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 Telecom Act, states and local franchising authorities
are prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. This
law should facilitate entry into competitive telecommunications services,
although certain jurisdictions still may attempt to impose rigorous entry
requirements. 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 Telecom
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>

In a March 2002 decision, the FCC tentatively held that a cable operator's
provision of Internet access service should not subject the operator to
additional franchising requirements nor should the revenue derived from such
service be subject to local franchise fee assessments.

            Additional regulatory policies may be added in the future. The
Federal Communications Commission recently initiated an inquiry to determine
whether the cable industry's future provision of interactive services should be
subject to regulations ensuring equal access and competition among service
vendors. The inquiry, which grew out of the Commission's review of the AOL-Time
Warner merger, is in its earliest stages, but is yet another expression of
regulatory concern regarding control over cable capacity.

Employees

            The various personnel required to operate our business are employed
by the Partnership, the Corporate General Partner, its subsidiary corporation
and Charter. As of December 31, 2001, we had 19 employees, the cost of which is
charged directly to the Partnership. The employment costs incurred by the
Corporate General Partner, its subsidiary corporation and Charter are allocated
and charged to the Partnership for reimbursement pursuant to the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement") and the
management agreement between the Partnership and Enstar Cable Corporation (the
"Management Agreement"). The cost of such employment is allocated and charged to
the Partnership. The amounts of these reimbursable costs are set forth in Item
11. "Executive Compensation."

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 involved from time to time in routine legal matters and other
claims incidental to our business. We believe that the resolution of such
matters will not have a material adverse impact on our financial position or
results of operations.

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 791 as of December
31, 2001. In addition to restrictions on the transferability of units described
in our partnership agreement (the "Partnership Agreement"), the transferability
of units may be affected by restrictions on resales imposed by federal or state
law.

Distributions

            The amended 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 Corporate 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 Corporate General Partner will receive a 1% 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 Corporate 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 Corporate General Partner, although not recognized
by the terms of the Partnership Agreement, 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 Corporate 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
Corporate 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 2001 and 1999. In 2000, we distributed $4,988,500 to our
partners from the proceeds received from the sale of our Kershaw, South Carolina
cable system. 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 and the actual amount of
distributions paid depends on a number of factors, including: the amount of cash
flow from operations, projected capital expenditures, provision for contingent
liabilities, availability of financing, regulatory or legislative developments
governing the cable television industry, sale of cable system assets 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.


                                     - 19 -
<PAGE>

Item 6. SELECTED FINANCIAL DATA

            The table below presents selected financial data of the Partnership
for the five years ended December 31, 2001. This data should be read in
conjunction with the Partnership's financial statements and related notes
thereto included in Item 8. "Financial Statements and Supplementary Data" 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                       2001            2000            1999            1998            1997
                                            -----------     -----------     -----------     -----------     -----------
<S>                                         <C>             <C>             <C>             <C>             <C>
   Revenues                                 $ 3,722,000     $ 4,642,500     $ 5,090,800     $ 5,221,100     $ 5,369,200
   Operating expenses                        (2,792,500)     (3,226,700)     (3,280,700)     (3,184,700)     (3,473,500)
   Depreciation and amortization               (824,700)       (852,400)       (854,500)       (747,600)       (583,100)
                                            -----------     -----------     -----------     -----------     -----------

   Operating income                             104,800         563,400         955,600       1,288,800       1,312,600

   Interest income                               67,800         173,600          61,900          25,700          34,700
   Interest expense                             (17,900)        (32,200)        (92,400)       (103,900)       (107,500)
   Gain on sale of cable assets                      --       4,349,800              --              --              --
   Casualty gain (loss)                              --          79,800        (113,300)       (271,000)        202,400
   Other                                       (248,200)        (94,000)        (18,800)             --              --
                                            -----------     -----------     -----------     -----------     -----------

   Net income (loss)                        $   (93,500)    $ 5,040,400     $   793,000     $   939,600     $ 1,442,200
                                            ===========     ===========     ===========     ===========     ===========

   Distributions paid to partners           $        --     $ 4,988,500     $        --     $        --     $        --
                                            ===========     ===========     ===========     ===========     ===========

Per unit of limited partnership interest:

   Net income (loss)                        $     (3.09)    $    166.67     $     26.22     $     31.07     $     47.69
                                            ===========     ===========     ===========     ===========     ===========

   Distributions                            $        --     $    164.95     $        --     $        --     $        --
                                            ===========     ===========     ===========     ===========     ===========

OTHER OPERATING DATA

   Net cash from operating activities       $ 1,271,800     $ 1,308,600     $ 1,655,200     $ 2,084,800     $ 1,830,400
   Net cash from investing activities        (1,416,500)      4,092,200      (1,050,500)     (1,398,400)       (825,600)
   Net cash from financing activities                --      (4,997,500)        322,800        (113,300)     (1,546,300)
   EBITDA(1) (Unaudited)                        681,300       5,751,400       1,678,000       1,765,400       2,098,100
   EBITDA as a percentage of revenues
      (Unaudited)                                  18.3%          123.9%           33.0%           33.8%           39.1%
   Total debt to EBITDA (Unaudited)                  --              --              --              --              .1x
   Capital expenditures                     $ 1,407,100     $ 1,124,500     $ 1,050,500     $ 1,389,800     $   776,900
</TABLE>

<TABLE>
<CAPTION>
                                                                         As of December 31,
                                            ---------------------------------------------------------------------------
BALANCE SHEET DATA                              2001            2000            1999             1998           1997
                                            -----------     -----------     -----------      -----------    -----------
<S>                                         <C>             <C>             <C>              <C>            <C>
   Total assets                             $ 6,498,700     $ 6,430,200     $ 6,537,900      $ 5,417,400    $ 4,696,100
   Total debt                                        --              --              --               --        250,000
   General Partner's deficit                    (24,200)        (23,300)        (23,800)         (31,700)       (41,100)
   Limited Partners' capital                $ 4,877,300     $ 4,969,900     $ 4,918,500      $ 4,133,400    $ 3,203,200
</TABLE>

----------
      (1) EBITDA represents earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness. However, EBITDA


                                     - 20 -
<PAGE>

should not be considered as an alternative to income from operations or to cash
flows from operating, investing or financing activities, as determined in
accordance with generally accepted accounting principles (GAAP). EBITDA should
also not be construed as an indication of a company's operating performance or
as a measure of liquidity. In addition, because EBITDA may not be calculated
consistently by all companies, the presentation here in may not be comparable to
other similarly titled measures of other companies. Management's discretionary
use of funds depicted by EBITDA may be limited by working capital, debt service
and capital expenditure requirements and by restrictions related to legal
requirements, commitments and uncertainties.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

INTRODUCTION

            The 1992 Cable Act required the FCC to, among other things,
implement extensive regulation of the prices charged by cable television systems
for basic and premium service tiers, installation, and equipment leased by
customers. Compliance with those price 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, as discussed more
fully elsewhere in this Report.

RESULTS OF OPERATIONS

           Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

            Revenues decreased $920,500 from $4,642,500 to $3,722,000, or 19.8%,
for the year ended December 31, 2001 compared to the year ended December 31,
2000. The decrease was primarily due to a decline in the number of customers as
a result of the sale of our Kershaw cable system. The remaining decrease was due
to a general decline in basic and premium service customers. As of December 31,
2001 and 2000, the Partnership had approximately 7,600 and 8,300 basic service
customers, respectively, and 4,100 and 5,700 premium service customers,
respectively.

            The Partnership reimburses the Corporate General Partner and its
affiliates service costs and general and administrative expenses based on actual
costs incurred on behalf of the Partnership. These reimbursed costs are included
in general partner management fees and reimbursed expenses in the Partnership's
statements of operations. The total of service costs, general and administrative
expenses and general partner management fees and reimbursed expenses decreased
$434,200 from $3,226,700 to $2,792,500, or 13.5%, for the year ended December
31, 2001 as compared to 2000.

            Service costs decreased $144,300 from $1,649,800 to $1,505,500, or
8.7%, for the year ended December 31, 2001 as compared to 2000. Service costs
represent costs directly attributable to providing cable services to customers.
The decrease was primarily due to the sale of the Kershaw cable system on August
31, 2000 and the decline in basic and premium service customers described above.


                                     - 21 -
<PAGE>

            General and administrative expenses decreased $128,800 from
$1,006,500 to $877,700, or 12.8%, for the year ended December 31, 2001 as
compared to 2000, primarily due to a decrease in insurance rates coupled with
the sale of the Kershaw cable system.

            General partner management fees and reimbursed expenses decreased
$161,100 from $570,400 to $409,300, or 28.2%, for the year ended December 31,
2001 as compared to 2000. General partner management fees and reimbursed
expenses represent administrative costs reimbursed to Charter by the Partnership
based on Charter's actual cost incurred. The decrease was due primarily to
reduced administrative costs as a result of the sale of the Kershaw cable system
coupled with the decrease in customers on which management fees are based.

            Depreciation and amortization expense decreased $27,700 from
$852,400 to $824,700, or 3.2%, for the year ended December 31, 2001 as compared
to 2000, primarily due to the sale of our Kershaw cable system in November 2000
offset partially by capital expenditures during the year ended December 31, 2001
relating to cable system upgrades.

            Due to the factors described above, our operating income decreased
$458,600 from $563,400 to $104,800, or 81.4%, for the year ended December 31,
2001 as compared to 2000.

            Interest income decreased $105,800 from $173,600 to $67,800, or
60.9%, for the year ended December 31, 2001 as compared to 2000, primarily due
to lower average cash balances available for investment during 2001.

            Interest expense decreased $14,300 from $32,200 to $17,900, or
44.4%, for the year ended December 31, 2001 as compared to 2000, primarily due
to a decrease in commitment fees on the unborrowed portion of the loan facility
and the expiration of such facility on August 31, 2001.

            We recognized a $4,349,800 gain in 2000 on the sale of our Kershaw
cable system in November 2000.

            We recognized a $79,800 casualty gain during 2000 related to storm
damage sustained by our North Carolina system in September 1999.

            Other expense of $248,200 and $94,000 for the years ended December
31, 2001 and 2000, respectively, consisted of legal and proxy costs associated
with the sale of our Kershaw cable system and the potential sale of other
partnership assets.

            Due to the factors described above, our net income decreased
$5,133,900 from $5,040,400 to a net loss of $93,500, or 101.9%, for the year
ended December 31, 2001 compared to 2000.

            Based on our experience in the cable television industry, we believe
that earnings before interest, income taxes, depreciation and amortization, or
EBITDA, and related measures of cash flow serve as important financial analysis
tools for measuring and comparing cable television companies in several areas,
such as liquidity, operating performance and leverage. EBITDA is not a
measurement determined under GAAP and does not represent cash generated from
operating activities in accordance with GAAP. EBITDA should not be considered by
the reader as an alternative to net income as an indicator of financial
performance or as an alternative to cash flows as a measure of liquidity. In
addition, the definition of EBITDA may not be identical to similarly titled
measures used by other companies. Due to the factors described above, EBITDA
decreased $5,070,100 from $5,751,400 to $681,300, or 88.2%. EBITDA as a
percentage of revenues decreased 105.6% from 123.9% in 2000 to 18.3% during
2001. The decrease was primarily due to costs associated with the proposed sale
of the Partnership's assets.

            Operating activities provided $36,800 less cash in the year ended
December 31, 2001 than in 2000. Changes in accounts receivable, prepaid expenses
and other assets provided $463,600 more cash in


                                     - 22 -
<PAGE>

2001 than in 2000 due to differences in the timing of receivable collections and
in the payment of prepaid expenses. Changes in the payment of liabilities owed
to third party creditors and affiliates provided $311,400 more cash in 2001 than
in 2000 due to differences in the timing of payments.

            Investing activities used $5,508,700 more cash in the year ended
December 31, 2001 than in 2000 due to a $282,600 increase in capital
expenditures, a $3,400 decrease in expenditures for intangible assets and
$5,229,500 in proceeds in 2000 from the sale of our cable system serving
Kershaw, South Carolina.

            Financing activities used $4,997,500 less cash in the year ended
December 31, 2001 than in 2000 due to a decrease in distributions to partners of
$4,988,500 and a decrease in deferred financing costs of $9,000.

           Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

            Revenues decreased $448,300 from $5,090,800 to $4,642,500, or 8.8%,
for the year ended December 31, 1999, compared to 2000. Of the decrease,
$338,000 was due to the sale of our Kershaw cable system and $169,200 was due to
decreases in the number of subscriptions for basic, premium, tier and equipment
rental services. These decreases were partially offset by a $32,700 increase due
to increases in regulated prices we implemented in 2000 and a $26,200 increase
in other revenue producing items. As of December 31, 2000 and 1999, we had
approximately 8,300 and 10,800 basic customers and 5,700 and 4,200 premium
service units, respectively.

            Effective with the acquisition of the Corporate General Partner and
certain affiliates by Charter on November 12, 1999, certain activities
previously performed by the Partnership and expensed through service cost and
general and administrative expenses have been either eliminated by Charter, or
have been performed by Charter and then been reimbursed by the Partnership based
on Charter's costs incurred. These reimbursed costs are included in general
partner management fees and reimbursed expenses in the Partnership's statements
of operations. The total of service costs, general and administrative expenses
and general partner management fees and reimbursed expenses decreased $54,000
from $3,280,700 to $3,226,700, or 1.6%, for the year ended December 31, 2000 as
compared to 1999.

            Service costs decreased $278,800 from $1,928,600 to $1,649,800, or
14.5%, for the year ended December 31, 2000 as compared to 1999. Service costs
represent costs directly attributable to providing cable services to customers.
The decrease was primarily due to decreases in programming fees, personnel costs
and certain costs incurred by the Partnership prior to the Charter acquisition
that are now incurred by Charter and reimbursed by the Partnership, as described
above. Programming fees decreased as a result of lower prices that Charter has
extended to us and a decrease in customers.

            General and administrative expenses increased $244,800 from $761,700
to $1,006,500, or 32.1%, for the year ended December 31, 2000 as compared to
1999, primarily due to increases in customer billing and bad debt expenses.

            General partner management fees and reimbursed expenses decreased
$20,000 from $590,400 to $570,400, or 3.4%, for the year ended December 31, 2000
as compared to 1999. Management fees decreased in direct relation to decreased
revenues as described above. As described above, Charter now performs certain
management and operational functions formerly performed by the Partnership. This
has resulted in us recording more reimbursable costs.

            Depreciation and amortization expense decreased $2,100 from $854,500
to $852,400, or less than 1.0%, for the year ended December 31, 2000 as compared
to 1999, primarily due to the sale of our Kershaw cable system in November 2000.


                                     - 23 -
<PAGE>

            Due to the factors described above, our operating income decreased
$392,200 from $955,600 to $563,400, or 41.0%, for the year ended December 31,
2000 as compared to 1999.

            Interest expense decreased $60,200 from $92,400 to $32,200, or
65.2%, for the year ended December 31, 2000 as compared to 1999, primarily due
to the repayment of borrowings under our loan facility in 1999 and the
reclassification of certain bank charges from interest expense to general and
administrative expense.

            Interest income increased $111,700 from $61,900 to $173,600, or
180.5%, for the year ended December 31, 2000 as compared to 1999, primarily due
to higher average cash balances available for investment during 2000.

            We recognized a $4,349,800 gain in 2000 on the sale of our Kershaw
cable system in November 2000.

            We recognized a $79,800 casualty gain during 2000 related to storm
damage sustained by our North Carolina system in September 1999.

            Other expense of $94,000 for the year ended December 31, 2000,
consisted of legal and proxy costs associated with the proposed sale of our
Kershaw cable system and the potential sale of other partnership assets.

            Due to the factors described above, our net income increased
$4,247,400 from $793,000 to $5,040,400, or 535.6%, for the year ended December
31, 2000 compared to 1999.

            Based on our experience in the cable television industry, we believe
that earnings before interest, income taxes, depreciation and amortization, or
EBITDA, and related measures of cash flow serve as important financial analysis
tools for measuring and comparing cable television companies in several areas,
such as liquidity, operating performance and leverage. EBITDA is not a
measurement determined under GAAP and does not represent cash generated from
operating activities in accordance with GAAP. EBITDA should not be considered by
the reader as an alternative to net income as an indicator of financial
performance or as an alternative to cash flows as a measure of liquidity. In
addition, the definition of EBITDA may not be identical to similarly titled
measures used by other companies. Due to the factors described above, EBITDA
increased $4,073,400 from $1,678,000 to $5,751,400, or 242.8%. EBITDA as a
percentage of revenues increased 90.9% from 33.0% in 1999 to 123.9% during 2000.

            Operating activities provided $346,600 less cash in the year ended
December 31, 2000 than in 1999. Changes in accounts receivable, prepaid expenses
and other assets provided $55,000 less cash in 2000 than in 1999 due to
differences in the timing of receivable collections and in the payment of
prepaid expenses. We used $154,100 more cash in 2000 for the payment of
liabilities owed to third party creditors due to differences in the timing of
payments.

            Investing activities provided $5,142,700 more cash in the year ended
December 31, 2000 than in 1999 due to a $74,000 increase in capital
expenditures, a $12,800 increase in expenditures for intangible assets and
$5,229,500 in proceeds from the sale of our cable system serving Kershaw, South
Carolina.

            Financing activities used cash of $4,997,500 in 2000 as compared to
1999 when such activities provided $322,800.

            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


                                     - 24 -
<PAGE>

distributions during 2001 or 1999. We distributed $4,988,500 in 2000 to our
partners, related to the sale of our cable system serving Kershaw, South
Carolina. 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 any planned capital requirements. In
general, these capital requirements involve expansion, improvement and upgrade
of our existing cable systems.

            We believe that cash generated by operations of the Partnership will
be adequate to fund capital expenditures, debt service and other liquidity
requirements in 2002 and beyond. At this time, the Partnership does not
anticipate making significant additional upgrades to cable plant or headend
electronics because of the contemplated sale of assets. See "Results of
Operations" for discussion regarding cash from operating, investing and
financing activities.

PROPOSED SALE OF ASSETS

            The Partnership's Corporate General Partner continues to operate the
Partnership's cable television systems while investigating potential divestiture
transactions for the benefit of its unitholders.

            In 1999, the Corporate General Partner sought purchasers for all of
the cable television systems of the Partnership and other affiliated
Partnerships of which the Corporate General Partner is also the general partner.
This effort was undertaken primarily because, based on the Corporate General
Partner's experience in the cable television industry, it was concluded that
generally applicable market conditions and competitive factors were making (and
would increasingly make) it extremely difficult for smaller operators of rural
cable systems (such as the Partnership and the other affiliated partnerships) to
effectively compete and be financially successful. This determination was based
on the anticipated cost of electronics and additional equipment to enable the
Partnership's systems to operate on a two-way basis with improved technical
capacity, insufficiency of Partnership cash reserves and cash flows from
operations to finance such expenditures, limited customer growth potential due
to the Partnership's systems' rural location, and a general inability of a small
cable system operator such as the Partnership to benefit from economies of scale
and the ability to combine and integrate systems that large cable operators
have.

            The Corporate General Partner believes that if the Partnership were
to make comprehensive additional upgrades to enable the variety of enhanced and
competitive services available in today's marketplace, particularly in light of
the potential overbuilds and the high cost of two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, so that making these
upgrades would not be economically prudent. Furthermore, in Covington,
Tennessee, the city has sold bonds and expects to launch cable service over its
new system in April 2002, and has also resolved not to renew the Partnership's
franchise. In Bolivar, Tennessee, the local municipal utility has received a
franchise to operate a competing cable system. Thus, only limited plant upgrades
have been made, and generally only where necessary to meet the requirements of
existing franchises or when believed to be economically viable.

            As a result of the Corporate General Partner's attempts to sell its
systems, on November 30, 2000, the Partnership completed the closing of the sale
of its cable systems serving Kershaw, South Carolina to an unrelated purchaser
for $5,250,000 (subject to normal closing adjustments). Final proceeds from the
sale, after closing adjustments were $5,229,500, resulting in a gain on sale of
cable system of $4,349,800. On October 10, 2000, a distribution of approximately
$4,938,600, or approximately $165 per limited partnership unit, was made
resulting from this sale.


                                     - 25 -
<PAGE>

            Also in 2000, as a result of marketing efforts using an independent
broker experienced in the sale of cable systems, the Partnership, together with
certain affiliated partnerships for which the Corporate General partner also
served as a General Partner (collectively, the "Gans Selling Partnerships"),
entered into a purchase and sale agreement, dated as of June 21, 2000, as
amended as of September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The
Gans Agreement provided for Gans to acquire the assets comprising the
Partnership's systems, as well as certain assets of the other Gans Selling
Partnerships. Following a series of discussions and meetings, the Partnership
and Gans determined that they were not able to agree on certain further
amendments to the Gans Agreement required to satisfy conditions precedent to
close the transactions. In light of these conditions and existing economic and
financial market conditions, and their impact on Gans' inability to arrange
financing in order to close the acquisitions, on April 18, 2001, the parties
agreed to terminate the Gans Agreement.

            Following termination of the Gans Agreement, the broker continues to
market the Partnership's systems. However, the Corporate General Partner can
give no assurance of when or if the Partnership systems will be sold.

INVESTING ACTIVITIES

            Significant capital would be required for a comprehensive plant and
head-end upgrade sufficient to activate two-way capability sufficient to enable
high-speed cable modem Internet service and other interactive services, as well
as to increase channel capacity and allow a greater variety of video services
and new products. The estimated cost of all of these comprehensive upgrades
would be approximately $12.2 million (for an upgrade to 550 megahertz capacity)
and $14.6 million (for an upgrade to 870 megahertz capacity). Given the
potential overbuilds that exist in Tennessee, the high cost of this
comprehensive upgrade plan, the limited funds available, and the belief that
such a plan is not economically prudent, the Corporate General Partner does not
presently anticipate that it will proceed with a comprehensive upgrade plan.
Provided there are available funds, the Corporate General Partner will, however,
continue to make upgrades required by franchise agreements and will continue to
evaluate alternative, cost-effective solutions to increase channel capacity,
pay-per-view services, and digital services which would enhance the value of the
Partnership's systems and be economically prudent.

FINANCING ACTIVITIES

            The Partnership was party to a loan agreement with Enstar Finance
Company, LLC, a subsidiary of Enstar Communications Corporation (ECC) that
matured on August 31, 2001. The loan facility was not extended or replaced. Cash
generated by operations of the Partnership, together with available cash
balances will be used to fund capital expenditures as required by franchise
authorities. However, our cash reserves will be insufficient to fund a
comprehensive upgrade program. If our systems are not sold, we will need to rely
on increased cash flow from operations or new sources of financing in order to
meet our future liquidity requirements. There can be no assurance that such cash
flow increases can be attained, or that additional future financing will be
available on terms acceptable to us. If we are not able to attain such cash flow
increases, or obtain new sources of borrowings, we will not be able to fully
complete a comprehensive cable systems upgrade. As a result, the value of our
systems would be lower than that of systems built to a higher technical
standard.

            We believe it is critical for the Partnership to conserve cash to
fund its anticipated capital expenditures. Accordingly, the Partnership does not
anticipate any distributions to partners at this time.

CERTAIN TRENDS AND UNCERTAINTIES

            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 in Covington and pay franchise
fees to the city. In March 2000, Charter submitted another proposal to the city
on


                                     - 26 -
<PAGE>

behalf of the Partnership. The city suspended the hearing to consider Charter's
renewal proposal, and in May 2000 issued a resolution denying its consent to
transfer controlling interest in the Partnership from an affiliate of Charter.
In November 2000, the city sold $5,300,000 in municipal bonds to finance
construction of a municipally owned cable system. The city will be actively
competing with the Partnership following the completion of the city's cable
plant during the first quarter of 2002. Should the determination not to renew
the franchise be upheld, or if the Partnership did not have the authority to
transfer the affiliate's interest to Charter, then the Partnership would have no
right to continue operations within the city unless the city issued a new
franchise. The loss of the Partnership's franchise and the related loss of
customers 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. As we have in Covington, the Partnership has
continued to operate our 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 customers would have an adverse impact on the Partnership's financial
condition and results of operations. As of December 31, 2001, there were
approximately 2,400 and 1,400 basic customers in the cities of Covington and
Bolivar, respectively.

            Insurance coverage is maintained for all of the cable television
properties owned or managed by Charter to cover damage to cable distribution
systems, customer connections and against business interruptions resulting from
such damage. This coverage is subject to a significant annual deductible which
applies to all of the cable television properties owned or managed by Charter,
including those of the Partnership.

            Approximately 82% of our customers 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 insurable
risks.

            Although we do not believe that the terrorist attacks on September
11, 2001 and the related events have resulted in any material changes to its
business and operations to date, it is difficult to assess the impact that these
events, combined with the general economic slowdown, will have on future
operations. These events could result in reduced spending by customers and
advertisers, which could reduce the Partnership's revenues and operating cash
flow, as well as the collectibility of accounts receivable.

RECENTLY ISSUED ACCOUNTING STANDARDS

            In June 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", No. 142, "Goodwill and Other Intangible Assets" and No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting and was adopted by the Partnership on July 1,
2001. Management believes that adoption of SFAS No. 141 did not have an impact
on the financial statements of the Partnership.

            Under SFAS No. 142, goodwill and other indefinite lived intangible
assets are no longer subject to amortization over their useful lives, rather,
they are subject to at least annual assessments for impairment. Also, under SFAS
No. 142, an intangible asset should be recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights or if the
intangible asset can be sold, transferred, licensed, rented or exchanged. Such
intangibles continue to be amortized over their useful lives. SFAS 142 was
implemented by the Partnership on January 1, 2002. Management believes that
adoption of SFAS No. 142 did not have a material impact on the financial
statements of the Partnership.


                                     - 27 -
<PAGE>

            Under SFAS No. 143, the fair value of a liability for an asset
retirement obligation is required to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 will be implemented by the Partnership on January
1, 2002. Management believes that adoption of SFAS No. 143 will not have a
material impact on the financial statements of the Partnership.

            In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS
No. 144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Partnership on January 1, 2002. The Partnership is currently in process of
assessing the impact of adoption of SFAS No. 144. See "Proposed Sale of Assets."

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 prices periodically, of which there can be no
assurance. See "Regulation and Legislation."

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

            We are not exposed to material market risks associated with
financial instruments.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The index to the financial statements and related financial
information required to be filed hereunder is located on Page F-1.

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

            Previously reported in our Current Report on Form 8-K, dated July
18, 2000.


                                     - 28 -
<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            The General Partner of the Partnership may be considered, for
certain purposes, the functional equivalent of directors and executive officers.
The Corporate General Partner is ECC.

            The directors and executive officers of the Corporate General
Partner as of March 15, 2002, all of whom have their principal employment in a
comparable position with Charter, are named below:

<TABLE>
<CAPTION>
NAME                          POSITION
----                          --------
<S>                           <C>
Carl E. Vogel                 President and Chief Executive Officer

David G. Barford              Executive Vice President and Chief Operating Officer

Kent D. Kalkwarf              Executive Vice President and Chief Financial Officer

Steven A. Schumm              Director of the Corporate General Partner, Executive Vice President and
                              Assistant to the President

Steven E. Silva               Executive Vice President - Corporate Development and Chief Technology Officer

David C. Andersen             Senior Vice President - Communications

J. Christian Fenger           Senior Vice President of Operations - Western Division

Eric A. Freesmeier            Senior Vice President - Administration

Thomas R. Jokerst             Senior Vice President - Advanced Technology Development

Ralph G. Kelly                Senior Vice President - Treasurer

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

Majid R. Mir                  Senior Vice President - Telephony and Advanced Services

John C. Pietri                Senior Vice President - Engineering

Michael E. Riddle             Senior Vice President and Chief Information Officer

William J. Schreffler         Senior Vice President of Operations - Midwest Division

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

Paul E. Martin                Vice President, Corporate Controller and Principal Financial Officer for
                              Partnership Matters
</TABLE>

            Except for above-named executive officers who joined Charter after
November 1999, such officers were appointed to their position with the Corporate
General Partner following Charter's acquisition of control in November 1999,
have been employees of Charter since November 1999, and immediately prior to
November 1999, were employees of Charter Investment, Inc., an affiliate of
Charter and the Corporate General Partner.

Carl E. Vogel, 44, President and Chief Executive Officer. Mr. Vogel has more
than 20 years of experience in telecommunications and the subscription
television business. Prior to joining Charter in October 2001, he was a Senior
Vice President of Liberty Media Corp., from November 1999 to October 2001, and
Chief Executive Officer of Liberty Satellite and Technology, from April 2000 to
October 2000. Prior to joining Liberty, Mr. Vogel was an Executive Vice
President and Chief Operating Officer of Field Operations for AT&T Broadband and
Internet Services, with responsibility of managing operations of all of AT&T's
cable broadband properties, from June 1999 to November 1999. From June 1998 to
June 1999, Mr. Vogel served


                                     - 29 -
<PAGE>

as Chief Executive Officer of Primestar, Inc., a national provider of
subscription television services, and from 1997 to 1998, he served as Chief
Executive Officer of Star Choice Communications. From 1994 through 1997, Mr.
Vogel served as the President and Chief Operating Officer of EchoStar
Communications. He began his career at Jones Intercable in 1983. Mr. Vogel
serves as a director of OnCommand Corporation, and holds a B.S. degree in
finance and accounting from St. Norbert College.

David G. Barford, 43 Executive Vice President and Chief Operating Officer. Mr.
Barford was promoted to his current position in July 2000, having previously
served as Senior Vice President of Operations-Western Division from June 1997 to
July 2000. Prior to joining Charter Investment (an affiliate of Charter) in
1995, Mr. Barford held various senior marketing and operating roles during nine
years at Comcast Cable Communications, Inc. He received a B.A. degree from
California State University, Fullerton, and an M.B.A. from National University.

Kent D. Kalkwarf, 42 Executive Vice President and Chief Financial Officer. Mr.
Kalkwarf was promoted to the position of Executive Vice President in July 2000,
having previously served as Senior Vice President. Prior to joining Charter
Investment 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. degree from Illinois Wesleyan University and is a certified public
accountant.

Steven A. Schumm, 49 Director of the Corporate General Partner, Executive Vice
President and Assistant to the President. Prior to joining Charter Investment in
1998, Mr. Schumm was Managing Partner of the St. Louis office of Ernst & Young
LLP for 14 years. He had joined Ernst & Young in 1974. 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.

Steven E. Silva, 42 Executive Vice President - Corporate Development and Chief
Technology Officer. Mr. Silva joined Charter Investment in 1995. Prior to his
promotion to Executive Vice President and Chief Technology Officer in October
2001, he was Senior Vice President - Corporate Development and Technology since
September 1999. Mr. Silva previously served in various management positions at
U.S. Computer Services, Inc., a billing service provider specializing in the
cable industry. He is a member of the board of directors of Diva Systems
Corporation.

David C. Andersen, 53 Senior Vice President - Communications. Mr. Andersen was
named to his current position in May 2000. Prior to this, he was Vice President
of Global Communications for CNBC, the worldwide cable and satellite business
news network subsidiary of NBC, from September 1999 through April 2000. He
worked for Cox communications, Inc. from 1982 to 1999, establishing their
communications department and advancing to Vice President of Public Affairs. He
held various management positions in communications with the General Motors
Corporation from 1971 to 1982. Mr. Andersen is a past recipient of the cable
industry's highest honor - the Vanguard Award. He serves on the Board of
KIDSNET, the educational non-profit clearinghouse of children's programming, and
is a former Chairman of the National Captioning Institute's Cable Advisory
Board.

J. Christian Fenger, 46 Senior Vice President of Operations - Western Division.
Mr. Fenger was promoted to his current position in January 2002, having served
as Vice President and Senior Vice President of Operations for our North Central
Region since 1998. From 1992 until joining us in 1998, Mr Fenger served as the
Vice President of Operations for Marcus Cable, and, prior to that, as Regional
Manager of Simmons Cable TV since 1986. Mr. Fenger received his bachelor's
degree and his master's degrees in communications management from Syracuse
University's Newhouse School of Public Communications.

Eric A. Freesmeier, 49 Senior Vice President - Administration. From 1986 until
joining Charter Investment 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 a bachelor's


                                     - 30 -
<PAGE>

degree from the University of Iowa and a master's degree from Northwestern
University's Kellogg Graduate School of Management.

Thomas R. Jokerst, 52 Senior Vice President - Advanced Technology Development.
Mr. Jokerst joined Charter Investment 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.

Ralph G. Kelly, 44 Senior Vice President - Treasurer. Prior to joining Charter
Investment in 1993, Mr. Kelly was controller and then treasurer of Cencom Cable
Associates between 1984 and 1992. He left Charter Investment 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. Mr. Kelly is a certified
public accountant.

David L. McCall, 46 Senior Vice President of Operations - Eastern Division.
Prior to joining Charter Investment in 1995, Mr. McCall was associated with
Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from
1983 to 1994. Mr. McCall is a member of the Southern Cable Association's Tower
Club.

Majid R. Mir, 51 Senior Vice President - Telephony and Advanced Services. Prior
to joining Charter in April 2001, Mr. Mir worked with GENUITY Networks, Inc. as
Vice President, Metro Network Engineering in Irving, Texas from June 2000 to
April 2001. Prior to that, Mr. Mir worked with GTE from 1979 to June 2000 in
various capacities of increasing responsibility, most recently as Assistant Vice
President of Core Network Engineering. Mr. Mir served as director, Business
Development for GTE, from 1996 to 1997. Mr. Mir earned a bachelor's of science
in systems science from the University of West Florida and holds a master's
degree in business administration from the University of South Florida.

John C. Pietri, 52 Senior Vice President - Engineering. Prior to joining Charter
Investment in 1998, Mr. Pietri was with Marcus Cable for nine 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, 43 Senior Vice President and Chief Information Officer. Prior
to joining Charter in December 1999, Mr. Riddle was Director, Applied
Technologies of Cox Communications for four years. Prior to that, he held
technical and management positions during 17 years at Southwestern Bell and its
subsidiaries. Mr. Riddle attended Fort Hays State University.

William J. Schreffler, 48 Senior Vice President of Operations - Midwest
Division. Mr Shreffler was promoted to his current position in January 2002,
having previously served as Vice President of Operations for the Michigan
region. Prior to joining Charter in 1999, Mr. Shreffler acted as a Managing
Director of Cablevision. Between 1995 and 1999, he held various positions with
Century Communications, mot recently as its Group Vice President. From 1985 to
1995, Mr. Shreffler acted as the Regional Controller for American Cable Systems
and following the acquisition of American by Continental Cablevision, as its
General Manager in its Chicago region. Mr. Shreffler holds degrees from Robert
Morris College and Duquesne University and is obtaining a master's degree in
business from Lewis University in Chicago.

Curtis S. Shaw, 53 Senior Vice President, General Counsel and Secretary. From
1988 until he joined Charter Investment in 1997, Mr. Shaw served as corporate
counsel to NYNEX. Since 1973, Mr. Shaw has practiced 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.
degree from Trinity College and a J.D. degree from Columbia University School of
Law.

Paul E. Martin, 41 Vice President, Corporate Controller and Principal Financial
Officer for Partnership Matters. Mr. Martin has been Vice President and
Corporate Controller since March 2000, and became


                                     - 31 -
<PAGE>

Principal Financial Officer for Partnership Matters in July 2001. Prior to
joining Charter in March 2000, Mr. Martin was Vice President and Controller for
Operations and Logistics for Fort James Corporation, a manufacturer of paper
products. From 1995 to February 1999, Mr. Martin was Chief Financial Officer of
Rawlings Sporting Goods Company, Inc. Mr. Martin is a certified public
accountant, having been with Arthur Andersen LLP for nine years. Mr. Martin
received a B.S. degree in accounting from the University of Missouri - St.
Louis.

            The sole director of the Corporate 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. Upon his resignation in September 2001, Jerald L. Kent resigned as
the sole director of ECC and was succeeded by Mr. Schumm. Officers are appointed
by and serve at the discretion of the directors of the Corporate General
Partner.

Item 11. EXECUTIVE COMPENSATION

Management Fee

            Pursuant to the Management Agreement, Enstar Cable Corporation
("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, which is 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. ("Falcon")
to provide management services for us and paid Falcon a portion of the
management fees it received in consideration of such services and reimbursed
Falcon for expenses incurred by Falcon on its behalf. Subsequent to November 12,
1999, Charter, as successor-by-merger to Falcon, 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 Corporate General Partner also performs
supervisory and administrative services for the Partnership, for which it is
reimbursed.

            For the fiscal year ended December 31, 2001, Enstar Cable charged us
management fees of approximately $186,100. Enstar Cable, Charter and its
affiliates charged us approximately $223,200 for system operating management
services. In addition, programming services were purchased through Charter.
Charter charged us approximately $855,500 for these programming services for
fiscal year 2001.


                                     - 32 -
<PAGE>

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            As of December 31, 2001, 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>
                                                                                        Amount and Nature
                                                                                               of
                                                   Name and Address                        Beneficial        Percent
      Title of Class                             of Beneficial Owner                       Ownership         of Class
--------------------------       ------------------------------------------------------------------------------------
<S>                              <C>                                                        <C>                <C>
Units of limited                 Affiliated Madison Investor Unitholders                    2,458(1)           8.2%
   partnership interest
                                 Madison/OHI Liquidity Investors, LLC
                                 Madison Liquidity Investors 110, LLC
                                 The Harmony Group II, LLC
                                 Bryan E. Gordon
                                   P.O. Box 7533
                                   Incline Village, Nevada 89452

                                 First Equity Realty, LLC
                                 Ronald M. Dickerman
                                   555 Fifth Avenue, 9th Floor
                                 New York, New York 10017

Units of limited                 Paul Isaacs
   partnership interest          7 Douglas Lane
                                 Larchmont, NY  10538                                       1,510(2)           5.0%

Units of limited                 Baseline Investment
   partnership interest          PO Box 47368
                                 Phoenix, AZ 85068-7638                                     1,498(2)           5.0%

Units of limited                 Everest Cable Investors LLC
   partnership interest          199 S. Los Robles Avenue Ste 440
                                 Pasadena, CA 91101                                         1,482(2)           5.0%
</TABLE>

(1) As stated in Amendment 3 to Schedule 13G, as filed with the Securities and
Exchange Commission, all units are subject to shared power to vote and invest.

(2) As reported to us by our transfer agent, Gemisys Corporation.

            The Corporate General Partner is a wholly-owned subsidiary of
Charter Communications Holding Company, LLC. As of February 28, 2002, the common
membership units of Charter Communications Holding Company, LLC are owned 51.2%
by Charter, 16.7% by Vulcan Cable III Inc., and 32.1% by Charter Investment,
Inc. (assuming conversion of all convertible securities). Charter controls 100%
of the voting power of Charter Communications Holding Company. Paul G. Allen
owns approximately 3.7% of the outstanding capital stock of Charter and controls
approximately 92.3% of the voting power of Charter's common stock, and he is the
sole equity owner of Charter Investment, Inc. and Vulcan Cable III Inc.


                                     - 33 -
<PAGE>

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Services

            On November 12, 1999, Charter acquired ownership of ECC from Falcon
Holding Group, L.P. ("Falcon") and assumed the management services operations
previously provided by affiliates of Falcon. Charter now manages the operations
of the partnerships of which ECC is the Corporate General Partner, including the
Partnership. Commencing November 13, 1999, Charter began receiving management
fees and reimbursed expenses which had previously been paid by the Corporate
General Partner to Falcon.

            Pursuant to the Management Agreement between the Partnership and
Enstar Cable, a subsidiary of the Corporate General Partner, Enstar Cable
provides financial, management, supervisory and marketing services, as necessary
to the Partnership's operations. This Management Agreement provides that the
Partnership shall pay management fees equal to 5% of the Partnership's gross
receipts from customers. In addition, Enstar Cable is to be reimbursed for
amounts paid to third parties, the cost of administrative services in an amount
equal to the lower of actual cost or the amount the Partnership would be
required to pay to independent parties for comparable administrative services,
salaries and benefits of employees necessary for day-to-day operation of the
Partnership's systems, and an allocable shares of costs associated with
facilities required to manage the Partnership's systems. To provide these
management services, Enstar Cable has engaged Charter Communications Holding
Company LLC, an affiliate of the Corporate General Partner and Charter, to
provide management, consulting, programming and billing services for the
Partnership.

            Since November 12, 1999, when Charter acquired control of the
Corporate General Partner and its subsidiary, Enstar Cable, as well as Falcon
Communications, L.P., the management fees payable have been limited to
reimbursement of an allocable share of Charter's management costs, which is less
than the fee permitted by the existing agreement. For the year ended December
31, 2001, accrued and unpaid management fees to Charter Communications Holding
Company LLC were $198,500. In addition, the Partnership was charged directly for
the salaries and benefits of employees for daily operations, and where shared by
other Charter systems, an allocable share of facilities costs, with programming
and billing being charged to the Partnership at Charter's actual cost. For the
year ended December 31, 2001, service costs directly attributable to providing
cable services to customers which were incurred by Charter and reimbursed by the
Partnership, were $223,200. In addition, programming services were purchased
through Charter. Charter charged us approximately $855,500 for these programming
services for fiscal year 2001.

Conflicts of Interest

            The Partnership relies upon the Corporate 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." The executive officers of the Corporate
General Partner have their personal employment with Charter, 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 Corporate 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


                                     - 34 -
<PAGE>

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 Corporate General
Partner will be indemnified by the Partnership for acts performed within the
scope of its authority under the Partnership Agreement if the Corporate 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 Corporate
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, 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.


                                     - 35 -
<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.

       2.    Financial Statement Schedules

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

       3.    Exhibits

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

(b)          Reports on Form 8-K

             On October 9, 2001, the registrant filed a current report on Form
             8-K announcing the resignation of Jerald L. Kent, Charter's former
             President and Chief Executive Officer and the appointment of Steven
             A. Schumm, Executive Vice President and Assistant to the President
             of Charter as sole director of Enstar Communications Corporation,
             the Partnership's Corporate General Partner.


                                     - 36 -
<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.

                                ENSTAR INCOME PROGRAM 1984-1, L.P.

                                By: Enstar Communications Corporation,
                                    Corporate General Partner

Dated:  March 29, 2002              By: /s/ Steven A. Schumm
                                         -------------------------------------
                                        Steven A. Schumm
                                        Director, Executive Vice President and
                                        Assistant to the President

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Dated:  March 29, 2002              By:  /s/ Steven A. Schumm
                                         ---------------------------------------
                                         Steven A. Schumm
                                         Director, Executive Vice President and
                                         Assistant to the President
                                         (Principal Executive Officer) *


Dated:  March 29, 2002              By:  /s/ Paul E. Martin
                                         ---------------------------------------
                                         Paul E. Martin
                                         Vice President and Corporate Controller
                                         (Principal Financial Officer and
                                         Principal Accounting Officer) *

* Indicates position held with Enstar Communications Corporation, the Corporate
General Partner of the registrant.


                                     - 37 -
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Report of Independent Public Accountants                                                                      F-2

Balance Sheets as of December 31, 2001 and 2000                                                               F-3

Statements of Operations for the years ended December 31, 2001 and 2000                                       F-4

Statements of Partnership Capital (Deficit) for the years ended December 31, 2001
    and 2000                                                                                                  F-5

Statements of Cash Flows for the years ended December 31, 2001 and 2000                                       F-6

Notes to Financial Statements                                                                                 F-7

Report of Independent Auditors                                                                                F-15

Statement of Operations for the year ended December 31, 1999                                                  F-16

Statement of Partnership Capital (Deficit) for the year ended December 31, 1999                               F-17

Statement of Cash Flows for the year ended December 31, 1999                                                  F-18

Notes to Financial Statements                                                                                 F-19
</TABLE>

All financial statement 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 PUBLIC ACCOUNTANTS

To the Partners of
     Enstar Income Program 1984-1, L.P.:

We have audited the accompanying balance sheets of Enstar Income Program 1984-1,
L.P. (a Georgia limited partnership) as of December 31, 2001 and 2000, and the
related statements of operations, partnership capital (deficit) and cash flows
for the years then ended. 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. as of December 31, 2001 and 2000, and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.


/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
   March 29, 2002


                                      F-2
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                        2001           2000
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
                                       ASSETS

ASSETS:
   Cash                                                             $ 2,222,100    $ 2,366,800
   Accounts receivable                                                  134,800        495,900
   Prepaid expenses and other assets                                     50,000         67,500
   Property, plant and equipment, net of accumulated depreciation
     of $10,985,300 and $10,198,900, respectively                     4,046,200      3,425,500
   Franchise cost, net of accumulated amortization
     of $35,100 and $26,500, respectively                                45,600         48,100
   Deferred financing costs and other deferred charges, net                  --         26,400
                                                                    -----------    -----------

           Total assets                                             $ 6,498,700    $ 6,430,200
                                                                    ===========    ===========

                         LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
   Accounts payable                                                 $    80,900    $   571,200
   Accrued liabilities                                                1,150,100        716,100
   Due to affiliates                                                    414,600        196,300
                                                                    -----------    -----------

           Total liabilities                                          1,645,600      1,483,600
                                                                    -----------    -----------

PARTNERSHIP CAPITAL (DEFICIT):
   General Partner                                                      (24,200)       (23,300)
   Limited Partners                                                   4,877,300      4,969,900
                                                                    -----------    -----------

           Total Partnership capital                                  4,853,100      4,946,600
                                                                    -----------    -----------

           Total liabilities and Partnership capital                $ 6,498,700    $ 6,430,200
                                                                    ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                             2001           2000
                                                                         -----------    -----------
<S>                                                                      <C>            <C>
REVENUES                                                                 $ 3,722,000    $ 4,642,500
                                                                         -----------    -----------

OPERATING EXPENSES:
   Service costs                                                           1,505,500      1,649,800
   General and administrative expenses                                       877,700      1,006,500
   General partner management fees and reimbursed expenses                   409,300        570,400
   Depreciation and amortization                                             824,700        852,400
                                                                         -----------    -----------

                                                                           3,617,200      4,079,100
                                                                         -----------    -----------

           Operating income                                                  104,800        563,400
                                                                         -----------    -----------

OTHER INCOME (EXPENSE):
   Interest income                                                            67,800        173,600
   Interest expense                                                          (17,900)       (32,200)
   Gain on sale of cable television system                                        --      4,349,800
   Casualty gain                                                                  --         79,800
   Other expense                                                            (248,200)       (94,000)
                                                                         -----------    -----------

                                                                            (198,300)     4,477,000
                                                                         -----------    -----------

           Net (loss) income                                             $   (93,500)   $ 5,040,400
                                                                         ===========    ===========

NET (LOSS) INCOME ALLOCATED TO GENERAL PARTNER                           $      (900)   $    50,400
                                                                         ===========    ===========

NET (LOSS) INCOME ALLOCATED TO LIMITED PARTNERS                          $   (92,600)   $ 4,990,000
                                                                         ===========    ===========

NET (LOSS) INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST               $     (3.09)   $    166.67
                                                                         ===========    ===========

WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR        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)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                    General      Limited
                                                    Partner      Partners        Total
                                                   --------    -----------    -----------
<S>                                                <C>         <C>            <C>
PARTNERSHIP CAPITAL (DEFICIT), January 1, 2000     $(23,800)   $ 4,918,500    $ 4,894,700

   Net income                                        50,400      4,990,000      5,040,400
   Distributions                                    (49,900)    (4,938,600)    (4,988,500)
                                                   --------    -----------    -----------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2000    (23,300)     4,969,900      4,946,600

   Net loss                                            (900)       (92,600)       (93,500)
                                                   --------    -----------    -----------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001   $(24,200)   $ 4,877,300    $ 4,853,100
                                                   ========    ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-5
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                               2001           2000
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income                                                       $   (93,500)   $ 5,040,400
   Adjustments to reconcile net (loss) income to net cash from operating
     activities:
     Depreciation and amortization                                             824,700        852,400
     Gain on sale of cable system                                                   --     (4,349,800)
     Changes in:
       Accounts receivable, prepaid expenses and other assets                  378,600        (85,000)
       Accounts payable, accrued liabilities and due to affiliates             162,000       (149,400)
                                                                           -----------    -----------

           Net cash from operating activities                                1,271,800      1,308,600
                                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                     (1,407,100)    (1,124,500)
   Increase in intangible assets                                                (9,400)       (12,800)
   Proceeds from sale of cable system, net                                          --      5,229,500
                                                                           -----------    -----------

           Net cash from investing activities                               (1,416,500)     4,092,200
                                                                           -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to partners                                                        --     (4,988,500)
   Deferred financing costs                                                         --         (9,000)
                                                                           -----------    -----------

           Net cash from financing activities                                       --     (4,997,500)
                                                                           -----------    -----------

           Net increase (decrease) in cash                                    (144,700)       403,300

CASH, beginning of year                                                      2,366,800      1,963,500
                                                                           -----------    -----------

CASH, end of year                                                          $ 2,222,100    $ 2,366,800
                                                                           ===========    ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-6
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

            Enstar Income Program 1984-1, L.P., a Georgia limited partnership
(the "Partnership"), owns and operates cable television systems in small to
medium-sized communities in North 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 of the partners, including income taxes.

Property, Plant and Equipment

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

<TABLE>
<S>                                         <C>
Cable distribution systems                                     5-15 years
Vehicles                                                         3 years
Furniture and equipment                                         5-7 years
Leasehold improvements                      Shorter of life of lease or useful life of asset
</TABLE>

Franchise Cost

            Costs incurred in obtaining and renewing cable franchises are
deferred and amortized over the lives of the franchises. Franchise rights
acquired through the purchase of cable systems represent management's estimate
of fair value and are generally amortized using the straight-line method over a
period of up to 15 years. This period represents management's best estimate of
the useful lives of the franchises and assumes substantially all of those
franchises that expire during the period will be renewed by the Partnership.
Amortization expense related to franchises for the years ended December 31, 2001
and 2000 was $8,500 and $6,800, respectively.

            As of December 31, 2001, franchise agreements have expired in three
of the Partnership's franchise areas where it serves approximately 2,900 basic
customers. The Partnership continues to serve these customers while it is in
negotiations to renew the franchise agreements and continues to pay local
franchise fees to the franchising authorities.

Deferred Financing Costs and Other Deferred Charges

            Costs incurred relative to borrowings are deferred and amortized
using the straight-line method over the terms of the related borrowing
agreements. Other deferred charges are amortized using the straight-line method
over two years.

Long-Lived Assets

            The Partnership reviews its long-lived assets for impairment
whenever events or circumstances indicate that the carrying amount of an asset
may not be recoverable. If the sum of the


                                      F-7
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

expected cash flows, undiscounted and without interest, is less that the
carrying amount of the asset, the carrying amount of the asset is reduced to its
estimated fair value and an impairment loss is recognized.

Revenue Recognition

            Cable television revenues from basic and premium services are
recognized as services are provided. Advertising revenues are recognized when
commercials are broadcast. Installation revenues are recognized to the extent of
direct selling costs incurred. The remainder, if any, is deferred and amortized
to income over the estimated average period that customers are expected to
remain connected to the cable system. As of December 31, 2001 and 2000, no
installation revenues have been deferred, as direct selling costs have exceeded
installation revenues.

            Local governmental authorities impose franchise fees on the
Partnership ranging up to a federally mandated maximum of 5% of gross revenues.
Such fees are collected on a monthly basis from the Partnership's customers and
are periodically remitted to local franchise authorities. Franchise fees
collected and paid are reported as revenues and expenses.

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. As of
December 31, 2001 and 2000, the book basis of the Partnership's net assets
exceeds its tax basis by approximately $1,266,500 and $1,170,000, respectively.
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 or loss for the years ended December 31, 2001 and
2000, in the financial statements is approximately $53,100 more than tax income
or loss and $209,600 less than tax income or loss for the same period,
respectively, caused principally by timing differences in depreciation expense.

Net Income (Loss) per Unit of Limited Partnership Interest

            Net income (loss) per unit of limited partnership interest is based
on the average number of units outstanding during the periods presented. For
this purpose, net income (loss) has been allocated 99% to the Limited Partners
and 1% to the General Partner. 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
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.


                                      F-8
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

(2) PARTNERSHIP MATTERS

            The Partnership was formed December 12, 1983 by a partnership
agreement, as amended (the "Partnership Agreement"), to acquire, construct,
improve, develop and operate cable television systems. The Partnership Agreement
provides for Enstar Communications Corporation (the "Corporate 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 raised 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 Corporate 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 November 12, 1999, Charter Communications Holdings Company, LLC,
an entity controlled by Charter Communications, Inc. ("Charter"), acquired both
the Corporate General Partner, as well as Falcon Communications, L.P.
("Falcon"), the entity that provided management and certain other services to
the Partnership. Charter is the nation's fourth largest cable operator, serving
approximately seven 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) provide management and
other services to the Partnership. Charter receives a management fee and
reimbursement of expenses from the Corporate General Partner for managing the
Partnerships cable television operations. The Corporate General Partner, Charter
and affiliated companies are responsible for the management of the Partnership
and its operations.

            The amended 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 1% 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 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.

(3) PROPOSED SALE OF ASSETS

            The Partnership's Corporate General Partner continues to operate the
Partnership's cable television systems while investigating potential divestiture
transactions for the benefit of its unitholders.


                                      F-9
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

            In 1999, the Corporate General Partner sought purchasers for all of
the cable television systems of the Partnership and other affiliated
Partnerships of which the Corporate General Partner is also the general partner.
This effort was undertaken primarily because, based on the Corporate General
Partner's experience in the cable television industry, it was concluded that
generally applicable market conditions and competitive factors were making (and
would increasingly make) it extremely difficult for smaller operators of rural
cable systems (such as the Partnership and the other affiliated partnerships) to
effectively compete and be financially successful. This determination was based
on the anticipated cost of electronics and additional equipment to enable the
Partnership's systems to operate on a two-way basis with improved technical
capacity, insufficiency of Partnership cash reserves and cash flows from
operations to finance such expenditures, limited customer growth potential due
to the Partnership's systems' rural location, and a general inability of a small
cable system operator such as the Partnership to benefit from economies of scale
and the ability to combine and integrate systems that large cable operators
have.

            The Corporate General Partner believes that if the Partnership were
to make comprehensive additional upgrades to enable the variety of enhanced and
competitive services available in today's marketplace, particularly in light of
the potential overbuilds and the high cost of two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, so that making these
upgrades would not be economically prudent. Furthermore, in Covington,
Tennessee, the city has sold bonds and expects to launch cable service over its
new system in April 2002, and has also resolved not to renew the Partnership's
franchise. In Bolivar, Tennessee, the local municipal utility has received a
franchise to operate a competing cable system. Thus, only limited plant upgrades
have been made, and generally only where necessary to meet the requirements of
existing franchises or when believed to be economically viable.

            As a result of the Corporate General Partner's attempts to sell its
systems, on November 30, 2000, the Partnership completed the closing of the sale
of its cable systems serving Kershaw, South Carolina to an unrelated purchaser
for $5,250,000 (subject to normal closing adjustments). Final proceeds from the
sale, after closing adjustments were $5,229,500, resulting in a gain on sale of
cable system of $4,349,800. On October 10, 2000, a distribution of approximately
$4,938,600, or approximately $165 per limited partnership unit, was made
resulting from this sale.

            Summarized unaudited pro forma operating results of the Partnership
as though such disposition had occurred on January 1, 2000, with adjustments to
give effect to amortization of franchise, interest expense, and certain other
adjustments, follows.

<TABLE>
<S>                                                                      <C>
          Revenues                                                       $   3,975,600
          Service costs                                                     (1,417,700)
          General and administrative expenses                                 (926,800)
          General partner management fees and reimbursed expenses             (493,300)
          Depreciation and amortization                                       (720,300)
                                                                         -------------

          Operating income                                                     417,500
          Other                                                                106,700
                                                                         -------------

          Net income                                                     $     524,200
                                                                         =============
</TABLE>


                                      F-10
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

            The unaudited pro forma financial information has been presented for
comparative purposes and does not purport to be indicative of the operating
results of operations had this transaction been completed as of the assumed date
or which may be obtained in the future.

            Also in 2000, as a result of marketing efforts using an independent
broker experienced in the sale of cable systems, the Partnership, together with
certain affiliated partnerships for which the Corporate General partner also
served as a General Partner (collectively, the "Gans Selling Partnerships"),
entered into a purchase and sale agreement, dated as of June 21, 2000, as
amended as of September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The
Gans Agreement provided for Gans to acquire the assets comprising the
Partnership's systems, as well as certain assets of the other Gans Selling
Partnerships. Following a series of discussions and meetings, the Partnership
and Gans determined that they were not able to agree on certain further
amendments to the Gans Agreement required to satisfy conditions precedent to
close the transactions. In light of these conditions and existing economic and
financial market conditions, and their impact on Gans' inability to arrange
financing in order to close the acquisitions, on April 18, 2001, the parties
agreed to terminate the Gans Agreement.

            Following termination of the Gans Agreement, the broker continues to
market the Partnership's systems. However, the Corporate General Partner can
give no assurance of when or if the Partnership's systems will be sold.

            Other expense of $248,200 and $94,000 for the years ended December
31, 2001 and 2000, respectively, represents legal and proxy costs associated
with the proposed sale of the Partnership's assets.

(4) PROPERTY, PLANT AND EQUIPMENT

            Property, plant and equipment consist of the following as of the
dates presented:

<Table>
<Caption>
                                                   December 31,
                                          ----------------------------
                                              2001            2000
                                          ------------    ------------
<S>                                       <C>             <C>
      Cable distribution systems          $ 14,331,400    $ 13,019,700
      Land and improvements                     19,000           9,000
      Vehicles, furniture and equipment        681,100         595,700
                                          ------------    ------------

                                            15,031,500      13,624,400
      Less:  accumulated depreciation      (10,985,300)    (10,198,900)
                                          ------------    ------------

                                          $  4,046,200    $  3,425,500
                                          ============    ============
</Table>

            Depreciation expense for the years ended December 31, 2001 and 2000
was $786,400 and $810,500, respectively.


                                     F-11
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

(5) CREDIT FACILITY

            The Partnership was party to a loan agreement with Enstar Finance
Company, LLC, a subsidiary of Enstar Communications Corporation (ECC) that
matured on August 31, 2001. The loan facility was not extended or replaced.

(6) COMMITMENTS AND CONTINGENCIES

            Other commitments include approximately $1.0 million at December 31,
2001 to upgrade the Partnership's cable systems in six franchise areas.
Franchise agreements for the six required upgrades specify completion dates
ranging to December 2003.

            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 in Covington and pay franchise
fees to the city. In March 2000, Charter submitted another proposal to the city
on behalf of the Partnership. The city suspended the hearing to consider
Charter's renewal proposal, and in May 2000 issued a resolution denying its
consent to transfer controlling interest in the Partnership from an affiliate of
Charter. In November 2000, the city sold $5,300,000 in municipal bonds to
finance construction of a municipally owned cable system. The city will be
actively competing with the Partnership following the completion of the city's
cable plant during the first quarter of 2002. Should the determination not to
renew the franchise be upheld, or if the Partnership did not have the authority
to transfer the affiliate's interest to Charter, then the Partnership would have
no right to continue operations within the city unless the city issued a new
franchise. The loss of the Partnership's franchise and the related loss of
customers 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. As we have in Covington, the Partnership has
continued to operate our 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 customers would have an adverse impact on the Partnership's financial
condition and results of operations. As of December 31, 2001, there were
approximately 2,400 and 1,400 basic customers in the cities of Covington and
Bolivar, respectively.

Litigation

            The Partnership is involved from time to time in routine legal
matters and other claims incidental to its business. The Partnership believes
that the resolution of such matters will not have a material adverse impact on
its financial position or results of operations.

Regulation in the Cable Television Industry

            The operation of a cable system is extensively regulated by the
Federal Communications Commission (FCC), some state governments and most local
governments. 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. The 1996 Telecommunications Act ("1996 Telecom Act")
altered the regulatory structure governing the nation's


                                      F-12
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

communications providers. It removed barriers to competition in both the cable
television market and the local telephone market. Among other things, it reduced
the scope of cable rate regulation and encouraged additional competition in the
video programming industry by allowing local telephone companies to provide
video programming in their own telephone service areas.

            The 1996 Telecom Act required 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 the Partnership's operations.

Insurance

            Insurance coverage is maintained for all of the cable television
properties owned or managed by Charter to cover damage to cable distribution
systems, customer connections and against business interruptions resulting from
such damage. This coverage is subject to a significant annual deductible which
applies to all of the cable television properties owned or managed by Charter,
including those of the Partnership.

            Approximately 82% of the Partnership's customers are served by the
Partnership's 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 flow. The Partnership continues to maintain insurance coverage in amounts
the Partnership's management views as appropriate for all other property,
liability, automobile, workers' compensation and other insurable risks.

(7) 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. Effective January 1, 1999, the
Profit Sharing Plan was amended, whereby the Partnership would make the
participants' contribution equal to 100% of the first 3% and 50% of the next 2%
of the participants' contributions. Contributions of approximately $9,300 and
$5,400 were made during 2001 and 2000, respectively.

(8) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES

            The Partnership has a management and service agreement (the
"Management Agreement") with Enstar Cable Corporation ("Enstar Cable"), a wholly
owned subsidiary of the Corporate General Partner, for a monthly management fee
of 5% of gross revenues to Enstar Cable excluding revenues from the sale of
cable television systems or franchises. Management fee expense was $186,100 and
$232,100 for the years ended December 31, 2001 and 2000, respectively.
Management fees are non-interest bearing.

            In addition to the monthly management fee, the Partnership
reimburses Enstar Cable for direct expenses incurred on behalf of the
Partnership, and for the Partnership's allocable share of operational costs
associated with services provided by Enstar Cable. Additionally, Charter and its
affiliates provide other


                                     F-13
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

management and operational services for the Partnership. These expenses are
charged to the properties served based primarily on the Partnership's allocable
share of operational costs associated with the services provided. The total
amount charged to the Partnership for these services was $223,200 and $338,300
for the years ended December 31, 2001 and 2000, respectively.

            Substantially all programming services had been purchased through
Charter. Charter charges the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $855,500 and $939,600 for the
years ended December 31, 2001 and 2000, respectively. Programming fees are
included in service costs in the accompanying statements of operations.

(9) NEW ACCOUNTING STANDARDS

            In June 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations", No. 142, "Goodwill and Other Intangible Assets" and No. 143,
"Accounting for Asset Retirement Obligations." SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting and was adopted by the Partnership on July 1,
2001. Management believes that adoption of SFAS No. 141 did not have an impact
on the financial statements of the Partnership.

            Under SFAS No. 142, goodwill and other indefinite lived intangible
assets are no longer subject to amortization over their useful lives, rather,
they are subject to at least annual assessments for impairment. Also, under SFAS
No. 142, an intangible asset should be recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights or if the
intangible asset can be sold, transferred, licensed, rented or exchanged. Such
intangibles continue to be amortized over their useful lives. SFAS 142 was
implemented by the Partnership on January 1, 2002. Management believes that
adoption of SFAS No. 142 did not have a material impact on the financial
statements of the Partnership.

            Under SFAS No. 143, the fair value of a liability for an asset
retirement obligation is required to be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 will be implemented by the Partnership on January
1, 2002. Management believes that adoption of SFAS No. 143 will not have a
material impact on the financial statements of the Partnership.

            In August 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS
No. 144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Partnership on January 1, 2002. The Partnership is currently in process of
assessing the impact of adoption of SFAS No. 144.


                                      F-14
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

To the Partners of
Enstar Income Program 1984-1, L.P. (a Georgia limited partnership):

We have audited the accompanying statements of operations, partnership capital
(deficit), and cash flows of Enstar Income Program 1984-1, L.P. (a Georgia
limited partnership) for the year 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Enstar Income
Program 1984-1, L.P. for the year 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-15
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                             STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                                 <C>
REVENUES                                                            $ 5,090,800
                                                                    -----------

OPERATING EXPENSES:
   Service costs                                                      1,928,600
   General and administrative expenses                                  761,700
   General partner management fees and reimbursed expenses              590,400
   Depreciation and amortization                                        854,500
                                                                    -----------

                                                                      4,135,200
                                                                    -----------

           Operating income                                             955,600
                                                                    -----------

OTHER INCOME (EXPENSE):
   Interest expense                                                     (92,400)
   Interest income                                                       61,900
   Casualty loss                                                       (113,300)
   Costs of potential sale of cable television system                   (18,800)
                                                                    -----------

                                                                       (162,600)
                                                                    -----------

NET INCOME                                                          $   793,000
                                                                    ===========

NET INCOME ALLOCATED TO GENERAL PARTNER                             $     7,900
                                                                    ===========

NET INCOME ALLOCATED TO LIMITED PARTNERS                            $   785,100
                                                                    ===========

NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST                 $     26.22
                                                                    ===========
</TABLE>

                 See accompanying notes to financial statements


                                      F-16
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                   STATEMENT OF PARTNERSHIP CAPITAL (DEFICIT)

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                    General     Limited
                                                    Partner     Partners       Total
                                                   --------    ----------   ----------
<S>                                                <C>         <C>          <C>
PARTNERSHIP CAPITAL (DEFICIT), January 1, 1999     $(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-17
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                             STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                                                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                          $   793,000
   Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                       854,500
       Amortization of deferred loan costs                                                  29,700
       Casualty loss                                                                       113,300
       Increase (decrease) from changes in:
         Accounts receivable, prepaid expenses and other assets                           (140,000)
         Accounts payable                                                                    4,700
                                                                                       -----------

           Net cash provided by operating activities                                     1,655,200
                                                                                       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                 (1,050,500)
                                                                                       -----------

           Net cash used in investing activities                                        (1,050,500)
                                                                                       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to affiliates                                                                       322,800
                                                                                       -----------

           Net cash provided by financing activities                                       322,800
                                                                                       -----------

           Net increase in cash                                                            927,500

CASH, BEGINNING OF YEAR                                                                  1,036,000
                                                                                       -----------

CASH, END OF YEAR                                                                      $ 1,963,500
                                                                                       ===========
</TABLE>

                 See accompanying notes to financial statements


                                      F-18
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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 small to
medium-sized communities in 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.

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:

<TABLE>
<S>                                               <C>
           Cable television systems                                    5-15 years
           Vehicles                                                       3 years
           Furniture and equipment                                      5-7 years
           Leasehold improvements                 Shorter of life of lease or useful life of asset
</TABLE>

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 customers 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.

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


                                      F-19
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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.

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


                                      F-20
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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.

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


                                      F-21
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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 - 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 that 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 6 - 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:


                                      F-22
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

<TABLE>
<CAPTION>
                     Year                               Amount
               -----------------                   -----------------
<S>                                                     <C>
                     2000                               $ 12,500
                     2001                                 11,900
                     2002                                  6,100
                     2003                                  5,400
                     2004                                  5,400
                  Thereafter                              10,800
                                                   -----------------

                                                        $ 52,100
                                                   =================
</TABLE>

            Rentals, other than pole rentals, charged to operations amounted to
$31,000 in 1999. Total expense charged to operations for pole rentals was
$99,400 in 1999.

            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.

            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 customers 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 customers 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
5. As of December 31, 1999, there were 1,761 and 1,279 basic customers in the
cities of Covington and Bolivar, respectively, which together represent
approximately 30% of the Partnership's basic customers 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 prices 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 prices
charged for the Partnership's cable services. The Partnership believes that
compliance


                                      F-23
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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 price 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 customer 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 customer connections and against business
interruptions resulting from such damage. This coverage is subject to a
significant annual deductible which applies to all of the cable television
properties formerly owned or managed by FCLP through November 12, 1999, and
currently managed by Charter, including the Partnership.

            Approximately 63% of the Partnership's customers 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 7 - 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 the
participants' contribution equal to 100% of the first 3% and 50% of the next 2%
of the participants' contributions. Contributions of $1,200 were made during
1999.

NOTE 8 - 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 $261,100 and $254,500 during 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


                                      F-24
<PAGE>

                       ENSTAR INCOME PROGRAM 1984-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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 $335,900 during 1999.

            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 5.

            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 $44,500 in 1999. 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.

            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 $1,192,800 and 1999, respectively. Programming fees are included in service
costs in the statements of operations.

NOTE 9 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

            During the year ended December 31, 1999, cash paid for interest
amounted to $92,400.


                                      F-25
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number         Description
------         -----------
<S>            <C>
   2.1a        Asset Purchase Agreement dated June 21, 2000, by and among
               Multimedia Acquisition Corp., as Buyer, and Enstar Income Program
               1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar
               Income/Growth Program Six-A, L.P., Enstar VII, Enstar VIII and
               Enstar X, Ltd., as Sellers. (Incorporated by reference to the
               Current Report on Form 8-K of Enstar Income Program 1984-1, L.P.,
               File No. 000-13333, filed on June 30, 2000.)

   2.1b        Amendment dated September 29, 2000, of the Asset Purchase
               Agreement dated June 21, 2000, by and among Multimedia
               Acquisition Corp., as Buyer, and Enstar Income Program 1984-1,
               L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth
               Program Six-A, L.P., Enstar VII, Enstar VIII and Enstar X, Ltd.,
               as Sellers. (Incorporated by reference to the exhibits to the
               Current Report on Form 10-Q of Enstar Income/Growth Program
               Six-A, File No. 000-17687 for the quarter ended September 30,
               2000.)

   3           The Sixteenth Amended and Restated Agreement of Limited
               Partnership of Enstar Income Program 1984-1, L.P., Dated as of
               August 1, 1988. (Incorporated by reference to the exhibits to the
               Registrant's Annual Report on Form 10-K, File No. 000-13333 for
               the fiscal year ended December 31, 1988.)

   10.1        Management Agreement between Enstar Income Program 1984-1 and
               Enstar Cable Corporation. (Incorporated by reference to the
               exhibits to the Registrant's Annual Report on Form 10-K, File No.
               000-13333 for the fiscal year ended December 31, 1986.)

   10.2        Management Services Agreement between Enstar Cable Corporation
               and Falcon Communications, L.P. dated as of September 30, 1998
               (Incorporated by reference to the exhibits to the Annual Report
               on Form 10-K of Enstar Income Program II-1, L.P., File No.
               000-14508 for the fiscal year ended December 31, 2001.)

   10.3        Service agreement between Enstar Communications Corporation,
               Enstar Cable Corporation and Falcon Communications, L.P. dated as
               of September 30, 1998 (Incorporated by reference to the exhibits
               to the Annual Report on Form 10-K of Enstar Income Program II-1,
               L.P., File No. 000-14508 for the fiscal year ended December 31,
               2001.)

   10.4        Consulting Agreement between Enstar Communications Corporation
               and Falcon Communications, L.P. dated as of September 30, 1998
               (Incorporated by reference to the exhibits to the Annual Report
               on Form 10-K of Enstar Income Program II-1, L.P., File No.
               000-14508 for the fiscal year ended December 31, 2001.)

   10.5        Franchise Ordinance and related documents thereto granting a
               non-exclusive community antenna television franchise for the City
               of Covington, Tennessee. (Incorporated by reference to the
               exhibits to the Registrant's Annual Report on Form 10-K, File No.
               000-13333 for the fiscal year ended December 31, 1987.)

 **10.6        Franchise Ordinance and related documents thereto granting a
               non-exclusive community antenna television franchise for the City
               of Brownsville, Tennessee.

   21.1        Subsidiaries: None.

** 99.1        Letter responsive to Temporary Note 3T to Article 3 of Regulation
               S-X.
</TABLE>

**  Exhibits attached


                                      E-1