##### 



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 
 FORM 10-K
 
 (Mark One)[X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 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 incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 12405 Powerscourt Drive
St. Louis, Missouri 63131
    
    (314) 965-0555(Address of principal executive offices including zip code)
    
    (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the Act: NoneSecurities registered pursuant to Section 12(g) of the Act: Title of each class
    
    Name of each exchange on which registeredUnits 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. [ ] State the aggregate market value of the voting equity securities held by
non-affiliates of the registrant: All 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.




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ENSTAR INCOME PROGRAM 1984-1, L.P.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS PagePART IItem 1.
    
    Business
    
    
    3Item 2.
    
    Properties
    
    
    6Item 3.
    
    Legal Proceedings
    
    
    6Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    6PART IIItem 5.
    
    Market for the
Registrants Equity Securities and Related Security Holder Matters
    
    
    7Item 6.
    
    Selected Financial Data
    
    
    8Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    12Item 8.
    
    Financial Statements and Supplementary Data
    
    
    12Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    12Item 9A.
    
    Controls and Procedures
    
    
    12PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    13Item 11.
    
    Executive Compensation
    
    
    15Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    16Item 13.
    
    Certain Relationships and Related Transactions
    
    
    16PART IVItem 14.
    
    Principal Accounting Fees and Services
    
    
    18Item 15.
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    18Signatures
    
    
    
    
    19
 This annual report on Form 10-K is for the year ended December 31, 2003. This
annual report modifies and supersedes documents filed prior to this annual
report. The Securities and Exchange Commission (SEC) allows us to
incorporate by reference information that we file with the SEC, which means
that we can disclose important information to you by referring you directly to
those documents. Information incorporated by reference is considered to be
part of this annual report. In addition, information that we file with the SEC
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.




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PART I 
 ITEM 1. BUSINESS. Introduction Enstar Income Program 1984-1, L.P., a Georgia limited partnership (the
Partnership), was engaged in the ownership and operation of cable television
systems in Tennessee and North Carolina. 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 provided for Enstar Communications Corporation (the
Corporate General Partner) and Robert T. Graff, Jr. to be the General Partner
and for the admission of Limited Partners through the sale of interests in the
Partnership. On September 30, 1988, Falcon Cablevision, a California limited partnership,
purchased all of the outstanding capital stock of the Corporate 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. The General Partner of the Partnership is the Corporate General Partner. Since
its incorporation 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. On November 12, 1999, the Corporate General
Partner became an indirect controlled subsidiary of Charter Communications,
Inc., also called Charter, a large cable operator, serving approximately 6.54
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 Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO
63131-0555 and their telephone number is (314) 965-0555. Charter has a website
accessible at http://www.charter.com. The Partnerships public filings are available from the Securities and Exchange
Commission at 1-800-SEC-0330 or at Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at www.sec.gov. Liquidation Basis Accounting and Sales of Cable Systems 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 believed that if the Partnership would have made
the comprehensive additional upgrades to enable the variety of enhanced and
competitive services available in the marketplace, particularly in light of the
high cost of two-way capability, the Partnership would not have been able to
recoup the costs or regain its ability to operate profitably within the
remaining term of its franchises, so that making these upgrades would not have
been economically prudent. Furthermore, in Covington, Tennessee, the City
launched a competing cable service in April 2002. In Bolivar, Tennessee, the
local municipal utility received a franchise to operate a competing cable
system, although at the time the Partnership sold the systems the municipal
utility had not obtained funds to build a cable system. Thus, only limited
plant upgrades were made, and generally only where necessary to compete, meet
the requirements of existing franchises, or when believed to be economically
viable. In particular, in 2001 we 3




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began to introduce into the Brownsville, Covington and Snowhill communities the
small system digital solution to help preserve the existing customer base, to
compete with the overbuild activities of the City of Covington discussed more
fully herein and to provide additional channel capacity as required under the
franchise agreement. 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. On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of all of its cable systems to Telecommunications
Management, LLC (Telecommunications Management) for a total sale price of
approximately $3,916,300 (an average of approximately $643 per customer
acquired). This sale was a part of a larger transaction in which the
Partnership and nine other affiliated partnerships (which, together with the
Partnership are collectively referred to as the Telecommunications Management
Selling Partnerships) sold all of their remaining assets used in the operation
of their respective cable systems to Telecommunications Management for a total
cash sale price of approximately $15,341,600 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale
was subject to the approval of a majority of the holders of the Partnerships
units and approval of the holders of the other Telecommunications Management
Selling Partnerships. In addition, the transaction was subject to certain
closing conditions, including regulatory and franchise approvals. On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of all of its remaining cable
systems to Telecommunications Management. The February 6, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit and the outside closing date each
by 60 days. On April 7, 2003, the second installment of the escrow deposit was
due and was not made. On April 24, 2003, the Partnership entered into another side letter amending
the asset purchase agreement providing for the sale of all of its remaining
cable systems to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Partnership entered into a third side letter amending the
asset purchase agreement providing for the sale of all of its remaining cable
systems to Telecommunications Management. The June 6, 2003 side letter amended
the asset purchase agreement to reduce the purchase price of the remaining
cable systems in the Selling Partnerships to approximately $14,487,200, subject
to closing sale price adjustments, of which approximately $3,505,500 related to
the cable systems in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, the Partnership completed the Telecommunications
Management Sale for a total adjusted sales price of approximately $2,909,800
(approximately $575 per customer acquired), subject to post closing
adjustments. The Partnership finalized its proposed plan of liquidation in July 2003 in
connection with the filing of the proxy to obtain partner approval for the sale
of the Partnerships final cable systems and the subsequent liquidation and
dissolution of the Partnership. In August 2003, the required number of votes
necessary to approve the Telecommunications Management Sale and subsequent
liquidation and dissolution of the Partnership were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of July
31, 2003. Accordingly, the assets in the accompanying statements of net assets
in liquidation as of December 31, 2003 have been stated at estimated realizable
values and the liabilities have been stated at estimated settlement amounts.
The statements of operations, partnership capital and cash flows for the period
from January 1, 2003 to July 31, 2003 and for the years ended December 31, 2002
and 2001 have been presented on a going concern basis comparable to prior
periods and do not reflect the effects of the change to the liquidation basis
of accounting. The change to liquidation basis accounting resulted in an
increase to property, plant and equipment of $49,500 and recognition of a
liability for expected operating losses through the effective date of sale
(August 31, 2003) of $38,100. In addition, estimated accrued costs of
liquidation of $77,300 were recorded in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation as an
estimate of costs to be incurred subsequent to the sale of the systems but
prior to final dissolution of the Partnership and $54,700 was recorded in Due
to affiliates representing negative capital account balances expected to be
funded by the General Partner. Net assets in liquidation as of December 31,
2003 represent the estimated distributions to the Limited Partners and the
General 4




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Partner. Distributions ultimately made to the partners upon liquidation will
differ from the net assets in liquidation recorded in the accompanying
statements of net assets in liquidation as of December 31, 2003 as a result of
post closing adjustments to the sale proceeds received by the Partnership and
adjustments to accrued costs of liquidation. No assurance can be given as to
the amount of final distributions to be made to the partners. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made an initial distribution payment of $1.6 million to the Limited
Partners in November 2003. A second and final liquidating distribution will
occur on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. In order to reduce costs during the liquidation period, we submitted a request
for a no action letter on October 30, 2003 (the Letter) from the Division of
Corporation Finance (the Division) of the Securities and Exchange Commission
seeking to relieve us from filing annual and quarterly reports on Forms 10-K
and 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Letter requested that the Division not recommend enforcement action
to the Commission against us for not filing these reports, subject to complying
with the requirements of the Letter. Our request currently is pending with the
Division and no relief has been granted. As such, we will continue to file
annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act
pending receipt of a favorable no action letter or until final dissolution of
the Partnership. However, in connection with the relief requested by the
Letter, we have undertaken not to consent to the admission of any transferee of
units as a limited partner in the Partnership, subject to the terms of our
partnership agreement, except for transfers for estate planning, gift and
intra-family transfer purposes. Following approval of the no action letter, we
will continue to provide financial statements to the Limited Partners in a
non-public presentation. Franchises Our franchise agreement with the City of Covington, Tennessee (the City)
expired in 1994. By agreement with the City, we continued to operate the cable
system in Covington and pay franchise fees to the City on a month-to-month
basis until a new franchise agreement was reached. In March 2000, the
Corporate General Partner submitted a renewal proposal to the City on our
behalf. In November 2000, the City sold municipal bonds to finance
construction of a municipally-owned cable system. The City completed the
construction project in the first quarter of 2002 and since April 2002 actively
competed against us. In July 2002, we received a letter from the City Attorney advising us that we

may not operate within the city limits and demanding we discontinue service
within thirty days. On August 7, 2002, the Corporate General Partner filed a
lawsuit on behalf of us in the United States District Court for the Western
District of Tennessee against the City, the Covington Electric System Board of
Public Utilities and Covington Cable. We alleged that the City and other
defendants unlawfully attempted to shut down our cable television system in
Covington, in order to eliminate competition to the new City-owned cable
system. We also alleged that the City failed to follow the federal statutory
procedures governing the renewal of a cable television franchise and attempted
to shut down our cable system, without having complied with those procedures or
even formally having denied the numerous renewal proposals, in contravention of
federal law. We sought a declaration from the Court that the Citys actions
were unlawful and violated the 1992 Cable Act, franchise provisions, federal
antitrust laws, state common law, the Tennessee Consumer Protection Act and
both the United States and Tennessee Constitutions. We also sought a
preliminary injunction against all three defendants. The defendants agreed to
take no action against our provision of services in Covington until the Court
ruled on the motion for preliminary injunction. In November 2003, after the
closing of the Telecommunications Management Sale, the Corporate General
Partner filed and the Court accepted a notice to dismiss the lawsuit with the
Court. Competition Prior to the Telecommunications Management Sale, we faced competition in the
areas of price, services and service reliability. Our key competitors included
Direct Broadcast Satellite, broadcast television, traditional overbuilds,
telephone companies and utilities, private cable and wireless distribution.
Following the Telecommunications Management Sale, we ceased operations and
therefore have no competition. 5




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Employees The various personnel required to operate our business up through the close of
the Telecommunications Management Sale were employed by the Corporate General
Partner, its subsidiary corporation, and Charter, the cost of which was charged
directly to the Partnership. Following the Telecommunications Management Sale,
we ceased operations and terminated the remaining employees of the Partnership. 
 ITEM 2. PROPERTIES. All of our cable systems and the associated property leased or owned by them
were sold effective August 31, 2003. 
 ITEM 3. LEGAL PROCEEDINGS. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, the parent of the Corporate General Partner and the Manager
is the defendant in twenty-two class action and shareholder lawsuits and is the
subject of a grand jury investigation being conducted by the United States
Attorneys Office for the Eastern District of Missouri into certain of its
accounting and reporting practices, focusing on how Charter reported customer
numbers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. The United States Attorneys Office has publicly
stated that Charter is not currently a target of the investigation. Charter
has also been advised by the United States Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated subscriber account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
informed the Corporate General Partner that they are fully cooperating with the
investigation. Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these
matters could have a material adverse effect on Charters results of operations
and financial condition which could in turn have a material adverse effect on
the Partnership. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2003. 6




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PART II 
 ITEM 5. MARKET FOR THE REGISTRANTS EQUITY SECURITIES AND RELATED SECURITY
HOLDER MATTERS. Restrictions on Admission as Limited Partner Our only remaining activities include settling our affairs in the normal course
of liquidation and our only remaining assets consist of temporary investments
in short-term securities and the right to receive certain escrowed amounts. In
addition, there has historically been only limited trading in our limited
partnership units and the units have never been listed or traded on a public
securities exchange or on any similar trading facility. Therefore, in order to
reduce costs during the liquidation period, we submitted a request for a no
action letter on October 30, 2003 (the Letter) from the Division of
Corporation Finance (the Division) of the Securities and Exchange Commission
seeking to relieve us from filing annual and quarterly reports on Forms 10-K
and 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Letter requested that the Division not recommend enforcement action
to the Commission against us for not filing these reports, subject to complying
with the requirements of the Letter. Our request currently is pending with the
Division and no relief has been granted. As such, we will continue to file
annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act
pending receipt of a favorable no action letter or until final dissolution of
the Partnership. However, in connection with the relief requested by the
Letter, we have undertaken not to consent to the admission of any transferee of
units as a limited partner in the Partnership, subject to the terms of our
partnership agreement, except for transfers for estate planning, gift and
intra-family transfer purposes. Following approval of the no action letter, we
will continue to provide financial statements to the Limited Partners in a
non-public presentation. The approximate number of equity security holders of record was 762 as of
December 31, 2003. 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 distributed 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,
distributions will be made in amounts equal to the respective partners
remaining capital account balances. 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. We began making periodic cash distributions to the Limited Partners during 1984
and discontinued distributions in January 1990. In 2000, we distributed $5.0
million to our Limited Partners and Corporate General Partner from the proceeds
received from the sale of our Kershaw, South Carolina cable system. No
distributions were made during 2002 and 2001. In 2003, we distributed $1.6
million to our Limited Partners from the proceeds received from the sale of our
remaining cable systems. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with its partnership agreement. A
second and final liquidating distribution will occur on or after October 2004
upon the release of the indemnity escrow and the receipt of the remaining
proceeds of such escrow if any. 7




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ITEM 6. SELECTED FINANCIAL DATA. The table below presents selected financial data of the Partnership for the
five years ended December 31, 2003. 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. For the Periodfrom January 1,
    
    Year Ended December 31,2003 to July 31,OPERATIONS STATEMENT DATA
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999Revenues
    
    $
    1,646,900
    
    
    $
    3,241,300
    
    
    $
    3,722,000
    
    
    $
    4,642,500
    
    
    $
    5,090,800Operating expenses
    
    
    1,558,400
    
    
    
    2,820,100
    
    
    
    2,792,500
    
    
    
    3,226,700
    
    
    
    3,280,700Depreciation and amortization
    
    
    589,700
    
    
    
    956,900
    
    
    
    824,700
    
    
    
    852,400
    
    
    
    854,500Asset impairment charge
    
    
    100,000
    
    
    
    1,856,800
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    (601,200
    )
    
    
    (2,392,500
    )
    
    
    104,800
    
    
    
    563,400
    
    
    
    955,600Interest income
    
    
    4,300
    
    
    
    18,700
    
    
    
    67,800
    
    
    
    173,600
    
    
    
    61,900Interest expense
    
    
    
    
    
    
    
    
    
    
    (17,900
    )
    
    
    (32,200
    )
    
    
    (92,400
    )Gain on sale of cable assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,349,800
    
    
    
    Casualty gain (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,800
    
    
    
    (113,300
    )Other income (expense)
    
    
    (16,200
    )
    
    
    3,100
    
    
    
    (248,200
    )
    
    
    (94,000
    )
    
    
    (18,800
    )Net income (loss)
    
    $
    (613,100
    )
    
    $
    (2,370,700
    )
    
    $
    (93,500
    )
    
    $
    5,040,400
    
    
    $
    793,000Distributions paid to partners
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,988,500
    
    
    $
    Per unit of limited partnership interest:Net income (loss)
    
    $
    (20.27
    )
    
    $
    (78.39
    )
    
    $
    (3.09
    )
    

    $
    166.67
    
    
    $
    26.22Distributions
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    164.95
    
    
    $
    OTHER OPERATING DATANet cash from operating activities
    
    $
    (557,600
    )
    
    $
    1,115,000
    
    
    $
    1,271,800
    
    
    $
    1,308,600
    
    
    $
    1,655,200Net cash from investing activities
    
    $
    (74,800
    )
    
    $
    (2,162,400
    )
    
    $
    (1,416,500
    )
    
    $
    4,092,200
    
    
    $
    (1,050,500
    )Net cash from financing activities
    
    $
    
    
    
    $
    10,900
    
    
    $
    
    
    
    $
    (4,997,500
    )
    
    $
    322,800Capital expenditures
    
    $
    74,800
    
    
    $
    2,162,400
    
    
    $
    1,407,100
    
    
    $
    1,124,500
    
    
    $
    1,050,500
 As of December 31,BALANCE SHEET DATA
    
    2002
    
    2001
    
    2000
    
    1999Total assets
    
    $
    4,744,800
    
    
    $
    6,498,700
    
    
    $
    6,430,200
    
    
    $
    6,537,900General Partners deficit
    
    $
    (47,900
    )
    
    $
    (24,200
    )
    
    $
    (23,300
    )
    
    $
    (23,800
    )Limited Partners capital
    
    $
    2,541,200
    
    
    $
    4,877,300
    
    
    $
    4,969,900
    
    
    $
    4,918,500
 8




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For the period fromAugust 1, 2003 toCHANGES IN NET ASSETS IN LIQUIDATION
DATA
    
    December 31, 2003Revenues
    
    $
    226,400Interest income
    
    
    300Total additions
    
    
    226,700Operating expenses
    
    
    221,300Capital expenditures
    
    
    43,500Distributions
    
    
    1,646,700Total deductions
    
    
    1,911,500Recognition of accrued operating results
    
    
    38,100Net decrease in net assets in liquidation
    
    $
    (1,646,700
    )
 As of December 31,NET ASSETS IN LIQUIDATION DATA
    
    2003Total assets
    
    $
    1,244,700Net assets in liquidation
    
    $
    222,300
 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. Introduction This report includes certain forward-looking statements regarding, among other
things, our future costs of liquidation, legal requirements and our estimated
future distributions. Such forward-looking statements involve risks and
uncertainties including, without limitation, the uncertainty of legislative and
regulatory changes and the costs required to liquidate the Partnership, as
discussed more fully elsewhere in this Report. The Partnership finalized its proposed plan of liquidation in July 2003 in
connection with the filing of the proxy to obtain partner approval for the sale
of the Partnerships final cable systems and the subsequent liquidation and
dissolution of the Partnership. In August 2003, the required number of votes
necessary to approve the Telecommunications Management Sale and subsequent
liquidation and dissolution of the Partnership were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of July
31, 2003. Accordingly, the assets in the accompanying statements of net assets
in liquidation as of December 31, 2003 have been stated at estimated realizable
values and the liabilities have been stated at estimated settlement amounts.
The statements of operations, partnership capital and cash flows for the period
from January 1, 2003 to July 31, 2003 and for the years ended December 31, 2002
and 2001 have been presented on a going concern basis comparable to prior
periods and do not reflect the effects of the change to the liquidation basis
of accounting. The change to liquidation basis accounting resulted in an
increase to property, plant and equipment of $49,500 and recognition of a
liability for expected operating losses through the effective date of sale
(August 31, 2003) of $38,100. In addition, estimated accrued costs of
liquidation of $77,300 were recorded in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation as an
estimate of costs to be incurred subsequent to the sale of the systems but
prior to final dissolution of the Partnership and $54,700 was recorded in Due
to affiliates representing negative capital account balances expected to be
funded by the General Partner. Net assets in liquidation as of December 31,
2003 represent the estimated distributions to the Limited Partners and the
General Partner. Distributions ultimately made to the partners upon
liquidation will differ from the net assets in liquidation recorded in the
accompanying statements of net assets in liquidation as of December 31, 2003 as
a result of post closing adjustments to the sale proceeds received by the
Partnership and adjustments to accrued costs of liquidation. No assurance can
be given as to the amount of final distributions to be made to the partners. 9




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Critical Accounting Estimates As discussed above, the financial statements are presented on the liquidation
basis of accounting as of December 31, 2003 and for the period from August 1,
2003 to December 31, 2003. These financial statements include estimates
regarding the estimated costs to liquidate the partnership and the ultimate
resolution of various items accrued for in the financial statements as well as
post closing adjustments to sale proceeds received by the Partnership. No
assurance can be given as to the amount of final distributions to be made to
the partners. Results of Operations The Partnership operated the properties through August 31, 2003 but had no
operations for the period subsequent to that date as a result of the
Telecommunications Management Sale discussed above. In addition, the
Partnership changed to the liquidation basis of accounting on July 31, 2003.
Accordingly, no discussion of operating results for the year ended December 31,
2003 compared to the year ended December 31, 2002 has been provided as the
periods are not comparable nor are they presented on a comparable basis of
accounting.
Revenues and operating expenses in the statement of changes in net assets
in liquidation represent revenues and operating expenses of the Partnership
from the date liquidation accounting was adopted (July 31, 2003) through the
date of sale (August 31, 2003). The asset impairment charge of $100,000 for the period from January 1, 2003 to
July 31, 2003 represents a write down of property plant and equipment related
to our Brownsville, Tennessee cable system to its estimated fair value. It
became apparent during the second quarter of 2003 that based on subscriber
losses during the three months ended June 30, 2003, the book value of the
systems would not be realized. As a result, an asset impairment charge of
$100,000 related to our Brownsville, Tennessee cable system was recorded in the
second quarter of 2003. Net assets in liquidation at December 31, 2003 were $222,300 consisting of
current assets of $1,244,700, offset by current liabilities of $1,022,400.
The net change in net assets in liquidation for year ended December 31,
2003 was a decrease of $1,646,700, which was due to distributions to Limited
Partners of $1,646,700. Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 Revenues decreased $480,700 from $3,722,000 to $3,241,300, or 12.9%, for the
year ended December 31, 2002 compared to the year ended December 31, 2001. The
decrease was primarily due to a decline in basic and premium service customers
partially offset by an increase in prices. As of December 31, 2002 and 2001,
we had approximately 5,600 and 7,600 basic service customers, respectively, and
2,600 and 4,100 premium service customers, respectively. The decline in
customers is primarily due to competition from satellite providers and the
cable system operated by the City of Covington, Tennessee and customer reaction
to increased prices in rebuilt markets. Of the 2,000 decrease in basic service
customers, a decrease of 1,300 is due to the decrease in customers in the
Covington system. Service costs decreased $10,500 from $1,505,500 to $1,495,000 for the year
ended December 31, 2002 as compared to 2001. Service costs represent
programming costs and other costs directly attributable to providing cable
services to customers. The decrease for the year ended December 31, 2002 was
primarily due to a decrease in programming expenses due to the decline in basic
and premium service customers and a decrease in franchise fees offset by an
increase in maintenance expenditures. General and administrative expenses increased $40,700 from $877,700 to
$918,400, or 4.6%, for the year ended December 31, 2002 as compared to 2001.
The increase was due primarily to increases in collection costs and legal fees
incurred in connection with the litigation with the City of Covington. General partner management fees and reimbursed expenses decreased $2,600 from
$409,300 to $406,700 for the year ended December 31, 2002 as compared to 2001.
These costs represent administrative costs reimbursed to Charter by us based on
Charters actual costs incurred. The decrease was primarily due to a decrease
in management fees. Depreciation and amortization expense increased $132,200 from $824,700 to
$956,900, or 16.0%, for the year ended December 31, 2002 as compared to 2001,
primarily due to capital expenditures during the year ended December 31, 2002
and the fourth quarter of 2001 relating to cable systems upgrades. 10




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The asset impairment charge of $1,856,800 for the year ended December 31, 2002,
represents a write down of property plant and equipment related to our
Brownsville, Tennessee and Snow Hill, North Carolina cable systems to their
estimated fair value. It became apparent during the third quarter of 2002 for
Snowhill that based on the status of negotiations for the sale of the cable
system and during the fourth quarter of 2002 for Brownsville that based on
continuing subscriber losses, the book value of the systems would not be
realized. As a result, an asset impairment charge of $1,433,700 related to our
Snow Hill, North Carolina cable system was recorded in the third quarter of
2002 and a $423,100 impairment charge related to our Brownsville, Tennessee
cable system was recorded in the fourth quarter of 2002. Due to the factors described above, our operating income decreased $2,497,300
from $104,800 to a loss of $2,392,500 for the year ended December 31, 2002 as
compared to 2001. Interest income, net decreased $33,000 from $51,700 to $18,700, or 63.8% for
the year ended December 31, 2002 as compared to 2001,
primarily due to lower average cash balances available for investment coupled
with lower interest rates during the year ended December 31, 2002 compared to
2001. Other income of $3,100 and other expense of $248,200 for the years ended
December 31, 2002 and 2001, respectively, represent a gain on the sale of fixed
assets in 2002 and costs associated with a previous unexecuted sales proposal
in 2001. Due to the factors described above, our net loss increased $2,277,200 from
$93,500 to $2,370,700 for the year ended December 31, 2002 compared to 2001. Liquidity and Capital Resources Cash and cash equivalents decreased $61,800 from $1,185,600 at December 31,
2002 to $1,123,800 December 31, 2003 primarily due to proceeds from the
Telecommunications Management Sale of $2,909,800 offset by repayments of
$1,162,100 on the amounts due to affiliates and distributions of $1,646,700.
Cash and cash equivalents decreased $1,036,500 from $2,222,100 at December 31,
2001 to $1,185,600 at December 31, 2002 as a result of capital expenditures of
$2,162,400 offset by $1,115,000 of cash used by operating activities. Capital
expenditures for the period from January 1, 2003 to August 31, 2003 were
$74,800. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made in initial distribution payment of $1.6 million to the Limited
Partners in November 2003. A second and final liquidating distribution will
occur on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. Certain Trends and Uncertainties Charter and our Corporate General Partner have had communications and
correspondence with representatives of certain limited partners, and others,
concerning certain Enstar partnerships of which our Corporate General Partner
is also the Corporate General Partner. While we are not aware of any formal
litigation which has been filed relating to the communications and
correspondence, or the subject matter referred to therein, it is impossible to
predict what actions may be taken in the future or what loss contingencies may
result therefrom. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, the parent of the Corporate General Partner and the Manager
is the defendant in twenty-two class action and shareholder lawsuits and is the
subject of a grand jury investigation being conducted by the United States
Attorneys Office for the Eastern District of Missouri into certain of its
accounting and reporting practices, focusing on how Charter reported customer
numbers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. The United States Attorneys Office has publicly
stated that Charter is not currently a target of the investigation. Charter
has also been advised by the United States Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated subscriber account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
informed the Corporate General Partner that they are fully cooperating with the
investigation. 11




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Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these
matters could have a material adverse effect on Charters results of operations
and financial condition which could in turn have a material adverse effect on
us. 
 ITEM 7A. 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 June 14, 2002. 
 ITEM 9A. CONTROLS AND PROCEDURES. As of the end of the period covered by this report, our Corporate General
Partner, including our Chief Administrative Officer and Principal Financial
Officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures with respect to the information generated
for use in this annual report. The evaluation was based in part upon reports
and affidavits provided by a number of executives of the Corporate General
Partner. Based upon, and as of the date of that evaluation, our Chief
Administrative Officer and Principal Financial Officer concluded that the
disclosure controls and procedures were effective to provide reasonable
assurances that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Commissions
rules and forms. There was no change in our internal control over financial reporting during
2003 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, our
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based upon the above evaluation, we believe
that our controls do provide such reasonable assurances. 12




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PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The Corporate General Partner of the Partnership may be considered for certain
purposes, the functional equivalent of directors and executive officers. The
Corporate General Partner is Enstar Communications Corporation. The directors and executive officers of the Corporate General Partner as of
December 31, 2003, all of whom have their principal employment in a comparable
position with Charter (except Paul Allen who is a director of Charter and not
the Corporate General Partner), are named below: NAME
    
    POSITIONPaul G. Allen
    
    Chairman of the Board of Directors of CharterCarl E. Vogel
    
    President and Chief Executive OfficerMargaret Maggie
A. Bellville
    
    Executive Vice President - Chief Operating OfficerDerek Chang
    
    Executive Vice President of Finance and StrategyThomas A. Cullen
    
    Senior Vice President of Advanced Services and Business DevelopmentWayne H. Davis
    
    Senior Vice President, Engineering and Technical OperationsMichael P. Huseby
    
    Executive Vice President - Chief Financial OfficerMichael J. Lovett
    
    Senior Vice President, Operations SupportPaul E. Martin
    
    Senior Vice President and Corporate Controller (Principal
Financial Officer and Principal Accounting Officer)Steven A. Schumm
    
    Director of the Corporate General Partner, Executive Vice
President  Chief Administrative OfficerCurtis S. Shaw
    
    Executive Vice President, General Counsel and Secretary
 Except for executive officers who joined Charter after November 1999, all
executive officers were appointed to their position with the Corporate General
Partner following Charters acquisition of control of the Corporate General
Partner in November 1999, have been employees of Charter since November 1999,
and prior to November 1999, were employees of Charter Investment, Inc., an
affiliate of Charter and the Corporate General Partner. Paul G. Allen, 50, has been Chairman of the board of directors of Charter since
July 1999, and Chairman of the board of directors of Charter Investment, Inc.
(a predecessor to, and currently an affiliate of, Charter) since December 1998.
Mr. Allen, co-founder of Microsoft Corporation, has been a private investor
for more than 15 years, with interests in over 50 technology,
telecommunications, content and biotech companies. Mr. Allens investments
include Vulcan Inc., Vulcan Productions, Inc., the Portland Trail Blazers NBA
and Seattle Seahawks NFL franchises, and investments in TechTV, Inc.,
DreamWorks LLC, and Oxygen Media. In addition, he is a director of TechTV,
Inc., Vulcan Programming Inc., Vulcan Ventures, Vulcan Inc. (f/k/a Vulcan
Northwest), Vulcan Cable III, Inc. and numerous privately held companies. Carl E. Vogel, 46, has been a director, President and Chief Executive Officer
of Charter since October 2001. Mr. Vogel has more than 20 years experience in
telecommunications and the subscription television business. Prior to joining
Charter, he was a Senior Vice President of Liberty Media Corp. from November
1999 until October 2001, and Chief Executive Officer of Liberty Satellite and
Technology, a distributor of Internet data and other content via satellite,
from April 2000 until October 2001. 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 for managing
operations of all of AT&Ts cable broadband properties from June 1999 until
November 1999. From June 1998 to June 1999, when the business of Primestar
Inc. was sold, Mr. Vogel served as Chairman and 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 and member of the
Executive Committee of the National Cable & Telecommunications Association,
CableLabs and Digeo, Inc. and serves as a director of Women in Cable and
Telecommunications. Mr. Vogel holds a B.S. degree in Finance and Accounting
from St. Norbert College. His employment agreement provides that he will serve
on the board of directors of Charter. Margaret Maggie A. Bellville, 50, Executive Vice President and Chief
Operating Officer. Before joining Charter in December, 2002, Ms. Bellville was
President and Chief Executive Officer of Incanta Inc., a technology-based
streaming content company from 2001 to 2002. Incanta Inc. filed for bankruptcy
in April 2002. Prior to that, she 13




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worked for six years at Cox Communications, beginning in 1995 as Vice President
of Operations, she advanced to Executive Vice President of Operations. Ms.
Bellville joined Cox from Century Communications, where she served as Senior
Vice President. Before that, Ms. Bellville served seven years with GTE
Wireless in a variety of management and executive-level roles. A graduate of
the State University of New York in Binghamton, Ms. Bellville is also a
graduate of Harvard Business Schools Advanced Management Program. She
currently serves on the Cable and Television Association for Marketing
Education Foundation. Derek Chang, 36, Executive Vice President of Finance and Strategy. Prior to
joining Charter, Mr. Chang was Executive Vice President of the Yankees
Entertainment and Sports (YES) Network, a regional sports programming network
in New York where he headed corporate development and financing activities from
the companys inception in 2001 until January 2003. Prior to joining YES, he
was the Chief Financial Officer and Co-Chief Operating Officer of GlobalCenter,
the web hosting subsidiary of Global Crossing. Mr. Chang worked for TCI
Communications/AT&T Broadband in Denver from 1997 to 2000, ultimately as
Executive Vice President of Corporate Development, where he directed mergers
and acquisitions activities and managed a multibillion dollar portfolio of
cable joint ventures. He was with InterMedia Partners in San Francisco from
1994 to 1997 where he held a number of positions and was ultimately Treasurer.
Mr. Chang received a B.A. degree from Yale University and an M.B.A. from the
Stanford University Graduate School of Business. Thomas A. Cullen, 44, Senior Vice President of Advanced Services and Business
Development. From January 2001 to October 2002, Mr. Cullen was General Partner
of Lone Tree Capital, a private equity partnership focused on investment
opportunities in the technology and communications sector. From March 1997 to
June 2000, Mr. Cullen was President of MediaOne Ventures. Prior to that, Mr.
Cullen served in several capacities with MediaOne Internet Services including
Vice President from April 1998 to June 2000 and Vice President of Business
Development from September 1995 to March 1997. Mr. Cullen is a member of the
board of directors of SportsLine USA, and a member of the Colorado State
University Global Leadership Council. Mr. Cullen is a graduate of Northern
Arizona University with a B.S. degree in Business Administration. He earned a
Master of Business Administration from the University of Colorado, and he
participated in a University of Pennsylvania, Wharton School Executive Program. Wayne H. Davis,50, Senior Vice President, Engineering and Technical
Operations. Prior to becoming Senior Vice President, Engineering and Technical
Operations, Mr. Davis was Assistant to the President/Vice President of
Management Services since July 2002 and prior to that, he was Vice President of
Engineering/Operations for Charters National Region from December 2001.
Before joining Charter Mr. Davis held the position of Vice President of
Engineering for Comcast Corporation, Inc. Prior to that, the held various
engineering positions including Vice President of Engineering for Jones
Intercable Inc. He began his career in the cable industry in 1980. He
attended the State University of New York at Albany. Mr. Davis serves as an
advisory board member of Cedar Point Communications, and as a board member of
@Security Broadband Corp., a company in which Charter owns an equity investment
interest. Mr. Davis is also a member of the Society of Cable
Telecommunications Engineers. Michael P. Huseby,49, Executive Vice President and Chief Financial Officer.
Mr. Huseby was Executive Vice President of Finance and Administration and Chief
Financial Officer of AT&T Broadband from 1999 until its merger with Comcast in
2002. Prior to joining Charter in January 2004, he served as a consultant to
Comcast and to Charter as President and founder of MPH Associates Inc., a
privately held management and information technology firm providing consulting
services to broadband industry clients. For ten years prior to joining AT&T,
Mr. Huseby was a partner in the professional services firm of Andersen
Worldwide. Mr. Huseby graduated from the University of Colorado at Boulder
with a degree in Business Administration. Michael J, Lovett,42, Senior Vice President, Operations Support. Mr. Lovett
joined Charter in August of 2003. Prior to joining Charter, Mr. Lovett was
Chief Operating Officer of Voyant Technologies, Inc., a voice conferencing
hardware/software solutions provider, from December 2001 to August 2003. From
November 2000 to December 2001, he was Executive Vice President of Operations
for OneSource, Inc., a startup delivering management/monitoring of firewalls
and virtual private networks. Prior to that, Mr. Lovett was Regional Vice
President at AT&T from June 1999 to November 2000 where he was responsible for
operations. Mr. Lovett was Senior Vice President at Jones Intercable from
October 1989 to June 1999 where he was responsible for operations in nine
states. Mr. Lovett began his career in cable television at Centel Corporation
where he held a number of positions. Paul E. Martin, 43, Senior Vice President, Corporate Controller, Principal
Financial Officer and Principal Accounting Officer. Prior to his promotion to
his current position in April 2002, Mr. Martin was Vice President and Corporate
Controller of Charter from March 2000. 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. 14




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From 1995 to February 1999, Mr. Martin was Chief Financial Officer of Rawlings
Sporting Goods Company, Inc. Mr. Martin received a B.S. degree with honors in
Accounting from the University of Missouri  St. Louis. Steven A. Schumm, 51, Executive Vice President and Chief Administrative
Officer. Prior to joining Charter Investment, Inc. in 1998, Mr. Schumm was a
partner of Ernst & Young LLP for 14 years where he was Managing Partner of
Ernst & Youngs St. Louis office and a member of the Ernst & Young National Tax
Committee. Mr. Schumm joined Ernst & Young in 1974 and served in a variety of
capacities during his years with the firm. Mr. Schumm earned a B.S. degree in
Business Administration from Saint Louis University. Mr. Schumm served as
Interim Chief Financial Officer of Charter from December 2002 to January 2004. Curtis S. Shaw, 55, Executive Vice President, General Counsel and Secretary.
Mr. Shaw was promoted to Executive Vice President in October 2003. Prior to
joining Charter Investment as Senior Vice President, General Counsel and
Secretary in 1997, Mr. Shaw served as corporate counsel to NYNEX from 1988
through 1996. 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 with honors in Economics from Trinity College and a J.D. degree from
Columbia University School of Law. 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. Officers are appointed by and serve at the discretion of the
directors of the Corporate General Partner. Code of Ethics In January, 2003, we adopted a Code of Conduct that is a Code of Ethics within
the meaning of federal securities regulations for our employees, including all
executive officers, and established a hotline and website for reporting alleged
violations of the code of conduct, established procedures for processing
complaints and implemented educational programs to inform our employees
regarding the Code of Conduct. A copy of our Code of Conduct is incorporated
by reference as Exhibit 14.1 to this annual report. 
 ITEM 11. EXECUTIVE COMPENSATION. Management Fee The Partnership has a management agreement (the Management Agreement) with
Enstar Cable Corporation (Enstar Cable), a wholly-owned subsidiary of the
Corporate General Partner, pursuant to which Enstar Cable manages our systems
and provides all 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, 2003, Enstar Cable charged us management
fees of approximately $93,700 ($11,300 for the period from August 1 to December
31, 2003). We also reimbursed Enstar Cable, Charter and its affiliates
approximately $84,100 ($7,400 for the period from August 1 to December 31,
2003) for system operating management services and direct expenses. In
addition, programming services were purchased through Charter. Charter charged
us approximately $530,100 for these programming services for fiscal year 2003. Charter as manager of the Corporate General Partner has adopted a code of
conduct which covers all employees, including all executive officers, and



includes conflict of interest provisions and standards for honest and ethical
conduct, a copy of which is attached as Exhibit 14.1 to this annual report. 15




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. As of December 31, 2003, the only persons known by us to own beneficially or
that may be deemed to own beneficially more than 5% of the units were: PercentName and Address
    
    Amount and Nature of
    
    ofTitle of Class
    
    of Beneficial Owner
    
    Beneficial Ownership
    
    ClassUnits of limited
partnership interest
    
    Paul J. Isaac

75 Prospect Avenue

Larchmont, NY 10538
    
    
    1,510
    1
    
    
    5.0
    %
    1
    
    Amount and percent of beneficial ownership listed are based solely on
information received from Enstar 1984-1s transfer agent, Gemisys
Financial Services. The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of December 31, 2003, the common
membership units of Charter Communications Holding Company, LLC are owned 46%
by Charter, 19% by Vulcan Cable III Inc., and 35% by Charter Investment, Inc.
(assuming conversion of all convertible securities). Charter controls 100% of
the voting power of Charter Communications Holding Company LLC. Paul G. Allen
owns approximately 10% of the outstanding capital stock of Charter and controls
approximately 92.8% 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. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Management Services On November 12, 1999, Charter acquired ownership of Enstar Communications
Corporation (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
Corporation, a subsidiary of the Corporate General Partner, Enstar Cable
Corporation 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
Corporation 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
Corporation 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 Corporation, 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. 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, 2003,
service costs directly attributable to providing cable services to customers
which were incurred by Charter and reimbursed by the Partnership, were $84,100
($7,400 for the period from August 1 to December 31, 2003). In addition,
programming services were purchased through Charter. Charter charged us
approximately $530,100 for these programming services for fiscal year 2003.
For the fiscal year ended December 31, 2003, Enstar Cable charged us management
fees of approximately $93,700 ($11,300 for the period from August 1 to December
31, 2003). 16




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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 may 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 Corporate General Partner 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 Corporate General Partner determines, a
liability insurance policy which insures the Corporate General Partner, Charter
and its affiliates, officers and directors and other persons determined by the
Corporate General Partner against liabilities which they may incur with respect
to claims made against them for wrongful or allegedly wrongful acts, including
errors, misstatements, misleading statements, omissions, neglect or breaches of
duty. 17




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##### 



PART IV 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees During the years ended December 31, 2003 and 2002, we paid KPMG LLP (KPMG)
aggregate fees and related expenses for the audit of our financial statements
for the year and for the reviews of our interim financial statements of
approximately $21,000 and $45,000, respectively. The Sole Director of our Corporate General Partner functions as our Audit
Committee. As such, the Sole Director appoints, retains, compensates and
oversees the registered public accountants and approves in advance all fees and
terms for the audit engagement and non-audit engagements where non-audit
services are not prohibited by Section 10A of the Securities Exchange Act of
1934, as amended with registered public accountants. The Sole Director
approved 100% of the KPMG fees for the years ended December 31, 2003 and 2002.
Each year, including 2003, with respect to the proposed audit engagement, the
Sole Director reviews the proposed risk assessment process in establishing the
scope of examination and the reports to be rendered. The Sole Director oversees the work of the registered public accounting firm
(including resolution of disagreements between management and the public
accounting firm regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services.
The registered public accounting firm reports directly to the Sole Director in
its Audit Committee function. In performing this function, the Sole Director
undertakes those tasks and responsibilities that, in its judgment, most
effectively contribute to and implement the purposes of an audit committee. 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.  (a)
    
    The following documents are filed as part of this annual report:  1.
    
    Financial StatementsReference is made to the Index to Financial Statements on page F-1.2.
    
    Financial Statement SchedulesReference is made to the Index to Financial Statements on page F-1.3.
    
    ExhibitsReference is made to the Exhibits Index on Page E-1.  (b)
    
    Reports on Form 8-KWith respect to any information furnished under Item 9 of any Report on Form
8-K listed below, the reference to such report in this Item 15(b) is not
intended to, and shall not, cause such information to be deemed filed
under the Exchange Act.On February 14, 2003 the registrant filed a current report on Form 8-K dated
February 6, 2003 to announce it had entered into a side letter amending an
asset purchase agreement.On April 25, 2003 the registrant filed a current report on Form 8-K dated
April 24, 2003 to announce it had entered into a side letter amending an
asset purchase agreement.On June 9, 2003 the registrant filed a current report on Form 8-K dated
November 8, 2002 to announce it had entered into a side letter amending an
asset purchase agreement.On September 16, 2003 the registrant filed a current report on Form 8-K
dated September 11, 2003 to announce the close of the asset purchase
agreement dated November 8, 2002. 18




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##### 



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 PartnerDated: April 13, 2004
    
    By:
    
    /s/ Steven A. SchummSteven A. SchummDirector, Executive Vice President andChief Administrative Officer
 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: April 13, 2004
    
    By:
    
    /s/ Steven A. SchummSteven A. SchummDirector, Executive Vice President andChief Administrative Officer(Principal Executive Officer) *Dated: April 13, 2004
    
    By:
    
    /s/ Paul E. MartinPaul E. MartinSenior Vice President and Corporate Controller(Principal Financial Officer andPrincipal Accounting Officer) *
  *
    
    Indicates position held with Enstar Communications Corporation, the Corporate
General Partner of the registrant. 19




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##### 



INDEX TO FINANCIAL STATEMENTS PAGEIndependent Auditors Report
    
    F-2Report of Independent Public Accountants
    
    F-3Statement of Net Assets in Liquidation as of December 31, 2003
    
    F-4Statement of Changes in Net Assets in Liquidation for the period from
August 1, 2003 to December 31, 2003
    
    F-5Balance Sheet as of December 31, 2002
    
    F-6Statements of Operations for the period from January 1, 2003 to July
31, 2003 and for the years ended December 31, 2002 and 2001
    
    F-7Statements of Partnership Capital (Deficit) for the period from
January 1, 2003 to July 31, 2003 and for the years ended December 31,
2002 and 2001
    
    F-8Statements of Cash Flows for the period from January 1, 2003 to July
31, 2003 and for the years ended December 31, 2002 and 2001
    
    F-9Notes to Financial Statements
    
    F-10
 All financial statement schedules have been omitted because they are either not
required, not applicable or the information has otherwise been supplied.




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INDEPENDENT AUDITORS REPORT To the Partners of
Enstar Income Program 1984-1, L.P.: We have audited the accompanying statement of net assets in liquidation of
Enstar Income Program 1984-1, L.P. (a Georgia limited partnership) as of
December 31, 2003 and the related statement of changes in net assets in
liquidation for the period from August 1, 2003 to December 31, 2003 (see Note
2). We have also audited the balance sheet as of December 31, 2002 and the
statements of operations, partnership capital (deficit) and cash flows for the
period from January 1, 2003 to July 31, 2003 and for the year ended December
31, 2002. 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. The 2001 financial statements were
audited by other auditors who have ceased operations. Those auditors expressed
an unqualified opinion on those financial statements in their report dated
March 29, 2002. We
conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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. As described in Note 2 to the financial statements, the partners of Enstar
Income Program 1984-1, L.P. have approved a plan of liquidation. Accordingly,
the Partnership has changed its basis of accounting from the going concern
basis to a liquidation basis as of July 31, 2003. In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Enstar Income Program
1984-1, L.P. as of December 31, 2003, the changes in its net assets in
liquidation for the period from August 1, 2003 to December 31, 2003, the
financial position as of December 31, 2002 and the results of its operations
and its cash flows for the period from January 1, 2003 to July 31, 2003 and for
the year ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. /s/ KPMG LLP St. Louis, Missouri,
April 12, 2004 F-2




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THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP 
 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-3




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 STATEMENT OF NET ASSETS IN LIQUIDATION (See Note 2)
 AS OF DECEMBER 31, 2003 ASSETS:Cash and cash equivalents
    
    $
    1,123,800Escrow deposits
    
    
    120,900Total assets
    
    
    1,244,700LIABILITIES:Accounts payable and accrued expenses
    
    
    325,500Due to purchasers
    
    
    128,800Due to affiliates
    
    
    568,100Total liabilities
    
    
    1,022,400NET ASSETS IN LIQUIDATION:General Partner
    
    
    Limited Partners
    
    
    222,300$
    222,300
 See accompanying notes to financial statements. F-4




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (See Note 2)
 FOR THE PERIOD FROM AUGUST 1, 2003 TO DECEMBER 31, 2003 Additions:Revenues
    
    $
    226,400Interest income
    
    
    300Total additions
    
    
    226,700Deductions:Service costs
    
    
    123,800General and administrative expenses
    
    
    78,800General partner and management fees and reimbursed expenses
    
    
    18,700Capital expenditures
    
    
    43,500Distributions
    
    
    1,646,700Total deductions
    
    
    1,911,500Recognition of accrued net operating results
    
    
    38,100Net decrease in net assets in liquidation
    
    
    (1,646,700
    )NET ASSETS IN LIQUIDATION, beginning of period
    
    
    1,869,000NET ASSETS IN LIQUIDATION, end of period
    
    $
    222,300
 See accompanying notes to financial statements. F-5




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 BALANCE SHEET AS OF DECEMBER 31, 2002 ASSETSASSETS:Cash and cash equivalents
    
    $
    1,185,600Accounts receivable, less allowance for doubtful accounts
of $11,700
    
    
    78,900Prepaid expenses and other assets
    
    
    39,800Property, plant and equipment, net of accumulated depreciation
of $11,933,400
    
    
    3,403,700Franchise cost, net of accumulated amortization of $43,900
    
    
    36,800Total assets
    
    $
    4,744,800LIABILITIES AND PARTNERSHIP CAPITALLIABILITIES:Accounts payable
    
    $
    120,800Accrued liabilities
    
    
    701,500Due to affiliates
    
    
    1,429,200Total liabilities
    
    
    2,251,500PARTNERSHIP CAPITAL (DEFICIT):General Partner
    
    
    (47,900
    )Limited Partners
    
    
    2,541,200Total Partnership capital
    
    
    2,493,300Total liabilities and Partnership capital
    
    $
    4,744,800
 See accompanying notes to financial statements. F-6




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 STATEMENTS OF OPERATIONS For the Periodfrom January 1,
    
    Year Ended December 31,2003 to July 31,2003
    
    2002
    
    2001(see Note 2)REVENUES
    
    $
    1,646,900
    
    
    $
    3,241,300
    
    
    $
    3,722,000OPERATING EXPENSES:Service costs
    
    
    964,500
    
    
    
    1,495,000
    
    
    
    1,505,500General and administrative expenses
    
    
    434,800
    
    
    

    918,400
    
    
    
    879,500General partner management fees and reimbursed expenses
    
    
    159,100
    
    
    
    406,700
    
    
    
    409,300Depreciation and amortization
    
    
    589,700
    
    
    
    956,900
    
    
    
    824,700Asset impairment charge
    
    
    100,000
    
    
    
    1,856,800
    
    
    
    2,248,100
    
    
    
    5,633,800
    
    
    
    3,619,000Operating income (loss)
    
    
    (601,200
    )
    
    
    (2,392,500
    )
    
    
    103,000OTHER INCOME (EXPENSE):Interest income, net
    
    
    4,300
    
    
    
    18,700
    
    
    
    51,700Other income (expense)
    
    
    (16,200
    )
    
    
    3,100
    
    
    
    (248,200
    )(11,900
    )
    
    
    21,800
    
    
    
    (196,500
    )NET LOSS
    
    $
    (613,100
    )
    
    $
    (2,370,700
    )
    
    $
    (93,500
    )NET LOSS ALLOCATED TO GENERAL PARTNER
    
    $
    (6,100
    )
    
    $
    (23,700
    )
    
    $
    (900
    )NET LOSS ALLOCATED TO LIMITED PARTNERS
    
    $
    (607,000
    )
    
    $
    (2,347,000
    )
    
    $
    (92,600
    )NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST
    
    $
    (20.27
    )
    
    $
    (78.39
    )
    
    $
    (3.09
    )WEIGHTED AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING THE YEAR
    
    
    29,940
    
    
    
    29,940
    
    
    
    29,940
 See accompanying notes to financial statements. F-7




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT) FOR THE PERIOD FROM JANUARY 1, 2003 TO JULY 31, 2003 AND
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 General
    
    LimitedPartner
    
    Partners
    
    TotalPARTNERSHIP CAPITAL (DEFICIT), January 1, 2001
    
    $
    (23,300
    )
    
    $
    4,969,900
    
    
    $
    4,946,600Net loss
    
    
    (900
    )

    
    
    (92,600
    )
    
    
    (93,500
    )PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001
    
    
    (24,200
    )
    
    
    4,877,300
    
    
    
    4,853,100Net loss
    
    
    (23,700
    )
    
    
    (2,347,000
    )
    
    
    (2,370,700
    )Withholding tax reimbursement
    
    
    
    
    
    
    10,900
    
    
    
    10,900PARTNERSHIP CAPITAL (DEFICIT), December 31, 2002
    
    
    (47,900
    )
    
    
    2,541,200
    
    
    
    2,493,300Net loss
    
    
    (6,100
    )
    
    
    (607,000
    )
    
    
    (613,100
    )PARTNERSHIP CAPITAL (DEFICIT), July 31, 2003
    
    
    (54,000
    )
    
    
    1,934,200
    
    
    
    1,880,200Effects of change to liquidation basis (see Note 2)
    
    
    54,000
    
    
    
    (65,200
    )
    
    
    (11,200
    )NET ASSETS IN LIQUIDATION, July 31, 2003
    
    $
    
    
    
    $
    1,869,000
    
    
    $
    1,869,000
 See accompanying notes to financial statements. F-8




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 STATEMENTS OF CASH FLOWS Period fromJanuary 1, 2003
    
    Year ended December 31,to July 31, 2003(see Note 2)
    
    2002
    
    2001CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (613,100
    )
    
    $
    (2,370,700
    )
    
    $
    (93,500
    )Adjustments to reconcile net loss to net cash
from operating activities:Depreciation and amortization
    
    
    589,700
    
    
    
    956,900
    
    
    
    824,700Asset impairment charge
    
    
    100,000
    
    
    
    1,856,800
    
    
    
    Changes in:Accounts receivable, prepaid expenses and other assets
    
    
    60,700
    
    
    
    66,100
    
    
    
    378,600Accounts payable, accrued expenses and due to affiliates
    
    
    (694,900
    )
    
    
    605,900
    
    
    
    162,000Net cash from operating activities
    
    
    (557,600
    )
    
    
    1,115,000
    
    
    
    1,271,800CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (74,800
    )
    
    
    (2,162,400
    )
    
    
    (1,407,100
    )Increase in intangible assets
    
    
    
    
    
    
    
    
    
    
    (9,400
    )Net cash from investing activities
    
    
    (74,800
    )
    
    
    (2,162,400
    )
    
    
    (1,416,500
    )CASH FLOWS FROM FINANCING ACTIVITIES:Withholding tax reimbursement
    
    
    
    
    
    
    10,900
    
    
    
    Net cash from financing activities
    
    
    
    
    
    
    10,900
    
    
    
    Net decrease in cash
    
    
    (632,400
    )
    
    
    (1,036,500
    )
    
    
    (144,700
    )CASH, beginning of year
    
    
    1,185,600
    
    
    
    2,222,100
    
    
    
    2,366,800CASH, end of year
    
    $
    553,200
    
    
    $
    1,185,600
    
    
    $
    2,222,100
 See accompanying notes to financial statements. F-9




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. 
 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001  1.
    
    ORGANIZATION Enstar Income Program 1984-1 L.P. (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 provided 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. On September 30, 1988, Falcon Cablevision, a California limited partnership,
purchased all of the outstanding capital stock of the Corporate 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 the
Partnership. On November 12, 1999, Charter Communications Holding 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 a large cable operator, serving approximately 6.54
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 Partnerships cable
television operations. The Corporate General Partner, Charter and affiliated
companies are responsible for the management of the Partnership and its
operations. 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. Reclassifications.Certain 2002 and 2001 amounts have been reclassified to
conform with the 2003 presentation.  2.
    
    LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE SYSTEMS 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 launched a competing cable service in April 2002 and is
exploring the possibility of extending its cable system into the surrounding
County of Tipton, another of our franchise areas. In Bolivar, Tennessee, the
local municipal utility received a franchise to operate a competing cable
system although at the time the Partnership sold the systems the municipal
utility had not obtained funds to build a cable system. Thus, only limited
plant upgrades have been made, and generally only where necessary to F-10




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 compete, or meet the requirements of existing franchises or when believed to be
economically viable. In particular, in 2001 the Partnership began to introduce
into the Brownsville, Covington and Snowhill communities the small system
digital solution to help preserve the existing customer base and to compete
with the overbuild activities of the community of Covington discussed more
fully herein. In addition, the Partnership renovated the headend capacity in
Snowhill to provide additional channel capacity as required under the franchise
agreement. 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 to the limited partners resulting from this sale. On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of all of its cable systems to Telecommunications
Management, LLC (Telecommunications Management) for a total sale price of
approximately $3,916,300 (an average of approximately $643 per customer
acquired). This sale was a part of a larger transaction in which the
Partnership and nine other affiliated partnerships (which, together with the
Partnership are collectively referred to as the Telecommunications Management
Selling Partnerships) sold all of their remaining assets used in the operation
of their respective cable systems to Telecommunications Management for a total
cash sale price of approximately $15,341,600 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale
was subject to the approval of a majority of the holders of the Partnerships
units and approval of the holders of the other Telecommunications Management
Selling Partnerships. In addition, the transaction was subject to certain
closing conditions, including regulatory and franchise approvals. On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of all of its remaining cable
systems to Telecommunications Management. The February 6, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit and the outside closing date each
by 60 days. On April 7, 2003, the second installment of the escrow deposit was
due and was not made. On April 24, 2003, the Partnership entered into another side letter amending
the asset purchase agreement providing for the sale of all of its remaining
cable systems to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Partnership entered into a third side letter amending the
asset purchase agreement providing for the sale of all of its remaining cable
systems to Telecommunications Management. The June 6, 2003 side letter amended
the asset purchase agreement to reduce the purchase price of the remaining
cable systems in the Selling Partnerships to approximately $14,487,200, subject
to closing sale price adjustments, of which approximately $3,505,500 related to
the cable systems in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, pursuant to an asset purchase agreement dated
November 8, 2002 as amended, the Partnership completed the Telecommunications
Management Sale for a total adjusted sales price of approximately $2,909,800
(approximately $575 per customer acquired), subject to post closing
adjustments. The Partnership finalized its proposed plan of liquidation in July 2003 in
connection with the filing of the proxy to obtain partner approval for the sale
of the Partnerships final cable systems and the subsequent liquidation and
dissolution of the Partnership. In August 2003, the required number of votes
necessary to approve the Telecommunications Management Sale and subsequent
liquidation and dissolution of the Partnership were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of July
31, 2003. Accordingly, the assets in the accompanying statements of net assets
in liquidation as of December 31, 2003 have been stated at estimated realizable
values and the liabilities have been stated at estimated settlement amounts.
The statements of operations, partnership capital and cash flows for the period
from January 1, 2003 to July 31, 2003 and for the years F-11




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 ended December 31, 2002 and 2001 have been presented on a going concern basis
comparable to prior periods and do not reflect the effects of the change to the
liquidation basis of accounting. The change to liquidation basis accounting
resulted in an increase to property, plant and equipment of $49,500 and
recognition of a liability for expected operating losses through the effective
date of sale (August 31, 2003) of $38,100. In addition, estimated accrued
costs of liquidation of $77,300 were recorded in accounts payable and accrued
liabilities on the accompanying statement of net assets in liquidation as an
estimate of costs to be incurred subsequent to the sale of the systems but
prior to final dissolution of the Partnership and $54,700 was recorded in Due
to affiliates representing negative capital account balances expected to be
funded by the General Partner. Net assets in liquidation as of December 31,
2003 represent the estimated distributions to the Limited Partners and the
General Partner. Distributions ultimately made to the partners upon
liquidation will differ from the net assets in liquidation recorded in the
accompanying statements of net assets in liquidation as of December 31, 2003 as
a result of post closing adjustments to the sale proceeds received by the
Partnership and adjustments to accrued costs of liquidation. No assurance can
be given as to the amount of final distributions to be made to the partners. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made an initial distribution payment of $1.6 million to the Limited
Partners in November 2003. A second and final liquidating distribution will
occur on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any.  3.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidation Accounting As discussed in Note 2, the financial statements as of December 31, 2003 is
presented on a liquidation basis of accounting. Accordingly, the financial
information in the statement of changes in net assets in liquidation for the
period from August 1, 2003 to December 31, 2003 is presented on a different
basis of accounting than the financial statements for the period from January
1, 2003 to July 31, 2003 and for years ended December 31, 2002 and 2001, which
were prepared on the historical cost basis of accounting. As a result,
depreciation and amortization ceased upon conversion to liquidation accounting
and capital expenditures are expensed as incurred. Cash Equivalents The Partnership considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. These investments
are carried at cost which approximates market value. Property, Plant and Equipment Costs associated with initial customer installations and the additions of
network equipment are capitalized. The costs of disconnecting service at a
customers dwelling or reconnecting service to a previously installed dwelling
are charged to operating expense in the period incurred. Costs for repairs and
maintenance are charged to operating expense as incurred, while equipment
replacement and betterments, including replacement of drops, are capitalized. Cable distribution systems
    
    5-15 yearsVehicles
    
    3 yearsFurniture and equipment
    
    5-7 yearsLeasehold improvements
    
    Shorter of life of lease or useful life of asset
 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 F-12




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 franchises for the period from January 1, 2003 to July 31, 2003 and for the
years ended December 31, 2002 and 2001 was $4,200, $8,800 and $8,500,
respectively. Long-Lived Assets Prior to the sale of its remaining cable systems, the Partnership reviewed 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
expected cash flows, undiscounted and without interest, is less than 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 were recognized as
services were provided. Advertising revenues were recognized when commercials
were broadcast. Installation revenues were recognized to the extent of direct
selling costs incurred. The remainder, if any, was 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, 2002 and 2001, 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, 2003 and 2002, the tax basis of the Partnerships net assets exceeds the
book basis by approximately $35,200 and $434,600, respectively. The
accompanying financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States, 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 loss for the years ended December 31,
2003 is approximately $656,300 less than tax income or loss primarily as a
result of differences between tax gain or loss on sale of cable systems versus
book gain or loss on sale of cable systems caused principally by book and tax
basis differences on the assets sold. The net effects of these accounting
differences for the years ended December 31, 2002 and 2001 is approximately
$1,252,500 and $53,100 more than tax income or loss for the same period,
respectively, caused principally by timing differences in asset impairment
charges and depreciation expense. Net Loss per Unit of Limited Partnership Interest Net loss per unit of limited partnership interest is based on the average
number of units outstanding during the periods presented. The Corporate
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. These estimates include useful lives of property,
plant and equipment, valuation of long-lived assets and allocated operating
costs. Actual results could differ from those estimates. F-13




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ENSTAR INCOME PROGRAM 1984-1, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001  4.
    
    PARTNERSHIP MATTERS The amended Partnership Agreement generally provides that all partnership
profits, gains, losses, credits, and cash distributions (all as defined) from
operations or liquidation be distributed 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,
distributions will be made in amounts equal to the respective partners
remaining capital account balances. Any negative capital account balances
remaining after all allocations and distributions are made must be funded by
the respective partners. Accordingly, Due to affiliates includes $54,700
receivable from the General Partner for negative capital account balances
expected to be funded by the General Partner. The Partnership Agreement limits
the amount of debt the Partnership may incur.  5.
    
    PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following as of December 31, 2002.
All remaining property, plant and equipment was sold in 2003. Cable distribution systems, net of impairment
    
    $
    14,475,400Land and improvements
    
    
    27,700Vehicles, furniture and equipment
    
    
    834,00015,337,100Less: accumulated depreciation
    
    
    (11,933,400
    )$
    3,403,700
 Depreciation expense for the period from January 1, 2003 to July 31, 2003 and
the years ended December 31, 2002 and 2001 was $585,500, $948,100 and $786,400,
respectively.  6.
    
    CREDIT FACILITY The Partnership was party to a loan agreement with Enstar Finance Company, LLC,
a subsidiary of Enstar Communications Corporation (ECC) that matured and was
repaid on August 31, 2001. The loan facility was not extended or replaced and
any amounts outstanding under the facility were paid in full.  7.
    
    WITHHOLDING TAX REIMBURSEMENT During 2002, the Partnership received a reimbursement of $10,900 of taxes
withheld from the Limited Partners distributions received in 2000 in
connection with the sale of its cable systems serving Kershaw, South Carolina
and remitted to the state. The reimbursement has been credited back to the
Limited Partners capital account and will be distributed upon liquidation.  8.
    
    ASSET IMPAIRMENT CHARGE During the third quarter of 2002, the Partnership recorded an asset impairment
charge of $1,433,700 on the property, plant and equipment related to its Snow
Hill, North Carolina cable system. It became apparent during the third quarter
of 2002, that based on the status of negotiations for the sale of the cable
system, the book value of the system would not be realized. As such, the
assets were written down to their estimated fair value. The assessment of fair F-14




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 value considered the sale price in the proposed transaction with
Telecommunications Management, LLC. During the fourth quarter of 2002, the Partnership recorded an asset impairment
charge of $423,100 on the property, plant and equipment related to its
Brownsville, Tennessee cable system. It became apparent during the fourth
quarter of 2002, that based on continuing customer losses primarily in its
Covington franchise area, the book value of the system would not be realized.
As such the assets were written down to their estimated fair value. The
assessment of fair value considered the sale price in the proposed transaction
with Telecommunications Management, LLC. The asset impairment charge of $100,000 for the period from January 1, 2003 to
July 31, 2003 represents a write down of property plant and equipment related
to our Brownsville, Tennessee cable system to its estimated fair value. It
became apparent during the second quarter of 2003 that based on subscriber
losses during the three months ended June 30, 2003, the book value of the
systems would not be realized. As a result, an asset impairment charge of
$100,000 related to our Brownsville, Tennessee cable system was recorded in the
second quarter of 2003.  9.
    
    COMMITMENTS AND CONTINGENCIES The Partnerships franchise agreement with the City of Covington, Tennessee
(the City) expired in 1994. By agreement with the City, the Partnership
continued to operate the cable system in Covington and pay franchise fees to
the City on a month-to-month basis until a new franchise agreement was reached.
In March 2000, the Corporate General Partner submitted a renewal proposal to
the City on behalf of the Partnership. In November 2000, the City sold
municipal bonds to finance construction of a municipally-owned cable system.
The City completed the construction project in the first quarter of 2002 and
actively competed against the Partnership. Litigation In July 2002, the Partnership received a letter from the City Attorney advising
the Partnership that it may not operate within the city limits and demanding
the Partnership discontinue service within thirty days. On August 7, 2002, the
Corporate General Partner filed a lawsuit on behalf of the Partnership in the
United States District Court for the Western District of Tennessee (the
Court) against the City, the Covington Electric System Board of Public
Utilities and Covington Cable. The Partnership alleges that the City and other
defendants are unlawfully attempting to shut down the Partnerships cable
television system in Covington, in order to eliminate competition to the new
City-owned cable system. The Partnership also alleges that the City failed to
follow the federal statutory procedures governing the renewal of a cable
television franchise and attempted to shut down the Partnerships cable system,
without having complied with those procedures or even formally having denied
the numerous renewal proposals, in contravention of federal law. The
Partnership seeks a declaration from the Court that the Citys actions are
unlawful and violate the 1992 Cable Act, franchise provisions, federal
antitrust laws, state common law, the Tennessee Consumer Protection Act and
both the United States and Tennessee Constitutions. The Partnership is also
seeking a preliminary injunction against all three defendants. The defendants
have agreed to take no action against the Partnerships provision of services
in Covington until the Court ruled on the motion for preliminary injunction.
In November 2003, the Corporate General Partner filed and the Court accepted a
notice to dismiss the lawsuit with the Court. In addition to the matter set forth above, 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 net assets in liquidation.  10.
    
    EMPLOYEE BENEFIT PLAN The Partnership participated in a cash or deferred profit sharing plan (the
Profit Sharing Plan) sponsored by a subsidiary of the Corporate General
Partner, which covered substantially all of its employees. The Profit Sharing
Plan provided 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. The Partnership made an
employer contribution equal to 100% of the first 3% and 50% of the next 2% of
the participants contributions. F-15




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##### 



ENSTAR INCOME PROGRAM 1984-1, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 The Profit Sharing Plan was merged into the Charter Communications Inc. 401(k)
Plan on November 1, 2002. Employees that qualified for participation could
contribute up to 50% of their salary, on a pre-tax basis, subject to a maximum
contribution limit as determined by the Internal Revenue Service. The
Partnership matched 50% of the first 5% of participant contributions.
Contributions of approximately $2,900, $10,600 and $9,300 were made during
2003, 2002 and 2001, respectively.  11.
    
    TRANSACTIONS WITH THE CORPORATE 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 approximated $93,700
($11,300 for the period from August 1 to December 31, 2003), $162,100 and
$186,100 for the years ended December 31, 2003, 2002 and 2001, 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 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 and direct
expenses approximated $84,100 ($7,400 for the period from August 1 to December
31, 2003), $244,600 and $223,200 for the years ended December 31, 2003, 2002
and 2001, respectively. Substantially all programming services were purchased through Charter. Charter
charges the Partnership for these costs based on its costs. The Partnership
recorded programming fee expense of $530,100 ($64,400 for the period from
August 1 to December 31, 2003), $778,200 and $855,500 for years ended December
31, 2003, 2002 and 2001, respectively. Programming fees are included in
service costs in the accompanying statements of operations and statement of
changes in net assets in liquidation. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, the parent of the Corporate General Partner and the Manager
is the defendant in twenty-two class action and shareholder lawsuits and is the
subject of a grand jury investigation being conducted by the United States
Attorneys Office for the Eastern District of Missouri into certain of its
accounting and reporting practices, focusing on how Charter reported customer
numbers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. The United States Attorneys Office has publicly
stated that Charter is not currently a target of the investigation. Charter
has also been advised by the United States Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated subscriber account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
informed the Corporate General Partner that they are fully cooperating with the
investigation. Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these
matters could have a material adverse effect on Charters results of operations
and financial condition which could in turn have a material adverse effect on
the Partnership. F-16




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EXHIBIT INDEX ExhibitNumber
    
    Description2.1a
    
    Asset Purchase Agreement, dated November 8, 2002, by and among Telecommunications
Management, LLC and Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar
Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar
VIII, L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and Enstar Cable of
Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the quarterly report on Form 10-Q of
Enstar Income Program II-2, L.P. filed on November 12, 2002 (File No. 000-14505)).2.1b
    
    Letter of Amendment, dated as of February 6, 2003, between Enstar Income Program II-2, L.P.,
Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth
Program Six-A, L.P., Enstar Vii, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P.,
Enstar IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and Telecommunications
Management, LLC (Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K of
Enstar Income/Growth Program Five-A, L.P. filed on February 14, 2003 (File No. 000-16779)).2.1c
    
    Letter of Amendment, dated as of April 24, 2003, between Enstar Income Program II-2, L.P., Enstar
Income Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth Program
Six-A, L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD
Systems Venture and Enstar Cable of Cumberland Valley and Telecommunications Management,
LLC (Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K of Enstar
Income/Growth Program Five-A, L.P. filed on April 25, 2003 (File No. 000-16779)).2.1d
    
    Letter of Amendment, dated as of November 8, 2002, between Enstar Income Program II-2, L.P.,
Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1, L.P., Enstar Income/Growth
Program Six-A, L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and Telecommunications
Management, LLC (Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K of
Enstar Income/Growth Program Five-A, L.P. filed on June 9, 2003 (File No. 000-16779)).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. (Incorporated by reference to the
 E-1




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##### 



ExhibitNumber
    
    Descriptionexhibits to the Registrants annual report on Form 10-K, File No. 000-13333 for the fiscal year
ended December 31, 2001.)14.1
    
    Code of Conduct adopted January 28, 2003 (Incorporated by reference to Exhibit 14.1 to the annual
report on Form 10-K of Charter Communications, Inc. filed on April 15, 2003 (File No. 000-
27927)).21.1
    
    Subsidiaries: None.31.1
    
    Certificate of Chief Administrative Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities Exchange Act of 1934. *31.2
    
    Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the
Securities
Exchange Act of 1934. *32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Chief Administrative Officer). *32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Principal Financial Officer). **
    
    filed herewith
 E-2