<PAGE>
================================================================================

                       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, 2002

                                       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: 000-14505

                        ENSTAR INCOME PROGRAM II-2, L.P.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                             <C>
                            GEORGIA                                                 58-1628872
                            --------                                                ----------
        (State or other jurisdiction of incorporation or              (I.R.S. Employer Identification Number)
                         organization)

                    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)
</TABLE>

     Securities registered pursuant to Section 12(b) of the Act: None
     Securities registered pursuant to Section 12(g) of the Act

<TABLE>
<CAPTION>
                           TITLE OF EACH CLASS                        NAME OF EACH EXCHANGE ON WHICH REGISTERED
                           -------------------                        -----------------------------------------
                           <S>                                         <C>
                           UNITS OF LIMITED PARTNERSHIP INTEREST                       None
</TABLE>

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

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

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

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

                    The Exhibit Index is located at Page E-1.
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.
                          2002 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I                                                                                                        PAGE
                                                                                                              ----
<S>        <C>                                                                                                <C>
Item 1.    Business.....................................................................................        3
Item 2.    Properties...................................................................................       16
Item 3.    Legal Proceedings............................................................................       16
Item 4.    Submission of Matters to a Vote of Security Holders..........................................       16

PART II

Item 5.    Market for the Registrant's Equity Securities and Related Security Holder Matters............       17
Item 6.    Selected Financial Data......................................................................       17
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations........       18
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk...................................       26
Item 8.    Financial Statements and Supplementary Data..................................................       26
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.........       26

PART III

Item 10.   Directors and Executive Officers of the Registrant...........................................       27
Item 11.   Executive Compensation.......................................................................       28
Item 12.   Security Ownership of Certain Beneficial Owners and Management...............................       29
Item 13.   Certain Relationships and Related Transactions...............................................       29

PART IV

Item 14.   Controls and Procedures......................................................................       31
Item 15    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.............................       31

SIGNATURES..............................................................................................       32

CERTIFICATIONS..........................................................................................       33
</TABLE>

This Annual Report on Form 10-K is for the year ended December 31, 2002. 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 II-2, L.P.
<PAGE>
                                     PART I

ITEM 1. BUSINESS

INTRODUCTION

Enstar Income Program II-2, L.P., a Georgia limited partnership (the
"Partnership), is engaged in the ownership and operation of cable television
systems serving approximately 2,000 basic customers at December 31, 2002 in and
around the city of Malden, Missouri.

The General Partners of the Partnership are Enstar Communications Corporation, a
Georgia corporation (the "Corporate General Partner") and Robert T. Graff, Jr.
(the "Individual 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. As of December 31, 2002, the Corporate General Partner managed cable
television systems serving approximately 32,400 basic customers. On November 12,
1999, the Corporate General Partner became an indirect controlled subsidiary of
Charter Communications, Inc. (also called Charter), the nation's third largest
cable operator, serving approximately 6.6 million customers. The Corporate
General Partner is responsible for day-to-day management of the Partnership and
its operations. Charter and its affiliates provide management and other services
to the Partnership, for which they receive a management fee and reimbursement of
expenses. The principal executive offices of the Partnership and the Corporate
General Partner are located at 12405 Powerscourt Drive, St. Louis, MO 63131-0555
and their telephone number is (314) 965-0555.

LIQUIDATION BASIS ACCOUNTING AND SALE OF CABLE SYSTEMS

Our Corporate General Partner continues to operate our cable television systems
during our divestiture transactions for the benefit of our unitholders.

On April 10, 2002, pursuant to an asset purchase agreement dated August 29,
2001, the Partnership completed the sale of all of the Partnership's Illinois
cable television systems in and around Cisne, Farmersville, Flora, Noble,
Raymond, Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC ("RAP")
and Charter Communications Entertainment I, LLC ("CCE I"), each an affiliate of
the Corporate General Partner and an indirect subsidiary of Charter, for a total
sale price of approximately $13,199,800 (the "Charter Sale"). The Charter Sale
is part of a larger transaction in which the Partnership and five other
affiliated partnerships (which, together with the Partnership are collectively
referred to as the "Charter Selling Partnerships") sold all of their assets used
in the operation of their respective Illinois cable television systems to RAP,
CCE I and another affiliate (also referred to as the "Purchasers") for a total
cash sale price of $63,000,000. Each Charter Selling Partnership received the
same value per customer. In addition, the Limited Partners of each of the
Charter Selling Partnerships approved an amendment to their respective
partnership agreement to allow the sale of assets to an affiliate of such
partnership's General Partner. The Purchasers are each indirect subsidiaries of
the Corporate General Partner's ultimate parent company, Charter, and therefore,
are affiliates of the Partnership and each of the other Charter Selling
Partnerships.

The Charter Sale resulted from a sale process actively pursued since 1999, when
the Corporate General Partner sought purchasers for all of the cable television
systems of the Selling Partnerships, as well as eight other affiliated limited
partnership cable operators 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. Although limited plant upgrades have been made,
the Corporate General Partner projected that if the Partnership made the
comprehensive additional upgrades deemed necessary to enable enhanced and
competitive services, particularly two-way capability,

                                       3
<PAGE>
the Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.

After setting aside $2,000,000 to fund the Malden, Missouri headend's working
capital needs and paying or providing for the payment of the expenses of the
Charter Sale, the Corporate General Partner made distributions of our allocable
share of the remaining net sale proceeds, in accordance with our partnership
agreement. We made an initial distribution of approximately $15,890,500 on or
about May 15, 2002, with a second distribution of $3,365,500 made on or about
September 24, 2002.

On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of the Malden, Missouri cable system to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $1,702,500 (approximately $825 per customer
acquired). This sale is a part of a larger transaction in which the Partnership
and eight other affiliated partnerships (which, together with the Partnership
are collectively referred to as the "Telecommunications Management Selling
Partnerships") would sell 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 is
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 is subject to certain closing
conditions, including regulatory and franchise approvals. In March 2003, a
majority of the Limited Partners approved the Telecommunications Management Sale
and a plan of liquidation.

On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of its remaining cable system to
Telecommunications Management. The February 6, 2003 side letter amends 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
received. We are currently evaluating our alternatives with respect to this new
development.

The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale of
the Partnership's final cable system and the subsequent liquidation and
dissolution of the Partnership. In March 2003, the required number of votes
necessary to implement the plan of liquidation were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of
December 31, 2002. Upon changing to liquidation basis accounting, the
Partnership recorded $22,200 of accrued costs of liquidation representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because management is unable to
develop reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment due to the current
uncertainties surrounding the final dissolution of the Partnership, no
adjustments have been recorded to reflect assets at estimated realizable values
or to reflect estimates of future operating results. These adjustments will be
recorded once a sale is imminent and the net sales proceeds are reasonably
estimable. Accordingly, the assets in the accompanying statement of net assets
in liquidation as of December 31, 2002 have been stated at historical book
values. Distributions ultimately made to the partners upon liquidation will
differ from the net assets in liquidation recorded in the accompanying statement
of net assets in liquidation as a result of future operations, the sale proceeds
ultimately received by the Partnership and adjustments if any to estimated costs
of liquidation. Distributions from the Partnership were $19,256,000 during the
year ended December 31, 2002.

The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.

DESCRIPTION OF THE PARTNERSHIP'S SYSTEM

The table below sets forth certain operating statistics for the Partnership's
cable system as of December 31, 2002:


                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                       AVERAGE
                                                                                                                       MONTHLY
                                                                                  PREMIUM                              REVENUE
                               HOMES           BASIC              BASIC           SERVICE           PREMIUM           PER BASIC
      SYSTEM NAME            PASSED(1)       CUSTOMERS       PENETRATION(2)      UNITS(3)       PENETRATION(4)       CUSTOMER(5)
      -----------            ---------       ---------       --------------      --------       --------------       -----------
<S>                          <C>             <C>             <C>                 <C>            <C>                  <C>
Malden, MO                     3,600           2,000             55.6%              300             15.0%              $ 38.73
</TABLE>

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

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

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

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

     (5)  Average monthly revenue per basic customer has been computed based on
          revenue for the Malden system for the year ended December 31, 2002,
          divided by twelve months, divided by the actual number of basic
          customers at the end of the year.

SERVICES, MARKETING AND PRICES

Our cable television system offers customers various levels of cable services
consisting of:

     -    broadcast television signals of local network, independent and
          educational stations;

     -    a limited number of television signals originating from distant
          cities, such as WGN;

     -    various satellite delivered, non-broadcast channels, such as CNN, MTV,
          The USA Network, ESPN, TNT, and The Disney Channel;

     -    programming originated locally by the cable television system, such as
          public, educational and government access programs; and

     -    digital services delivered over a hybrid fiber and satellite delivered
          system (SSD) technology. SSD is a limited upgrade of the system which
          allows more channel capacity but does not enable two-way service or
          allow for other interactive services.

For an extra monthly charge, our cable television system also offers premium
television services to its customers. These services, such as HBO and Showtime,
are satellite channels that consist principally of feature films, live sporting
events, concerts and other special entertainment features, usually presented
without commercial interruption. See "Regulation and Legislation."

A customer generally pays an initial installation charge and fixed monthly fees
for basic, expanded basic, other tiers of satellite services and premium
programming services. Such monthly service fees constitute the primary source of
revenues for our cable television systems. In addition to customer revenues, our
cable television systems receive


                                       5
<PAGE>
revenues from the sale of available advertising spots on advertiser-supported
programming and also offer to our customers home shopping services, which pay
the Partnership a share of revenues from sales of products to our customers, in
addition to paying us a separate fee in return for carrying their shopping
service.

Our marketing strategy is to provide added value to increasing levels of
subscription services through packaging. In addition to the basic service
package, customers may purchase additional unregulated packages of
satellite-delivered services and premium services. Our service options vary from
system to system, depending upon a cable system's channel capacity and viewer
interests. We employ radio and local newspaper advertising to market our
services. We also offer discounts to customers who purchase premium services on
a limited trial basis in order to encourage a higher level of service
subscription. We also have a coordinated strategy for retaining customers that
includes televised retention advertising to reinforce the initial decision to
subscribe and encourage customers to purchase higher service levels.

Rates for services also vary from market to market and according to the type of
services selected. Under the Cable Television Consumer Protection and
Competition Act of 1992 (the "1992 Cable Act"), most cable television systems
are subject to rate regulation of the basic service tier, the charges for
installation of cable service, and the rental rates for customer premises
equipment such as converter boxes and remote control devices. These rate
regulation provisions affect all of our cable television systems not deemed to
be subject to effective competition under the Federal Communications
Commission's (the "FCC") definition. Currently, none of our cable television
systems are subject to effective competition. See "Regulation and Legislation."

At December 31, 2002, our monthly prices for basic cable service for residential
customers, including certain discounted prices, was $21.56 and our premium price
was $11.95, excluding special promotions offered periodically in conjunction
with our marketing programs. A one-time installation fee, which we may wholly or
partially waive during a promotional period, is usually charged to new
customers. We charge commercial customers, such as hotels, motels and hospitals,
a negotiated, non-recurring fee for installation of service and monthly fees
based upon a standard discounting procedure. We offer most multi-unit dwellings
a negotiated bulk price in exchange for single-point billing and basic service
to all units. These prices are also subject to regulation.

PROGRAMMING

We purchase basic and premium programming for our system from Charter based on
Charter's actual cost. Charter's programming costs are generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Charter's programming contracts are generally for a fixed period of
time and are subject to negotiated renewal. Accordingly, no assurances can be
given that Charter's, and correspondingly our, programming costs will not
continue to increase substantially in the near future, or that other materially
adverse terms will not be added to Charter's programming contracts. We believe,
however, that Charter's relations with its programming suppliers generally are
good.

Our cable programming costs have increased in recent years due to additional
programming being provided to basic customers and are expected to continue to
increase due to increased costs to produce or purchase cable programming (with
particularly significant increases occurring with respect to sports
programming), inflationary increases and other factors. In addition we are
facing higher costs to carry local broadcast channels who elect retransmission
carriage agreements.

CABLE SYSTEM AND TECHNOLOGY

A cable television system receives television, radio and data signals at the
system's headend site by means of over-the-air antennas, microwave relay systems
and satellite earth stations. These signals are then modulated, amplified and
distributed, primarily through coaxial and fiber optic distribution systems, to
customers who pay a fee for this service. The use of fiber optic cable as an
alternative to coaxial cable is playing a major role in expanding channel
capacity and improving the performance of cable television systems. Fiber optic
cable is capable of carrying hundreds of video, data and voice channels and,
accordingly, its utilization is essential to the enhancement of a cable
television system's technical capabilities. Our current policy is to utilize
fiber optic technology where applicable in rebuild projects which we undertake.
The benefits of fiber optic technology over traditional coaxial cable
distribution plant include lower ongoing maintenance and power costs and
improved picture quality and reliability.


                                       6
<PAGE>
As a result of limited plant and technological upgrades completed in November
2002, the Malden, Missouri headend has a small system digital solution that
allows for additional cable channels to be offered through the system's existing
cable system architecture. The small system digital technology includes a
digital set top terminal, an interactive electronic programming guide, 45
channels of CD quality digital music, a menu of pay-per-view channels and at
least 30 additional digital channels. The small system digital upgrade, however,
does not enable two-way service or allow for other interactive services. Small
system digital may also offer customers one or more premium channels with
"multiplexes." Multiplexes give customers access to several different versions
of the same premium channels which are varied as to time of broadcast (such as
east and west coast time slots) or programming content and theme (such as
westerns and romance).

Significant capital would be required for a comprehensive plant and headend
upgrade, particularly in light of the high cost of electronics to enable two-way
service, to offer high speed cable modem Internet and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services. Our capital expenditures for upgrades have been made with
available funds and have enhanced the economic value of our systems. The
estimated cost of completing a comprehensive upgrade of our system in order to
activate two-way capability from the Malden, Missouri headend, as well as to
increase channel capacity and allow additional video services, would be
approximately $1.7 million (for an upgrade to 550 megahertz (MHz) capacity) to
$2.0 million (for an upgrade to 870 MHz capacity). Given pending sales
transactions, the high cost of this comprehensive upgrade plan, and the limited
funds available, such a plan is not judged to be economically prudent and
accordingly the Corporate General Partner does not presently anticipate that it
will proceed with a comprehensive upgrade plan.

CUSTOMER SERVICE AND COMMUNITY RELATIONS

We continually strive to improve customer service and strengthen community
relations and believe that success in these areas is critical to our business.
We rely upon Charter pursuant to the management services agreement to assist us
with customer service and community relations. We are also committed to
fostering strong community relations in the towns and cities we serve. We
support local charities and community causes in various ways. We also
participate in the "Cable in the Classroom" program, whereby cable television
companies throughout the United States provide schools with free cable
television service. In addition, we install and provide free basic cable service
to public schools, government buildings and non-profit hospitals in many of the
communities in which we operate.

FRANCHISES

As of December 31, 2002, we operated our cable system in two franchise areas,
pursuant to permits and similar authorizations issued by local and state
governmental authorities. Each franchise is awarded by a governmental authority
and may not be transferable unless the granting governmental authority consents.
Most franchises are subject to termination proceedings in the event of a
material breach. In addition, franchises can require us to pay the granting
authority a franchise fee of up to 5% of gross revenues as defined by the
franchise agreements, which is the maximum amount that may be charged under the
applicable law.

Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. The Cable Communications Policy Act
of 1984 (the "1984 Cable Act") provides for, among other things, an orderly
franchise renewal process in which franchise renewal will not be unreasonably
withheld or, if renewal is denied the franchising authority may acquire
ownership of the system or effect a transfer of the system to another person,
the operator generally is entitled to the fair market value for the system
covered by such franchise, but no value may be attributed to the franchise
itself. In addition, the 1984 Cable Act, as amended by the 1992 Cable Act,
establishes comprehensive renewal procedures which require that an incumbent
franchisee's renewal application be assessed on its own merit and not as part of
a comparative process with competing applications. See "Regulation and
Legislation." In connection with the franchise renewal process, many
governmental authorities require the cable operator to make certain commitments,
such as technological upgrades to the system. Although historically we have been
able to renew our franchises without incurring significant costs, we cannot
assure you that any particular franchise will be renewed or that it can be
renewed on commercially favorable terms. Our failure to obtain renewals of our
franchises, especially those areas where we have the most customers, would have
a material adverse effect on our business, results of operations and financial
condition.

Under the 1996 Telecommunications Act ("1996 Telecom Act"), state and local
authorities are prohibited from


                                       7
<PAGE>
limiting, restricting or conditioning the provision of telecommunications
services. They may, however, impose "competitively neutral" requirements and
manage the public rights-of-way. Granting authorities may not require a cable
operator to provide telecommunications services or facilities, other than
institutional networks, as a condition of an initial franchise grant, a
franchise renewal, or a franchise transfer. The 1996 Telecom Act also limits
franchise fees to an operator's cable-related revenues and clarifies that they
do not apply to revenues that a cable operator derives from providing new
telecommunications services.

Cable television systems are generally constructed and operated under
non-exclusive franchises granted by local governmental authorities. The
franchise agreements typically contain many conditions, such as time limitations
on commencement and completion of construction; conditions of service, including
number of channels, types of programming and the provision of free service to
schools and other public institutions; and the maintenance of insurance and
indemnity bonds. The provisions of local franchise agreements are subject to
federal regulation under the 1984 Cable Act, the 1992 Cable Act and the 1996
Telecom Act. See "Regulation and Legislation."

We believe our relations with the franchising authorities under which our
systems are operated are generally good. Substantially all of the material
franchises relating to our systems which are eligible for renewal have been
renewed or extended at or prior to their stated expiration dates.

The following table groups the franchises of our cable television systems by
date of expiration and presents the number of franchises for each group of
franchises and the approximate number and percentage of basic customers for each
group as of December 31, 2002:

<TABLE>
<CAPTION>
                                                                                     NUMBER OF        PERCENTAGE OF
                                                                  NUMBER OF            BASIC              BASIC
               YEAR OF FRANCHISE EXPIRATION                      FRANCHISES          CUSTOMERS          CUSTOMERS
               ----------------------------                      ----------          ---------          ---------
<S>                                                              <C>                 <C>              <C>
2004 - 2008                                                           1                  500              25.0%
2009 and after                                                        1                1,500              75.0%
                                                                     ---               -----              ----
   Total                                                              2                2,000              100.0%
                                                                     ===               =====              =====
</TABLE>

We operate cable television systems which serve multiple communities and, in
some circumstances, portions of such systems extend into jurisdictions for which
we believe no franchise is necessary. We have never had a franchise revoked for
our system and we believe that we have satisfactory relationships with
substantially all of our franchising authorities.

In November 2002, voters in the city of Malden, Missouri voted and approved a
referendum giving city officials the authority to pursue the issuance of up to
$9.0 million in municipal bonds to finance the construction of a municipally
owned cable system. We believe that if a competing system were built, the loss
of customers would have an adverse impact on our financial condition and results
of operations. As of December 31, 2002, we had approximately 2,000 basic
customers in the city of Malden.

COMPETITION

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

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


                                       8
<PAGE>
Our key competitors include:

DBS. Direct broadcast satellite, known as DBS, is a significant competitor to
cable systems. The DBS industry has grown rapidly over the last several years,
far exceeding the growth rate of the cable television industry, and now serves
more than 19 million subscribers nationwide. DBS service allows the subscriber
to receive video and high-speed Internet access services directly via satellite
using a relatively small dish antenna, provided the customer enables two-way
communication through a separate telephone connection.

Video compression technology and high powered satellites allow DBS providers to
offer more than 200 digital channels from a single 32 transponder satellite,
thereby surpassing the typical analog cable system. In 2002, major DBS
competitors offered a greater variety of channel packages, and were especially
competitive at the lower end pricing. In addition, while we continue to believe
that the initial investment by a DBS customer exceeds that of a cable customer,
the initial equipment cost for DBS has decreased substantially, as the DBS
providers have aggressively marketed offers to new customers of incentives for
discounted or free equipment, installation and multiple units. DBS providers
have a national service and are able to establish a national image and branding
with standardized offerings, which together with their ability to avoid
franchise fees of up to 5% of revenues, leads to greater efficiencies and lower
costs in the lower tiers of service. However, we believe that some consumers
continue to prefer our stronger local presence in our markets.

DBS companies historically were prohibited from retransmitting popular local
broadcast programming. However, a change to the copyright laws in 1999
eliminated this legal impediment. As a result, DBS companies now may retransmit
such programming, once they have secured retransmission consent from the popular
broadcast stations they wish to carry, and honor mandatory carriage obligations
of less popular broadcast stations in the same television markets. In response
to the legislation, DirecTV, Inc. and EchoStar Communications Corporation have
begun carrying the major network stations in the nation's top television
markets. DBS, however, is limited in the local programming it can provide
because of the current capacity limitations of satellite technology, and the DBS
companies currently offer local broadcast programming only in the larger U.S.
markets.

Broadcast Television. Cable television has long competed with broadcast
television, which consists of television signals that the viewer is able to
receive without charge using an "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. Traditionally, cable television has provided a higher
picture quality and more channel offerings than broadcast television. However,
the recent licensing of digital spectrum by the Federal Communications
Commission will provide traditional broadcasters with the ability to deliver
high definition television pictures and multiple digital-quality program
streams, as well as advanced digital services such as subscription video and
data transmission.

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

In November 2002, voters in the city of Malden, Missouri voted and approved a
referendum giving city officials the authority to pursue the issuance of up to
$9.0 million in municipal bonds to finance the construction of a municipally
owned cable system. We believe that if a competing system were built, the loss
of customers would have an adverse impact on our financial condition and results
of operations. As of December 31, 2002, we had approximately 2,000


                                       9
<PAGE>
basic customers in the city of Malden.

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

Although telephone companies can lawfully enter the cable television business,
activity in this area is currently quite limited. We cannot predict the
likelihood of success of the broadband services offered by our competitors or
the impact on us of such competitive ventures. The entry of telephone companies
as direct competitors in the video marketplace may become more widespread and
could adversely affect the profitability and valuation of established cable
systems.

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

Private Cable. Additional competition is posed by satellite master antenna
television systems known as "SMATV systems" serving multiple dwelling units,
referred to in the cable industry as "MDUs", such as condominiums, apartment
complexes, and private residential communities. These private cable systems may
enter into exclusive agreements with such MDUs, which may preclude operators of
franchise systems from serving residents of such private complexes. Private
cable systems can offer both improved reception of local television stations and
many of the same satellite-delivered program services that are offered by cable
systems. SMATV systems currently benefit from operating advantages not available
to franchised cable systems, including fewer regulatory burdens and no
requirement to service low density or economically depressed communities.
Exemption from regulation may provide a competitive advantage to certain of our
current and potential competitors. The Federal Communications Commission ruled
in 1998 that private cable operators can lease video distribution capacity from
local telephone companies and distribute cable programming services over public
rights-of-way without obtaining a cable franchise. In 1999, both the Fifth and
Seventh Circuit Courts of Appeals upheld this Federal Communications Commission
policy.

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

REGULATION AND LEGISLATION

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

The operation of a cable system is extensively regulated by the Federal
Communications Commission, some state governments and most local governments.
The Federal Communications Commission has the authority to enforce its
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of Federal Communications Commission licenses needed to
operate certain transmission facilities used in connection with cable
operations. The 1996 Telecom Act altered the regulatory structure governing the
nation's communications providers. It removed barriers to competition in both
the cable television market and the local telephone market. Among other things,
it reduced the scope of cable rate regulation and encouraged additional
competition in the video programming industry by allowing local telephone
companies to provide video programming in their own telephone service areas.

The 1996 Telecom Act required the Federal Communications Commission to undertake
a number of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
operations.


                                       10
<PAGE>
Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate regulation
regime on the cable television industry, which limited the ability of cable
companies to increase subscriber fees. Under that regime, all cable systems were
subjected to rate regulation, unless they faced "effective competition" in their
local franchise area. Federal law defines "effective competition" on a
community-specific basis as requiring satisfaction of certain conditions. These
conditions are not typically satisfied in the current marketplace; hence, most
cable systems potentially are subject to rate regulation. However, with the
rapid growth of DBS, it is likely that additional cable systems will soon
qualify for "effective competition" and thereby avoid further rate regulation.

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

For regulated cable systems, the basic service tier rate increases are governed
by a complicated price cap scheme devised by the Federal Communications
Commission that allows for the recovery of inflation and certain increased
costs, as well as providing some incentive for system upgrades. Operators also
have the opportunity to bypass this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Cost-of-service regulation is a traditional form of rate
regulation, under which a utility is allowed to recover its costs of providing
the regulated service, plus a reasonable profit.

Cable programming service tiers, which are the expanded basic programming
packages that offer services other than basic programming and which typically
contain satellite-delivered programming, were historically rate regulated by the
Federal Communications Commission. Under the 1996 Telecom Act, however, the
Federal Communications Commission's authority to regulate cable programming
service tier rates expired on March 31, 1999. The Federal Communications
Commission still adjudicates cable programming service tier complaints filed
prior to that date, but strictly limits its review, and possible refund orders,
to the time period prior to March 31, 1999. The elimination of cable programming
service tier regulation affords us substantially greater pricing flexibility,
subject to competitive factors and customer acceptance.

Premium cable services offered on a per-channel or per-program basis remain
unregulated under both the 1992 Cable Act and the 1996 Telecom Act. However,
federal law requires that the basic service tier be offered to all cable
subscribers and limits the ability of operators to require purchase of any cable
programming service tier if a customer seeks to purchase premium services
offered on a per-channel or per-program basis. The 1996 Telecom Act also relaxes
existing "uniform rate" requirements by specifying that uniform rate
requirements do not apply where the operator faces "effective competition," and
by exempting bulk discounts to multiple dwelling units, although complaints
about predatory pricing still may be made to the Federal Communications
Commission.

Cable Entry into Telecommunications and Pole Attachment Rates. The 1996 Telecom
Act creates a more favorable environment for us to provide telecommunications
services beyond traditional video delivery. It provides that no state or local
laws or regulations may prohibit or have the effect of prohibiting any entity
from providing any interstate or intrastate telecommunications service. States
are authorized, however, to impose "competitively neutral" requirements
regarding universal service, public safety and welfare, service quality, and
consumer protection. State and local governments also retain their authority to
manage the public rights-of-way and may require reasonable, competitively
neutral compensation for management of the public rights-of-way when cable
operators provide telecommunications service. The favorable pole attachment
rates afforded cable operators under federal law can be gradually increased by
utility companies owning the poles if the operator provides telecommunications
service, as well as cable service, over its plant. The Federal Communications
Commission clarified that a cable operator's favorable pole rates are not
endangered by the provision of Internet access, and that approach ultimately was
upheld by the United States Supreme Court.


                                       11
<PAGE>
Cable entry into telecommunications will be affected by the rulings and
regulations implementing the 1996 Telecom Act, including the rules governing
interconnection. A cable operator offering telecommunications services generally
needs efficient interconnection with other telephone companies to provide a
viable service. A number of details designed to facilitate interconnection are
subject to ongoing regulatory and judicial review, but the basic obligation of
incumbent telephone companies to interconnect with competitors, such as cable
companies offering telephone service, is well established. Even so, the economic
viability of different interconnection arrangements can be greatly affected by
regulatory changes. Consequently, we cannot predict whether reasonable
interconnection terms will be available in any particular market we may choose
to enter.

Telephone Company Entry into Cable Television. The 1996 Telecom Act allows
telephone companies to compete directly with cable operators by repealing the
historic telephone company/cable cross-ownership ban. Local exchange carriers
can now compete with cable operators both inside and outside their telephone
service areas with certain regulatory safeguards. Because of their resources,
local exchange carriers could be formidable competitors to traditional cable
operators. Various local exchange carriers already are providing video
programming services within their telephone service areas through a variety of
distribution methods.

Under the 1996 Telecom Act, local exchange carriers or any other cable
competitor providing video programming to subscribers through broadband wire
should be regulated as a traditional cable operator, subject to local
franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. Even then, the Federal Communications Commission revised
its open video system policy to leave franchising discretion to state and local
authorities. It is unclear what effect this ruling will have on the entities
pursuing open video system operation.

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

Electric Utility Entry into Telecommunications/Cable Television. The 1996
Telecom Act provides that registered utility holding companies and subsidiaries
may provide telecommunications services, including cable television,
notwithstanding the Public Utility Holding Company Act of 1935. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the Federal Communications
Commission for operating authority. Like telephone companies, electric utilities
have substantial resources at their disposal, and could be formidable
competitors to traditional cable systems. Several such utilities have been
granted broad authority by the Federal Communications Commission to engage in
activities which could include the provision of video programming.

Additional Ownership Restrictions. The 1996 Telecom Act eliminated a statutory
restriction on broadcast network/cable cross-ownership, but left in place
existing Federal Communications Commission regulations prohibiting local
cross-ownership between co-located television stations and cable systems. The
District of Columbia Circuit Court of Appeals subsequently struck down this
remaining broadcast/cable cross-ownership prohibition, and the Federal
Communications Commission has now eliminated the prohibition.

Pursuant to the 1992 Cable Act, the Federal Communications Commission adopted
rules precluding a cable system from devoting more than 40% of its activated
channel capacity to the carriage of affiliated national video program services.
Also pursuant to the 1992 Cable Act, the Federal Communications Commission
adopted rules that preclude any cable operator from serving more than 30% of all
U.S. domestic multichannel video subscribers, including cable and direct
broadcast satellite subscribers. The D.C. Circuit Court of Appeals struck down
these vertical and horizontal ownership limits as unconstitutional, concluding
that the Federal Communications Commission had not adequately justified the
specific rules (i.e., the 40% and 30% figures) adopted. The Federal
Communications Commission is now considering replacement regulations.


                                       12
<PAGE>
Must Carry/Retransmission Consent. The 1992 Cable Act contains broadcast signal
carriage requirements. Broadcast signal carriage is the transmission of
broadcast television signals over a cable system to cable customers. These
requirements, among other things, allow local commercial television broadcast
stations to elect once every three years between "must carry" status or
"retransmission consent" status. Less popular stations typically elect must
carry, which is the broadcast signal carriage rule that allows local commercial
television broadcast stations to require a cable system to carry the station.
More popular stations, such as those affiliated with a national network,
typically elect retransmission consent which is the broadcast signal carriage
rule that allows local commercial television broadcast stations to negotiate for
payments for granting permission to the cable operator to carry the stations.
Must carry requests can dilute the appeal of a cable system's programming
offerings because a cable system with limited channel capacity may be required
to forego carriage of popular channels in favor of less popular broadcast
stations electing must carry. Retransmission consent demands may require
substantial payments or other concessions. Either option has a potentially
adverse effect on our business. The burden associated with must carry may
increase substantially if broadcasters proceed with planned conversion to
digital transmission and the Federal Communications Commission determines that
cable systems simultaneously must carry all analog and digital broadcasts in
their entirety. This burden would reduce capacity available for more popular
video programming and new Internet and telecommunication offerings. The Federal
Communications Commission tentatively decided against imposition of dual digital
and analog must carry in a January 2001 ruling. At the same time, however, it
initiated further fact-gathering which ultimately could lead to a
reconsideration of the tentative conclusion. The Federal Communications
Commission is also considering whether it should maintain its initial ruling
that, whenever a digital broadcast signal does become eligible for must carry, a
cable operator's obligation is limited to carriage of a single digital video
signal. If the Commission reverses itself, and cable operators are required to
carry ancillary digital feeds, the burden associated with digital must carry
could be significantly increased.

Access Channels. Local franchising authorities can include franchise provisions
requiring cable operators to set aside certain channels for public, educational
and governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity, up to 15% in some cases, for
commercial leased access by unaffiliated third parties. The Federal
Communications Commission has adopted rules regulating the terms, conditions and
maximum rates a cable operator may charge for commercial leased access use. We
believe that requests for commercial leased access carriages have been
relatively limited. The Federal Communications Commission rejected a request
that unaffiliated Internet service providers be found eligible for commercial
leased access.

Access to Programming. To spur the development of independent cable programmers
and competition to incumbent cable operators, the 1992 Cable Act imposed
restrictions on the dealings between cable operators and cable programmers. Of
special significance from a competitive business position, the 1992 Cable Act
precludes video programmers affiliated with cable companies from favoring cable
operators over new competitors and requires such programmers to sell their
satellite-delivered programming to other multichannel video distributors. This
provision limits the ability of vertically integrated cable programmers to offer
exclusive programming arrangements to cable companies. The Federal
Communications Commission recently extended this exclusivity prohibition to
October 2007. DBS providers have no similar restrictions on exclusive
programming contracts. Pursuant to the Satellite Home Viewer Improvement Act,
the Federal Communications Commission has adopted regulations governing
retransmission consent negotiations between broadcasters and all multichannel
video programming distributors, including cable and DBS.

Inside Wiring; Subscriber Access. In an order dating back to 1997 and largely
upheld in a 2003 reconsideration order, the Federal Communications Commission
established rules that require an incumbent cable operator upon expiration of a
multiple dwelling unit service contract to sell, abandon, or remove "home run"
wiring that was installed by the cable operator in a multiple dwelling unit
building. These inside wiring rules are expected to assist building owners in
their attempts to replace existing cable operators with new programming
providers who are willing to pay the building owner a higher fee, where such a
fee is permissible. In another proceeding, the Federal Communications Commission
has preempted restrictions on the deployment of private antennae on property
within the exclusive use of a condominium owner or tenant, such as balconies and
patios. This Federal Communications Commission ruling may limit the extent to
which we along with multiple dwelling unit owners may enforce certain aspects of
multiple dwelling unit agreements which otherwise prohibit, for example,
placement of digital broadcast satellite receiver antennae in multiple dwelling
unit areas under the exclusive occupancy of a renter. These developments may
make it even more difficult for us to provide service in multiple dwelling unit
complexes.


                                       13
<PAGE>
Other Communications Act Provisions and Regulations of the Federal
Communications Commission. In addition to the Communications Act provisions and
Federal Communications Commission regulations noted above, there are other
statutory provisions and regulations of the Federal Communications Commission
covering such areas as:

     -    subscriber privacy,

     -    programming practices, including, among other things,

      (1) blackouts of programming offered by a distant broadcast signal carried
          on a cable system which duplicates the programming for which a local
          broadcast station has secured exclusive distribution rights,

      (2) local sports blackouts,

      (3) indecent programming,

      (4) lottery programming,

      (5) political programming,

      (6) sponsorship identification,

      (7) children's programming advertisements, and

      (8) closed captioning,

     -    registration of cable systems and facilities licensing,

     -    maintenance of various records and public inspection files,

     -    aeronautical frequency usage,

     -    lockbox availability,

     -    antenna structure notification,

     -    tower marking and lighting,

     -    consumer protection and customer service standards,

     -    technical standards,

     -    equal employment opportunity,

     -    consumer electronics equipment compatibility, and

     -    emergency alert systems.

The Federal Communications Commission (FCC) ruled that cable customers must be
allowed to purchase set-top terminals from third parties and established a
multi-year phase-in during which security functions (which would remain in the
operator's exclusive control) would be unbundled from basic converter functions,
which could then be provided by third party vendors. The first phase
implementation date was July 1, 2000. As of January 1, 2005, cable operators
will be prohibited from placing in service new set-top terminals that integrate
security functions and basic converter navigation functions.

The FCC is currently conducting a rulemaking in which it is considering adopting
rules to help implement a recent agreement between major cable operators and
manufacturers of consumer electronics on "plug and play" digital televisions.
The proposed rules would require cable operators to provide "point of
deployment" security modules and support to customer-owned digital televisions
and similar devices already equipped with built-in set-top box functionality.
The rules would also permit the offering of digital programming with certain
copy controls built into the programming, subject to limitations on the use of
those copy controls. These proposed restrictions, if adopted as proposed, would
apply equally to cable operators and to other MVPDs, such as DBS.

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

Copyright. Cable television systems are subject to federal copyright licensing
covering carriage of television and radio broadcast signals. In exchange for
filing certain reports and contributing a percentage of their revenues to a
federal copyright royalty pool that varies depending on the size of the system,
the number of distant broadcast television signals carried, and the location of
the cable system, cable operators can obtain blanket permission to retransmit
copyrighted material included in broadcast signals. The possible modification or
elimination of this compulsory copyright license is the subject of continuing
legislative review and could adversely affect our ability to


                                       14
<PAGE>
obtain desired broadcast programming. We cannot predict the outcome of this
legislative activity. Copyright clearances for nonbroadcast programming services
are arranged through private negotiations.

Cable operators distribute locally originated programming and advertising that
use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers and
Broadcast Music, Inc. The cable industry has had a long series of negotiations
and adjudications with both organizations. Although we cannot predict the
ultimate outcome of these industry proceedings or the amount of any license fees
we may be required to pay for past and future use of association-controlled
music, we do not believe such license fees will be significant to our business
and operations.

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

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

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

Under the 1996 Telecom Act, states and local franchising authorities are
prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. This
law should facilitate entry into competitive telecommunications services,
although certain jurisdictions still may attempt to impose rigorous entry
requirements. In addition, local franchising authorities may not require a cable
operator to provide any telecommunications service or facilities, other than
institutional networks under certain circumstances, as a condition of an initial
franchise grant, a franchise renewal, or a franchise transfer. The 1996 Telecom
Act also provides that franchising fees are limited to an operator's
cable-related revenues and do not apply to revenues that a cable operator
derives from providing new telecommunications services. In a March 2002
decision, the Federal Communications Commission tentatively held that a cable
operator's provision of Internet access service should not subject the operator
to additional franchising requirements. That decision is currently under appeal
to federal court.

EMPLOYEES

The various personnel required to operate our business are employed by the
Partnership, the Corporate General Partner, its subsidiary corporation and
Charter. The Partnership believes that its relations with its employees are
good. As of December 31, 2002, the Corporate General Partner employed three
personnel who worked exclusively for the Partnership, the cost of which is
charged directly to the Partnership. The additional employment costs incurred by
the Corporate General Partner, its subsidiary corporation and Charter are
allocated and charged to the Partnership for reimbursement pursuant to the
Amended and Restated Agreement of Limited Partnership (the


                                       15
<PAGE>
"Partnership Agreement") and the management agreement between the Partnership
and Enstar Cable Corporation (the "Management Agreement"). The amounts of these
reimbursable costs are set forth in Item 11. "Executive Compensation."

ITEM 2. PROPERTIES

We own or lease parcels of real property for signal reception sites (antenna
towers and headends), microwave facilities and business offices, and own or
lease our service vehicles. We believe that our properties, both owned and
leased, are suitable and adequate for our business operations. We own
substantially all of the assets related to our cable television operations,
including our program production equipment, headend (towers, antennas,
electronic equipment and satellite earth stations), cable plant (distribution
equipment, amplifiers, customer drops and hardware), converters, test equipment
and tools and maintenance equipment.

ITEM 3. LEGAL PROCEEDINGS

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

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

In December 2002, a proxy was filed with the SEC seeking to obtain approval of
the Limited Partners for the sale of the Partnership's remaining cable systems
and the subsequent liquidation and dissolution of the Partnership. On March 10,
2003, the SEC review process was completed and proxy statements were mailed to
the holders of Limited Partnership Units. A majority vote was reached in March
2003 although the consent solicitation period remains open until May 16, 2003.


                                       16
<PAGE>
                                     PART II

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

LIQUIDITY

While our equity securities, which consist of units of limited partnership
interests, are publicly held, there is no established public trading market for
the units and we do not expect that a market will develop. The approximate
number of equity security holders of record was 633 as of December 31, 2002. In
addition to restrictions on the transferability of units described in our
Partnership Agreement, the transferability of units may be affected by
restrictions on resales imposed by federal or state law.

DISTRIBUTIONS

The amended Partnership Agreement generally provides that all cash distributions
(as defined) be allocated 1% to the General Partners and 99% to the Limited
Partners until the Limited Partners have received aggregate cash distributions
equal to their original capital contributions ("Capital Payback"). The
Partnership Agreement also provides that all partnership profits, gains,
operational losses, and credits (all as defined) be allocated 1% to the General
Partners and 99% to the Limited Partners until the Limited Partners have been
allocated net profits equal to the amount of cash flow required for Capital
Payback. After the Limited Partners have received cash flow equal to their
initial investments, the General Partners will receive a 1% allocation of cash
flow from sale or liquidation of a system until the Limited Partners have
received an annual simple interest return of at least 18% of their initial
investments less any distributions from previous system sales and cash
distributions from operations after Capital Payback. Thereafter, the respective
allocations will be made 15% to the General Partners and 85% to the Limited
Partners. Any losses from system sales or exchanges shall be allocated first to
all partners having positive capital account balances (based on their respective
capital accounts) until all such accounts are reduced to zero and thereafter to
the Corporate General Partner. All allocations to Limited Partners will be based
on their respective limited partnership ownership interests.

Upon the disposition of substantially all of the Partnership assets, gains shall
be allocated first to the Limited Partners having negative capital account
balances until their capital accounts are increased to zero, next equally among
the General Partners until their capital accounts are increased to zero, and
thereafter as outlined in the preceding paragraph. Upon dissolution of the
Partnership, any negative capital account balances remaining after all
allocations and distributions are made must be funded by the respective
partners.

We began making periodic cash distributions to the Limited Partners from
operations during 1986 and continued through 1989. No distributions were made
during 2001 or 2000. Distributions related to the sale of cable system totaled
$19,256,000 in 2002.

Upon the completion of and the sale of all of the remaining cable systems to
Telecommunications Management as discussed herein, the Partnership will be
liquidated and all remaining net assets distributed to the Limited Partners and
the Corporate General Partner.

ITEM 6. SELECTED FINANCIAL DATA

The table below presents selected financial data of the Partnership for the five
years ended December 31, 2002. This data should be read in conjunction with the
Partnership's financial statements included in Item 8. "Financial Statements and
Supplementary Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in Item 7.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                               ------------------------------------------------------------------------
OPERATIONS STATEMENT DATA                         2002 (1)         2001          2000           1999           1998
                                               ------------   ------------   ------------   ------------   ------------
<S>                                            <C>            <C>            <C>            <C>            <C>
  Revenues                                     $  1,672,900   $  3,856,100   $  3,916,300   $  3,928,800   $  3,968,300
  Operating expenses                             (1,021,500)    (2,370,400)    (2,215,800)    (2,308,000)    (2,219,000)
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>


<S>                                            <C>            <C>            <C>            <C>            <C>
  Depreciation and amortization                    (193,700)      (422,300)      (503,400)      (625,600)      (671,100)
                                               ------------   ------------   ------------   ------------   ------------
  Operating income                             $    457,700   $  1,063,400   $  1,197,100   $    995,200   $  1,078,200
  Interest income                                   129,400        279,600        375,500        225,200        175,100
  Interest expense                                       --             --             --        (18,400)       (15,300)
  Gain (loss) on disposal of cable systems       11,105,100             --             --             --         (1,500)
  Other expense                                          --        (43,400)       (26,700)            --             --
                                               ------------   ------------   ------------   ------------   ------------
  Net income                                   $ 11,692,200   $  1,299,600   $  1,545,900   $  1,202,000   $  1,236,500
                                               ============   ============   ============   ============   ============
Per unit of limited partnership interest:
   Net income                                  $     387.39   $      43.06   $      51.22   $      39.83   $      40.97
                                               ============   ============   ============   ============   ============

OTHER OPERATING DATA
   Net cash from operating activities          $  1,145,900   $  2,705,200   $  1,745,600   $  1,658,800   $  1,671,300
   Net cash from investing activities            12,897,700       (146,300)      (311,700)      (374,400)      (281,800)
   Net cash from financing activities           (19,256,000)            --             --             --             --
   Capital expenditures                        $    299,100   $    147,900   $    309,700   $    367,300   $    273,000
</TABLE>


<TABLE>
<CAPTION>
                                                                AS OF DECEMBER 31,
                                            -----------------------------------------------------------
BALANCE SHEET DATA                              2001            2000            1999            1998
                                            -----------     -----------     -----------     ------------
<S>                                         <C>             <C>             <C>             <C>
    Total assets                            $12,316,400     $10,241,300     $ 8,890,700     $ 7,797,300
    General Partners' capital (deficit)          38,700          25,700          10,200          (1,800)
    Limited Partners' capital               $11,200,700     $ 9,914,900     $ 8,383,700     $ 7,193,700
</TABLE>


<TABLE>
<CAPTION>
                                  AS OF DECEMBER 31, 2002
                                  -----------------------
<S>                               <C>
NET ASSETS IN LIQUIDATION DATA
Total assets                                   $5,275,300
Net assets in liquidation                      $3,653,400
</TABLE>

(1)  Comparability of the above information from year to year is affected by the
     disposition of the Partnership's Illinois cable systems in and around
     Hillsboro, Jerseyville, Nokomis and Pana, Illinois in April 2002. This
     information excludes the effect of liquidation costs recorded on December
     31, 2002. See Note 2 to our financial statements included with the Annual
     Report.

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

INTRODUCTION

This annual report includes certain forward-looking statements regarding, among
other things, our future results of operations, regulatory requirements,
competition, capital needs and general business conditions applicable to the
Partnership. Such forward-looking statements involve risks and uncertainties
including, without limitation, the uncertainty of legislative and regulatory
changes and the rapid developments in the competitive environment facing cable
television operators such as the Partnership, as discussed more fully elsewhere
in this Report.

The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale of
the Partnership's final cable system and the subsequent liquidation and
dissolution of the Partnership. In March 2003, the required number of votes
necessary to implement the plan of liquidation were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of
December 31, 2002. The statements of operations, partnership capital and cash
flows for the year ended


                                       18
<PAGE>
December 31, 2002 have been presented on a going concern basis comparable to
prior periods. Upon changing to liquidation basis accounting, the Partnership
recorded $22,200 of accrued costs of liquidation representing an estimate of the
costs to be incurred after the sale of the final cable system but prior to
dissolution of the Partnership. Because management is unable to develop reliable
estimates of future operating results or the ultimate realizable value of
property, plant and equipment due to the current uncertainties surrounding the
final dissolution of the Partnership, no adjustments have been recorded to
reflect assets at estimated realizable values or to reflect estimates of future
operating results. These adjustments will be recorded once a sale is imminent
and the net sales proceeds are reasonably estimable. Accordingly, the assets in
the accompanying statement of net assets in liquidation as of December 31, 2002
have been stated at historical book values. Distributions ultimately made to the
partners upon liquidation will differ from the net assets in liquidation
recorded in the accompanying statement of net assets in liquidation as a result
of future operations, the sale proceeds ultimately received by the Partnership
and adjustments if any to estimated costs of liquidation. Distributions from the
Partnership were $19,256,000 during the year ended December 31, 2002.

CRITICAL ACCOUNTING ESTIMATES

Certain of our accounting policies require our management to make difficult,
subjective or complex judgments. We consider the following policies to be the
most critical in understanding the estimates, assumptions and judgments that are
involved in preparing our financial statements and the uncertainties that could
impact our results of operations, financial condition and cash flows:

-    Capitalization of labor and overhead costs;

-    Useful lives of property, plant and equipment; and

-    Impairment of property, plant and equipment

Capitalization of labor and overhead costs. The cable industry is highly capital
intensive and a large portion of our resources is spent on capital activities
associated with extending, rebuilding, and upgrading our cable network. As of
December 31, 2002 and 2001, the net carrying amount of our property, plant and
equipment (consisting primarily of cable network assets) was approximately
$720,500 (representing 13.7% of total assets) and $2,480,200 (representing 20.1%
of total assets). Total capital expenditures for the years ended December 31,
2002, 2001 and 2000 were approximately $299,100, 147,900 and $309,700,
respectively.

Costs associated with network construction, initial customer installations and
installation refurbishments are capitalized. Costs capitalized as part of
initial customer installations include materials, direct labor, and certain
indirect costs. These indirect costs are associated with the activities of
personnel who assist in connecting and activating the new service and consist of
compensation and overhead costs associated with these support functions. 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 cable drops from the pole to the dwelling, are capitalized.

Direct labor costs directly associated with capital projects are capitalized. We
capitalize direct labor costs associated with personnel based upon the specific
time devoted to network construction and customer installation activities.
Capitalizable activities performed in connection with customer installations
include:

-    Scheduling a "truck roll" to the customer's dwelling for service
     connection;

-    Verification of serviceability to the customer's dwelling (i.e.,
     determining whether the customer's dwelling is capable of receiving service
     by our cable network and/or receiving advanced or data services);

-    Customer premise activities performed by in-house field technicians and
     third-party contractors in connection with customer installations,
     installation of network equipment in connection with the installation of
     expanded services and equipment replacement and betterment; and

-    Verifying the integrity of the customer's network connection by initiating
     test signals downstream from the headend to the customer's digital set-top
     terminal.


                                       19
<PAGE>
We capitalize direct labor costs associated with personnel based upon the
specific time devoted to network construction and installation activities. Some
judgment is involved in the determination of which labor tasks are attributable
to capitalizable activities. We capitalized internal direct labor costs of
$28,700, $36,800 and $41,400, for the years ended December 31, 2002, 2001 and
2000, respectively.

Judgment is required to determine the extent to which indirect costs
("overhead") are incurred as a result of specific capital activities, and
therefore should be capitalized. We capitalize overhead based upon an estimate
of the portion of indirect costs that contribute to capitalizable activities
using an overhead rate applied to the amount of direct labor capitalized. We
have established the overhead rates based on an analysis of the nature of costs
incurred in support of capitalizable activities and a determination of the
portion of costs which is directly attributable to capitalizable activities. The
primary costs that are included in the determination of the overhead rate are
(i) employee benefits and payroll taxes associated with capitalized direct
labor, (ii) direct variable costs associated with capitalizable activities,
consisting primarily of installation and construction vehicle costs, (iii) the
cost of dispatch and supervisory personnel that directly assist with
capitalizable installation activities, and (iv) indirect costs directly
attributable to capitalizable activities.

While we believe our existing capitalization policies are appropriate, a
significant change in the nature or extent of our development activities could
affect the extent to which we capitalized direct labor or overhead in the
future. We capitalized overhead of $28,600, $33,200 and $37,200, respectively,
for the years ended December 31, 2002, 2001 and 2000.

Useful lives of property, plant and equipment. In accordance with GAAP, we
evaluate the appropriateness of estimated useful lives assigned to our property,
plant and equipment, and revise such lives to the extent warranted by changing
facts and circumstances. Any change in the estimate of remaining lives would be
recorded prospectively as required by APB No. 20. While we believe our current
useful life estimates are reasonable, a significant change in assumptions about
the extent or timing of future asset retirements and replacements, or in our
upgrade program, could materially affect future depreciation expense.

Depreciation expense related to property, plant and equipment totaled $191,900,
$416,500 and $443,900, representing approximately 15.8%, 14.9% and 16.3% of
operating expenses, for the years ended December 31, 2002, 2001 and 2000,
respectively. Depreciation is recorded using the straight-line method over
management's estimate of the estimated useful lives of the related assets as
follows:

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

Impairment of property, plant and equipment. As discussed above, the net
carrying value of our property, plant and equipment is significant. We are
required under SFAS No. 144 to evaluate the recoverability of our property,
plant and equipment and franchise assets which did not qualify for indefinite
life treatment under SFAS No. 142, when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Such
events or changes in circumstances could include such factors as changes in
technological advances, fluctuations in the market value of such assets, adverse
changes in relationships with local franchise authorities, adverse changes in
market conditions or poor operating results. Under SFAS No. 144, a long-lived
asset is deemed impaired when the carrying amount of such asset exceeds the
projected undiscounted future cash flows associated with the asset.


                                       20
<PAGE>
RESULTS OF OPERATIONS

     YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

On April 10, 2002, we completed the sale of our Illinois cable systems in and
around Jerseyville, Nokomis and Pana, Illinois. Accordingly, results of
operations for the year ended December 31, 2002 are not comparable to the year
ended December 31, 2001. Results of operations for the year ended December 31,
2002 do not reflect adjustments recorded upon the change to liquidation basis
accounting.

Revenues decreased $2,183,200 from $3,856,100 to $1,672,900, or 56.6%, for the
year ended December 31, 2002 as compared to 2001. The decrease is primarily due
to a decline in the number of basic and premium service customers as a result of
the sale of the Partnership's Illinois cable systems in April 2002. As of
December 31, 2002 and 2001, we had approximately 2,000 and 7,900 basic service
customers, respectively, and 300 and 1,200 premium service customers,
respectively.

Service costs decreased $674,100 from $1,241,700 to $567,600, or 54.3%, for the
year ended December 31, 2002 as compared to 2001. Service costs represent costs
directly attributable to providing cable services to customers. The decrease is
primarily due to the sale of the Partnership's Illinois cable systems in April
2002.

General and administrative expenses decreased $223,800 from $433,100 to
$209,300, or 51.7%, for the year ended December 31, 2002 as compared to 2001.
The decrease is primarily due to the sale of the Partnership's Illinois cable
systems in April 2002.

General partner management fees and reimbursed expenses decreased $451,000 from
$695,600 to $244,600, or 64.8%, for the year ended December 31, 2002 as compared
to 2001. These costs represent management fees and administrative costs
reimbursed to Charter by us based on Charter's actual costs incurred. Management
fees are less due to a decrease in revenues as a result of the sale of the
Partnership's Illinois cable systems in April 2002.

Depreciation and amortization expense decreased $228,600 from $422,300 to
$193,700, or 54.1%, for the year ended December 31, 2002 as compared to 2001 due
to the sale of the Partnership's Illinois cable systems in April 2002.

Due to the factors described above, operating income decreased $605,700 from
$1,063,400 to $457,700, or 57.0%, for the year ended December 31, 2002 as
compared to 2001.

Interest income decreased $150,200 from $279,600 to $129,400, or 53.7%, for the
year ended December 31, 2002 as compared to 2001, primarily due to the decrease
in cash balances due to the distribution to the partners for the year ended
December 31, 2002 as compared to 2001 and a decrease in the interest rate on
cash balances available for investment and.

Gain on sale of cable systems totaled $11,105,100 for the year ended December
31, 2002. Gain on sale of cable systems represents the difference between the
sale proceeds and the net book value of investment.

Other expense of $43,400 for the year ended December 31, 2001 represents legal
and proxy costs associated with the proposed sales of the Partnership's assets.

Due to the factors described above, our net income increased $10,392,600 from
$1,299,600 to $11,692,200 for the year ended December 31, 2002 as compared to
2001.

     YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Revenues decreased $60,200 from $3,916,300 to $3,856,100, or 1.5%, for the year
ended December 31, 2001 as compared to 2000. The decrease is due to a decline in
the number of basic and premium service customers. As of December 31, 2001 and
2000, we had approximately 7,900 and 8,400 basic service customers,
respectively, and 1,200 and 2,100 premium service customers, respectively.


                                       21
<PAGE>
Service costs increased $58,800 from $1,182,900 to $1,241,700, or 5.0%, for the
year ended December 31, 2001 as compared to 2000. Service costs represent costs
directly attributable to providing cable services to customers. The increase is
primarily due to increased programming costs incurred by the Partnership in 2001
as compared to 2000.

General and administrative expenses increased $38,700 from $394,400 to $433,100,
or 9.8%, for the year ended December 31, 2001 as compared to 2000, primarily due
to an increase in professional fees and bad debt expense.

General partner management fees and reimbursed expenses increased $57,100 from
$638,500 to $695,600, or 8.9%, for the year ended December 31, 2001 as compared
to 2000. Management fees are less due to a decrease in revenues as a result of
the sale of the Partnership's Illinois cable systems in April 2002. These costs
represent administrative costs reimbursed to Charter by us based on Charter's
actual costs incurred.

Depreciation and amortization expense decreased $81,100 from $503,400 to
$422,300, or 16.1%, for the year ended December 31, 2001 as compared to 2000 due
to fewer capital expenditures and certain fixed assets becoming fully
depreciated during 2000 and 2001.

Due to the factors described above, operating income decreased $133,700 from
$1,197,100 to $1,063,400, or 11.2%, for the year ended December 31, 2001 as
compared to 2000.

Interest income decreased $95,900 from $375,500 to $279,600, or 25.5%, for the
year ended December 31, 2001 as compared to 2000, primarily due to lower average
cash balances available for investment during 2001 coupled with a decrease in
average interest rates.

Other expense of $43,400 and $26,700 for the years ended December 31, 2001 and
2000, respectively, represent legal and proxy costs associated with the proposed
sales of the Partnership's assets.

Due to the factors described above, our net income decreased $246,300 from
$1,545,900 to $1,299,600, or 15.9%, for the year ended December 31, 2001 as
compared to 2000.

LIQUIDITY AND CAPITAL RESOURCES

Operating activities provided $1,559,300 less cash in the year ended December
31, 2002 than in 2001. Changes in liabilities owed to affiliates and third-party
creditors provided $485,100 less cash in 2002 due to differences in the timing
of payments. Changes in accounts receivable, prepaid expenses and other assets
provided $133,100 less cash in 2002 than in 2001 due to differences in the
timing of receivable collections and in the payment of prepaid expenses.

Operating activities provided $959,600 more cash in the year ended December 31,
2001 than in 2000. The decrease is primarily the result of the sale of the
Partnership's Illinois cable systems in April 2002. In addition, changes in
liabilities owed to affiliates and third-party creditors provided $961,800 more
cash in 2001 due to differences in the timing of payments. Changes in accounts
receivable, prepaid expenses and other assets provided $316,200 more cash in
2001 than in 2000 due to differences in the timing of receivable collections and
in the payment of prepaid expenses.

We provided $13,044,000 more cash in investing activities in 2002 than in 2001
primarily due to proceeds from the sale of cable systems, net of transaction
costs of $13,196,800. This provision of cash is offset by an increase in capital
expenditures of $151,200 primarily as a result of the small system digital
upgrade completed in November 2002.

We used $165,400 less cash in investing activities in 2001 than in 2000
primarily due to a $161,800 decrease in capital expenditures.

We used $19,256,000 more cash in financing activities in 2002 than in 2001 due
to distributions made of proceeds from the sale of the Partnership's Illinois
cable systems in April 2002.


                                       22
<PAGE>
LIQUIDATION BASIS ACCOUNTING AND SALE OF CABLE SYSTEMS

Our Corporate General Partner continues to operate our cable television systems
during our divestiture transactions for the benefit of our unitholders.

On April 10, 2002, pursuant to an asset purchase agreement dated August 29,
2001, the Partnership completed the sale of all of the Partnership's Illinois
cable television systems in and around Cisne, Farmersville, Flora, Noble,
Raymond, Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC ("RAP")
and Charter Communications Entertainment I, LLC ("CCE I"), each an affiliate of
the Corporate General Partner and an indirect subsidiary of Charter, for a total
sale price of approximately $13,199,800 (the "Charter Sale"). The Charter Sale
is part of a larger transaction in which the Partnership and five other
affiliated partnerships (which, together with the Partnership are collectively
referred to as the "Selling Partnerships") sold all of their assets used in the
operation of their respective Illinois cable television systems to RAP, CCE I
and another affiliate (also referred to as the "Purchasers") for a total cash
sale price of $63,000,000. Each Charter Selling Partnership received the same
value per customer. In addition, the Limited Partners of each of the Selling
Partnerships approved an amendment to their respective partnership agreement to
allow the sale of assets to an affiliate of such partnership's General Partner.
The Purchasers are each indirect subsidiaries of the Corporate General Partner's
ultimate parent company, Charter, and therefore, are affiliates of the
Partnership and each of the other Selling Partnerships.

The Charter Sale resulted from a sale process actively pursued since 1999, when
the Corporate General Partner sought purchasers for all of the cable television
systems of the Selling Partnerships, as well as eight other, affiliated limited
partnership cable operators 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 Enstar 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. Although limited plant
upgrades have been made, the Corporate General Partner projected that if the
Partnership made the comprehensive additional upgrades deemed necessary to
enable enhanced and competitive services, particularly two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.

After setting aside $2,000,000 to fund the Malden, Missouri headend's working
capital needs and paying or providing for the payment of the expenses of the
Charter Sale, the Corporate General Partner made distributions of our allocable
share of the remaining net sale proceeds, in accordance with our partnership
agreement. We made an initial distribution of approximately $15,890,500 on or
about May 15, 2002, with a second distribution of $3,365,500 made on or about
September 24, 2002.

On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of its Dyer, Tennessee cable system to Telecommunications
Management, LLC (Telecommunications Management) for a total sale price of
approximately $1,702,500 (approximately $825 per customer acquired). This sale
is a part of a larger transaction in which the Partnership and eight other
affiliated partnerships (which, together with the Partnership are collectively
referred to as the "Selling Partnerships") would sell 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 is subject to the approval of a majority of
the holders of the Partnership's units and approval of the holders of the other
Selling Partnerships. In addition, the transaction is subject to certain closing
conditions, including regulatory and franchise approvals. In March 2003, a
majority of the Limited Partners approved the Telecommunications Management Sale
and a plan of liquidation.

On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of its remaining cable system to
Telecommunications Management. The February 6, 2003 side letter


                                       23
<PAGE>
amends 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 received. We are currently evaluating our alternatives with
respect to this new development.

The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale of
the Partnership's final cable system and the subsequent liquidation and
dissolution of the Partnership. In March 2003, the required number of votes
necessary to implement the plan of liquidation were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of
December 31, 2002. Upon changing to liquidation basis accounting, the
Partnership recorded $22,200 of accrued costs of liquidation representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because management is unable to
develop reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment due to the current
uncertainties surrounding the final dissolution of the Partnership, no
adjustments have been recorded to reflect assets at estimated realizable values
or to reflect estimates of future operating results. These adjustments will be
recorded once a sale is imminent and the net sales proceeds are reasonably
estimable. Accordingly, the assets in the accompanying statement of net assets
in liquidation as of December 31, 2002 have been stated at historical book
values. Distributions ultimately made to the partners upon liquidation will
differ from the net assets in liquidation recorded in the accompanying statement
of net assets in liquidation as a result of future operations, the sale proceeds
ultimately received by the Partnership and adjustments if any to estimated costs
of liquidation. Distributions from the Partnership were $19,256,000 during the
year ended December 31, 2002.

The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.

INVESTING ACTIVITIES

As a result of limited plant and technological upgrades completed in November
2002, the Malden, Missouri headend has a small system digital solution that
allows for additional cable channels to be offered through the system's existing
cable system architecture. The small system digital technology includes a
digital set top terminal, an interactive electronic programming guide, 45
channels of CD quality digital music, a menu of pay-per-view channels and at
least 30 additional digital channels. The small system digital upgrade, however,
does not enable two-way service or allow for other interactive services. Small
system digital may also offer customers one or more premium channels with
"multiplexes." Multiplexes give customers access to several different versions
of the same premium channels which are varied as to time of broadcast (such as
east and west coast time slots) or programming content and theme (such as
westerns and romance).

Significant capital would be required for a comprehensive plant and headend
upgrade, particularly in light of the high cost of electronics to enable two-way
service, to offer high speed cable modem Internet and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services. Our capital expenditures for upgrades have been made with
available funds and have enhanced the economic value of our systems.

The estimated cost of completing a comprehensive upgrade of our system in order
to activate two-way capability from the Malden, Missouri headend, as well as to
increase channel capacity and allow additional video services, would be
approximately $1.7 million (for an upgrade to 550 megahertz (MHz) capacity) to
$2.0 million (for an upgrade to 870 MHz capacity). Given the high cost of this
comprehensive upgrade plan, the limited funds available, and the belief that
such a plan is not economically prudent, the Corporate General Partner does not
presently anticipate that it will proceed with a comprehensive upgrade plan. In
light of the pending Telecommunications Management Sale, the Corporate General
Partner has continued to make upgrades required by franchise agreements.

FINANCING ACTIVITIES

Distributions to partners as a result of the Charter Sale totaled $19,256,000
for the year ended December 31, 2002.


                                       24
<PAGE>
We were party to a loan agreement with Enstar Finance Company, LLC, a subsidiary
of the Corporate General Partner, that matured on August 31, 2001. The loan
facility was not extended or replaced. Cash generated by our operations,
together with available cash balances will be used to fund capital expenditures
as required by franchise authorities. However, our cash reserves will be
insufficient to fund a comprehensive upgrade program. If our pending sales
transactions are not closed, we will need to rely on increased cash flow from
operations or new sources of financing in order to meet our future liquidity
requirements. There can be no assurance that such cash flow increases can be
attained, or that additional future financing will be available on terms
acceptable to us. If we are not able to attain such cash flow increases, or
obtain new sources of borrowings, we will not be able to fully complete any
comprehensive cable systems upgrades as required by franchise authorities. As a
result, the value of our systems would be lower than that of systems built to a
higher technical standard.

We believe it is critical to conserve cash to fund our future liquidity
requirements and any anticipated capital expenditures as required by franchise
authorities. Accordingly, we do not anticipate distributions to partners at this
time, other than those resulting from the pending sales transactions.

CERTAIN TRENDS AND UNCERTAINTIES

In November 2002, voters in the city of Malden, Missouri voted and approved a
referendum giving city officials the authority to pursue the issuance of up to
$9.0 million in municipal bonds to finance the construction of a municipally
owned cable system. We believe that if a competing system were built, the loss
of customers would have an adverse impact on our financial condition and results
of operations. As of December 31, 2002, we had approximately 2,000 basic
customers in the city of Malden.

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

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.

It is difficult to assess the impact that the general economic slowdown will
have on future operations. This could result in reduced spending by customers
and advertisers, which could reduce our revenues and operating cash flow, as
well as the collectibility of accounts receivable.

As disclosed in Charter Communications, Inc.'s Annual Report on Form 10-K, the
parent of our Corporate General Partner 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 and an SEC investigation. Charter is unable to predict the outcome
of these lawsuits and government investigations. 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.

INFLATION

Certain of our expenses, such as those for wages and benefits, equipment repair
and replacement, and billing and marketing generally increase with inflation.
However, we do not believe that our financial results have been, or will be,
adversely affected by inflation in a material manner, provided that we are able
to increase our service prices periodically, of which there can be no assurance.
See "Regulation and Legislation."

RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived


                                       25
<PAGE>
assets and the associated asset retirement costs. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. The Partnership adopted SFAS No. 143
on January 1, 2003. The adoption of SFAS No. 143 did not have a material impact
on the Partnership's financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be adopted by the Partnership beginning
January 1, 2003, except for the provisions relating to the amendment of SFAS No.
13, which will be adopted for transactions occurring subsequent to May 15, 2002.
Adoption of SFAS No. 145 did have a material impact on the financial statements
of the Partnership.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Partnership
for exit or disposal activities that are initiated after December 31, 2002.
Adoption of SFAS No. 146 will not have a material impact on the financial
statements of the Partnership.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, it amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Adoption of SFAS No. 148 did not have a material
impact on the financial statements of the Partnership.

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

Previously reported in our Current Report on Form 8-K, dated June 14, 2002.


                                       26

<PAGE>
                                    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 ECC.

The directors and executive officers of the Corporate General Partner as of
March 15, 2003, all of whom have their principal employment in a comparable
position with Charter, are named below:

<TABLE>
<CAPTION>
            NAME                                                      POSITION
            ----                                                      --------
<S>                             <C>
Carl E. Vogel                   President and Chief Executive Officer
Margaret A. Bellville           Executive Vice President and Chief Operating Officer
Steven A. Schumm                Director of the Corporate General Partner, Executive Vice President, Chief
                                Administrative Officer and interim Chief Financial Officer
Steven E. Silva                 Executive Vice President - Corporate Development and Chief Technology Officer
Curtis S. Shaw                  Senior Vice President, General Counsel and Secretary
Paul E. Martin                  Senior Vice President, Corporate Controller and Principal Financial Officer
                                for Partnership Matters
</TABLE>

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.

Carl E. Vogel, 45, President and Chief Executive Officer. Mr. Vogel has more
than 20 years of experience in telecommunications and the subscription
television business. Prior to joining Charter in October 2001, he was a Senior
Vice President of Liberty Media Corp., from November 1999 to October 2001, and
Chief Executive Officer of Liberty Satellite and Technology, from April 2000 to
October 2000. Prior to joining Liberty, Mr. Vogel was an Executive Vice
President and Chief Operating Officer of Field Operations for AT&T Broadband and
Internet Services, with responsibility of managing operations of all of AT&T's
cable broadband properties, from June 1999 to November 1999. From June 1998 to
June 1999, Mr. Vogel served as Chief Executive Officer of Primestar, Inc., a
national provider of subscription television services, and from 1997 to 1998, he
served as Chief Executive Officer of Star Choice Communications. From 1994
through 1997, Mr. Vogel served as the President and Chief Operating Officer of
EchoStar Communications. He began his career at Jones Intercable in 1983. Mr.
Vogel serves as a director of OnCommand Corporation, and holds a B.S. degree in
finance and accounting from St. Norbert College.

Margaret A. Bellville, 49, Executive Vice President and Chief Operating Officer.
Before joining Charter in December 2002, Ms. Bellville was President and CEO of
Incanta Inc., a technology-based streaming content company, from 2001 to 2002.
Incanta Inc. filed for bankruptcy in April 2002. From 1995 to 2001, Ms Bellville
worked for Cox Communications, the nation's fourth-largest cable television
company. She joined Cox in 1995 as Vice President of Operations and advanced to
Executive Vice President of Operations. Ms. Bellville joined Cox from Century
Communications, where she served as Senior Vice President of the company's
southwest division. 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 Dan O'Brien Youth Foundation Board, the Public Affairs committee for the
NCTA, the CTAM Board of Directors, and is a trustee and secretary for the
industry association Women in Cable and Telecommunications. Ms. Bellville is an
inaugural fellow of the Betsy Magness Leadership Institute and has been named
"Woman of the Year" by Women in Cable and Telecommunications in California.

Steven A. Schumm, 50, Director of the Corporate General Partner, Executive Vice
President, Chief Administrative Officer and interim Chief Financial Officer.
Prior to joining Charter Investment in 1998, Mr. Schumm was a partner with Ernst
& Young LLP where he worked for 24 years in a variety of professional service
and management roles. At the time he joined Charter, Mr. Schumm was Managing
Partner of the St. Louis office of Ernst & Young LLP

                                       27
<PAGE>
and a member of the firm's National Tax Committee. Mr. Schumm earned a B.S.
degree from Saint Louis University.

Steven E. Silva, 43, Executive Vice President - Corporate Development and Chief
Technology Officer. Mr. Silva joined Charter Investment in 1995. Prior to his
promotion to Executive Vice President and Chief Technology Officer in October
2001, he was Senior Vice President - Corporate Development and Technology since
September 1999. Mr. Silva previously served in various management positions at
U.S. Computer Services, Inc., a billing service provider specializing in the
cable industry. He is a member of the board of directors of Diva Systems
Corporation.

Curtis S. Shaw, 54, Senior Vice President, General Counsel and Secretary. From
1988 until he joined Charter Investment in 1997, Mr. Shaw served as corporate
counsel to NYNEX. Since 1973, Mr. Shaw has practiced as a corporate lawyer,
specializing in mergers and acquisitions, joint ventures, public offerings,
financings, and federal securities and antitrust law. Mr. Shaw received a B.A.
degree from Trinity College and a J.D. degree from Columbia University School of
Law.

Paul E. Martin, 42, Senior Vice President, Corporate Controller and Principal
Financial Officer for Partnership Matters. Mr. Martin joined Charter as Vice
President and Corporate Controller since March 2000, and became Principal
Financial Officer for Partnership Matters in July 2001 and Senior Vice President
in April 2002. Prior to joining Charter in March 2000, Mr. Martin was Vice
President and Controller for Operations and Logistics for Fort James
Corporation, a manufacturer of paper products. From 1995 to February 1999, Mr.
Martin was Chief Financial Officer of Rawlings Sporting Goods Company, Inc. Mr.
Martin received a B.S. degree in accounting from the University of Missouri -
St. Louis.

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

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 daily 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, 2002, Enstar Cable charged us management
fees of approximately $83,600. Enstar Cable, Charter and its affiliates also
charged us approximately $161,000 for system operating management services and
direct expenses. In addition, programming services were purchased through
Charter. Charter charged us approximately $184,100 for these programming
services for fiscal year 2002.

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.



                                       28
<PAGE>
PARTICIPATION IN DISTRIBUTIONS

The General Partners are entitled to share in distributions from, and profit and
losses in, the Partnership. See Item 5. "Market for the Registrant's Equity
Securities and Related Security Holder Matters."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2002, the following group of unitholders beneficially owned,
in the aggregate, 5% or more of the total outstanding units. As of the date
hereof, there is no other person known by the Partnership to own beneficially,
or that may be deemed to own beneficially, more than 5% of the units.

<TABLE>
<CAPTION>
                                        AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
  NAME AND ADDRESS OF BENEFICIAL        SOLE VOTING AND         SHARED VOTING AND
        OWNER AND ADDRESS              DISPOSITIVE POWER        DISPOSITIVE POWER       PERCENT OF CLASS
<S>                                    <C>                      <C>                     <C>
Madison Avenue Investment
Partners, LLC                                  0                     1,484(1)                    5.0
P.O. Box 7533
Incline Village, NV 89452
The Harmony Group II, LLC
P.O. Box 7533                                  0                     2,411(2)                    8.1
Incline Village, NV 89452
Bryan E. Gordon
P.O. Box 7533                                  0                     2,411(3)                    8.1
Incline Village, NV 89452
Everest Cable Investors, LLC
155 N. Lake Avenue, Suite 1000                 0                     2,626(4)                    8.8
Pasadena, CA 91101
Stephen Feinberg
450 Park Avenue, 28th Floor                    0                     2,626(5)                    8.8
New York, NY 10022
W. Robert Kohorst
155 N. Lake Avenue, Suite 1000                 0                     2,626(6)                    8.8
Pasadena, CA 91101
</TABLE>

(1) Based on a Schedule 13G filed February 13, 2003. Madison Avenue Investment
Partners, LLC ("Madison") controls various entities that own limited partnership
units ("Units") of the Partnership, none of which, on its own, owns 5% or more
of the units.

(2) Based on a Schedule 13G filed February 13, 2003. The Harmony Group II, LLC
("Harmony") is the controlling member of Madison.

(3) Based on a Schedule 13G filed February 13, 2003. Mr. Gordon is the managing
director of Harmony.

(4) Based on a Schedule 13G filed January 21, 2003. The members of Everest Cable
Investors, LLC include Blackacre Everest, LLC ("Blackacre Everest"), Everest
Partners, LLC ("Everest Partners") and Everest Properties II, LLC ("Everest
Properties II"). Pursuant to the Operating Agreement of Everest, the consents of
Blackacre Everest, Everest Partners and Everest Properties II are required to
vote or dispose of the units held by Everest.

(5) Based on a Schedule 13G filed January 21, 2003. Mr. Feinberg, in his
capacity as the co-president of Blackacre Capital Management Corp., which is the
general partner of Blackacre Capital Group, L.P., which is the managing member
of Blackacre Everest, possesses sole power to determine whether consent by
Blackacre Everest, will be given or withheld. Messrs. Kohorst and Feinberg
possess shared power to determine whether consent by Everest Partners will be
given or withheld.

(6) Based on a Schedule 13G filed January 21, 2003. Messrs. Kohorst and Feinberg
possess shared power to determine whether consent by Everest Partners will be
given or withheld. Mr. Kohorst possesses sole power to determine whether consent
by Everest Properties II will be given or withheld.




The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of December 31, 2002, the common
membership units of Charter Communications Holding Company, LLC are owned 46.5%
by Charter, 18.4% by Vulcan Cable III Inc., and 35.1% 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 7.1% of the outstanding capital stock of Charter and controls
approximately 92.9% 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 from Falcon Holding Group, L.P. and assumed the management services
operations previously provided by affiliates of Falcon. Charter now manages the
operations of the partnerships of which Enstar Communications Corporation 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 dated November 26, 1985 between the
Partnership and Enstar Cable, a subsidiary of the Corporate General Partner,
Enstar Cable provides financial, management, supervisory and marketing services,
as necessary to the Partnership's operations. This Management Agreement provides
that the Partnership shall pay management fees equal to 5% of the Partnership's
gross receipts from customers. In addition, Enstar Cable is to be reimbursed for
amounts paid to third parties, the cost of administrative services in an amount
equal to the lower of actual cost or the amount the Partnership would be
required to pay to independent parties for comparable administrative services,
salaries and benefits of employees necessary for day-to-day operation of the
Partnership's systems, and an allocable shares of costs associated with
facilities required to manage the Partnership's systems. To provide these
management services, Enstar Cable has engaged Charter Communications Holding
Company, an affiliate of the Corporate General Partner and Charter, to provide
management, consulting, programming and billing services for the Partnership.

Since November 12, 1999, when Charter acquired control of the Corporate General
Partner and its subsidiary, Enstar Cable, as well as Falcon Communications,
L.P., the management fees payable have been limited to reimbursement of an
allocable share of Charter's management costs, which is less than the fee
permitted by the existing agreement. As of December 31, 2002, accrued and unpaid
management fees to Charter Communications Holding Company LLC. were $325,100. 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,
2002, service




                                       29
<PAGE>
costs directly attributable to providing cable services to customers which were
incurred by Charter and reimbursed by the Partnership, were $161,000. In
addition, programming services are purchased through Charter. We were charged
approximately $184,100 for these programming services for fiscal year 2002.

CONFLICTS OF INTEREST

The Partnership relies upon the Corporate General Partner and certain of its
affiliates to provide general management services, system operating services,
supervisory and administrative services and programming. See Item 11. "Executive
Compensation." The executive officers of the Corporate General Partner have
their personal employment with Charter, and, as a result, are involved in the
management of other cable ventures. Charter expects to continue to enter into
other cable ventures. These affiliations subject Charter and the Corporate
General Partner and their management to conflicts of interest. These conflicts
of interest relate to the time and services that management will devote to the
Partnership's affairs.

FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE GENERAL PARTNERS

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

The Partnership Agreement provides that the General Partners will be indemnified
by the Partnership for acts performed within the scope of their authority under
the Partnership Agreement if the General Partners (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 their conduct was negligent. In addition, the
Partnership Agreement provides that the General Partners 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 persons determined by the Corporate General Partner
against liabilities which they may incur with respect to claims made against
them for certain wrongful or allegedly wrongful acts, including certain errors,
misstatements, misleading statements, omissions, neglect or breaches of duty.




                                       30
<PAGE>
                                     PART IV

ITEM 14. CONTROLS AND PROCEDURES.

(a)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Within the 90 days
         prior to the date of this report, our Corporate General Partner carried
         out an evaluation, under the supervision and with the participation of
         our management, including our Chief Administrative Officer and
         Principal Financial Officer, of the effectiveness of the design and
         operation of our disclosure controls and procedures. Based upon that
         evaluation, our Chief Administrative Officer and Principal Financial
         Officer concluded that our disclosure controls and procedures are
         effective to ensure that information that is required to be disclosed
         by the Partnership in reports that it files in its periodic SEC reports
         is recorded, processed, summarized and reported within the terms
         specified in the SEC rules and forms.

(b)      CHANGES IN INTERNAL CONTROLS. There were no significant changes in our
         internal controls or in other factors that could significantly affect
         those controls subsequent to the date that our Corporate General
         Partner carried out this evaluation.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    1.  Financial Statements

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

       2.  Financial Statement Schedules

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

       3.  Exhibits

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

(b)    Reports on Form 8-K

           On 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.




                                       31
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     ENSTAR INCOME PROGRAM II-2, L.P.
                                     By: Enstar Communications Corporation,
                                     Corporate General Partner


Dated: April 15, 2003                By: /s/ Steven A. Schumm
                                        ----------------------------------------
                                     Steven A. Schumm
                                     Director, Executive Vice President, Chief
                                     Administrative Officer and Interim Chief
                                     Financial Officer

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

Dated: April 15, 2003                By: /s/ Steven A. Schumm
                                        ----------------------------------------
                                     Steven A. Schumm
                                     Director, Executive Vice President, Chief
                                     Administrative Officer and Interim Chief
                                     Financial Officer
                                     (Principal Executive Officer) *


Dated: April 15, 2003                By: /s/ Paul E. Martin
                                        ----------------------------------------
                                     Paul E. Martin
                                     Senior Vice President and Corporate
                                     Controller (Principal Financial
                                     Officer and Principal Accounting Officer) *

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




                                       32
<PAGE>
                                 CERTIFICATIONS

Certification of Chief Administrative Officer

I, Steven A. Schumm, certify that:

1.    I have reviewed this annual report on Form 10-K of Enstar Income Program
      II-2, L.P.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

         a)    designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

         c)    presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

         b)    any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: April 15, 2003

/s/  Steven A. Schumm
-----------------------------------

Steven A. Schumm
Director, Executive Vice President,
Chief Administrative Officer and
Interim Chief Financial Officer




                                       33
<PAGE>
Certification of Principal Financial Officer

I, Paul E. Martin, certify that:

1.    I have reviewed this annual report on Form 10-K of Enstar Income Program
      II-2, L.P.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

         a)    designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

         b)    evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

         c)    presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

         a)    all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

         b)    any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: April 15, 2003

/s/  Paul E. Martin
-----------------------------------------------------

Paul E. Martin
Senior Vice President and
Corporate Controller (Principal Financial Officer and
Principal Accounting Officer)




                                       34
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                             ----
<S>                                                                                          <C>
Independent Auditors' Report                                                                  F-2
Report of Independent Public Accountants                                                      F-3
Statement of Net Assets in Liquidation as of December 31, 2002                                F-4
Balance Sheet as of December 31, 2001                                                         F-5
Statements of Operations for the years ended December 31, 2002, 2001 and 2000                 F-6
Statements of Partnership Capital for the years ended December 31, 2002, 2001 and 2000        F-7
Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000                 F-8
Notes to Financial Statements                                                                 F-9
</TABLE>

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




                                       35
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Partners of
Enstar Income Program II-2, L.P.:

We have audited the accompanying statement of net assets in liquidation of
Enstar Income Program II-2, L.P. (a Georgia limited partnership) as of December
31, 2002 (see Note 2). We have also audited the statements of operations,
partnership capital (deficit) and cash flows 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 audit. The 2001 and 2000 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 audit 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 audit provides a
reasonable basis for our opinion.

As described in Note 2 to the financial statements, the partners of Enstar
Income Program II-2, 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 December 31, 2002.

In our opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the net assets in liquidation of Enstar Income Program
II-2, L.P. as of December 31, 2002, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America applied on the bases
described in the preceding paragraph.


/s/ KPMG LLP

St. Louis, Missouri
April 11, 2003



                                       F-2
<PAGE>
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 ACOUNTANTS

To the Partners of
Enstar Income Program II-2, L.P.:

We have audited the accompanying balance sheets of Enstar Income Program II-2,
L.P. (a Georgia limited partnership) as of December 31, 2001 and 2000, and the
related statements of operations, partnership capital 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 II-2,
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
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                     STATEMENT OF NET ASSETS IN LIQUIDATION

                                  (SEE NOTE 2)

                             AS OF DECEMBER 31, 2002

<TABLE>
<S>                                                                 <C>
ASSETS:
   Cash and cash equivalents                                        $ 4,533,100
   Accounts receivable                                                   13,400
   Prepaid expenses                                                       8,300
   Property, plant and equipment                                        720,500
                                                                    -----------

   Total assets                                                       5,275,300
                                                                    -----------

LIABILITIES:
   Accounts payable and accrued liabilities                             500,700
   Due to affiliates                                                  1,121,200
                                                                    -----------

   Total liabilities                                                  1,621,900
                                                                    -----------

NET ASSETS IN LIQUIDATION:
   General Partners                                                     (37,200)
   Limited Partners                                                   3,690,600
                                                                    -----------

                                                                    $ 3,653,400
                                                                    ===========
</TABLE>


                See accompanying notes to financial statements.

                                       F-4
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                                  BALANCE SHEET

                             AS OF DECEMBER 31, 2001

<TABLE>
<S>                                                                  <C>
                                     ASSETS

ASSETS:
   Cash                                                              $ 9,745,500
   Accounts receivable, less allowance for doubtful accounts
      of $20,500                                                          75,000
   Prepaid expenses and other assets                                       7,400
   Property, plant and equipment, net of accumulated depreciation
      of $8,795,700                                                    2,480,200
   Franchise cost, net of accumulated amortization of $1,393,800           8,300
                                                                     -----------

               Total assets                                          $12,316,400
                                                                     ===========

                       LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
   Accounts payable                                                  $    65,000
   Accrued liabilities                                                   135,700
   Due to affiliates                                                     876,300
                                                                     -----------

               Total liabilities                                       1,077,000
                                                                     -----------

PARTNERSHIP CAPITAL:
   General Partners                                                       38,700
   Limited Partners                                                   11,200,700
                                                                     -----------

               Total partnership capital                              11,239,400
                                                                     -----------

               Total liabilities and partnership capital             $12,316,400
                                                                     ===========
</TABLE>


                See accompanying notes to financial statements.


                                      F-5
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                              2002           2001            2000
                                                                          -----------    -----------     -----------
                                                                          (SEE NOTE 2)
<S>                                                                       <C>            <C>             <C>
REVENUES                                                                  $ 1,672,900    $ 3,856,100     $ 3,916,300
                                                                          -----------    -----------     -----------

OPERATING EXPENSES:
   Service costs                                                              567,600      1,241,700       1,182,900
   General and administrative expenses                                        209,300        433,100         394,400
   General partner management fees and reimbursed expenses                    244,600        695,600         638,500
   Depreciation and amortization                                              193,700        422,300         503,400
                                                                          -----------    -----------     -----------

                                                                            1,215,200      2,792,700       2,719,200
                                                                          -----------    -----------     -----------

               Operating income                                               457,700      1,063,400       1,197,100
                                                                          -----------    -----------     -----------

OTHER INCOME (EXPENSE):
   Interest income                                                            129,400        279,600         375,500
   Gain on disposal of cable systems                                       11,105,100             --              --
   Other expense                                                                   --        (43,400)        (26,700)
                                                                          -----------    -----------     -----------

                                                                           11,234,500        236,200         348,800
                                                                          -----------    -----------     -----------

               Net income                                                 $11,692,200    $ 1,299,600     $ 1,545,900
                                                                          ===========    ===========     ===========

NET INCOME ALLOCATED TO GENERAL PARTNERS                                  $   116,900    $    13,000     $    15,500
                                                                          ===========    ===========     ===========

NET INCOME ALLOCATED TO LIMITED PARTNERS                                  $11,575,300    $ 1,286,600     $ 1,530,400
                                                                          ===========    ===========     ===========

NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST                       $    387.39    $     43.06     $     51.22
                                                                          ===========    ===========     ===========

WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR         29,880         29,880          29,880
                                                                          ===========    ===========     ===========
</TABLE>


                See accompanying notes to financial statements.


                                      F-6
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                        STATEMENTS OF PARTNERSHIP CAPITAL

              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                                                             GENERAL          LIMITED
                                                             PARTNERS         PARTNERS          TOTAL
                                                             --------         --------          -----
<S>                                                       <C>              <C>              <C>
PARTNERSHIP CAPITAL, January 1, 2000                      $     10,200     $  8,383,700     $  8,393,900
   Net income                                                   15,500        1,530,400        1,545,900
                                                          ------------     ------------     ------------

PARTNERSHIP CAPITAL, December 31, 2000                          25,700        9,914,100        9,939,800
   Net income                                                   13,000        1,286,600        1,299,600
                                                          ------------     ------------     ------------

PARTNERSHIP CAPITAL, December 31, 2001                          38,700       11,200,700       11,239,400
   Net income                                                  116,900       11,575,300       11,692,200
   Distributions                                              (192,600)     (19,063,400)     (19,256,000)
                                                          ------------     ------------     ------------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2002               (37,000)       3,712,600        3,675,600

   Effects of change to liquidation basis (see Note 2)            (200)         (22,000)         (22,200)
                                                          ------------     ------------     ------------

NET ASSETS IN LIQUIDATION, December 31, 2002              $    (37,200)    $  3,690,600     $  3,653,400
                                                          ============     ============     ============
</TABLE>


                See accompanying notes to financial statements.


                                      F-7
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                     2002             2001             2000
                                                                                 ------------     ------------     ------------
                                                                                 (SEE NOTE 2)
<S>                                                                              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                    $ 11,692,200     $  1,299,600     $  1,545,900
   Adjustments to reconcile net income to net cash from operating activities:
      Depreciation and amortization                                                   193,700          422,300          503,400
      Gain on sale of cable systems                                               (11,105,100)              --               --
      Changes in:
         Accounts receivable, prepaid expenses and other assets                        74,700          207,800         (108,400)
         Accounts payable, accrued liabilities and due to affiliates                  290,400          775,500         (186,300)
                                                                                 ------------     ------------     ------------

               Net cash from operating activities                                   1,145,900        2,705,200        1,745,600
                                                                                 ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                              (299,100)        (147,900)        (309,700)
   Proceeds from sale of cable systems, net of transaction costs                   13,196,800               --               --
   Change in intangible assets                                                             --            1,600           (2,000)
                                                                                 ------------     ------------     ------------

               Net cash from investing activities                                  12,897,700         (146,300)        (311,700)
                                                                                 ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions                                                                  (19,256,000)              --               --
                                                                                 ------------     ------------     ------------

               Net cash from financing activities                                 (19,256,000)              --               --
                                                                                 ------------     ------------     ------------


               Net increase in cash                                                (5,212,400)       2,558,900        1,433,900

CASH, beginning of year                                                             9,745,500        7,186,600        5,752,700
                                                                                 ------------     ------------     ------------

CASH, end of year                                                                $  4,533,100     $  9,745,500     $  7,186,600
                                                                                 ============     ============     ============
</TABLE>

                See accompanying notes to financial statements.


                                      F-8
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


(1) ORGANIZATION

Enstar Income Program II-2, L.P. (the "Partnership") was formed on July 3, 1984
by a partnership agreement, as amended (the "Partnership Agreement"), to
acquire, construct, improve, develop and operate cable television systems in
various locations in the United States. The Partnership Agreement provides for
Enstar Communications Corporation (the "Corporate General Partner") and Robert
T. Graff, Jr. to be the General Partners and for the admission of Limited
Partners through the sale of interests in the Partnership. Sale of interests in
the Partnership began in February 1984, and the initial closing took place in
May 1984. The Partnership continued to raise capital until $7,500,000 (the
maximum) was raised by September 1984. The Partnership acquired its first
property subsequent to the initial closing. The Partnership acquired several
other operating properties during 1984 and 1985.

On November 12, 1999, Charter Communications Holdings Company, LLC, an entity
controlled by Charter Communications, Inc. ("Charter"), acquired both the
Corporate General Partner, as well as Falcon Communications, L.P. ("Falcon"),
the entity that provided management and certain other services to the
Partnership. Charter is the nation's third largest cable operator, serving
approximately 6.6 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.

(2) SALES OF ASSETS AND LIQUIDATION BASIS ACCOUNTING

On April 10, 2002, pursuant to an asset purchase agreement dated August 29,
2001, the Partnership completed the sale of all of the Partnership's Illinois
cable television systems in and around Hillsboro, Jerseyville, Nokomis and Pana,
Illinois to Charter Communications Entertainment I, LLC ("CCE-1"), an affiliate
of the Corporate General Partner and an indirect subsidiary of Charter, for a
total sale price of approximately $13,199,800 (the "Charter Sale"). The Charter
Sale is part of a larger transaction in which the Partnership and five other
affiliated partnerships (which, together with the Partnership are collectively
referred to as the "Selling Partnerships") sold all of their assets used in the
operation of their respective Illinois cable television systems to CCE-1 and two
of its affiliates (also referred to, with CCE-1, as the "Purchasers") for a
total cash sale price of $63,000,000. Each Selling Partnership received the same
value per customer. In addition, the Limited Partners of each of the Selling
Partnerships approved an amendment to their respective partnership agreement to
allow the sale of assets to an affiliate of such partnership's General Partner.
The Purchasers are each indirect subsidiaries of the Corporate General Partner's
ultimate parent company, Charter, and, therefore, are affiliates of the
Partnership and each of the other Selling Partnerships.

The Charter Sale resulted from a sale process actively pursued since 1999, when
the Corporate General Partner sought purchasers for all of the cable television
systems of the Selling Partnerships, as well as eight other affiliated limited
partnership cable operators 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. Although limited plant

                                      F-9
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


upgrades have been made, the Corporate General Partner projected that if the
Partnership made the comprehensive additional upgrades deemed necessary to
enable enhanced and competitive services, particularly two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.

After setting aside $2,000,000 to fund the Malden, Missouri headend's working
capital needs and paying or providing for the payment of the expenses of the
Charter Sale, the Corporate General Partner made distributions of the allocable
share of the remaining net sale proceeds, in accordance with the Partnership
Agreement. The Partnership made an initial distribution of approximately
$15,890,500 on or about May 15, 2002, with a second distribution of $3,365,500
made on or about September 24, 2002.

On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of its Malden, Missouri cable system to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $1,702,500 (approximately $825 per customer
acquired). This sale is a part of a larger transaction in which the Partnership
and eight other affiliated partnerships (which, together with the Partnership
are collectively referred to as the "Telecommunications Management Selling
Partnerships") would sell 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 is
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 is subject to certain closing
conditions, including regulatory and franchise approvals. In April 2003, a
majority of the Limited Partners approved the Telecommunications Management Sale
and a plan of liquidation.

On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of its remaining cable system to
Telecommunications Management. The February 6, 2003 side letter amends 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. Management is currently evaluating the alternatives with respect to this
new development.

The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale of
the Partnership's final cable system and the subsequent liquidation and
dissolution of the Partnership. In April 2003, the required number of votes
necessary to implement the plan of liquidation were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of
December 31, 2002. The statements of operations, partnership capital and cash
flows for the year ended December 31, 2002 have been presented on a going
concern basis comparable to prior periods. Upon changing to liquidation basis
accounting, the Partnership recorded $22,200 of accrued costs of liquidation
representing an estimate of the costs to be incurred after the sale of the final
cable system but prior to dissolution of the Partnership. Because management is
unable to develop reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment due to the current
uncertainties surrounding the final dissolution of the Partnership, no
adjustments have been recorded to reflect assets at estimated realizable values
or to reflect estimates of future operating results. These adjustments will be
recorded once a sale is imminent and the net sales proceeds are reasonably
estimable. Accordingly, the assets in the accompanying statement of net assets
in liquidation as of December 31, 2002 have been stated at historical book
values. Distributions ultimately made to the partners upon liquidation will
differ from the net assets in liquidation recorded in the accompanying statement
of net assets in liquidation as a result of future operations, the sale proceeds
ultimately received by the Partnership and adjustments if any to estimated costs
of liquidation. Distributions from the Partnership were $19,256,000 during the
year ended December 31, 2002.




                                      F-10
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 years
             Vehicles                             3 years
             Furniture and equipment              5-7 years
             Leasehold 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 television 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. As of December
31, 2002, no franchise agreements have expired in the Partnership's franchise
areas. Amortization expense related to franchises for the years ended December
31, 2002, 2001 and 2000 was $1,800, $5,600 and $56,300, respectively.

Long-Lived Assets

The Partnership reviews its long-lived assets for impairment whenever events or
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the 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 are recognized when
the related services are provided. Advertising revenues are recognized when
commercials are broadcast. Installation revenues are recognized to the extent of
direct selling costs incurred. The remainder, if any, is deferred and amortized
to income over the estimated average period that customers are expected to
remain connected to the cable system. As of December 31, 2002, 2001 and 2000, no
installation revenues have been deferred, as direct selling costs have exceeded
installation revenues.

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

                                      F-11
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


and expenses.

Income Taxes

As a partnership, Enstar Income Program II-2, L.P. pays no federal 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,
2002, 2001 and 2000, the book basis of the Partnership's net assets exceeded its
tax basis by approximately $296,500, $1,342,000 and $1,260,300, 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 income for the year ended December 31, 2002,
2001 and 2000, in the financial statements is approximately $1,004,200 less than
tax income primarily as a result of differences between tax gain on sale of
cable systems versus book gain on sale of cable systems caused principally by
book and tax basis differences on the assets sold. The net effect of these
accounting differences is that net income for the years ended December 31, 2001
and 2000 in the financial statements is approximately $103,600 and $59,900 more
than tax income or loss of the Partnership for the same period, respectively,
caused principally by timing differences in depreciation expense.

Net Income per Unit of Limited Partnership Interest

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

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. The estimates include useful lives or property, plant and
equipment valuation of long-lived assets and allocated operating costs. Actual
results could differ from those estimates.

(4) PARTNERSHIP MATTERS

The amended Partnership Agreement generally provides that all cash
distributions, as defined, be allocated 1% to the General Partners and 99% to
the Limited Partners until the Limited Partners have received aggregate cash
distributions equal to their original capital contributions ("Capital Payback").
The Partnership Agreement also provides that all partnership profits, gains,
operational losses, and credits, all as defined, be allocated 1% to the General
Partners and 99% to the Limited Partners until the Limited Partners have been
allocated net profits equal to the amount of cash flow required for Capital
Payback. After the Limited Partners have received cash flow equal to their
initial investments, the General Partners will receive a 1% allocation of cash
flow from sale or liquidation of a system until the Limited Partners have
received an annual simple interest return of at least 18% of their initial
investments less any distributions from previous system sales and cash
distributions from operations. Thereafter, the respective allocations will be
made 15% to the General Partners and 85% to the Limited Partners. All
allocations to individual Limited Partners will be based on their respective
limited partnership ownership interests.




                                      F-12
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


Upon the disposition of substantially all of the Partnership assets, gains shall
be allocated first to the Limited Partners having negative capital account
balances until their capital accounts are increased to zero, next equally among
the General Partners until their capital accounts are increased to zero, and
thereafter as outlined in the preceding paragraph. Upon dissolution of the
Partnership, any negative capital account balances remaining after all
allocations and distributions are made must be funded by the respective
partners. The Partnership Agreement limits the amount of debt the Partnership
may incur.

(5) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at historical cost consists of the following as of
the dates presented:

<TABLE>
<CAPTION>
                                                          DECEMBER 31,
                                                 ------------------------------
                                                     2002              2001
                                                 ------------      ------------
<S>                                              <C>               <C>
      Cable distribution systems                 $  3,371,900      $ 10,845,900
      Land and improvements                                --            17,000
      Vehicles, furniture and equipment               156,200           413,000
                                                 ------------      ------------

                                                    3,528,100        11,275,900

      Less:  accumulated depreciation              (2,807,600)       (8,795,700)
                                                 ------------      ------------

                                                 $    720,500      $  2,480,200
                                                 ============      ============
</TABLE>

Depreciation expense for the years ended December 31, 2002, 2001 and 2000, was
$191,900, $416,500 and $443,900, respectively.

No adjustments have been made to record assets at estimated realizable value as
required in liquidation basis accounting due to uncertainties surrounding the
sales of the final systems and the final dissolution of the Partnership.

(6) COMMITMENTS AND CONTINGENCIES

Litigation

The Partnership is a party to lawsuits and claims that arose in the ordinary
course of conducting its business. In the opinion of management, after
consulting with legal counsel, the outcome of these lawsuits and claims will not
have a material adverse effect on the Partnership's financial position or
results of operations.

Regulation in the Cable Television Industry

The operation of a cable system is extensively regulated by the Federal
Communications Commission (FCC), some state governments and most local
governments. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations. The 1996 Telecommunications Act ("1996 Telecom Act")
altered the regulatory structure governing the nation's communications
providers. It removed barriers to competition in both the cable television
market and the local telephone market. Among other things, it reduced the scope
of cable rate regulation and encouraged additional competition in the video
programming industry by allowing local telephone companies to provide video
programming in their own telephone service areas.

The 1996 Telecom Act required the FCC to undertake a host of implementing
rulemakings. Moreover, Congress and the FCC have frequently revisited the
subject of cable regulation. Future legislative and regulatory changes

                                      F-13
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


could adversely affect the Partnership's operations.

Certain Trends and Uncertainties

In November 2002, voters in the city of Malden, Missouri voted and approved a
referendum giving city officials the authority to pursue the issuance of up to
$9.0 million in municipal bonds to finance the construction of a municipally
owned cable system. Management believes that if a competing system were built,
the loss of customers would have an adverse impact on the financial condition
and results of operations of the Partnership. As of December 31, 2002, the
Partnership had approximately 2,000 basic customers in the city of Malden.

Insurance

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

(7) EMPLOYEE BENEFIT PLAN

The Partnership participates in a cash or deferred profit sharing plan (the
"Profit Sharing Plan") sponsored by a subsidiary of the Corporate General
Partner, which covers substantially all of its employees. The Profit Sharing
Plan provides that each participant may elect to make a contribution in an
amount up to 15% of the participant's annual compensation which otherwise would
have been payable to the participant as salary. Effective January 1, 1999, the
Profit Sharing Plan was amended, whereby the Partnership would make an employer
contribution equal to 100% of the first 3% and 50% of the next 2% of the
participants' contributions. Contributions of $600 were made during 2002 and
2001.

(8) TRANSACTIONS WITH THE GENERAL PARTNERS 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, pursuant to which the Partnership
pays a monthly management fee of 5% of gross revenues of the Partnership.
Management fee expense was $83,600, $192,800 and $195,800 for the years ended
December 31, 2002, 2001 and 2000, respectively. Management fees are non-interest
bearing.

In addition to the monthly management fee, the Partnership reimburses Enstar
Cable for direct expenses incurred on behalf of the Partnership, and for the
Partnership's allocable share of operational costs associated with services
provided by Enstar Cable. Additionally, Charter and its affiliates provide other
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 $161,000, $502,800 and $442,700 for the years ended December 31,
2002, 2001 and 2000, respectively.

Substantially all programming services are purchased through Charter. Charter
charges the Partnership for these costs based on its costs. The Partnership
recorded programming fee expense of $184,100, $843,300 and $761,100 for the
years ended December 31, 2002, 2001 and 2000, respectively. Programming fees are
included in service costs in the accompanying statements of operations.

The cable system in one of the Partnership's franchise areas does not have
head-end equipment to receive and retransmit its cable television signal. The
system relies on another partnership managed by the Corporate General Partner
with systems located in neighboring communities to provide its cable television
signal. The Partnership is not charged a fee for this service.



                                      F-14
<PAGE>
                        ENSTAR INCOME PROGRAM II-2, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2002, 2001 AND 2000


As disclosed in Charter Communications, Inc.'s Annual Report on Form 10-K, the
parent of our Corporate General Partner 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 and an SEC investigation. Charter is unable to predict the outcome
of these lawsuits and government investigations. 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.

(9) RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Partnership adopted SFAS No. 143 on January
1, 2003. The adoption of SFAS No. 143 did not have a material impact on the
Partnership's financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. SFAS No. 145 will be adopted by the Partnership beginning
January 1, 2003, except for the provisions relating to the amendment of SFAS No.
13, which will be adopted for transactions occurring subsequent to May 15, 2002.
Adoption of SFAS No. 145 did not have a material impact on the financial
statements of the Partnership.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Partnership
for exit or disposal activities that are initiated after December 31, 2002.
Adoption of SFAS No. 146 will not have a material impact on the financial
statements of the Partnership.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, it amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Adoption of SFAS No. 148 did not have a material
impact on the financial statements of the Partnership.




                                      F-15
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   EXHIBIT
    NUMBER                                 DESCRIPTION
   -------        --------------------------------------------------------------
<S>               <C>
     2.1a         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 of 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)).

     2.2a         Asset Purchase Agreement, dated August 29, 2001, by and
                  between Charter Communications Entertainment I, LLC, Interlink
                  Communications Partners, LLC, and Rifkin Acquisitions
                  Partners, LLC and Enstar Income Program II-1, L.P., Enstar
                  Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                  Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
                  Systems Venture, and Enstar Cable of Macoupin County.
                  (Incorporated by reference to Exhibit A to Registrant's
                  Definitive Proxy Statement on Schedule 14A as filed on
                  February 7, 2002).

     2.2b         Letter of Amendment, dated September 10, 2001, by and between
                  Charter Communications Entertainment I, LLC, Interlink
                  Communications Partners, LLC, and Rifkin Acquisitions
                  Partners, LLC and Enstar Income Program II-1, L.P., Enstar
                  Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                  Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
                  Systems Venture, and Enstar Cable of Macoupin County.
                  (Incorporated by reference to Exhibit B to Registrant's
                  Definitive Proxy Statement on Schedule 14A as filed on
                  February 7, 2002).

     2.2c         Letter of Amendment, dated November 30, 2001, by and between
                  Charter Communications Entertainment I, LLC, Interlink
                  Communications Partners, LLC, and Rifkin Acquisitions
                  Partners, LLC and Enstar Income Program II-1, L.P., Enstar
                  Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                  Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
                  Systems Venture, and Enstar Cable of Macoupin County.
                  (Incorporated by reference to Exhibit C to Registrant's
                  Definitive Proxy Statement on Schedule 14A as filed on
                  February 7, 2002).

     2.3a         Asset Purchase Agreement, dated August 8, 2000, by and among
                  Multimedia Acquisition Corp., as Buyer, and Enstar Income
                  Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar
                  Income Program IV-3, L.P., Enstar Income/Growth Program Six-A,
                  L.P., Enstar IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD Systems
                  Venture, Enstar Cable of Cumberland Valley and Enstar Cable of
                  Macoupin County, as Sellers. (Incorporated by reference to the
                  exhibits to the Current Report on Form 10-Q of Enstar Income
                  Program II-1, L.P., File No. 000-14508 for the quarter ended
                  June 30, 2000.)

     2.3b         Amendment dated September 29, 2000, of the Asset Purchase
                  Agreement dated August 8, 2000, by and among Multimedia
                  Acquisition Corp., as Buyer, and Enstar Income Program II-1,
                  L.P., Enstar Income Program II-2, L.P., Enstar Income Program
                  IV-3, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
                  IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD Systems Venture,
                  Enstar Cable of Cumberland Valley and Enstar Cable of Macoupin
                  County, as Sellers. (Incorporated by reference to the exhibits
                  to the Current Report on Form 10-Q of Enstar Income Program
                  IV-1, L.P., File No. 000-15705 for the quarter ended September
                  30, 2000.)

      3.          Second Amended and Restated Agreement of Limited Partnership
                  of Enstar Income Program II-2, 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. 000-14505
                  for the fiscal year ended December 31, 1988.)
</TABLE>


                                       E-1
<PAGE>
<TABLE>
<S>               <C>
     3.1          Amendment to Section 5.3.1 dated December 17, 1992.
                  (Incorporated by reference to the exhibits to the Registrant's
                  Current Report on Form 8-K dated December 17, 1992.)

     10.1         Management Agreement between Enstar Income Program II-2 and
                  Enstar Cable Corporation. (Incorporated by reference to the
                  exhibits to the Registrant's Annual Report on Form 10-K, File
                  No. 000-14505 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         Ordinance No. 1162 of the City of Pana, Illinois, authorizing
                  an extension of a cable television franchise and authorizing
                  and renewing an agreement between the City of Pana, Illinois,
                  and Enstar Cable. Passed and approved February 8, 1993.
                  (Incorporated by reference to the exhibits to the Registrant's
                  Annual Report on Form 10-K, File No. 000-14505 for the fiscal
                  year ended December 31,1992.)

     10.6         Franchise Agreement between the City of Pana, Illinois, and
                  Enstar Communications Corporation and Enstar Income Program
                  II-2. (Incorporated by reference to the exhibits to the
                  Registrant's Quarterly Report on Form 10-Q, File No. 000-14505
                  for the quarter ended June 30, 1993.)

     10.7         Franchise Agreement and related documents thereto granting a
                  non-exclusive community antenna television system franchise
                  for the City of Jerseyville. (Incorporated by reference to the
                  exhibits to the Registrant's Quarterly Report on Form 10-Q,
                  File No. 000-14505 for the quarter ended June 30, 1994.) 21.1
                  Subsidiaries: None

      14.1        Code of Conduct adopted January 28, 2003. (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, 2002.)

   ** 99.1        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).

   ** 99.2        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
</TABLE>




                                       E-2