<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

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

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                      OR

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

     For the transition period from ___________ to__________

     Commission File Number: 0-14508

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


                 GEORGIA                                      58-1628877
--------------------------------------------          -------------------------
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                     Identification Number)

  10900 WILSHIRE BOULEVARD - 15TH FLOOR
         LOS ANGELES, CALIFORNIA                                90024
--------------------------------------------          -------------------------
(Address of principal executive offices)                      (Zip Code)



Registrant's telephone number, including area code:              (310) 824-9990
                                                                 --------------
Securities registered pursuant to Section 12(b) of the Act:          NONE

Securities registered pursuant to Section 12(g) of the Act:

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

UNITS OF LIMITED PARTNERSHIP INTEREST                 NONE


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

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

         State the aggregate market value of the voting equity securities held
by non-affiliates of the registrant - all of the registrant's 29,936 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>   2
                                     PART I

ITEM 1.          BUSINESS

INTRODUCTION

         Enstar Income Program II-1, L.P., a Georgia limited partnership (the
"Partnership"), is engaged in the ownership, operation and development, and,
when appropriate, sale or other disposition, of cable television systems in
small to medium-sized communities. The Partnership was formed on July 3, 1984.
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" and, together with the Corporate General
Partner, the "General Partners"). On September 30, 1988, ownership of the
Corporate General Partner was acquired by Falcon Cablevision, a California
limited partnership that has been engaged in the ownership and operation of
cable television systems since 1984 ("Falcon Cablevision"). The general partner
of Falcon Cablevision is Falcon Holding Group, L.P. ("FHGLP"), which provides
certain management services to the Partnership.  The general partner of FHGLP
is Falcon Holding Group, Inc., a California corporation ("FHGI").  See Item
13., "Certain Relationships and Related Transactions".  The General Partner,
FHGLP and affiliated companies are responsible for the day to day management of
the Partnership and its operations.  See "Employees" below.

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

         The Partnership's cable television systems, (the "systems") offer
customers various levels (or "tiers") of cable services consisting of broadcast
television signals of local network, independent and educational stations, a
limited number of television signals from so-called "super stations"
originating from distant cities (such as WTBS and WGN), various
satellite-delivered, non-broadcast channels (such as Cable News Network
("CNN"), MTV:  Music Television ("MTV"), the USA Network ("USA"), ESPN, Turner
Network Television ("TNT") and The Disney Channel), programming originated
locally by the cable television system (such as public, educational and
governmental access programs) and informational displays featuring news,
weather, stock market and financial reports and public service announcements.
A number of the satellite services are also offered in certain packages. For an
extra monthly charge, the systems also offer "premium" television services to
their customers.  These services (such as Home Box Office ("HBO"), Showtime and
selected regional sports networks) are satellite channels that consist
principally of feature films, live sporting events, concerts and other special
entertainment features, usually presented without commercial interruption.  See
"Legislation and Regulation."

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


                                      -2-
<PAGE>   3

         The Partnership owns and operates two cable television systems that
provide service to customers in the cities of Taylorville, Litchfield and
Gillespie, Illinois and portions of unincorporated Christian County, Illinois.
As of December 31, 1996, the Partnership served approximately 6,800 homes
subscribing to cable service in these areas. The Partnership does not expect to
make any additional material acquisitions during the remaining term of the
Partnership.

         FHGLP receives a management fee and reimbursement of expenses from the
Corporate General Partner for managing the Partnership's cable television
operations. See Item 11., "Executive Compensation."

         The Chief Executive Officer of FHGLP is Marc B. Nathanson. Mr.
Nathanson has managed FHGLP or its predecessors since 1975. Mr. Nathanson is a
veteran of more than 27 years in the cable industry and, prior to forming
FHGLP's predecessors, held several key executive positions with some of the
nation's largest cable television companies. The principal executive offices of
the Partnership, the Corporate General Partner and FHGLP are located at 10900
Wilshire Boulevard, 15th Floor, Los Angeles, California 90024, and their
telephone number is (310) 824-9990. See Item 10, "Directors and Executive
Officers of the Registrant."

BUSINESS STRATEGY

         Historically, the Partnership has followed a systematic approach to
acquiring, operating and developing cable television systems based on the
primary goal of increasing operating cash flow while maintaining the quality of
services offered by its cable television systems.  The Partnership's business
strategy has focused on serving small to medium-sized communities.  The
Partnership believes that given a similar technical profile, its cable
television systems generally involve less risk of increased competition than
systems in large urban cities. In the Partnership's market, consumers have
access to only a limited number of over-the-air broadcast television signals.
In addition, this market typically offers fewer competing entertainment
alternatives than large cities.  As a result, the Partnership's cable
television systems generally have a more stable customer base than systems in
large cities.  Nonetheless, the Partnership believes that all cable operators
will face increased competition in the future from alternative providers of
multi-channel video programming services. See "Competition."

         Adoption of rules implementing certain provisions of the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act") by the Federal Communications Commission (the "FCC") has had a negative
impact on the Partnership's revenues and cash flow. These rules are subject to
further amendment to give effect to the Telecommunications Act of 1996 (the
"1996 Telecom Act").  See "Legislation and Regulation" and Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

         Clustering

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



                                      -3-
<PAGE>   4

         Capital Expenditures

         As noted in "Technological Developments," the Partnership's systems
have no available channel capacity with which to add new channels or to provide
pay-per-view offerings to customers. As a result, significant amounts of
capital for future upgrades will be required in order to increase available
channel capacity, improve quality of service and facilitate the expansion of
new services such as advertising, pay-per-view, new unregulated tiers of
satellite-delivered services and home shopping, so that the systems remain
competitive within the industry.

         The Partnership's management has selected a technical standard that
incorporates a 750 MHz fiber to the feeder architecture for the majority of all
its systems that are to be rebuilt.  A system built to a 750 MHz standard can
provide approximately 95 channels of analog service.  Such a system will also
permit the introduction of high speed data transmission and telephony services
in the future after incurring incremental capital expenditures related to these
services.

         The Partnership is required to rebuild one of its cable systems by July
1, 1997 at an estimated total cost of $2,490,000 as a condition of its franchise
agreement.  The Partnership is also rebuilding portions of its other cable
systems in surrounding communities at an estimated additional cost of
approximately $789,000.  Total rebuild capital expenditures are estimated to be
$2,460,000 in 1997.  Other capital expenditures budgeted for 1997 include
approximately $471,000 for the improvement and upgrade of other assets.  Rebuild
construction began in October 1996 and is expected to be completed prior to the
required date of July 1, 1997.  See "Legislation and Regulation" and Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

         Decentralized Management

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

         Marketing

         The Partnership has made substantial changes in the way in which it
packages and sells its services and equipment in the course of its
implementation of the FCC's rate regulations promulgated under the 1992 Cable
Act. Historically, the Partnership had offered programming packages in its
systems. These packages combined  services at a lower rate than the aggregate
rates for such services purchased individually on an "a la carte" basis. The
new rules require that charges for cable-related equipment (e.g., converter
boxes and remote control devices) and installation services be unbundled from
the provision of cable service and based upon actual costs plus a reasonable
profit. On November 10, 1994, the FCC announced the adoption of further
significant amendments to its rules. One amendment allows cable operators to
create new tiers of program services which the FCC has chosen to exclude from
rate regulation, so long as the programming is new to the system. However, in
applying this new policy to packages such as those already offered by the
Partnership and numerous other cable operators, the FCC decided that where only
a few services were moved from regulated tiers to a non-premium "new product
tier" package, the package will be treated as if it were a tier of new program
services as discussed above. Substantially all of the new product tier packages
offered by the Partnership have received this desirable treatment. In addition,
the FCC decided that discounted packages of non-premium programming services
will be subject to rate regulation in the future. These amendments to the FCC's
rules have allowed the Partnership to resume its core marketing strategy and
reintroduce programmed service packaging. As a result, in addition to the basic
service package, customers in substantially all of the systems may purchase an
expanded group of regulated services, additional unregulated packages of
satellite-delivered services and premium services on either an a la carte or a
discounted packaged basis. See "Legislation and Regulation."





                                      -4-
<PAGE>   5

         The Partnership has employed a variety of targeted marketing
techniques to attract new customers by focusing on delivering value, March 20,
1997 choice, convenience and quality. The Partnership employs direct mail,
radio and local newspaper advertising, telemarketing and door-to-door selling
utilizing demographic "cluster codes" to target specific messages to target
audiences. In certain systems, the Partnership offers discounts to customers
who purchase premium services on a limited trial basis in order to encourage a
higher level of service subscription. The Partnership also has a coordinated
strategy for retaining customers that includes televised retention advertising
to reinforce the initial decision to subscribe and encourage customers to
purchase higher service levels.

         Customer Service and Community Relations

         The Partnership places a strong emphasis on customer service and
community relations and believes that success in these areas is critical to its
business. The Partnership has developed and implemented a wide range of monthly
internal training programs for its employees, including its regional managers,
that focus on the Partnership's operations and employee interaction with
customers. The effectiveness of the Partnership's training program as it
relates to the employees' interaction with customers is monitored on an ongoing
basis, and a portion of the regional manager's compensation is tied to
achieving customer service targets. The Partnership conducts an extensive
customer survey on a periodic basis and uses the information in its efforts to
enhance service and better address the needs of its customers. In addition, the
Partnership is participating in the industry's Customer Service Initiative
which emphasizes an on-time guarantee program for service and installation
appointments. The Partnership's corporate executives and regional manager lead
the Partnership's involvement in a number of programs benefiting the
communities the Partnership serves, including, among others, Cable in the
Classroom, Drug Awareness, Holiday Toy Drive and the Cystic Fibrosis
Foundation. Cable in the Classroom is the cable television industry's public
service initiative to enrich education through the use of commercial-free cable
programming. In addition, a monthly publication, Cable in the Classroom
magazine provides educational program listings by curriculum area, as well as
feature articles on how teachers across the country use the programs.




                                      -5-
<PAGE>   6

DESCRIPTION OF THE PARTNERSHIP'S SYSTEMS

         The table below sets forth certain operating statistics for the
Partnership's cable systems as of December 31, 1996.

<TABLE>
<CAPTION>
                                                                                             Average
                                                                                             Monthly
                                                                                             Revenue
                                   Homes                                                    Per Home
                                Subscribing                    Premium                     Subscribing
                     Homes       to Cable         Basic        Service        Premium       to Cable
 System             Passed(1)     Service     Penetration(2)    Units(3)    Penetration(4)   Service(5)   Subscribers(6)
 ------             ------        -------     -----------       -----       -----------      -------      ----------- 
 <S>                <C>             <C>            <C>            <C>           <C>            <C>            <C>   
 Taylorville, IL      5,481         3,825          69.8%          1,003         26.2%          $33.85         5,247 
 Litchfield, IL       5,199         3,004          57.8%            758         25.2%          $34.77         4,120 
                     ------         -----                         -----                                       ----- 
 Total               10,680         6,829          63.9%          1,761         25.8%          $34.25         9,367 
                     ======         =====                         =====                                       ===== 
</TABLE>

__________

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

         (2) Homes subscribing to cable service as a percentage of homes passed
by cable.

         (3) Premium service units include only single channel services offered
for a monthly fee per channel and do not include tiers of channels offered as a
package for a single monthly fee. Prior to July 1, 1996, The Disney Channel was
offered as a premium service. Effective July 1, 1996, it was offered as part of
an unregulated tier of services. As a result, the number of reported premium
service units was artificially reduced by this service offering change. The
number of Disney Channel premium service units at June 30, 1996 was 175.

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

         (5) Average monthly revenue per home subscribing to cable service has
been computed based on revenue for the year ended December 31, 1996.

         (6) The Partnership reports subscribers for the systems on an
equivalent subscriber basis and, unless otherwise indicated, the term
"SUBSCRIBERS" means equivalent subscribers, calculated by dividing aggregate
basic service revenues by the average basic service rate within an operating
entity, adjusted to reflect the impact of regulation. Basic service revenues
include charges for basic programming, bulk and commercial accounts and certain
specialized "packaged programming" services, including the appropriate
components of new product tier revenue, and excluding premium television and
non-subscription services. Consistent with past practices, Subscribers is an
analytically derived number which is reported in order to provide a basis of
comparison to previously reported data. The computation of Subscribers has been
impacted by changes in service offerings made in response to the 1992 Cable Act.




                                      -6-
<PAGE>   7


CUSTOMER RATES AND SERVICES

         The Partnership's cable television systems offers customers packages
of services that include the local area network, independent and educational
television stations, a limited number of television signals from distant
cities, numerous satellite-delivered, non-broadcast channels (such as CNN, MTV,
USA, ESPN TNT and The Disney Channel) and certain information and public access
channels. For an extra monthly charge, the systems provide certain premium
television services, such as HBO, Showtime and regional sports networks.  The
Partnership also offers other cable television services to its customers. For
additional charges, the Partnership also rents remote control devices and VCR
compatible devices (devices that make it easier for a customer to tape a
program from one channel while watching a program on another).

         The service options offered by the Partnership depend upon channel
capacity and viewer interests. Rates for services are based upon the type of
services selected.

         Prior to the adoption of the 1992 Cable Act, the systems generally
were not subject to any rate regulation, i.e., they were adjudged to be subject
to effective competition under then-effective FCC regulations. The 1992 Cable
Act, however, substantially changed the statutory and FCC rate regulation
standards. Under the definition of effective competition provided for in the
1992 Cable Act, nearly all cable television systems in the United States have
become subject to local rate regulation of basic service. The 1996 Telecom Act
expanded the definition of effective competition to include situations in which
a local telephone company, or anyone using its facilities, offers comparable
video service by any means except direct broadcast satellite ("DBS"). In
addition, the 1992 Cable Act eliminated the 5% annual basic rate increases
previously allowed by the 1984 Cable Act without local approval; allows the FCC
to review rates for non-basic service tiers other than premium services in
response to complaints filed by franchising authorities and/or cable customers;
prohibits cable television systems from requiring customers to purchase service
tiers above basic service in order to purchase premium services if the system
is technically capable of doing so; and adopted regulations to establish, on
the basis of actual costs, the price for installation of cable television
service, remote controls, converter boxes, and additional outlets. The FCC
implemented these rate regulation provisions on September 1, 1993, affecting
all of the Partnership's systems not deemed to be subject to effective
competition under the FCC's definition. The FCC substantially amended its rate
regulation rules on February 22, 1994 and again on November 10, 1994. The FCC
is in the process of conducting a number of additional rulemaking proceedings
in order to implement many of the provisions of the 1996 Telecom Act. See
"Legislation and Regulation."

         At December 31, 1996, the Partnership's monthly rates for basic cable
service for residential customers, excluding special senior citizen discount
rates, ranged from $22.48 to $23.85 and premium service rates ranged from $9.45
to $11.00, excluding special promotions offered periodically in conjunction
with the Partnership's marketing programs.  A one-time installation fee, which
the partnership may wholly or partially waive during a promotional period, is
usually charged to new customers. Prior to September 1, 1993, the Partnership
generally charged monthly fees for additional outlets, converters, program
guides and descrambling and remote control tuning devices.  As described above,
these charges have either been eliminated or altered by the implementation of
rate regulation.  Substantially all the Partnership's customers received a
decrease in their monthly charges in July 1994 upon implementation of the FCC's
amended rules.  Commercial customers, such as hotels, motels and hospitals, are
charged a negotiated, non-recurring fee for installation of service and monthly
fees based upon a standard discounting procedure.  Most multi-unit dwellings
are offered a negotiated bulk rate in exchange for single-point billing and
basic service to all units.  These rates are also subject to regulation.

EMPLOYEES

         The various personnel required to operate the Partnership's business
are employed by the Partnership, the Corporate General Partner, its subsidiary
corporation and FHGLP. As of February 7, 1997, the Partnership had three
employees, the cost of which is charged directly to the Partnership. The
employment costs incurred by the Corporate General Partner, its subsidiary
corporation and FHGLP are allocated and




                                      -7-
<PAGE>   8

charged to the Partnership for reimbursement pursuant to the partnership
agreement and management agreement. The amounts of these reimbursable costs are
set forth below in Item 11., "Executive Compensation."

TECHNOLOGICAL DEVELOPMENTS

         As part of its commitment to customer service, the Partnership
emphasizes high technical standards and prudently seeks to apply technological
advances in the cable television industry to its systems on the basis of cost
effectiveness, capital availability, enhancement of product quality and service
delivery and industry-wide acceptance.  The Partnership's present plan is to
upgrade the technical quality of its systems' cable plant and to increase
channel capacity for the delivery of additional programming and new services.
Currently, the Partnership's systems have an average channel capacity of 37,
all of which is presently utilized. The Partnership believes that system
upgrades will enable it to provide customers with greater programming
diversity, better picture quality and alternative communications delivery
systems made possible by the introduction of fiber optic technology and by the
possible future application of digital compression. The implementation of the
Partnership's capital expenditure plans is, however, dependent in part on the
availability of adequate capital on terms satisfactory to the Partnership, of
which there can be no assurance. See "Legislation and Regulation" and Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

         The use of fiber optic cable as an alternative to coaxial cable is
playing a major role in expanding channel capacity and improving the
performance of cable television systems. Fiber optic cable is capable of
carrying hundreds of video, data and voice channels and, accordingly, its
utilization is essential to the enhancement of a cable television system's
technical capabilities. The Partnership's current policy is to utilize fiber
optic technology in substantially all rebuild projects which it undertakes.
The benefits of fiber optic technology over traditional coaxial cable
distribution plant include lower per mile rebuild costs due to a reduction in
the number of required amplifiers, the elimination of headends, lower ongoing
maintenance and power costs and improved picture quality and reliability.

DIGITAL COMPRESSION

         The Partnership has been closely monitoring developments in the area
of digital compression, a technology which is expected to enable cable
operators to increase the channel capacity of cable television systems by
permitting a significantly increased number of video signals to fit in a cable
television system's existing bandwidth. The Partnership believes that the
utilization of digital compression technology in the future could enable its
systems to increase channel capacity in certain systems in a manner that could
be more cost efficient than rebuilding such systems with higher capacity
distribution plant. The use of digital compression in its systems also could
expand the number and types of services these systems offer and enhance the
development of current and future revenue sources. Equipment vendors are
beginning to market products to provide this technology, but the Partnership's
management has no plans to install it at this time based on the current
technological profile of its systems and its present understanding of the costs
as compared to the benefits of the digital equipment currently available.  This
issue is under frequent management review.

PROGRAMMING

         The Partnership purchases basic and premium programming for its
systems from Falcon Cablevision.  In turn, Falcon Cablevision charges the
Partnership for these costs based on an estimate of what the Corporate General
Partner could negotiate for such services for the 15 partnerships managed by
the Corporate General Partner as a group (approximately 94,300 homes
subscribing to cable service at December 31, 1996), which is generally based on
a fixed fee per customer or a percentage of the gross receipts for the
particular service.  Certain other new channels have also recently offered
Cablevision and the Partnership's systems fees in return for carrying their
service.  Due to a lack of channel capacity available for adding new channels,
the Partnership's management cannot predict the impact of such potential
payments on its business.  Falcon




                                      -8-
<PAGE>   9

Cablevision's programming contracts are generally for a fixed period of time
and are subject to negotiated renewal.  Falcon Cablevision does not have
long-term programming contracts for the supply of a substantial amount of its
programming.  Accordingly, no assurance can be given that its, and
correspondingly the Partnership's, programming costs will not increase
substantially in the near future, or that other materially adverse terms will
not be added to Falcon Cablevision's programming contracts.  Management
believes, however, that Falcon Cablevision's relations with its programming
suppliers generally are good.

         The Partnership's cable programming costs have increased in recent
years and are expected to continue to increase due to additional programming
being provided to basic customers, requirements to carry channels under
retransmission carriage agreements entered into with certain programming
sources, increased costs to produce or purchase cable programming generally,
inflationary increases and other factors.  The 1996 retransmission carriage
agreement negotiations were completed with essentially no change to the
previous agreements.  Under the FCC rate regulations, increases in programming
costs for regulated cable services occurring after the earlier of March 1,
1994, or the date a system's basic cable service became regulated, may be
passed through to customers.  See "Legislation and Regulation - Federal
Regulation - Carriage of Broadcast Television Signals."  Generally, programming
costs are charged among systems on a per customer basis.

FRANCHISES

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

         As of December 31, 1996, the Partnership held 6 franchises. These
franchises, all of which are non-exclusive, provide for the payment of fees to
the issuing authority. Annual franchise fees imposed on the Partnership systems
range up to 5% of the gross revenues generated by a system. The 1984 Cable Act
prohibits franchising authorities from imposing franchise fees in excess of 5%
of gross revenues and also permits the cable system operator to seek
renegotiation and modification of franchise requirements if warranted by
changed circumstances.

         The following table groups the franchises of the Partnership's 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 homes
subscribing to cable service for each group as of December 31, 1996.

<TABLE>
<CAPTION>
                                                 Number of        Percentage of
                                                  Homes              Homes
              Year of           Number of       Subscribing to    Subscribing to
     Franchise Expiration      Franchises       Cable Service     Cable Service 
     --------------------      -----------      --------------    --------------
     <S>                       <C>                  <C>                 <C>  
     Prior to 1998                  2               2,263               33.1%
     1998 - 2002                    1               3,391               49.7%
     2003 and after                 3               1,044               15.3%
                               ----------           -----               -----
                                                                             
     Total                          6               6,698               98.1%
                               ==========           =====               =====
</TABLE>


        The Partnership operates cable television systems which serve multiple
communities and, in some circumstances, portions of such systems extend into
jurisdictions for which the Partnership believes no franchise is necessary. In
the aggregate, approximately 131 customers, representing approximately 1.9% of




                                      -9-
<PAGE>   10

the Partnership's customers, are served by unfranchised portions of such
systems. In certain instances, where a single franchise comprises a large
percentage of the customers in an operating region, the loss of such franchise
could decrease the economies of scale achieved by the Partnership's clustering
strategy. The Partnership has never had a franchise revoked for any of its
systems and believes that it has satisfactory relationships with substantially
all of its franchising authorities.

         The 1984 Cable Act provides, among other things, for an orderly
franchise renewal process in which franchise renewal will not be unreasonably
withheld or, if renewal is withheld, the franchise authority must pay the
operator the "fair market value" for the system covered by such franchise. In
addition, the 1984 Cable Act establishes comprehensive renewal procedures which
require that an incumbent franchisee's renewal application be assessed on its
own merit and not as part of a comparative process with competing applications.
See "Legislation and Regulation."

COMPETITION

         Cable television systems compete with other communications and
entertainment media, including over-the-air television broadcast signals which
a viewer is able to receive directly using the viewer's own television set and
antenna.  The extent to which a cable system competes with over-the-air
broadcasting depends upon the quality and quantity of the broadcast signals
available by direct antenna reception compared to the quality and quantity of
such signals and alternative services offered by a cable system. In many areas,
television signals which constitute a substantial part of basic service can be
received by viewers who use their own antennas. Local television reception for
residents of apartment buildings or other multi-unit dwelling complexes may be
aided by use of private master antenna services. Cable systems also face
competition from alternative methods of distributing and receiving television
signals and from other sources of entertainment such as live sporting events,
movie theaters and home video products, including videotape recorders and
videodisk players.  In recent years, the FCC has adopted policies providing for
authorization of new technologies and a more favorable operating environment
for certain existing technologies that provide, or may provide, substantial
additional competition for cable television systems. The extent to which cable
television service is competitive depends in significant part upon the cable
television system's ability to provide an even greater variety of programming
than that available over the air or through competitive alternative delivery
sources.  In addition, certain provisions of the 1992 Cable Act and the 1996
Telecom Act are expected to increase competition significantly in the cable
industry. See "Legislation and Regulation."

         Individuals presently have the option to purchase earth stations,
which allow the direct reception of satellite-delivered program services
formerly available only to cable television subscribers. Most
satellite-distributed program signals are being electronically scrambled to
permit reception only with authorized decoding equipment for which the consumer
must pay a fee. From time to time, legislation has been introduced in Congress
which, if enacted into law, would prohibit the scrambling of certain
satellite-distributed programs or would make satellite services available to
private earth stations on terms comparable to those offered to cable systems.
Broadcast television signals are being made available to owners of earth
stations under the Satellite Home Viewer Copyright Act of 1988, which became
effective January 1, 1989 for an initial six-year period.  This Act establishes
a statutory compulsory license for certain transmissions made by satellite
owners to home satellite dishes, for which carriers are required to pay a
royalty fee to the Copyright Office. This Act has been extended by Congress
until December 31, 1999.  The 1992 Cable Act enhances the right of cable
competitors to purchase nonbroadcast satellite-delivered programming.  See
"Legislation and Regulation-Federal Regulation."

         Television programming is now also being delivered to individuals by
high-powered direct broadcast satellites ("DBS") utilizing video compression
technology.  This technology has the capability of providing more than 100
channels of programming over a single high-powered DBS satellite with
significantly higher capacity available if multiple satellites are placed in
the same orbital position.  Video compression technology may also be used by
cable operators in the future to similarly increase their channel capacity.
DBS service can be received virtually anywhere in the United States through the
installation of a




                                      -10-
<PAGE>   11

small rooftop or side-mounted antenna, and it is more accessible than cable
television service where cable plant has not been constructed or where it is
not cost effective to construct cable television facilities.  DBS service is
being heavily marketed on a nationwide basis by several service providers.

         Multichannel multipoint distribution systems ("MMDS") deliver
programming services over microwave channels licensed by the FCC received by
subscribers with special antennas.  MMDS systems are less capital intensive,
are not required to obtain local franchises or to pay franchise fees, and are
subject to fewer regulatory requirements than cable television systems.  To
date, the ability of these so-called "wireless" cable services to compete with
cable television systems has been limited by channel capacity and the need for
unobstructed line-of-sight over-the-air transmission.  Although relatively few
MMDS systems in the United States are currently in operation or under
construction, virtually all markets have been licensed or tentatively licensed.
The FCC has taken a series of actions intended to facilitate the development of
MMDS and other wireless cable systems as alternative means of distributing
video programming, including reallocating certain frequencies to these services
and expanding the permissible use and eligibility requirements for certain
channels reserved for educational purposes.  The FCC's actions enable a single
entity to develop an MMDS system with a potential of up to 35 channels that
could compete effectively with cable television.  The use of digital
compression technology may enable MMDS systems to deliver even more channels.
MMDS systems qualify for the statutory compulsory copyright license for the
retransmission of television and radio broadcast stations.  Several of the
Regional Bell Operating Companies have begun to enter the MMDS business as a
way of breaking into video programming delivery.

         Additional competition may come from private cable television systems
servicing condominiums, apartment complexes and certain other multiple unit
residential developments.  The operators of these private systems, known as
satellite master antenna television ("SMATV") systems, often enter into
exclusive agreements with apartment building owners or homeowners' associations
which preclude franchised cable television operators from serving residents of
such private complexes.  However, the 1984 Cable Act gives franchised cable
operators the right to use existing compatible easements within their franchise
areas upon nondiscriminatory terms and conditions.  Accordingly, where there
are preexisting compatible easements, cable operators may not be unfairly
denied access or discriminated against with respect to the terms and conditions
of access to those easements.  There have been conflicting judicial decisions
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property.
Further, while a franchised cable television system typically is obligated to
extend service to all areas of a community regardless of population density or
economic risk, a SMATV system may confine its operation to small areas that are
easy to serve and more likely to be profitable.  Under the 1996 Telecom Act,
SMATV systems can interconnect non-commonly owned buildings without having to
comply with local, state and federal regulatory requirements that are imposed
upon cable systems providing similar services, as long as they do not use
public rights-of-way.  In some cases, SMATV operators may be able to charge a
lower price than could a cable system providing comparable services and the
FCC's regulations implementing the 1992 Cable Act limit a cable operator's
ability to reduce its rates to meet this competition. Furthermore, the U.S.
Copyright Office has tentatively concluded that SMATV systems are "cable
systems" for purposes of qualifying for the compulsory copyright license
established for cable systems by federal law.

         The FCC has initiated a new interactive television service which will
permit non-video transmission of information between an individual's home and
entertainment and information service providers. This service will provide an
alternative means for DBS systems and other video programming distributors,
including television stations, to initiate the new interactive television
services.  This service may also be used by the cable television industry.

         The FCC also has a pending rulemaking proceeding looking toward the
allocation of frequencies in the 28 Ghz range for a new multichannel wireless
video service which could make 98 video channels available in a single market.
It cannot be predicted at this time whether competitors will emerge




                                      -11-
<PAGE>   12

utilizing such frequencies or whether such competition would have a material
impact on the operations of cable television systems.

         The 1996 Telecom Act eliminates the restriction against ownership and
operation of cable systems by local telephone companies within their local
exchange service areas.  Telephone companies are now free to enter the retail
video distribution business through any means, such as DBS, MMDS, SMATV or as
traditional franchised cable system operators.  Alternatively, the 1996 Telecom
Act authorizes local telephone companies to operate "open video systems"
without obtaining a local cable franchise, although telephone companies
operating such systems can be required to make payments to local governmental
bodies in lieu of cable franchise fees.  Up to two-thirds of the channel
capacity on an "open video system" must be available to programmers
unaffiliated with the local telephone company.  The open video system concept
replaces the FCC's video dialtone rules.  The 1996 Telecom Act also includes
numerous provisions designed to make it easier for cable operators and others
to compete directly with local exchange telephone carriers.  With certain
limited exceptions, neither a local exchange carrier nor a cable operator can
acquire more than 10% of the other entity operating within its own service
area.

         Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring.  Thus, it is not possible to predict the effect that ongoing or
future developments might have on the cable industry.  The ability of cable
systems to compete with present, emerging and future distribution media will
depend to a great extent on obtaining attractive programming.  The availability
and exclusive use of a sufficient amount of quality programming may in turn be
affected by developments in regulation or copyright law.  See "Legislation and
Regulation."

         The cable television industry competes with radio, television and
print media for advertising revenues.  As the cable television industry
continues to develop programming designed specifically for distribution by
cable, advertising revenues may increase.  Premium programming provided by
cable systems is subject to the same competitive factors which exist for other
programming discussed above. The continued profitability of premium services
may depend largely upon the continued availability of attractive programming at
competitive prices.




                                      -12-
<PAGE>   13

                           LEGISLATION AND REGULATION

         The cable television industry is regulated by the FCC, some state
governments and substantially all local governments.  In addition, various
legislative and regulatory proposals under consideration from time to time by
the Congress and various federal agencies have in the past, and may in the
future, materially affect the Partnership and the cable television industry.
The following is a summary of federal laws and regulations affecting the growth
and operation of the cable television industry and a description of certain
state and local laws.   The Partnership believes that the regulation of its
industry remains a matter of interest to Congress, the FCC and other regulatory
authorities.  There can be no assurance as to what, if any, future actions such
legislative and regulatory authorities may take or the effect thereof on the
Partnership.

CABLE COMMUNICATIONS POLICY ACT OF 1984

         The 1984 Cable Act became effective on December 29, 1984.  This
federal statute, which amended the Communications Act of 1934 (the
"Communications Act"), created uniform national standards and guidelines for
the regulation of cable television systems.  Violations by a cable television
system operator of provisions of the Communications Act, as well as of FCC
regulations, can subject the operator to substantial monetary penalties and
other sanctions.  Among other things, the 1984 Cable Act affirmed the right of
franchising authorities (state or local, depending on the practice in
individual states) to award one or more franchises within their jurisdictions.
It also prohibited non-grandfathered cable television systems from operating
without a franchise in such jurisdictions.  In connection with new franchises,
the 1984 Cable Act provides that in granting or renewing franchises,
franchising authorities may establish requirements for cable-related facilities
and equipment, but may not establish or enforce requirements for video
programming or information services other than in broad categories.  The 1984
Cable Act grandfathered, for the remaining term of existing franchises, many
but not all of the provisions in existing franchises which would not be
permitted in franchises entered into or renewed after the effective date of the
1984 Cable Act.

CABLE TELEVISION CONSUMER PROTECTION AND COMPETITION ACT OF 1992

         On October 5, 1992, Congress enacted the 1992 Cable Act.  This
legislation has effected significant changes to the legislative and regulatory
environment in which the cable industry operates. It amends the 1984 Cable Act
in many respects.  The 1992 Cable Act became effective on December 4, 1992,
although certain provisions, most notably those dealing with rate regulation
and retransmission consent, became effective at later dates.  The legislation
required the FCC to conduct a number of rulemaking proceedings to implement
various provisions of the statute.  The 1992 Cable Act allows for a greater
degree of regulation of the cable industry with respect to, among other things:
(i) cable system rates for both basic and certain nonbasic services; (ii)
programming access and exclusivity arrangements; (iii) access to cable channels
by unaffiliated programming services; (iv) leased access terms and conditions;
(v) horizontal and vertical ownership of cable systems; (vi) customer service
requirements; (vii) franchise renewals; (viii) television broadcast signal
carriage and retransmission consent; (ix) technical standards; (x) customer
privacy; (xi) consumer protection issues; (xii) cable equipment compatibility;
(xiii) obscene or indecent programming; and (xiv) requiring subscribers to
subscribe to tiers of service other than basic service as a condition of
purchasing premium services.  Additionally, the legislation encourages
competition with existing cable television systems by allowing municipalities
to own and operate their own cable television systems without having to obtain
a franchise; preventing franchising authorities from granting exclusive
franchises or unreasonably refusing to award additional franchises covering an
existing cable system's service area; and prohibiting the common ownership of
cable systems and co-located MMDS or SMATV systems. The 1992 Cable Act also
precludes video programmers affiliated with cable television companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors.




                                      -13-
<PAGE>   14

         A constitutional challenge to the must-carry provisions of the 1992
Cable Act is still ongoing. On April 8, 1993, a three-judge district court
panel granted summary judgment for the government upholding the must-carry
provisions.  That decision was appealed directly to the U.S. Supreme Court
which remanded the case back to the district court to determine whether there
was adequate evidence that the provisions were needed and whether the
restrictions chosen were the least intrusive.  On December 12, 1995, the
district court again upheld the must-carry provisions. The Supreme Court is
reviewing the district court's decision.

         On September 16, 1993, a constitutional challenge to the balance of
the 1992 Cable Act provisions was rejected by the U.S. District Court in the
District of Columbia which upheld the constitutionality of all but three
provisions of the statute (multiple ownership limits for cable operators,
advance notice of free previews for certain programming services and channel
set-asides for DBS operators).  On August 30, 1996, the U.S. Court of Appeals
for the District of Columbia Circuit sustained the constitutionality of all
provisions except for the multiple ownership limits and the limits on the
number of channels which can be occupied by programmers affiliated with the
cable operator, both of which are being challenged in a separate appeal.

TELECOMMUNICATIONS ACT OF 1996

         On February 8, 1996, the President signed the 1996 Telecom Act into
law. This statute substantially amended the Communications Act by, among other
things, removing barriers to competition in the cable television and telephone
markets and reducing the regulation of cable television rates.  As it pertains
to cable television, the 1996 Telecom Act, among other things, (i) ends the
regulation of certain nonbasic programming services in 1999; (ii) expands the
definition of effective competition, the existence of which displaces rate
regulation; (iii) eliminates the restriction against the ownership and operation
of cable systems by telephone companies within their local exchange service
areas; and (iv) liberalizes certain of the FCC's cross-ownership restrictions.
The FCC is in the process of conducting a number of additional rulemaking
proceedings in order to implement many of the provisions of the 1996 Telecom
Act. See "Business - Competition" and "Federal Regulation-Rate Regulation."

FEDERAL REGULATION

         The FCC, the principal federal regulatory agency with jurisdiction
over cable television, has heretofore promulgated regulations covering such
areas as the registration of cable television systems, cross-ownership between
cable television systems and other communications businesses, carriage of
television broadcast programming, consumer education and lockbox enforcement,
origination cablecasting and sponsorship identification, children's
programming, the regulation of basic cable service rates in areas where cable
television systems are not subject to effective competition, signal leakage and
frequency use, technical performance, maintenance of various records, equal
employment opportunity, and antenna structure notification, marking and
lighting.  The FCC has the authority to enforce these 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 often used in
connection with cable operations.  The 1992 Cable Act required the FCC to adopt
additional regulations covering, among other things, cable rates, signal
carriage, consumer protection and customer service, leased access, indecent
programming, programmer access to cable television systems, programming
agreements, technical standards, consumer electronics equipment compatibility,
ownership of home wiring, program exclusivity, equal employment opportunity,
and various aspects of direct broadcast satellite system ownership and
operation.  The 1996 Telecom Act requires certain changes to various of these
regulations.  A brief summary of certain of these federal regulations as
adopted to date follows.




                                      -14-
<PAGE>   15

         RATE REGULATION

         The 1984 Cable Act codified existing FCC preemption of rate regulation
for premium channels and optional nonbasic program tiers.  The 1984 Cable Act
also deregulated basic cable rates for cable television systems determined by
the FCC to be subject to effective competition.  The 1992 Cable Act
substantially changed the previous statutory and FCC rate regulation standards.
The 1992 Cable Act replaced the FCC's old standard for determining effective
competition, under which most cable systems were not subject to local rate
regulation, with a statutory provision that resulted in nearly all cable
television systems becoming subject to local rate regulation of basic service.
The 1996 Telecom Act expands the definition of effective competition to cover
situations where a local telephone company or its affiliate, or any
multichannel video provider using telephone company facilities, offers
comparable video service by any means except DBS.  Satisfaction of this test
deregulates both basic and nonbasic tiers. Additionally, the 1992 Cable Act
required the FCC to adopt a formula, for franchising authorities to enforce, to
assure that basic cable rates are reasonable; allowed the FCC to review rates
for nonbasic service tiers (other than per-channel or per-program services) in
response to complaints filed by franchising authorities and/or cable customers;
prohibited cable television systems from requiring subscribers to purchase
service tiers above basic service in order to purchase premium services if the
system is technically capable of doing so; required the FCC to adopt
regulations to establish, on the basis of actual costs, the price for
installation of cable service, remote controls, converter boxes and additional
outlets; and allows the FCC to impose restrictions on the retiering and
rearrangement of cable services under certain limited circumstances.  The 1996
Telecom Act limits the class of complainants regarding nonbasic tier rates to
franchising authorities only and ends FCC regulation of nonbasic tier rates on
March 31, 1999.

         The FCC adopted rules designed to implement the 1992 Cable Act's rate
regulation provisions on April 1, 1993, and then significantly amended them on
February 22 and November 10, 1994.  The FCC's regulations contain standards for
the regulation of basic and nonbasic cable service rates (other than
per-channel or per-program services). The rules have been further amended
several times.  Local franchising authorities and/or the FCC are empowered to
order a reduction of existing rates which exceed the maximum permitted level
for either basic and/or nonbasic cable services and associated equipment, and
refunds can be required.  The rate regulations adopt a benchmark price cap
system for measuring the reasonableness of existing basic and nonbasic service
rates.  Alternatively, cable operators have the opportunity to make
cost-of-service showings which, in some cases, may justify rates above the
applicable benchmarks. The rules also require that charges for cable-related
equipment (e.g., converter boxes and remote control devices) and installation
services be unbundled from the provision of cable service and based upon actual
costs plus a reasonable profit.  The regulations also provide that future rate
increases may not exceed an inflation-indexed amount, plus increases in certain
costs beyond the cable operator's control, such as taxes, franchise fees and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels.  In
addition, new product tiers consisting of services new to the cable system can
be created free of rate regulation as long as certain conditions are met such
as not moving services from existing tiers to the new tier. These provisions
currently provide limited benefit to the Partnership's systems due to the lack
of channel capacity previously discussed.  There is also a streamlined
cost-of-service methodology available to justify a rate increase on basic and
regulated nonbasic tiers for "significant" system rebuilds or upgrades.

         Franchising authorities have become certified by the FCC to regulate
the rates charged by the Partnership for basic cable service and for associated
basic cable service equipment.

         The Partnership has adjusted its regulated programming service rates
and related equipment and installation charges in substantially all of its
systems so as to bring these rates and charges into compliance with the
applicable benchmark or equipment and installation cost levels.  The
Partnership also implemented a program in substantially all of its systems
under which a number of the Partnership's satellite-




                                      -15-
<PAGE>   16

delivered and premium services are now offered individually on a per channel
(i.e., a la carte) basis, or as a group at a discounted price.  A la carte
services were not subject to the FCC's rate regulations under the rules
originally issued to implement the 1992 Cable Act.

         The FCC, in its reconsideration of the original rate regulations,
stated that it was going to take a harder look at the regulatory treatment of
such a la carte packages on an ad hoc basis.  Such packages which are
determined to be evasions of rate regulation rather than true enhancements of
subscriber choice will be treated as regulated tiers and, therefore, subject to
rate regulation.  There have been no FCC rulings related to systems owned by
the Partnership.  There have been three rulings, however, on such packages
offered by affiliated partnerships managed by FHGLP.  In one case, the FCC's
Cable Services Bureau ruled that a nine-channel a la carte package was an
evasion of rate regulation and ordered this package to be treated as a
regulated tier.  In the second case, a seven-channel a la carte package was
ordered to be treated as a regulated tier.  In the third case, a six-channel
package was held not to be an evasion, but rather is to be considered an
unregulated new product tier under the FCC's November 10, 1994 rule amendments.
The deciding factor in all of the FCC's decisions related to a la carte tiers
appears to be the number of channels moved from regulated tiers, with six or
fewer channels being deemed not to be an evasion.  Almost all of the
Partnership's systems moved six or fewer channels to a la carte packages. Under
the November 10, 1994 amendments, any new a la carte package created after that
date will be treated as a regulated tier, except for packages involving
traditional premium services (e.g., HBO).

         On March 11, 1993, the FCC adopted regulations pursuant to the 1992
Act which require cable systems to permit customers to purchase video
programming on a per channel or a per program basis without the necessity of
subscribing to any tier of service, other than the basic service tier, unless
the cable system is technically incapable of doing so.  Generally, this
exemption from compliance with the statute for cable systems that do not have
such technical capability is available until a cable system obtains the
capability, but not later than December 2002.

         CARRIAGE OF BROADCAST TELEVISION SIGNALS

         The 1992 Cable Act contained new signal carriage requirements.  These
rules allow commercial television broadcast stations which are "local" to a
cable system, i.e., the system is located in the station's Area of Dominant
Influence, to elect every three years whether to require the cable system to
carry the station, subject to certain exceptions, or whether the cable system
will have to negotiate for "retransmission consent" to carry the station.
Local non-commercial television stations are also given mandatory carriage
rights, subject to certain exceptions, within the larger of:  (i) a 50 mile
radius from the station's city of license; or (ii) the station's Grade B
contour (a measure of signal strength).  Unlike commercial stations,
noncommercial stations are not given the option to negotiate retransmission
consent for the carriage of their signal.  In addition, cable systems will have
to obtain retransmission consent for the carriage of all "distant" commercial
broadcast stations, except for certain "superstations," i.e., commercial
satellite-delivered independent stations such as WTBS.  The Partnership has
thus far not been required to pay cash compensation to broadcasters for
retransmission consent or been required by broadcasters to remove broadcast
stations from the cable television channel line-ups.  The second election
between must-carry and retransmission consent for local commercial television
broadcast stations was October 1, 1996.  The Partnership was once again able to
reach agreements with broadcasters who elected retransmission consent or to
negotiate extensions to the December 31, 1996 deadline and has therefore
continued not to have been required to pay cash compensation to broadcasters
for retransmission consent or been required by broadcasters to remove broadcast
stations from the cable television channel line-ups.  The next election between
must-carry and retransmission consent for local commercial television broadcast
stations will be October 1, 1999.




                                      -16-
<PAGE>   17

         NONDUPLICATION OF NETWORK PROGRAMMING

         Cable television systems that have 1,000 or more customers must, upon
the appropriate request of a local television station, delete the simultaneous
or nonsimultaneous network programming of a distant station when such
programming has also been contracted for by the local station on an exclusive
basis.

         DELETION OF SYNDICATED PROGRAMMING

         FCC regulations enable television broadcast stations that have
obtained exclusive distribution rights for syndicated programming in their
market to require a cable system to delete or "black out" such programming from
other television stations which are carried by the cable system. The extent of
such deletions will vary from market to market and cannot be predicted with
certainty. However, it is possible that such deletions could be substantial and
could lead the cable operator to drop a distant signal in its entirety.  The
FCC also has commenced a proceeding to determine whether to relax or abolish
the geographic limitations on program exclusivity contained in its rules, which
would allow parties to set the geographic scope of exclusive distribution
rights entirely by contract, and to determine whether such exclusivity rights
should be extended to noncommercial educational stations.  It is possible that
the outcome of these proceedings will increase the amount of programming that
cable operators are requested to black out.  Finally, the FCC has declined to
impose equivalent syndicated exclusivity rules on satellite carriers who
provide services to the owners of home satellite dishes similar to those
provided by cable systems.

         FRANCHISE FEES

         Although franchising authorities may impose franchise fees under the
1984 Cable Act, such payments cannot exceed 5% of a cable system's annual gross
revenues.  Under the 1996 Telecom Act, franchising authorities may not exact
franchise fees from revenues derived from telecommunications services.
Franchising authorities are also empowered in awarding new franchises or
renewing existing franchises to require cable operators to provide
cable-related facilities and equipment and to enforce compliance with voluntary
commitments.  In the case of franchises in effect prior to the effective date
of the 1984 Cable Act, franchising authorities may enforce requirements
contained in the franchise relating to facilities, equipment and services,
whether or not cable-related. The 1984 Cable Act, under certain limited
circumstances, permits a cable operator to obtain modifications of franchise
obligations.

         RENEWAL OF FRANCHISES

         The 1984 Cable Act established renewal procedures and criteria
designed to protect incumbent franchisees against arbitrary denials of renewal.
While these formal procedures are not mandatory unless timely invoked by either
the cable operator or the franchising authority, they can provide substantial
protection to incumbent franchisees.  Even after the formal renewal procedures
are invoked, franchising authorities and cable operators remain free to
negotiate a renewal outside the formal process. Nevertheless, renewal is by no
means assured, as the franchisee must meet certain statutory standards.  Even
if a franchise is renewed, a franchising authority may impose new and more
onerous requirements such as upgrading facilities and equipment, although the
municipality must take into account the cost of meeting such requirements.

         The 1992 Cable Act makes several changes to the process under which a
cable operator seeks to enforce his renewal rights which could make it easier
in some cases for a franchising authority to deny renewal. While a cable
operator must still submit its request to commence renewal proceedings within
thirty to thirty-six months prior to franchise expiration to invoke the formal
renewal process, the request must be in writing and the franchising authority
must commence renewal proceedings not later than six months after receipt of
such notice.  The four-month period for the franchising authority to grant or
deny the renewal now runs from the submission of the renewal proposal, not the
completion of the public proceeding. Franchising authorities may consider the
"level" of programming service provided by a cable operator in deciding whether
to renew.  For alleged franchise violations occurring after December 29, 1984,
franchising authorities are no




                                      -17-
<PAGE>   18

longer precluded from denying renewal based on failure to substantially comply
with the material terms of the franchise where the franchising authority has
"effectively acquiesced" to such past violations. Rather, the franchising
authority is estopped if, after giving the cable operator notice and
opportunity to cure, it fails to respond to a written notice from the cable
operator of its failure or inability to cure.  Courts may not reverse a denial
of renewal based on procedural violations found to be "harmless error."

         CHANNEL SET-ASIDES

         The 1984 Cable Act permits local franchising authorities to require
cable operators to set aside certain channels for public, educational and
governmental access programming.  The 1984 Cable Act further requires cable
television systems with thirty-six or more activated channels to designate a
portion of their channel capacity for commercial leased access by unaffiliated
third parties.  While the 1984 Cable Act allowed cable operators substantial
latitude in setting leased access rates, the 1992 Cable Act requires leased
access rates to be set according to a formula determined by the FCC.

         COMPETING FRANCHISES

         Questions concerning the ability of municipalities to award a single
cable television franchise and to impose certain franchise restrictions upon
cable television companies have been considered in several recent federal
appellate and district court decisions.  These decisions have been somewhat
inconsistent and, until the U.S. Supreme Court rules definitively on the scope
of cable television's First Amendment protections, the legality of the
franchising process and of various specific franchise requirements is likely to
be uncertain.  It is not possible at the present time to predict the
constitutionally permissible bounds of cable franchising and particular
franchise requirements.  However, the 1992 Cable Act, among other things,
prohibits franchising authorities from unreasonably refusing to grant
franchises to competing cable television systems and permits franchising
authorities to operate their own cable television systems without franchises.

         OWNERSHIP

         The 1996 Telecom Act repealed the 1984 Cable Act's prohibition against
local exchange telephone companies ("LECs") providing video programming
directly to customers within their local telephone exchange service areas.
However, with certain limited exceptions, a LEC may not acquire more than a 10%
equity interest in an existing cable system operating within the LEC's service
area.  The 1996 Telecom Act also authorized LECs and others to operate "open
video systems" without obtaining  a local cable franchise.  See "Competition."

         The 1984 Cable Act and the FCC's rules prohibit the common ownership,
operation, control or interest in a cable system and a local television
broadcast station whose predicted grade B contour (a measure of a television
station's signal strength as defined by the FCC's rules) covers any portion of
the community served by the cable system. The 1996 Telecom Act eliminates the
statutory ban and directs the FCC to review its rule within two years. Common
ownership or control has historically also been prohibited by the FCC (but not
by the 1984 Cable Act) between a cable system and a national television
network.  The 1996 Telecom Act eliminated this prohibition. Finally, in order
to encourage competition in the provision of video programming, the FCC adopted
a rule prohibiting the common ownership, affiliation, control or interest in
cable television systems and MMDS facilities having overlapping service areas,
except in very limited circumstances.  The 1992 Cable Act codified this
restriction and extended it to co-located SMATV systems.  Permitted
arrangements in effect as of October 5, 1992 are grandfathered.  The 1996
Telecom Act exempts cable systems facing effective competition from the MMDS
and SMATV restriction.  In addition, a cable operator can purchase a SMATV
system serving the same area and technically integrate it into the cable
system.  The 1992 Cable Act permits states or local franchising authorities to
adopt certain additional restrictions on the ownership of cable television
systems.




                                      -18-
<PAGE>   19

         Pursuant to the 1992 Cable Act, the FCC has imposed limits on the
number of cable systems which a single cable operator can own.  In general, no
cable operator can have an attributable interest in cable systems which pass
more than 30% of all homes nationwide.  Attributable interests for these
purposes include voting interests of 5% or more (unless there is another single
holder of more than 50% of the voting stock), officerships, directorships and
general partnership interests.  The FCC has stayed the effectiveness of these
rules pending the outcome of the appeal from the U.S. District Court decision
holding the multiple ownership limit provision of the 1992 Cable Act
unconstitutional.

         The FCC has also adopted rules which limit the number of channels on a
cable system which can be occupied by programming in which the entity which
owns the cable system has an attributable interest.  The limit is 40% of the
first 75 activated channels.

         EEO

         The 1984 Cable Act includes provisions to ensure that minorities and
women are provided equal employment opportunities within the cable television
industry.  The statute requires the FCC to adopt reporting and certification
rules that apply to all cable system operators with more than five full-time
employees. Pursuant to the requirements of the 1992 Cable Act, the FCC has
imposed more detailed annual EEO reporting requirements on cable operators and
has expanded those requirements to all multichannel video service distributors.
Failure to comply with the EEO requirements can result in the imposition of
fines and/or other administrative sanctions, or may, in certain circumstances,
be cited by a franchising authority as a reason for denying a franchisee's
renewal request.

         PRIVACY

         The 1984 Cable Act imposes a number of restrictions on the manner in
which cable system operators can collect and disclose data about individual
system customers.  The statute also requires that the system operator
periodically provide all customers with written information about its policies
regarding the collection and handling of data about customers, their privacy
rights under federal law and their enforcement rights.  In the event that a
cable operator is found to have violated the customer privacy provisions of the
1984 Cable Act, it could be required to pay damages, attorneys' fees and other
costs. Under the 1992 Cable Act, the privacy requirements are strengthened to
require that cable operators take such actions as are necessary to prevent
unauthorized access to personally identifiable information.

         FRANCHISE TRANSFERS

         The 1992 Cable Act requires franchising authorities to act on any
franchise transfer request submitted after December 4, 1992 within 120 days
after receipt of all information required by FCC regulations and by the
franchising authority. Approval is deemed to be granted if the franchising
authority fails to act within such period.

         REGISTRATION PROCEDURE AND REPORTING REQUIREMENTS

         Prior to commencing operation in a particular community, all cable
television systems must file a registration statement with the FCC listing the
broadcast signals they will carry and certain other information. Additionally,
cable operators periodically are required to file various informational reports
with the FCC.

         TECHNICAL REQUIREMENTS

         Historically, the FCC has imposed technical standards applicable to
the cable channels on which broadcast stations are carried, and has prohibited
franchising authorities from adopting standards which were in conflict with or
more restrictive than those established by the FCC.  The FCC has revised such





                                      -19-
<PAGE>   20

standards and made them applicable to all classes of channels which carry
downstream National Television System Committee (NTSC) video programming. The
FCC also has adopted additional standards applicable to cable television
systems using frequencies in the 108-137 Mhz and 225-400 Mhz bands in order to
prevent harmful interference with aeronautical navigation and safety radio
services and has also established limits on cable system signal leakage.
Periodic testing by cable operators for compliance with the technical standards
and signal leakage limits is required and an annual filing of the results of
these measurements is required.  The 1992 Cable Act requires the FCC to
periodically update its technical standards to take into account changes in
technology. Under the 1996 Telecom Act, local franchising authorities may not
prohibit, condition or restrict a cable system's use of any type of subscriber
equipment or transmission technology.

         The FCC has adopted regulations to implement the requirements of the
1992 Cable Act designed to improve the compatibility of cable systems and
consumer electronics equipment. These regulations, inter alia, generally
prohibit cable operators from scrambling their basic service tier and from
changing the infrared codes used in their existing customer premises equipment.
This latter requirement could make it more difficult or costly for cable
operators to upgrade their customer premises equipment and the FCC has been
asked to reconsider its regulations.  The 1996 Telecom Act directs the FCC to
set only minimal standards to assure compatibility between television sets,
VCRs and cable systems, and to rely on the marketplace. The FCC must adopt
rules to assure the competitive availability to consumers of customer premises
equipment, such as converters, used to access the services offered by cable
systems and other multichannel video programming distributors.

         POLE ATTACHMENTS

         The FCC currently regulates the rates and conditions imposed by
certain public utilities for use of their poles unless state public service
commissions are able to demonstrate that they regulate the rates, terms and
conditions of cable television pole attachments.  A number of states and the
District of Columbia have certified to the FCC that they regulate the rates,
terms and conditions for pole attachments.  In the absence of state regulation,
the FCC administers such pole attachment rates through use of a formula which
it has devised.  The 1996 Telecom Act directs the FCC to adopt a new rate
formula for any attaching party, including cable systems, which offer
telecommunications services.  This new formula will result in significantly
higher attachment rates for cable systems which choose to offer such services.

         OTHER MATTERS

         FCC regulation pursuant to the Communications Act, as amended, also
includes matters regarding a cable system's carriage of local sports
programming; restrictions on origination and cablecasting by cable system
operators; application of the fairness doctrine and rules governing political
broadcasts; customer service; obscenity and indecency; home wiring and
limitations on advertising contained in nonbroadcast children's programming.

         The 1996 Telecom Act establishes a process for the creation and
implementation of a "voluntary" system of ratings for video programming
containing sexual, violent or other "indecent" material and directs the FCC to
adopt rules requiring most television sets manufactured in the United States or
shipped in interstate commerce to be technologically capable of blocking the
display of programs with a common rating.  The 1996 Telecom Act also requires
video programming distributors to employ technology to restrict the reception
of programming by persons not subscribing to those channels.  In the case of
channels primarily dedicated to sexually-oriented programming, the distributor
must fully block reception of the audio and video portion of the channels; a
distributor that is unable to comply with this requirement may only provide
such programming during a "safe harbor" period when children are not likely to
be in the audience, as determined by the FCC.  This provision has been
temporarily stayed while certain programmers seek Supreme Court review on
constitutional grounds.  With respect to other kinds of channels, the 1996
Telecom Act only requires that the audio and video portions of the channel be
fully blocked, at no charge, upon request of the person not subscribing to the
channel.




                                      -20-
<PAGE>   21

         COPYRIGHT

         Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals.  In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable operators obtain a statutory license to retransmit broadcast
signals. The amount of this royalty payment varies, depending on the amount of
system revenues from certain sources, the number of distant signals carried,
and the location of the cable system with respect to over-the-air television
stations.  Any future adjustment to the copyright royalty rates will be done
through an arbitration process supervised by the U.S. Copyright Office.

         Cable operators are liable for interest on underpaid and unpaid
royalty fees, but are not entitled to collect interest on refunds received for
overpayment of copyright fees.

         The Copyright Office has commenced a proceeding aimed at examining its
policies governing the consolidated reporting of commonly owned and contiguous
cable television systems.  The present policies governing the consolidated
reporting of certain cable television systems have often led to substantial
increases in the amount of copyright fees owed by the systems affected.  These
situations have most frequently arisen in the context of cable television
system mergers and acquisitions.  While it is not possible to predict the
outcome of this proceeding, any changes adopted by the Copyright Office in its
current policies may have the effect of reducing the copyright impact of
certain transactions involving cable company mergers and cable television
system acquisitions.

         Various bills have been introduced into Congress over the past several
years that would eliminate or modify the cable television compulsory license.
Without the compulsory license, cable operators would have to negotiate rights
from the copyright owners for all of the programming on the broadcast stations
carried by cable systems.  Such negotiated agreements would likely increase the
cost to cable operators of carrying broadcast signals.  The 1992 Cable Act's
retransmission consent provisions expressly provide that retransmission consent
agreements between television broadcast stations and cable operators do not
obviate the need for cable operators to obtain a copyright license for the
programming carried on each broadcaster's signal.

         Copyrighted music performed in programming supplied to cable
television systems by pay cable networks (such as HBO) and basic cable networks
(such as USA Network) is licensed by the networks through private agreements
with the American Society of Composers and Publishers ("ASCAP") and BMI, Inc.
("BMI"), the two major performing rights organizations in the United States.
As a result of extensive litigation, both ASCAP and BMI now offer "through to
the viewer" licenses to the cable networks which cover the retransmission of
the cable networks' programming by cable systems to their customers.

         Copyrighted music performed by cable systems themselves on local
origination channels, in advertisements inserted locally on cable networks, et
cetera, must also be licensed.  A blanket license is available from BMI.  Cable
industry negotiations with ASCAP are still in progress.

STATE AND LOCAL REGULATION

         Because a cable television system uses local streets and
rights-of-way, cable television systems are subject to state and local
regulation, typically imposed through the franchising process.  State and/or
local officials are usually involved in franchise selection, system design and
construction, safety, service rates, consumer relations, billing practices and
community related programming and services.

         Cable television systems generally are operated pursuant to
nonexclusive franchises, permits or licenses granted by a municipality or other
state or local government entity.  Franchises generally are granted for fixed
terms and in many cases are terminable if the franchise operator fails to
comply with material provisions. Although the 1984 Cable Act provides for
certain procedural protections, there can be no




                                      -21-
<PAGE>   22

assurance that renewals will be granted or that renewals will be made on
similar terms and conditions. Franchises usually call for the payment of fees,
often based on a percentage of the system's gross customer revenues, to the
granting authority.  Upon receipt of a franchise, the cable system owner
usually is subject to a broad range of obligations to the issuing authority
directly affecting the business of the system.  The terms and conditions of
franchises vary materially from jurisdiction to jurisdiction, and even from
city to city within the same state, historically ranging from reasonable to
highly restrictive or burdensome.  The 1984 Cable Act places certain
limitations on a franchising authority's ability to control the operation of a
cable system operator and the courts have from time to time reviewed the
constitutionality of several general franchise requirements, including
franchise fees and access channel requirements, often with inconsistent
results.  On the other hand, the 1992 Cable Act prohibits exclusive franchises,
and allows franchising authorities to exercise greater control over the
operation of franchised cable television systems, especially in the area of
customer service and rate regulation.  The 1992 Cable Act also allows
franchising authorities to operate their own multichannel video distribution
system without having to obtain a franchise and permits states or local
franchising authorities to adopt certain restrictions on the ownership of cable
television systems.  Moreover, franchising authorities are immunized from
monetary damage awards arising from regulation of cable television systems or
decisions made on franchise grants, renewals, transfers and amendments.

         The specific terms and conditions of a franchise and the laws and
regulations under which it was granted directly affect the profitability of the
cable television system.  Cable franchises generally contain provisions
governing charges for basic cable television services, fees to be paid to the
franchising authority, length of the franchise term, renewal, sale or transfer
of the franchise, territory of the franchise, design and technical performance
of the system, use and occupancy of public streets and number and types of
cable services provided.  The 1996 Telecom Act prohibits a franchising
authority from either requiring or limiting a cable operator's provision of
telecommunications services.

         Various proposals have been introduced at the state and local levels
with regard to the regulation of cable television systems, and a number of
states have adopted legislation subjecting cable television systems to the
jurisdiction of centralized state governmental agencies, some of which impose
regulation of a character similar to that of a public utility.

         The foregoing does not purport to describe all present and proposed
federal, state and local regulations and legislation relating to the cable
television industry.  Other existing federal regulations, copyright licensing
and, in many jurisdictions, state and local franchise requirements, currently
are the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals which could change, in varying
degrees, the manner in which cable television systems operate.  Neither the
outcome of these proceedings nor their impact upon the cable television
industry can be predicted at this time.

ITEM 2.  PROPERTIES

         The Partnership owns or leases parcels of real property for signal
reception sites (antenna towers and headends), microwave facilities and
business offices, and owns or leases its service vehicles. The Partnership
believes that its properties, both owned and leased, are in good condition and
are suitable and adequate for the Partnership's business operations.

         The Partnership owns substantially all of the assets related to its
cable television operations, including its program production equipment,
headend (towers, antennae, electronic equipment and satellite earth stations),
cable plant (distribution equipment, amplifiers, customer drops and hardware),
converters, test equipment and tools and maintenance equipment.




                                      -22-
<PAGE>   23

ITEM 3.  LEGAL PROCEEDINGS

         The Partnership is a party to various legal proceedings. Such legal
proceedings are ordinary and routine litigation proceedings that are incidental
to the Partnership's business and management believes that the outcome of all
pending legal proceedings will not, in the aggregate, have a material adverse
effect on the financial condition of the Partnership.

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

         None.




                                      -23-
<PAGE>   24

                                     PART II

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

LIQUIDITY

         While the Partnership's equity securities, which consist of units of
limited partnership interests, are publicly held, there is no established
public trading market for the units and it is not expected that a market will
develop. The approximate number of equity security holders of record was 1,087
as of December 31, 1996. In addition to restrictions on the transferability of
units contained in the Partnership Agreement, the transferability of units may
be affected by restrictions on resales imposed by federal or state law.

DISTRIBUTIONS

         The amended Partnership Agreement generally provides that all 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 individual
limited partners will be based on their respective limited partnership
ownership interests.

         Upon the disposition of substantially all of the Partnership's assets,
gain 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 policy of the Corporate General Partner (although there is no
contractual obligation to do so) is to cause the Partnership to make cash
distributions on a quarterly basis throughout the operational life of the
Partnership, assuming the availability of sufficient cash flow from Partnership
operations. The amount of such distributions, if any, will vary from quarter to
quarter depending upon the Partnership's results of operations and the
Corporate General Partner's determination of whether otherwise available funds
are needed for the Partnership's ongoing working capital and other liquidity
requirements. However, on February 22, 1995, the FCC announced significant
amendments to its rules implementing certain provisions of the 1992 Cable Act.
Compliance with these rules has had a negative impact on the Partnership's
revenues and cash flow.

         The Partnership began making periodic cash distributions to limited
partners from operations during 1986, and distributed an aggregate of $374,200
($12.50 per unit) to limited partners in each year during 1994, 1995 and 1996.
The Partnership will continue to determine the Partnership's ability to pay
distributions on a quarter-by-quarter basis.




                                      -24-
<PAGE>   25

         The Partnership's ability to pay distributions, the actual level of
distributions and the continuance of distributions will depend on a number of
factors, including the amount of cash flow from operations, projected capital
expenditures, provision for contingent liabilities, availability of bank
refinancing, regulatory or legislative developments governing the cable
television industry, and growth in customers. Some of these factors are beyond
the control of the Partnership, and consequently, no assurances can be given
regarding the level or timing of future distributions.




                                      -25-
<PAGE>   26

ITEM 6.  SELECTED FINANCIAL DATA

         Set forth below is selected financial data of the Partnership for the
five years ended December 31, 1996.  This data should be read in conjunction
with the Partnership's financial statements included in Item 8 hereof and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in Item 7.

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                       ---------------------------------------------------------------------------
OPERATIONS STATEMENT DATA                 1992            1993             1994            1995            1996
                                       -----------     -----------     -----------     -----------     -----------
<S>                                      <C>             <C>             <C>                               <C>
  Revenues                             $ 2,418,900     $ 2,601,600     $ 2,574,000     $ 2,603,700     $ 2,797,500
  Costs and expenses                    (1,296,500)     (1,386,700)     (1,418,500)     (1,390,900)     (1,525,400)
  Depreciation and amortization           (789,000)       (367,200)       (368,000)       (694,200)       (310,600)
                                       -----------     -----------     -----------     -----------     -----------
  Operating income                         333,400         847,700         787,500         518,600         961,500
  Interest expense                         (22,800)        (17,800)         (6,100)         (9,000)         (9,100)
  Interest income                           23,600          34,100          66,400         109,000         118,000
  Gain on sale of cable assets                --              --              --              --             2,700
                                       -----------     -----------     -----------     -----------     -----------
  Net income                           $   334,200     $   864,000     $   847,800     $   618,600     $ 1,073,100
                                       ===========     ===========     ===========     ===========     ===========
  Distributions to partners            $      --       $   378,000     $   378,000     $   378,000     $   378,000
                                       ===========     ===========     ===========     ===========     ===========
PER UNIT OF LIMITED
    PARTNERSHIP INTEREST:
  Net income                           $     11.05     $     28.57     $     28.04     $     20.46     $     35.49
                                       ===========     ===========     ===========     ===========     ===========
  Distributions                        $        --     $     12.50     $     12.50     $     12.50     $     12.50
                                       ===========     ===========     ===========     ===========     ===========
OTHER OPERATING DATA    

  Net cash provided by  
    operating activities               $ 1,337,700     $ 1,183,300     $ 1,221,800     $ 1,173,000     $ 1,446,400
  EBITDA(1)                              1,222,400       1,214,900       1,155,500       1,212,800       1,272,100
  EBITDA to revenues                          46.4%           46.7%           44.9%           46.6%           45.5%
  Total debt to EBITDA                         .1x            --              --              --              --
  Capital expenditures                 $   111,800     $   154,000     $   503,000     $   408,200     $   869,300
</TABLE>


<TABLE>
<CAPTION>
                                                                      As of December 31,
                                       ---------------------------------------------------------------------------
BALANCE SHEET DATA                        1992             1993            1994             1995          1996
                                       -----------     -----------     -----------     -----------     -----------
<S>                                    <C>             <C>             <C>             <C>             <C>        
  Total assets                         $ 3,180,000     $ 3,513,000     $ 3,979,800     $ 4,118,200     $ 4,918,400
  Total debt                               100,000            --              --              --              --
  General partners' deficit                (47,600)        (42,800)        (38,100)        (35,700)        (28,800)
  Limited partners' capital              2,670,800       3,152,000       3,617,100       3,855,300       4,543,500
</TABLE>
_______________________________

    (1)  Operating income before depreciation and amortization. The Partnership
         measures its financial performance by its EBITDA, among other items.
         Based on its experience in the cable television industry, the
         Partnership believes that EBITDA and related measures of cash flow
         serve as important financial analysis tools for measuring and comparing
         cable television companies in several areas, such as liquidity,
         operating performance and leverage. EBITDA should not be considered by
         the reader as an alternative to net income, as an indicator of the
         Partnership's financial performance or as an alternative to cash flows
         as a measure of liquidity.




                                      -26-
<PAGE>   27

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

INTRODUCTION

         On February 8, 1996, President Clinton signed into law the 1996
Telecom Act.  This statute substantially changed the competitive and regulatory
environment for telecommunications providers by significantly amending the
Communications Act, including certain of the rate regulation provisions
previously imposed by the 1992 Cable Act.  Compliance with those rate
regulations has had a negative impact on the Partnership's revenues and cash
flow.  However, in accordance with the FCC's regulations, the Partnership will
be able to increase regulated service rates in the future in response to
inflation and specified historical and anticipated cost increases, although
certain costs may continue to rise at a rate in excess of that which the
Partnership will be permitted to pass on to its customers.  The 1996 Telecom
Act provides that certain of the rate regulations will be phased-out altogether
in 1999. Further, the regulatory environment will continue to change pending,
among other things, the outcome of legal challenges and FCC rulemaking and
enforcement activity in respect of the 1992 Cable Act and the 1996 Telecom Act.
There can be no assurance as to what, if any, future action may be taken by the
FCC, Congress or any other regulatory authority or court, or the effect thereof
on the Partnership's business.  Accordingly, the Partnership's historical
financial results as described below are not necessarily indicative of future
performance.

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

RESULTS OF OPERATIONS

         1996 COMPARED TO 1995

         The Partnership's revenues increased from $2,603,700 to $2,797,500, or
by 7.4%, for the year ended December 31, 1996 compared to 1995.  Of the
$193,800 increase in revenues for the year ended December 31, 1996 compared to
1995, $156,400 was due to increases in regulated service rates that were
implemented by the Partnership in the second and fourth quarters of 1996,
$82,500 was due to increases in other revenue producing items including rebates
from programmers and advertising sales revenue and $46,700 was due to the
restructuring of The Disney Channel from a premium channel to a tier channel
effective July 1, 1996. These increases were partially offset by a $91,800
decrease due to a decrease in the number of subscriptions, primarily for basic
and premium service. As of December 31, 1996, the Partnership had approximately
6,800 homes subscribing to cable service and 1,800 premium service units.

         Service costs remained relatively unchanged, decreasing from $791,800
to $786,500 (less than one percent) for the year ended December 31, 1996
compared to 1995.  Service costs represent costs directly attributable to
providing cable services to customers. Of the $5,300 decrease in service costs
for the year ended December 31, 1996 compared to 1995, $51,800 was due to an
increase in capitalization of labor and overhead expense resulting from the
rebuild of the Partnership's Taylorville, Illinois cable system during 1996 and
$18,500 was due to a decrease in direct personnel costs due to the transfer of
certain employees to the Corporate General Partner's operations. These
decreases were partially offset by a $39,200 increase in programming fees
charged by program suppliers (including primary satellite fees), a $17,900
increase in copyright fees and a $7,900 increase in franchise fees. The
increase in programming fees for the year ended December 31, 1996 included a
$36,500 increase related to the restructuring of The Disney Channel discussed
above.




                                      -27-
<PAGE>   28

         General and administrative expenses increased from $233,800 to
$317,500, or by 35.8%, for the year ended December 31, 1996 compared to 1995.
Of the $83,700 increase for the year ended December 31, 1996 compared to 1995,
$56,800 was due to an increase in marketing expense, $23,500 was due to higher
insurance premiums, $14,500 was due to an increase in business tax expense,
$4,100 was due to an increase in compliance costs associated with reregulation
by the FCC and $3,700 was due to an increase in bad debt expense. These
increases were partially offset by an increase of $18,800 in capitalization of
labor and overhead expense due to the Taylorville system rebuild discussed
above.

         Management fees and reimbursed expenses increased from $365,300 to
$421,400, or by 15.4%, for the year ended December 31, 1996 compared to 1995.
Reimbursable expenses increased by $46,400 for the year ended December 31, 1996
compared to 1995, primarily due to higher allocated personnel costs and
advertising sales commissions. Management fees increased by $9,700 for the year
ended December 31, 1996 compared to 1995 in direct relation to increased
revenues as described above.

         Depreciation and amortization expense decreased from $694,200 to
$310,600, or by 55.3%, for the year ended December 31, 1996 compared to 1995
primarily due to the rebuild of the Partnership's plant. The estimated
remaining life of existing plant was reduced and depreciation of its net book
value accelerated in 1995. The impact of this change in accounting estimate was
an increase in depreciation expense of approximately $314,000 for the year
ended December 31, 1995. Additional decreases in depreciation and amortization
expense were due to other plant assets becoming fully depreciated in 1996.

         Operating income increased from $518,600 to $961,500, or by 85.4%, for
the year ended December 31, 1996 compared to 1995, principally due to decreases
in depreciation and amortization expense and increases in revenues as described
above.

         Interest income increased from $109,000 to $118,000, or by 8.3%, for
the year ended December 31, 1996 compared to 1995, due to higher cash balances
available for investment.

         Due to the factors described above, the Partnership's net income
increased from $618,600 to $1,073,100, or by 73.5%, for the year ended December
31, 1996 compared to 1995.

         1995 COMPARED TO 1994

         The Partnership's revenues increased from $2,574,000 to $2,603,700, or
by 1.2%, for the year ended December 31, 1995 compared to 1994.  Of the $29,700
increase, $89,300 was due to  increases in regulated service rates permitted
under the 1992 Cable Act that were implemented by the Partnership in April
1995, $25,800 was due to increases in the number of subscriptions for services,
$15,300 was due to increases in other revenue producing items consisting
primarily of advertising sales revenue and $5,400 was due to increases in
unregulated rates charged for premium services implemented during the fourth
quarter of 1994. These increases were partially offset by rate decreases
implemented in September 1994 to comply with the 1992 Cable Act, estimated by
the Partnership to be approximately $106,100. As of December 31, 1995, the
Partnership had approximately 6,800 homes subscribing to cable service and
2,100 premium service units.

         Service costs increased from $756,900 to $791,800, or by 4.6%, for the
year ended December 31, 1995 compared to 1994. Service costs represent costs
directly attributable to providing cable services to customers. Of the $34,900
increase, $27,500 was due to increases in programming fees charged by program
suppliers (including primary satellite fees) and $23,100 was due to increases
in franchise fees. These increases were partially offset by a $7,900 decrease
in personnel costs and a $5,000 increase in the capitalization of labor and
overhead expense resulting from more capital projects during 1995. The increase
in programming expense was also due to expanded programming usage relating to
channel line-up restructuring and to retransmission consent arrangements
implemented to comply with the 1992 Cable Act.




                                      -28-
<PAGE>   29

         General and administrative expenses decreased from $245,500 to
$233,800, or by 4.8%, for the year ended December 31, 1995 compared to 1994. Of
the $11,700 decrease, $19,600 was due to a decrease in marketing expense,
$12,200 was due to a decrease in bad debt expense, $5,500 was due to a decrease
in advertising sales expense and $5,400 was due to lower insurance premiums.
These decreases were partially offset by a $19,100 increase in professional
fees and an $11,800 increase in personnel costs.

         Management fees and reimbursed expenses decreased from $416,100 to
$365,300, or by 12.2%, for the year ended December 31, 1995 compared to 1994.
Of the $50,800 decrease, $52,300 was due to a decrease in reimbursed expenses
allocated by the Corporate General Partner including lower personnel costs,
office rent, property taxes, postage expense, telephone expense and compliance
costs associated with reregulation by the FCC. Management fees increased by
$1,500, or by 1.2%, in direct relation to increased revenues as described
above.

         Depreciation and amortization expense increased from $368,000 to
$694,200, or by 88.6%, for the year ended December 31, 1995 compared to 1994.
The increase was primarily due to the Partnership rebuilding its plant during
1995. Accordingly, the estimated remaining life of existing plant has been
reduced and depreciation has been accelerated. The impact of this change in
accounting estimate on depreciation expense was approximately $314,000 for the
year ended December 31, 1995. Other increases resulted from asset additions
related to upgrades of the Partnership's plant.

         Operating income decreased from $787,500 to $518,600, or by 34.1%, for
the year ended December 31, 1995 compared to 1994, principally due to increases
in depreciation and amortization expense as described above.

         Interest income increased from $66,400 to $109,000, or by 64.2%, for
the year ended December 31, 1995 compared to 1994 as a result of higher cash
balances available for investment and higher interest rates earned on invested
funds.

         Due to the factors described above, the Partnership's net income
decreased from $847,800 to $618,600, or by 27.0%, for the year ended December
31, 1995 compared to 1994.

         DISTRIBUTIONS TO PARTNERS

         Partnership operations generated income exclusive of depreciation and
amortization of $1,215,800, $1,312,800 and $1,383,700 in 1994, 1995 and 1996,
respectively. As provided in the Partnership Agreement, distributions to
partners are funded from such amounts after providing for working capital and
other liquidity requirements, including debt service and capital expenditures
not otherwise funded by borrowings. In 1994, 1995 and 1996, the Partnership
paid distributions of $378,000 to its partners.


LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses, debt service, and capital requirements relating to the
expansion, improvement and upgrade of its cable systems. At December 31, 1996,
the Partnership had no debt outstanding.

         The Partnership depends on cash flow from operations to meet operating
requirements and fund necessary capital expenditures. Although the Partnership
currently has a significant cash balance, there can be no assurance that the
Partnership's cash flow will be adequate to meet its future liquidity
requirements.  The Partnership is required to rebuild its Taylorville, Illinois
cable system by July 1, 1997 at an estimated total cost of $2,490,000 as a
condition of its franchise agreement and is also rebuilding portions of its
cable systems in surrounding communities at an estimated additional cost of
approximately $789,000.  Capital expenditures related to the entire rebuild
totaled




                                      -29-
<PAGE>   30

approximately $819,000 in 1996.  The Partnership has budgeted additional
expenditures of $2,460,000 in 1997 to complete the entire rebuild.  Other
capital expenditures budgeted for 1997 include approximately $471,000 for the
improvement and upgrade of other assets.  Rebuild construction began in October
1996 and is expected to be completed prior to the required date of July 1, 1997.
As a result, the Partnership intends, if possible, to maintain cash reserves. In
the future, the Partnership may also need to borrow, if such borrowings are
available on terms acceptable to the Partnership, of which there can be no
assurance.

         The Partnership paid distributions totaling $378,000 during the year
ended December 31, 1996, and expects to continue to pay distributions at this
level during 1997. There can, however, be no assurances regarding the level,
timing or continuation of future distributions.

         1996 VS. 1995

         Cash provided by operating activities increased by $273,400 from
$1,173,000 in 1995 to $1,446,400 in 1996.  The Partnership used $207,300 less
cash to pay amounts owed to the General Partner and third party creditors in
1996 due to the timing of payments.  Partnership operations generated $68,200
more cash in 1996 after adding back non-cash depreciation and amortization
charges and gain on sale of cable assets.  Changes in receivables and prepaid
expenses used $2,100 more cash in 1996 than in 1995.

         The Partnership used $410,900 more cash in investing activities during
1996 due to a $461,100 increase in expenditures for tangible assets which was
partially offset by a $39,200 decrease in expenditures for intangible assets.
The Partnership received proceeds of $11,000 from the sale of property, plant
and equipment.

         Operating income before depreciation and amortization (EBITDA) as a
percentage of revenues decreased from 46.6% in 1995 to 45.5% in 1996. The
change was primarily caused by higher marketing costs, reimbursed expenses and
programming fees. EBITDA increased from $1,212,800 to $1,272,100, or by 4.9%,
during 1996 compared to 1995.

         1995  VS. 1994

         Cash provided by operating activities decreased by $48,800 from
$1,221,800 in 1994 to $1,173,000 for the year ended December 31, 1995.  The
Partnership used $99,200 more cash to pay amounts owed to the General Partner
and other affiliates in 1995 due to the timing of payments.  Changes in
receivables and prepaid expenses used $46,600 more cash in 1995 than in 1994.
Partnership operations generated $97,000 more cash in 1995 after adding back
non-cash depreciation and amortization charges.

         The Partnership used $50,500 less cash in investing activities during
1995 due to a $94,800 decrease in expenditures for tangible assets which was
partially offset by a $44,300 increase in expenditures for intangible assets.

         Operating income before depreciation and amortization (EBITDA) as a
percentage of revenues increased from 44.9% during 1994 to 46.6% in 1995. The
change was primarily caused by higher revenues and decreased reimbursed
expenses. EBITDA increased from $1,155,500 to $1,212,800, or by 5.0%, during
1995 compared to 1994.




                                      -30-
<PAGE>   31

RECENT ACCOUNTING PRONOUNCEMENTS

         In March 1995, the FASB issued Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. In such cases, impairment losses are to be recorded based on
estimated fair value, which would generally approximate discounted cash flows.
Statement 121 also addresses the accounting for long-lived assets that are
expected to be disposed of.  The Partnership adopted Statement 121 in the first
quarter of 1996, the effects of which were not material.

INFLATION

         Certain of the Partnership's expenses, such as those for wages and
benefits, equipment repair and replacement, and billing and marketing generally
increase with inflation. However, the Partnership does not believe that its
financial results have been, or will be, adversely affected by inflation in a
material way, provided that the Partnership is able to increase its service
rates periodically, of which there can be no assurance.  See "Legislation and
Regulation."

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

         Not applicable.




                                      -31-
<PAGE>   32

                                    PART III


ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The General Partners of the Partnership may be considered, for certain
purposes, the functional equivalents of directors and executive officers. The
Corporate General Partner is Enstar Communications Corporation, and Robert T.
Graff, Jr. is the Individual General Partner. As part of Falcon Cablevision's
September 30, 1988 acquisition of the Corporate General Partner, Falcon
Cablevision received an option to acquire Mr. Graff's interest as Individual
General Partner of the Partnership and other affiliated cable limited
partnerships that he previously co- sponsored with the Corporate General
Partner, and Mr. Graff received the right to cause Falcon Cablevision to
acquire such interests. These arrangements were modified and extended in an
amendment dated September 10, 1993 pursuant to which, among other things, the
Corporate General Partner obtained the option to acquire Mr. Graff's interest
in lieu of the purchase right described above which had been previously granted
to Falcon Cablevision.  Since its incorporation in Georgia in 1982, the
Corporate General Partner has been engaged in the cable/telecommunications
business, both as a general partner of 15 limited partnerships formed to own
and operate cable television systems and through a wholly-owned operating
subsidiary. As of December 31, 1996, the Corporate General Partner managed
cable television systems serving approximately 125,000 Subscribers.

         Falcon Cablevision was formed in 1984 as a California limited
partnership and has been engaged in the ownership and operation of cable
television systems since that time. Falcon Cablevision is a wholly-owned
subsidiary of FHGLP. FHGI is the sole general partner of FHGLP. FHGLP currently
operates cable systems through a series of subsidiaries and also controls the
general partners of the 15 limited partnerships which operate under the Enstar
name (including the Partnership). Although these limited partnerships are
affiliated with FHGLP, their assets are owned by legal entities separate from
the Partnership.

         Set forth below is certain general information about the Directors and
Executive Officers of the Corporate General Partner:

<TABLE>
<CAPTION>
NAME                              POSITION
----                              --------
<S>                               <C>
Marc B. Nathanson                 Director, Chairman of the Board and Chief Executive Officer
Frank J. Intiso                   Director, President and Chief Operating Officer
Stanley S. Itskowitch             Director, Executive Vice President and General Counsel
Michael K. Menerey                Director, Chief Financial Officer and Secretary
Joe A. Johnson                    Executive Vice President - Operations
Jon W. Lunsford                   Vice President - Finance and Corporate Development
Abel C. Crespo                    Controller
</TABLE>

MARC B. NATHANSON, 51, has been Chairman of the Board and Chief Executive
Officer of FHGI and its predecessors since 1975, and prior to September 19,
1995 also served as President.  He has been Chairman of the Board and Chief
Executive Officer of Enstar Communications Corporation since October 1988, and
also served as its President prior to September 1995.  Prior to 1975, Mr.
Nathanson was Vice President of Marketing for Teleprompter Corporation, at that
time the largest multiple-system cable operator in the United States.  He also
held executive positions with Warner Cable and Cypress Communications
Corporation.  He is a former President of the California Cable Television
Association and a member of Cable Pioneers.  He is currently a Director of the
National Cable Television Association ("NCTA") and serves on its Executive
Committee.  At the 1986 NCTA convention, Mr. Nathanson was honored by being
named the recipient of the Vanguard Award for outstanding contributions to the
growth and development of the cable television


                                      -32-

<PAGE>   33

industry.  Mr. Nathanson is a 27-year veteran of the cable television industry.
He is a founder of the Cable Television Administration and Marketing Society
("CTAM") and the Southern California Cable Television Association.  Mr.
Nathanson is also a Director of TV Por Cable Nacional, S.A. de C.V.  Mr.
Nathanson is also Chairman of the Board and Chief Executive Officer of Falcon
International Communications, LLC ("FIC").  Mr. Nathanson was appointed by
President Clinton and confirmed by the U.S. Senate for a three year term on the
Board of Governors of International Broadcasting of the United States
Information Agency.

FRANK J. INTISO, 50, was appointed President and Chief Operating Officer of
FHGI in September 1995, and between 1982 and that date held the positions of
Executive Vice President and Chief Operating Officer.  He has been President
and Chief Operating Officer of Enstar Communications Corporation since
September 1995, and between October 1988 and September 1995 held the positions
of Executive Vice President and Chief Operating Officer.  Mr. Intiso is
responsible for the day-to-day operations of all cable television systems under
the management of FHGI.  Mr.  Intiso has a Masters Degree in Business
Administration from the University of California, Los Angeles, and is a
Certified Public Accountant.  He serves as chair of the California Cable
Television Association, and is on the boards of Cable Advertising Bureau, Cable
In The Classroom, Community Antenna Television Association and California Cable
Television Association.  He is a member of the American Institute of Certified
Public Accountants, the American Marketing Association, the American Management
Association, and the Southern California Cable Television Association.

STANLEY S. ITSKOWITCH, 58, has been a Director of FHGI and its predecessors
since 1975, and Senior Vice President and General Counsel from 1987 to 1990 and
has been Executive Vice President and General Counsel since February 1990.  He
has been Executive Vice President and General Counsel of Enstar Communications
Corporation since October 1988.  He has been President and Chief Executive
Officer of F.C. Funding, Inc.  (formerly Fallek Chemical Company), which is a
marketer of chemical products, since 1980.  He is a Certified Public Accountant
and a former tax partner in the New York office of Touche Ross & Co. (now
Deloitte & Touche).  He has a J.D. Degree and an L.L.M. Degree in Tax from New
York University School of Law.  Mr. Itskowitch is also Executive Vice President
and General Counsel of FIC.

MICHAEL K. MENEREY, 45, has been Chief Financial Officer and Secretary of FHGI
and its predecessors since 1984.  He has been Chief Financial Officer and
Secretary of Enstar Communications Corporation since October 1988.  Mr. Menerey
is a Certified Public Accountant and is a member of the American Institute of
Certified Public Accountants and the California Society of Certified Public
Accountants.

JOE A. JOHNSON, 52, has been Executive Vice President - Operations of FHGI
since September 1995, and between January 1992 and that date was Senior Vice
President.  He has been Executive Vice President-Operations of Enstar
Communications Corporation since January 1996.  He was a Divisional Vice
President of FHGI between 1989 and 1992.  From 1982 to 1989, he held the
positions of Vice President and Director of Operations for Sacramento Cable
Television, Group W Cable of Chicago and Warner Amex.  From 1975 to 1982, Mr.
Johnson held cable system and regional manager positions with Warner Amex and
Teleprompter.

JON W. LUNSFORD, 37, has been Vice President - Finance and Corporate
Development FHGI since September 1994.  He has been Vice President-Finance and
Corporate Development of Enstar Communications Corporation since January 1996.
From 1991 to 1994 he served as Director of Corporate Finance at Continental
Cablevision, Inc.  Prior to 1991, Mr. Lunsford was a Vice President with
Crestar Bank.

ABEL C. CRESPO, 37, has been Controller of FHGI since January 1997.  Mr. Crespo
joined Falcon in December 1984, and has held various accounting positions
during that time, most recently that of Senior Assistant Controller.  Mr.
Crespo holds a Bachelor of Science degree in Business Administration from
California State University, Los Angeles.




                                      -33-
<PAGE>   34

CERTAIN KEY PERSONNEL

         The following sets forth, as of December 31, 1996, biographical
information about certain officers of FHGI and Falcon Cable Group, a division
of FHGLP, who share certain responsibilities with the officers of the Corporate
General Partner with respect to the operation and management of the
Partnership.

LYNNE A. BUENING, 43, has been Vice President of Programming of Falcon Cable
Group since November 1993.  From 1989 to 1993, she served as Director of
Programming for Viacom Cable, a division of Viacom International Inc.  Prior to
that, Ms. Buening held programming and marketing positions in the cable,
broadcast, and newspaper industries.

OVANDO COWLES, 43, has been Vice President of Advertising Sales and Production
of Falcon Cable Group since January 1992.  From 1988 to 1991, he served as a
Director of Advertising Sales and Production at Cencom Cable Television in
Pasadena, California.  He was an Advertising Sales Account Executive at Choice
Television from 1985 to 1988.  From 1983 to 1985, Mr. Cowles served in various
sales and advertising positions.

HOWARD J. GAN, 50, has been Vice President of Regulatory Affairs of FHGI and
its predecessors since 1988 and Vice President of Regulatory Affairs of Falcon
Cable Group since its inception.  He was General Counsel at Malarkey-Taylor
Associates, a Washington, DC based telecommunications consulting firm, from
1986 to 1988.  He was Vice President and General Counsel at the Cable
Television Information Center from 1978 to 1983.  In addition, he was an
attorney and an acting Branch Chief of the Federal Communications Commission's
Cable Television Bureau from 1975 to 1978.

R.W. ("SKIP") HARRIS, 49, has been Vice President of Marketing of Falcon Cable
Group since June 1991.  He is a member of the CTAM Premium Television
Committee.  Mr. Harris was National Director of Affiliate Marketing for The
Disney Channel from 1985 to 1991.  He was also a sales manager, regional
marketing manager and director of marketing for Cox Cable Communications from
1978 to 1985.

JOAN SCULLY, 61, has been Vice President of Human Resources of FHGI and its
predecessors since May 1988 and Vice President of Human Resources of Falcon
Cable Group since its inception.  From 1987 to May 1988, she was self-employed
as a Management Consultant to cable and transportation companies. She served as
Director of Human Resources of a Los Angeles based cable company from 1985
through 1987.  Prior to that time she served as a human resource executive in
the entertainment and aerospace industries. Ms. Scully holds a Masters Degree
in Human Resources Management from Pepperdine University.  

MICHAEL D. SINGPIEL, 49, was appointed Vice President of Operations of Falcon
Cable Group in March 1996. Mr. Singpiel joined Falcon in October 1992 as
Divisional Vice President of Falcon's Eastern Division. From 1990 to 1992, Mr.
Singpiel was Vice President of C-Tec Cable Systems in Michigan. Mr. Singpiel
held various positions with Comcast in New Jersey and Michigan from 1980 to
1990.

RAYMOND J. TYNDALL, 49, has been Vice President of Engineering of Falcon Cable
Group since October 1989.  From 1975 to September 1989 he held various
technical positions with Choice TV and its predecessors.  From 1967 to 1975, he
held various technical positions with Sammons Communications. He is a certified
National Association of Radio and Television Engineering ("NARTE") engineer in
lightwave, microwave, satellite and broadband.

         In addition, Falcon Cable Group has six Divisional Vice Presidents who
are based in the field. They are Ron L. Hall, Michael E. Kemph, Nicholas A.
Nocchi, Larry L. Ott, Robert S. Smith and Victor A. Wible.

         Each 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




                                      -34-
<PAGE>   35

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, a wholly owned subsidiary of the
Corporate General Partner (the "Manager"), pursuant to which Enstar Cable
Corporation manages the Partnership's systems and provides all operational
support for the activities of the Partnership. For these services, the Manager
receives a management fee of 5% of the Partnership's gross revenues, excluding
revenues from the sale of cable television systems or franchises, calculated
and paid monthly. In addition, the Partnership reimburses the Manager for
certain operating expenses incurred by the Manager in the day-to-day operation
of the Partnership's cable systems. The Management Agreement also requires the
Partnership to indemnify the Manager (including its officers, employees, agents
and shareholders) against loss or expense, absent negligence or deliberate
breach by the Manager of the Management Agreement. The Management Agreement is
terminable by the Partnership upon sixty (60) days written notice to the
Manager. The Manager has engaged FHGLP to provide certain management services
for the Partnership and pays FHGLP a portion of the management fees it receives
in consideration of such services and reimburses FHGLP for expenses incurred by
FHGLP on its behalf. The Corporate General Partner also performs certain
supervisory and administrative services for the Partnership, for which it is
reimbursed.

         For the fiscal year ended December 31, 1996, the Manager charged the
Partnership management fees of approximately $139,900 and reimbursed expenses
of $281,500.  In addition, certain programming services are purchased through
Falcon Cablevision. The Partnership paid Falcon Cablevision approximately
$543,200 for these programming services for fiscal year 1996.

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 Registrant's
Equity Securities and Related Security Holder Matters."


ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of March 3, 1997, the common stock of FHGI was owned as follows:
78.5% by Falcon Cable Trust, a grantor trust of which Marc B.  Nathanson is
trustee and he and members of his family are beneficiaries; 20% by Greg A.
Nathanson; and 1.5% by Stanley S. Itskowitch.  In 1989, FHGI issued to Hellman
& Friedman Capital Partners, A California Limited Partnership ("H&F"), a
$1,293,357 convertible debenture due 1999 convertible under certain
circumstances into 10% of the common stock of FHGI and entitling H&F to elect
one director to the board of directors of FHGI.  H&F elected Marc B. Nathanson
pursuant to such right.  In 1991 FHGI issued to Hellman & Friedman Capital
Partners II, A California Limited Partnership ("H&FII"), additional convertible
debentures due 1999 in the aggregate amount of $2,006,198 convertible under
certain circumstances into approximately 6.3% of the common stock of FHGI and
entitling H&FII to elect one director to the board of directors of FHGI.  As of
March 3, 1997, H&FII had not exercised this right.  FHGLP also held 12.1% of
the interests in the General Partner, and Falcon Cable Trust, Frank Intiso and
H&FII held 58.9%, 12.1% and 16.3% of the General Partner, respectively.  Such
interests entitle the holders thereof to an allocable share of cash
distributions and profits and losses of the General Partner in proportion to
their ownership.  Greg A. Nathanson is Marc B. Nathanson's brother.




                                      -35-
<PAGE>   36

         As of March 3, 1997, Marc B. Nathanson and members of his family
owned, directly or indirectly, outstanding partnership interests (comprising
both general partner interests and limited partner interests) aggregating
approximately 0.46% of Falcon Classic Cable Income Properties, L.P. and 2.58%
of Falcon Video Communications.  In accordance with the respective partnership
agreements of these two partnerships, after the return of capital to and the
receipt of certain preferred returns by the limited partners of such
partnerships, FHGLP and certain of its officers and directors had rights to
future profits greater than their ownership interests of capital in such
partnerships.

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST

         In March 1993, FHGLP, a new entity, assumed the management services
operations of FHGI. Effective March 29, 1993, FHGLP began receiving management
fees and reimbursed expenses which had previously been paid by the Partnership,
as well as the other affiliated entities mentioned above, to FHGI. The
management of FHGLP is substantially the same as that of FHGI.

         FHGLP also manages the operations of Falcon Classic Cable Income
Properties, L.P., Falcon Video Communications, L.P., and, through its
management of the operation of Falcon Cablevision (a subsidiary of FHGLP), the
partnerships of which Enstar Communications Corporation is the Corporate
General Partner, including the Partnership.  On September 30, 1988, Falcon
Cablevision acquired all of the outstanding stock of Enstar Communications
Corporation.  Certain members of management of the Corporate General Partner
have also been involved in the management of other cable ventures.  FHGLP
contemplates entering into other cable ventures, including ventures similar to
the Partnership.

         Conflicts of interest involving acquisitions and dispositions of cable
television systems could adversely affect Unitholders. For instance, the
economic interests of management in other affiliated partnerships are different
from those in the Partnership and this may create conflicts relating to which
acquisition opportunities are preserved for which partnerships.

         These affiliations subject FHGLP and the Corporate General Partner and
their management to certain conflicts of interest. Such conflicts of interest
relate to the time and services management will devote to the Partnership's
affairs and to the acquisition and disposition of cable television systems.
Management or its affiliates may establish and manage other entities which
could impose additional conflicts of interest.

         FHGLP and the Corporate General Partner will resolve all conflicts of
interest in accordance with their fiduciary duties.

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. Certain 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.




                                      -36-
<PAGE>   37

         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 such general partner (i) acted in
good faith and in a manner that it reasonably believed to be in, or not opposed
to, the best interests of the Partnership and the partners, and (ii) had no
reasonable grounds to believe that its conduct was negligent. In addition, the
partnership agreement provides that the General 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, the Partnership maintains insurance on behalf of
the General Partner, and such other persons as the General Partner shall
determine against any liability that may be asserted against or expense that
may be incurred by such person and against which the Partnership would be
entitled to indemnify such person pursuant to the Partnership Agreement.  To
the extent that the exculpatory provisions purport to include indemnification
for liabilities arising under the Securities Act of 1933, it is the opinion of
the Securities and Exchange Commission that such indemnification is contrary to
public policy and therefore unenforceable.





                                      -37-
<PAGE>   38

                                    PART IV


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

(a)      1.      Financial Statements

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

(a)      2.      Financial Statement Schedules

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

(a)      3.      Exhibits

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

(b)              Reports on Form 8-K

                 The Registrant filed a Form 8-K dated November 15, 1996, in
                 which it reported under Item 5 that an unsolicited offer to
                 purchase partnership units had been made without the consent
                 of the Corporate General Partner.




                                      -38-
<PAGE>   39

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 25, 1997.

                                 ENSTAR INCOME PROGRAM II-1, L.P.

                                 By:     Enstar Communications Corporation,
                                         Corporate General Partner

                                         By: /s/    Marc B. Nathanson          
                                             ----------------------------------
                                             Marc B. Nathanson
                                             Chairman of the Board and
                                               Chief Executive Officer

               Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities indicated on the 25th day of March 1997.

<TABLE>
<CAPTION>
            Signatures                                  Title(*)
            ----------                                  --------
  <S>                                <C>
  /s/ Marc B. Nathanson               Chairman of the Board and Chief Executive
  ---------------------               Officer (Principal Executive Officer)
  Marc B. Nathanson 


  /s/ Michael K. Menerey             Chief Financial Officer, Secretary and
  ----------------------             Director (Principal Financial and Accounting
  Michael K. Menerey                 Officer)
  


  /s/ Frank J. Intiso                President, Chief Operating Officer
  -------------------                and Director
  Frank J. Intiso

  /s/ Stanley S. Itskowitch          Executive Vice President, General Counsel
  -------------------------          and Director
  Stanley S. Itskowitch
</TABLE>


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




                                      -39-
<PAGE>   40

                         INDEX TO FINANCIAL STATEMENTS



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

Balance Sheets - December 31, 1995 and 1996                                  F-3

Financial Statements for each of
  the three years in the period
  ended December 31, 1996:

    Statements of Operations                                                 F-4

    Statements of Partnership Capital (Deficit)                              F-5

    Statements of Cash Flows                                                 F-6

Notes to Financial Statements                                                F-7
</TABLE>


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




                                      F-1
<PAGE>   41

                         REPORT OF INDEPENDENT AUDITORS


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

We have audited the accompanying balance sheets of Enstar Income Program II-1,
L.P. (A Georgia Limited Partnership) as of December 31, 1995 and 1996, and the
related statements of operations, partnership capital (deficit), and cash flows
for each of the three years in the period ended December 31, 1996.  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 generally accepted auditing
standards.  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-1,
L.P. at December 31, 1995 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996,
in conformity with generally accepted accounting principles.



                                                        /s/ ERNST & YOUNG LLP



Los Angeles, California
February 21, 1997



                                      F-2

<PAGE>   42



                        ENSTAR INCOME PROGRAM II-1, L.P.

                                 BALANCE SHEETS

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

<TABLE>
<CAPTION>
                                                                        December 31,
                                                               ------------------------------
                                                                    1995             1996
                                                               -------------    -------------
<S>                                                            <C>              <C>          
ASSETS:
   Cash and cash equivalents                                   $   2,657,300    $   2,849,600

   Accounts receivable less allowance of $5,500 and
      $4,700 for possible losses                                      48,100           75,000

   Prepaid expenses and other                                         16,400           29,200

   Property, plant and equipment, less accumulated
      depreciation and amortization                                1,322,200        1,891,100

   Franchise cost, less accumulated
      amortization of $8,800 and $17,500                              63,500           64,600

   Deferred charges, net                                              10,700            8,900
                                                               -------------    -------------
                                                               $   4,118,200    $   4,918,400
                                                               =============    =============

                       LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
   Accounts payable                                            $     186,800    $     229,800
   Due to affiliates                                                 111,800          173,900
                                                               -------------    -------------
          TOTAL LIABILITIES                                          298,600          403,700
                                                               -------------    -------------
COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                  (35,700)         (28,800)
   Limited partners                                                3,855,300        4,543,500
                                                               -------------    -------------
          TOTAL PARTNERSHIP CAPITAL                                3,819,600        4,514,700
                                                               -------------    -------------
                                                               $   4,118,200    $   4,918,400
                                                               =============    =============
</TABLE>


                 See accompanying notes to financial statements.



                                      F-3
<PAGE>   43

                        ENSTAR INCOME PROGRAM II-1, L.P.

                            STATEMENTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                   -----------------------------------------
                                                      1994            1995           1996
                                                   -----------    -----------    -----------
<S>                                                <C>            <C>            <C>        
REVENUES                                           $ 2,574,000    $ 2,603,700    $ 2,797,500
                                                   -----------    -----------    -----------
OPERATING EXPENSES:
 Service costs                                         756,900        791,800        786,500
 General and administrative expenses                   245,500        233,800        317,500
 General Partner management fees
   and reimbursed expenses                             416,100        365,300        421,400
 Depreciation and amortization                         368,000        694,200        310,600
                                                   -----------    -----------    -----------
                                                     1,786,500      2,085,100      1,836,000
                                                   -----------    -----------    -----------

               Operating income                        787,500        518,600        961,500

OTHER INCOME (EXPENSE):
 Interest expense                                       (6,100)        (9,000)        (9,100)
 Interest income                                        66,400        109,000        118,000
 Gain on sale of cable assets                             --             --            2,700
                                                   -----------    -----------    -----------
                                                        60,300        100,000        111,600
                                                   -----------    -----------    -----------
NET INCOME                                         $   847,800    $   618,600    $ 1,073,100
                                                   ===========    ===========    ===========
NET INCOME PER UNIT OF LIMITED
 PARTNERSHIP INTEREST                              $     28.04    $     20.46    $     35.49
                                                   ===========    ===========    ===========
WEIGHTED AVERAGE LIMITED
   DURING THE YEAR                                      29,936         29,936         29,936
                                                   ===========    ===========    ===========
</TABLE>


                See accompanying notes to financial statements.




                                      F-4
<PAGE>   44

                        ENSTAR INCOME PROGRAM II-1, L.P.

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

                   -------------------------------------------
<TABLE>
<CAPTION>
                                         General       Limited
                                        Partners       Partners        Total
                                      -----------    -----------    -----------
<S>                                   <C>            <C>            <C>        
PARTNERSHIP CAPITAL (DEFICIT),
 January 1, 1994                      $   (42,800)   $ 3,152,000    $ 3,109,200

    Distributions to partners              (3,800)      (374,200)      (378,000)
    Net income for year                     8,500        839,300        847,800
                                      -----------    -----------    -----------

PARTNERSHIP CAPITAL (DEFICIT),
 December 31, 1994                        (38,100)     3,617,100      3,579,000

    Distributions to partners              (3,800)      (374,200)      (378,000)
    Net income for year                     6,200        612,400        618,600
                                      -----------    -----------    -----------

PARTNERSHIP CAPITAL (DEFICIT),
 December 31, 1995                        (35,700)     3,855,300      3,819,600

    Distributions to partners              (3,800)      (374,200)      (378,000)
    Net income for year                    10,700      1,062,400      1,073,100
                                      -----------    -----------    -----------

PARTNERSHIP CAPITAL (DEFICIT),
  December 31, 1996                   $   (28,800)   $ 4,543,500    $ 4,514,700
                                      ===========    ===========    ===========
</TABLE>



                See accompanying notes to financial statements.



                                      F-5
<PAGE>   45

                        ENSTAR INCOME PROGRAM II-1, L.P.

                            STATEMENTS OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                                 -----------------------------------------
                                                                    1994            1995           1996
                                                                 -----------    -----------    -----------
<S>                                                              <C>            <C>            <C>        
Cash flows from operating activities:
 Net income                                                      $   847,800    $   618,600    $ 1,073,100
 Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation and amortization                                    368,000        694,200        310,600
    Gain on sale of cable assets                                        --             --           (2,700)
    Increase (decrease) from changes in:
      Accounts receivable, prepaid expenses and
         other assets                                                  9,000        (37,600)       (39,700)
      Accounts payable and due to affiliates                          (3,000)      (102,200)       105,100
                                                                 -----------    -----------    -----------
       Net cash provided by operating activities                   1,221,800      1,173,000      1,446,400
                                                                 -----------    -----------    -----------
Cash flows from investing activities:
 Capital expenditures                                               (503,000)      (408,200)      (869,300)
 Increase in intangible assets                                       (12,700)       (57,000)       (17,800)
 Proceeds from sale of property, plant and equipment                    --             --           11,000
                                                                 -----------    -----------    -----------
       Net cash used in investing activities                        (515,700)      (465,200)      (876,100)
                                                                 -----------    -----------    -----------
Cash flows from financing activities:
 Distributions to partners                                          (378,000)      (378,000)      (378,000)
                                                                 -----------    -----------    -----------
Net increase in cash and cash equivalents                            328,100        329,800        192,300

Cash and cash equivalents at beginning of year                     1,999,400      2,327,500      2,657,300
                                                                 -----------    -----------    -----------
Cash and cash equivalents at end of year                         $ 2,327,500    $ 2,657,300    $ 2,849,600
                                                                 ===========    ===========    ===========
</TABLE>



                See accompanying notes to financial statements.


                                      F-6
<PAGE>   46


                        ENSTAR INCOME PROGRAM II-1, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                          =============================

               NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

               FORM OF PRESENTATION

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

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

               CASH EQUIVALENTS

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

                       Cash equivalents at December 31, 1996 include $2,782,000
               of short-term investments in commercial paper.

               PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

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

<TABLE>
               <S>                                  <C>
               Cable television systems                5-15 years
               Vehicles                                   3 years
               Furniture and equipment                  5-7 years
               Leasehold improvements               Life of lease
</TABLE>


               FRANCHISE COST

                       The excess of cost over the fair values of tangible
               assets and customer lists of cable television systems acquired
               represents the cost of franchises. In addition, franchise cost
               includes capitalized costs incurred in obtaining new franchises.
               These costs (primarily legal fees) are direct and incremental to
               the acquisition of the franchise and are amortized using the
               straight-line method over the lives of the franchises, ranging
               up to 15 years.   The Partnership periodically evaluates the
               amortization periods of these intangible assets to determine
               whether events or circumstances warrant revised estimates of
               useful lives.  Costs relating to unsuccessful franchise
               applications are charged to expense when it is determined that
               the efforts to obtain the franchise will not be successful.

               DEFERRED CHARGES

                       Deferred charges include costs which are amortized using
               the straight-line method over two years.





                                      F-7
<PAGE>   47

                        ENSTAR INCOME PROGRAM II-1, L.P.

                         NOTES TO FINANCIAL STATEMENTS
                                   (Continued)
                         =============================

               NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Concluded)

               RECOVERABILITY OF ASSETS

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

               REVENUE RECOGNITION

                       Revenues from cable services are recognized as the
               services are provided.

               INCOME TAXES

                       As a partnership, Enstar Income Program II-1, L.P. pays
               no income taxes. All of the income, gains, losses, deductions and
               credits of the Partnership are passed through to its partners.
               The basis in the Partnership's assets and liabilities differs for
               financial and tax reporting purposes. At December 31, 1996, the
               book basis of the Partnership's net assets exceeded its tax basis
               by $313,300.

               EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

                        Earnings and losses are allocated 99% to the limited
               partners and 1% to the general partners. Earnings and losses per
               unit of limited partnership interest is based on the weighted
               average number of units outstanding during the year.

               USE OF ESTIMATES

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

               NOTE 2 - PARTNERSHIP MATTERS

                       The Partnership was formed in 1984 to acquire,
               construct, improve, develop and operate cable television
               systems. The partnership agreement provides for Enstar
               Communications Corporation (the "Corporate General Partner") and
               Robert T. Graff, Jr. to be the general partners and for the
               admission of limited partners through the sale of interests in
               the Partnership. The Partnership raised capital of $7,500,000
               (the maximum) during 1985.

                       On September 30, 1988, Falcon Cablevision, a California
               limited partnership, purchased all of the outstanding capital
               stock of the Corporate General Partner.




                                      F-8
<PAGE>   48

                        ENSTAR INCOME PROGRAM II-1, L.P.

                         NOTES TO FINANCIAL STATEMENTS
                                  (Continued)
                         =============================

               NOTE 2 - PARTNERSHIP MATTERS (Concluded)

                        The 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 Capital Payback, 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,
               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 until all such accounts are reduced to zero and
               thereafter to the Corporate General Partner. All allocations to
               individual limited partners will be based on their respective
               limited partnership ownership interests.

                       Upon the disposition of substantially all of the
               Partnership's 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.

               NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

               Property, plant and equipment consist of:

<TABLE>
<CAPTION>
                                                           December 31,
                                                  ------------------------------
                                                      1995              1996
                                                  -----------       ------------
<S>                                               <C>               <C>         
Cable television systems                          $ 5,014,300      $  5,840,100
Vehicles, furniture and equipment,
  and leasehold improvements                          200,900           196,800
                                                  -----------       -----------
                                                    5,215,200         6,036,900
Less accumulated depreciation
  and amortization                                 (3,893,000)       (4,145,800)
                                                  -----------       -----------
                                                  $ 1,322,200       $ 1,891,100
                                                  ===========       ===========

</TABLE>




                                      F-9
<PAGE>   49

                        ENSTAR INCOME PROGRAM II-1, L.P.

                         NOTES TO FINANCIAL STATEMENTS
                                  (Continued)
                         =============================

               NOTE 4 - COMMITMENTS AND CONTINGENCIES

                       Pole rentals amounted to $15,000, $22,800 and $14,900 in
               1994, 1995 and 1996, respectively. Rentals, other than pole
               rentals, charged to operations amounted to $2,500, $7,800 and
               $7,700 in 1994, 1995 and 1996, respectively. The Partnership is
               not individually committed under any lease agreement for
               building space. A wholly-owned subsidiary of the Corporate
               General Partner (the "Manager") provides management services to
               the Partnership and has signed lease agreements for regional
               office space for which the Partnership is charged its allocable
               portion.

                       Other commitments include approximately $1,868,000 at
               December 31, 1996 to complete a rebuild of the Partnership's
               Taylorville cable system. The Partnership is also rebuilding
               portions of its other cable systems in surrounding communities at
               an estimated additional cost of approximately $592,000 in 1997 to
               complete the project.

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

               NOTE 5 - EMPLOYEE BENEFIT PLANS

                       The Partnership has a cash or deferred profit sharing
               plan (the "Profit Sharing Plan") covering 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. The
               Partnership's contribution to the Profit Sharing Plan, as
               determined by management, is discretionary but may not exceed
               15% of the annual aggregate compensation (as defined) paid to
               all participating employees. There were no contributions charged
               against operations for the Profit Sharing Plan in 1994, 1995 or
               1996.




                                      F-10
<PAGE>   50

                        ENSTAR INCOME PROGRAM II-1, L.P.

                         NOTES TO FINANCIAL STATEMENTS
                                  (Concluded)
                         =============================

               NOTE 6 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

                       The Partnership has a management and service agreement
               with the Manager for a monthly management fee of 5% of gross
               receipts, as defined, from the operations of the Partnership.
               Management fee expense was $128,700, $130,200 and $139,900
               during 1994, 1995 and 1996, respectively.

                       In addition to the monthly management fee, the
               Partnership reimburses the Manager for direct expenses incurred
               on behalf of the Partnership and for the Partnership's allocable
               share of operational costs associated with services provided by
               the Manager. All cable television properties managed by the
               Corporate General Partner and its subsidiaries are charged a
               proportionate share of these expenses. Corporate office
               allocations and district office expenses are charged to the
               properties served based primarily on the respective percentage
               of basic customers or homes passed (dwelling units within a
               system) within the designated service areas. The total amount
               charged to the Partnership for these services was $287,400,
               $235,100 and $281,500 during 1994, 1995 and 1996, respectively.

                       Certain programming services have been purchased through
               Falcon Cablevision.  In turn, Falcon Cablevision charges the
               Partnership for these costs based on an estimate of what the
               Corporate General Partner could negotiate for such programming
               services for the 15 partnerships managed by the Corporate
               General Partner as a group.  The Partnership recorded
               programming fees expense of $476,500, $504,000 and $543,200 in
               1994, 1995 and 1996, respectively. Programming fees are included
               in service costs in the statements of operations.

               NOTE 7 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                       During the years ended December 31, 1994, 1995 and 1996,
               cash paid for interest amounted to $6,100, $9,000 and $9,100,
               respectively.




                                      F-11
<PAGE>   51

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number   Description
------   -----------
<S>      <C>   
3        Second Amended and Restated Agreement of Limited Partnership of Enstar
         Income Program II-1, L.P., dated as of August 1, 1988.(3)

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

10.2     Revolving Credit and Term Loan Agreement dated February 28, 1986
         between Enstar Income Program II-1 and Rhode Island Hospital Trust
         National Bank.(2)

10.3     Franchise ordinance and related documents thereto granting a
         non-exclusive community antenna television franchise for the City of
         Taylorville, IL.(2)

10.4     Franchise ordinance and related documents thereto granting a
         non-exclusive community antenna television franchise for the City of
         Litchfield, IL.(2)

10.5     Franchise ordinance and related documents thereto granting a
         non-exclusive community antenna television franchise for the City of
         Gillespie, IL.(2)

10.6     Franchise ordinance and related documents thereto granting a
         non-exclusive community antenna television franchise for the County of
         Christian, IL.(2)

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

10.8     Amendment No. 3 to Revolving Credit and Term Loan Agreement dated
         February 28, 1986 between Enstar Income Program 1984-1 and Rhode Island
         Hospital Trust National Bank, dated October 15, 1990.(5)

10.9     A resolution of the City Council of Taylorville, Illinois extending the
         Cable Television Franchise of Enstar Income Program II-1. Passed and
         adopted January 4, 1993.(6)

10.10    Ordinance No. 92-9 of the City Council of Gillespie, Illinois
         authorizing an extension of the Cable Television Franchise between the
         City of Gillespie and Enstar Cable Corporation. Passed and approved
         November 9, 1992.(6)

10.11    Ordinance No. 2497 of the City of Taylorville, Illinois extending the
         Cable Television Franchise of Enstar Income Program II-1. Passed and
         adopted June 14, 1993.(7)

10.12    A resolution of the County Board of Christian County extending the
         Cable Television Franchise of Enstar Income Program II-1. Passed and
         adopted November 15, 1994.

10.13    A resolution of the City Council of Litchfield, Illinois extending the
         Cable Television Franchise of Enstar Income Program II-1. Passed and
         adopted December 8, 1994.

10.14    Ordinance No. 94-16 of the City of Gillespie, Illinois granting a
         non-exclusive community antenna television system franchise to Enstar
         Income Program II-1. Passed and adopted December 12, 1994.

10.15    Franchise agreement between Enstar Income Program II-1, L.P. and the
         City of Taylorville, IL.(9)

10.16    Agreement with Respect to Franchise Fees and Reimbursable Fees between
         Enstar Income Program II-1, L.P. and the City of Taylorville, IL.(9)

</TABLE>



                                      E-1
<PAGE>   52
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number   Description
------   -----------
<S>      <C>   
10.17    Franchise ordinance granting a non-exclusive community antenna
         television franchise for the City of Taylorville, IL.(9)

16.1     Report of change in accountants.(8)

21.1     Subsidiaries: None
</TABLE>

                               FOOTNOTE REFERENCES

(1)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-14508 for the fiscal year ended
         December 31, 1986.

(2)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-14508 for the fiscal year ended
         December 31, 1987.

(3)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-14508 for the fiscal year ended
         December 31, 1988.

(4)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-14508 for the fiscal year ended
         December 31, 1989.

(5)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-14508 for the fiscal year ended
         December 31, 1990.

(6)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-14508 for the fiscal year ended
         December 31, 1991.

(7)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-14508 for the quarter ended 
         September 30, 1993.

(8)      Incorporated by reference to the exhibit to the Registrant's Current
         Report on Form 8-K, File No. 0-14508 dated October 17, 1994.

(9)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0- 14508 for the quarter ended 
         September 30, 1995.



                                      E-2