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

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

                   For the Fiscal Year Ended December 31, 1999

                                       OR

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

    For the transition period from               to
                                  ---------------  ---------------

    Commission File Number 0-17687

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
                    -----------------------------------------
             (Exact name of Registrant as specified in its charter)

                 Georgia                                   58-1755230
----------------------------------------          -----------------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

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

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

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

         Units of Limited Partnership Interest                    None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
   ---  ---

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

          State the aggregate market value of the voting equity  securities held
by  non-affiliates  of the registrant - all of the registrant's  79,818 units of
limited partnership interests, its only class of equity securities,  are held by
non-affiliates.  There is no public trading market for the units,  and transfers
of units are subject to certain  restrictions;  accordingly,  the  registrant is
unable to state the market value of the units held by non-affiliates.
================================================================================

                   The Exhibit Index is located at Page E-1.

<PAGE>
                                     PART I

Item 1.           BUSINESS

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

                  Enstar  Income/Growth  Program Six-A,  L.P., a Georgia limited
partnership,  is engaged in the  ownership  and  operation  of cable  television
systems in small to  medium-sized  communities.  The  partnership  was formed on
September  23,  1987.  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").  On
November 12,  1999,  Charter  Communications  Holdings  Company,  LLC, an entity
controlled by Charter Communications,  Inc., acquired both the corporate general
partner,  as well as Falcon  Communications,  L.P.,  the  entity  that  provided
management  and  certain  other  services  to the  partnership.  Charter  is the
nation's fourth largest cable operator,  serving 6.2 million customers and files
periodic  reports with the Securities and Exchange  Commission.  Charter and its
affiliates  (principally CC VII Holdings, LLC, the successor-by-merger to Falcon
Communications,   L.P.)  now  provide  management  and  other  services  to  the
partnership. See Item 13., "Certain Relationships and Related Transactions." See
"Employees"  below. In this annual report, the terms "we" and "our" refer to the
partnership.

                  In accordance  with the partnership  agreement,  the corporate
general  partner has  implemented a plan for  liquidating  the  partnership.  In
connection with that strategy, the corporate general partner has entered into an
agreement with a cable broker to market the partnership's cable systems to third
parties.  Should the  partnership  receive  offers  from third  parties for such
assets, the corporate general partner will prepare a proxy for submission to the
limited partners for the purpose of approving or disapproving  such sale. Should
such a sale be approved, the corporate general partner will proceed to liquidate
the  partnership  following  the  settlement  of all  final  liabilities  of the
partnership. We can give no assurance, however, that we will be able to generate
a sale of the partnership's cable assets.

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

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

                                       -2-
<PAGE>
*    broadcast television signals of local network,  independent and educational
     stations
*    a limited  number of television  signals from  so-called  "super  stations"
     originating from distant cities, such as WGN
*    various satellite - delivered, non-broadcast channels, such as

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

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

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

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

                  We began our cable television  business  operations in January
1989 with the acquisition of two cable  television  systems that provide service
to customers in and around the municipalities of Dyer,  Tennessee.  During March
1989,  we expanded our cable  operations by acquiring  certain cable  television
systems providing service to customers in and around the municipalities of Flora
and Salem,  Illinois.  During  October  1989,  we  expanded  our  operations  by
acquiring a cable television system providing service to customers in and around
the communities of Farmersville and Raymond,  Illinois. As of December 31, 1999,
we served  approximately  8,600 basic subscribers.  We do not expect to make any
additional acquisitions during the remaining term of the partnership.

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

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

Business Strategy
-----------------

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

                  Adoption of rules implementing certain provisions of the Cable
Television  Consumer  Protection and Competition Act of 1992, or the "1992 Cable
Act", by the FCC has had a negative impact on our revenues and cash flow.  These
rules are subject to further amendment to give effect to the  Telecommunications
Act of 1996.  Among other changes,  the 1996  Telecommunications  Act caused the
regulation of certain cable programming service tier rates to terminate on March
31, 1999.  There can be no assurance as to what, if any,  further  action may be
taken by the FCC, Congress or any other regulatory  authority or court, or their
effect  on  our  business.   See  "Legislation  and  Regulation"  and  Item  7.,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."
                                       -3-
<PAGE>
                  Clustering

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

                  Capital Expenditures

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

                  As  discussed  in prior  reports,  we  postponed  a number  of
rebuild   and  upgrade   projects   because  of  the   uncertainty   related  to
implementation  of the 1992  Cable Act and the  negative  impact  thereof on the
partnership's  business and access to capital. As a result, our cable television
systems are significantly less technically advanced than had been expected prior
to the  implementation  of  reregulation.  The  partnership  is  party to a loan
agreement  with an affiliate  which  provides for a revolving  loan  facility of
$4,563,000.  Upon the acquisition of the corporate general partner by Charter on
November 12, 1999,  the facility was reduced to $3.6  million.  Prior to listing
our cable  television  systems for sale, we had expected to use borrowings under
the loan facility to upgrade our cable television  systems.  Our upgrade program
is  presently   estimated  to  require   aggregate   capital   expenditures   of
approximately $4.0 million. Two of our franchise areas, which together serve 63%
of the Partnership's  total customer base,  require upgrades to increase channel
capacity.  One of the upgrades is required in an existing  franchise  agreement.
The  estimated  cost to  upgrade  the  cable  system in this  franchise  area is
approximately  $2.5 million and must be  completed by June 2000.  Another of our
franchise  agreements is under  negotiation  for renewal and we believe that the
renewed  franchise  agreement  may  require us to upgrade  our cable plant at an
estimated cost of $1.5 million within 24 months.  Capital  expenditures  in 1999
were  $492,000,  including  $272,000  for  the  two  rebuild  projects.  Capital
expenditures planned for 2000 are approximately $3.3 million for the improvement
and  upgrade of plant  assets,  including  approximately  $2.5  million  for the
required upgrade. Our management expects to use borrowings under the facility in
the future to fund the upgrade of our systems. However, in the event our systems
are not sold to a third  party,  our  borrowing  capacity  and our present  cash
reserves will be insufficient to fund our entire upgrade program.  Consequently,
we would need to rely on increased  cash flow from  operations or new sources of
borrowing in order to meet our future  liquidity  requirements.  There can be no
assurance  that such cash flow  increases  can be attained,  or that  additional
future  borrowings  will be available to us on acceptable  terms.  These factors
will most likely impact any offers we receive for our cable television  systems.
As a result,  the value of our systems will be lower than that of systems  built
to a higher  technical  standard.  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  cable
television  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.
                                      -4-
<PAGE>
                  Marketing

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

                  Customer Service and Community Relations

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


                                      -5-
<PAGE>
Description of the Partnership's Systems
------------------------------------------

                  The table below sets forth certain  operating  statistics  for
the Partnership's cable systems as of December 31, 1999.

<TABLE>
<CAPTION>
                                                                       Premium                     Average Monthly
                             Homes        Basic          Basic         Service       Premium      Revenue Per Basic
System                     Passed(1)   Subscribers   Penetration(2)   Units(3)    Penetration(4)    Subscriber(5)
------                     ------      -----------   -----------      -----       -----------       ----------
<S>                       <C>           <C>            <C>            <C>           <C>               <C>
Dyer, TN                   3,750          2,331          62.2%            355         15.2%          $34.11

Flora, IL                  9,020          6,242          69.2%          1,356         21.7%          $32.55
                           -----          -----                         -----

Total                     12,770          8,573          67.1%          1,711         20.0%          $32.97
                          ======          =====                         =====
</TABLE>

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

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

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

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

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

Customer Rates and Services

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

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

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

                  At  December  31,  1999,  our  monthly  rates for basic  cable
service for residential  customers,  including certain discounted rates,  ranged
from $14.82 to $23.88 and our premium service rate was $11.95, excluding special
promotions offered  periodically in conjunction with our marketing  programs.  A
one-time  installation  fee,  which we may wholly or  partially  waive  during a

                                       -6-
<PAGE>

promotional  period,  is usually charged to new customers.  We charge commercial
customers, such as hotels, motels and hospitals, a negotiated, non-recurring fee
for  installation of service and monthly fees based upon a standard  discounting
procedure. We offer most multi-unit dwellings a negotiated bulk rate in exchange
for  single-point  billing and basic service to all units.  These rates are also
subject to regulation.

Employees
---------

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

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

                  As part of our  commitment  to  customer  service,  we seek to
apply  technological  advances  in the cable  television  industry  to our cable
television  systems on the basis of cost  effectiveness,  capital  availability,
enhancement  of  product   quality  and  service   delivery  and   industry-wide
acceptance.  Currently,  our cable  television  systems have an average  channel
capacity  of 58,  which  is 67%  utilized,  in  systems  that  serve  27% of our
customers,  and an average  channel  capacity of 38, which is 96%  utilized,  in
cable television systems that serve 73% of our customers. We believe that system
upgrades  would  enable  us  to  provide  customers  with  greater   programming
diversity,  better  picture  quality  and  alternative  communications  delivery
systems made possible by the  introduction of fiber optic  technology and by the
application   of  digital   compression.   See  "Business   Strategy  -  Capital
Expenditures,"   "Legislation   and  Regulation"  and  Item  7.,   "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

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

                  As of December 31, 1999,  approximately  63% of our  customers
were served by cable  television  systems that utilize  addressable  technology.
Addressable  technology  permits the cable  operator to activate  from a central
control  point the cable  television  services to be  delivered to a customer if
that customer has also been supplied with an addressable converter box. To date,
we have  supplied  addressable  converter  boxes  to  customers  of the  systems
utilizing  addressable  technology who subscribe to one or more premium services
and, in selected  systems,  to  customers  who  subscribe to certain new product
tiers.  As a result,  if the  system  utilizes  addressable  technology  and the
customer has been supplied with an addressable  converter box, we can upgrade or
downgrade  services  immediately,  without the delay or expense  associated with
dispatching a technician to the home.  Addressable  technology  also reduces pay
service  theft,  is an  effective  enforcement  tool  in  collecting  delinquent
payments and allows us to offer pay-per-view  services.  See "Customer Rates and
Services."

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

                  We have been closely  monitoring  developments  in the area of
digital  compression,  a technology that enables cable operators to increase the
channel  capacity of cable  television  systems by  permitting  a  significantly
increased number of video signals to fit in a cable television system's existing
bandwidth. Depending on the technical characteristics of the existing system, we

                                       -7-
<PAGE>
believe that the utilization of digital  compression  technology will enable our
cable television systems to increase channel capacity in a manner that could, in
the short term, be more cost efficient  than  rebuilding  such cable  television
systems with higher capacity distribution plant. However, we believe that unless
the  cable  television   system  has  sufficient  unused  channel  capacity  and
bandwidth, the use of digital compression to increase channel offerings is not a
substitute for the rebuild of the cable  television  system,  which will improve
picture quality,  system reliability and quality of service.  The use of digital
compression  will expand the number and types of services these cable television
systems offer and enhance the development of current and future revenue sources.
This technology has been under frequent management review.

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

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

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

Franchises
----------

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

                  As of  December  31,  1999,  we operated  cable  systems in 16
franchise areas. These franchises,  all of which are non-exclusive,  provide for
the payment of fees to the issuing  authority.  Annual franchise fees imposed on
our systems range up to 5% of the gross revenues generated by a system. The 1984
Cable Act prohibits  franchising  authorities  from imposing  franchise  fees in
excess of 5% of gross  revenues and also  permits the cable  system  operator to
seek  renegotiation  and modification of franchise  requirements if warranted by
changed circumstances.

                                      -8-
<PAGE>
                  The  following  table  groups  the  franchises  of  our  cable
television  systems by date of expiration  and presents the number of franchises
for each group of franchises and the approximate  number and percentage of basic
subscribers for each group as of December 31, 1999.

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

Prior to 2000                   7             2,758            32.2%
2000 - 2004                     5             4,286            50.0%
2005 and after                  4             1,045            12.2%
                                -             -----            ----

Total                          16             8,089            94.4%
                               ==             =====            ====


                  As of December 31, 1999, the franchise agreements have expired
in seven of our  franchise  areas  where we serve 2,758  basic  subscribers.  We
continue to serve these  customers  while we are in  negotiations  to extend the
franchise  agreements  and  continue  to pay  franchise  fees  to the  franchise
authorities.   We  operate  cable   television   systems  which  serve  multiple
communities  and, in some  circumstances,  portions of such systems  extend into
jurisdictions for which we believe no franchise is necessary.  In the aggregate,
approximately 484 customers, comprising approximately 5.6% of our 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 our clustering  strategy.  We have never had a franchise revoked for
any of our systems and we believe that we have satisfactory  relationships  with
substantially all of our franchising authorities.

                  The 1984  Cable  Act  provides,  among  other  things,  for an
orderly  franchise  renewal  process  in  which  franchise  renewal  will not be
unreasonably  withheld  or, if renewal is denied and the  franchising  authority
acquires  ownership of the system or effects a transfer of the system to another
person,  the operator  generally is entitled to the "fair market  value" for the
system  covered  by  such  franchise,  but no  value  may be  attributed  to the
franchise itself. In addition,  the 1984 Cable Act, as amended by the 1992 Cable
Act,  establishes   comprehensive  renewal  procedures  which  require  that  an
incumbent  franchisee's renewal application be assessed on its own merit and not
as part of a comparative process with competing  applications.  See "Legislation
and Regulation."

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

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

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

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

                  Key competitors today include:

                  BROADCAST TELEVISION.  Cable television has long competed with
broadcast  television,  which consists of television  signals that the viewer is
able to receive  without charge using an "off-air"  antenna.  The extent of such


                                       -9-

<PAGE>


competition  is dependent  upon the quality and  quantity of  broadcast  signals
available through "off-air"  reception  compared to the services provided by the
local cable  system.  The recent  licensing of digital  spectrum by the FCC will
provide  incumbent   television  licenses  with  the  ability  to  deliver  high
definition television pictures and multiple  digital-quality program streams, as
well as advanced digital services such as subscription video.

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

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

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

                                      -10-

<PAGE>

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

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

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

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

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

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

                                      -11-

<PAGE>

                            LEGISLATION AND REGULATION


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

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

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

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

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

                  As  of  December  31,  1999,  approximately  6% of  our  local
franchising  authorities  were certified to regulate basic tier rates.  The 1992
Cable Act permits communities to certify and regulate rates at any time, so that
it is possible that  additional  localities  served by the systems may choose to
certify and regulate rates in the future.

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

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

                                      -12-

<PAGE>

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

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

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

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

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

                                      -13-

<PAGE>

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

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

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

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

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

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

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

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

                                      -14-

<PAGE>

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

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

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

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

                                      -15-

<PAGE>


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

*      equal employment opportunity,

*      subscriber privacy,

*      programming practices, including, among other things,

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

         (2) network program nonduplication,

         (3) local sports blackouts,

         (4) indecent programming,

         (5) lottery programming,

         (6) political programming,

         (7) sponsorship identification,

         (8) children's programming advertisements, and

         (9) closed captioning,

*      registration of cable systems and facilities licensing,

*      maintenance of various records and public inspection files,

*      aeronautical frequency usage,

*      lockbox availability,

*      antenna structure notification,

*      tower marking and lighting,

*      consumer protection and customer service standards,

*      technical standards,

*      consumer electronics equipment compatibility, and

*      emergency alert systems.

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

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

                                      -16-

<PAGE>

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

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

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

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

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

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

                                      -17-

<PAGE>


Item 2.           PROPERTIES

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

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

Item 3.           LEGAL PROCEEDINGS

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

                  In the state of  Illinois,  customers  have  filed a  punitive
class action  lawsuit on behalf of all persons  residing in the state who are or
were customers of the partnership's cable television service,  and who have been
charged a fee for delinquent  payment of their cable bill. The action challenges
the legality of the processing fee and seeks  declaratory  judgment,  injunctive
relief and  unspecified  damages.  At present,  the  partnership  is not able to
project the outcome of the action.  Approximately 73% of the partnership's basic
subscribers reside in Illinois where the claim was filed.

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

                  None.

                                      -18-
<PAGE>

                                     PART II

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

Liquidity
---------

                  While our equity securities, which consist of units of limited
partnership interests, are publicly held, there is no established public trading
market  for the units  and we do not  expect  that a market  will  develop.  The
approximate number of equity security holders of record was 1,939 as of December
31, 1999. In addition to restrictions on the  transferability of units contained
in our partnership  agreement,  the  transferability of units may be affected by
restrictions on resales imposed by federal or state law.

                  Pursuant to documents  filed with the  Securities and Exchange
Commission on April 21, 1999,  Madison Liquidity  Investors 104, LLC ("Madison")
initiated a tender offer to purchase up to approximately 8.6% of the outstanding
units for $50 per unit. On May 5, 1999, we filed a  Recommendation  Statement on
Schedule  14D-9  and  distributed  a letter  to  unitholders  recommending  that
unitholders reject Madison's offer.

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

                  The amended partnership  agreement generally provides that all
cash flow be  distributed  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.  The partnership  agreement also
provides that all partnership  operating profits be allocated to the partners in
the same  proportion  as cash flow  distributions  are made.  After the  limited
partners have received cash flow equal to their initial investment,  the general
partners  will  receive a 1%  distribution  of proceeds  from a  disposition  or
refinancing  of a system  until the  limited  partners  have  received an annual
simple  interest  return  of at least 8% of their  initial  investment  less any
distributions from previous dispositions or refinancing of systems.  Thereafter,
proceeds from a disposition or refinancing of a system shall be distributed  80%
to the limited partners and 20% to the general partners. Gains from dispositions
of systems  are first  allocated  in the same manner as the  proceeds  from such
dispositions.  This occurs until the  dispositions  result in the aggregate fair
market value of the partnership's  remaining  system(s) being less than or equal
to 50% of the aggregate  contributions  to the capital of the partnership by the
partners. Once this level of dispositions has occurred, gain is allocated to the
partners so that distributions upon liquidation of the partnership in accordance
with capital account balances will result in the same amounts being  distributed
to the  partners  as if  distributions  were made in the same manner as they are
prior to a liquidation.

                  Any losses,  whether  resulting from operations or the sale or
disposition of a system, are allocated 99% to the limited partners and 1% to the
general partners until the limited  partners' capital account balances are equal
to or less than zero.  Thereafter,  all losses are  allocated  to the  corporate
general partner.

                  Upon dissolution of the partnership,  distributions  are to be
made to the partners in  accordance  with their  capital  account  balances.  No
partners other than general  partners shall be obligated to restore any negative
capital  account  balance  existing  upon  dissolution  of  a  partnership.  All
allocations  to individual  limited  partners will be based on their  respective
limited partnership ownership interests.

                  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  monthly  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 month to
month depending upon the  partnership's  results of operations and the corporate
general partners'  determination of whether otherwise available funds are needed
for the partnership's ongoing working capital and liquidity requirements.

                  We began making periodic cash distributions from operations in
January 1989 and discontinued  distributions in May 1993. No distributions  were
made in 1997, 1998 and 1999.

                                      -19-
<PAGE>

                  Our  ability  to  pay  distributions,   the  actual  level  of
distributions  and the  continuance of  distributions,  if any, will depend on a
number of factors, including: the amount of cash flow from operations, projected
capital expenditures, provision for contingent liabilities, availability of bank
financing, regulatory or legislative developments governing the cable television
industry, and growth in customers. Some of these factors are beyond our control,
and  consequently,  we cannot make  assurance  regarding  the level or timing of
future  distributions,  if any.  The  Partnership's  present  Facility  does not
restrict  the payment of  distributions  to partners  unless an event of default
exists  thereunder  or the  Partnership's  ratio of debt to cash flow is greater
than 4 to 1. However, as a result of the Partnership's  pending rebuild program,
management  has concluded  that it is not prudent for the  Partnership to resume
paying distributions at this time.


                                      -20-
<PAGE>

Item 6.           SELECTED FINANCIAL DATA

                  Set forth below is selected  financial data of the partnership
for the five  years  ended  December  31,  1999.  This  data  should  be read in
conjunction  with the  partnership's  financial  statements  included  in Item 8
hereof and  "Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations" included in Item 7.

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                 ---------------------------------------------------------------------------------
 OPERATIONS  STATEMENT DATA                          1995             1996             1997             1998             1999
                                                 -------------    --------------   --------------    -------------    -------------

  <S>                                           <C>              <C>              <C>              <C>              <C>
   Revenues                                    $    3,267,000   $    3,510,700    $   3,644,700    $    3,630,300   $    3,463,300
   Costs and expenses                              (1,976,300)      (2,061,600)      (2,266,500)       (2,081,100)      (2,056,600)
   Depreciation and amortization                   (1,815,600)      (1,618,000)        (888,900)         (837,900)      (1,025,300)
                                                 -------------    --------------   --------------    -------------    -------------
   Operating income (loss)                           (524,900)        (168,900)         489,300           711,300          381,400
   Interest expense                                  (361,200)        (295,200)        (252,300)         (214,900)        (149,900)
   Interest income                                     23,700           12,600           18,300            31,000           22,700
   Gain (loss) on sale of cable assets                   -              (1,000)             100               500             -
                                                 -------------    --------------   --------------    -------------    -------------
   Net income (loss)                           $     (862,400)  $     (452,500)   $     255,400    $      527,900   $      254,200
                                                 =============    ==============   ==============    =============    =============

Per unit of limited
  partnership interest:
    Net income (loss)                          $       (10.70)  $        (5.61)   $        3.17    $         6.55   $         3.15
                                                 =============    ==============   ==============    =============    =============

OTHER OPERATING DATA
   Net cash provided by operating activities   $    1,044,800   $    1,109,200    $   1,275,200    $    1,204,900   $    1,166,400
   Net cash used in investing activities             (830,300)        (240,600)        (157,000)         (239,300)        (536,800)
   Net cash used in financing activities             (617,900)        (875,000)        (628,200)       (1,083,000)        (495,700)
   EBITDA (1)                                       1,290,700        1,449,100        1,378,200         1,549,200        1,406,700
   EBITDA to revenues                                   39.5%            41.3%            37.8%             42.7%            40.6%
   Total debt to EBITDA                                  3.2x             2.2x             1.8x             0.87x            0.75x
   Capital expenditures                        $      806,300   $      246,000    $     123,800    $      215,200   $      492,400

                                                                                As of December 31,
                                                 ----------------------------------------------------------------------------------
BALANCE SHEET DATA                                   1995             1996             1997              1998             1999
                                                 -------------    --------------   --------------    -------------    -------------
   Total assets                                $    6,957,300   $    5,657,200    $   5,359,000    $    4,638,800   $    4,365,400
   Total debt                                       4,125,000        3,125,000        2,500,000         1,350,000        1,050,000
   General partners' deficit                         (141,800)        (146,300)        (143,700)         (138,400)        (135,900)
   Limited partners' capital                        2,230,500        1,782,500        2,035,300         2,557,900        2,809,600

----------
</TABLE>
      (1) EBITDA is  calculated  as operating  income  before  depreciation  and
amortization.  Based on our  experience  in the cable  television  industry,  we
believe  that  EBITDA  and  related  measures  of cash flow  serve as  important
financial analysis tools for measuring and comparing cable television  companies
in several areas,  such as liquidity,  operating  performance  and leverage.  In
addition,  the covenants in the primary debt  instrument of the  partnership use
EBITDA-derived calculations as a measure of financial performance. EBITDA is not
a measurement determined under generally accepted accounting principles ("GAAP")
and does not represent cash  generated  from operating  activities in accordance
with GAAP. You should not consider  EBITDA as an alternative to net income as an
indicator of our financial  performance  or as an alternative to cash flows as a
measure of liquidity. In addition, our definition of EBITDA may not be identical
to similarly titled measures used by other companies.

                                      -21-
<PAGE>
Item 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

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

                  The  1992  Cable  Act  required  the  Federal   Communications
Commission to, among other things,  implement extensive  regulation of the rates
charged by cable  television  systems for basic and  programming  service tiers,
installation,  and customer premises  equipment  leasing.  Compliance with those
rate  regulations  has had a negative  impact on our revenues and cash flow. The
1996 Telecommunications Act substantially changed the competitive and regulatory
environment for cable television and telecommunications service providers. Among
other  changes,  the 1996  Telecommunications  Act ended the regulation of cable
programming  service tier rates on March 31, 1999.  There can be no assurance as
to what, if any,  further action may be taken by the FCC,  Congress or any other
regulatory authority or court, or their effect on our business. Accordingly, our
historical  financial results as described below are not necessarily  indicative
of future performance.

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

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

                  1999 Compared to 1998

                  Our revenues  decreased from  $3,630,300 to $3,463,300,  or by
4.6%,  for the year ended December 31, 1999 as compared to 1998. Of the $167,000
decrease,  $190,900  was due to  decreases  in the number of  subscriptions  for
basic,  premium,  tier and  equipment  rental  services  and  $41,500 was due to
decreases in other revenue  producing  items.  These  decreases  were  partially
offset by a $65,400 increase in regulated service rates that were implemented by
us  in  1999.  As of  December  31,  1999,  we  had  approximately  8,700  basic
subscribers and 1,700 premium service units.

                  Our service costs increased from $1,125,800 to $1,126,300,  or
by less than 1.0%,  for the year ended  December  31,  1999 as compared to 1998.
Service costs represent costs directly  attributable to providing cable services
to customers. The increase was primarily due to higher personnel costs.

                  Our  general  and   administrative   expenses  increased  from
$432,800  to  $474,800,  or by 9.7%,  for the year ended  December  31,  1999 as
compared  to  1998,  primarily  due  to  increases  in  insurance  premiums  and
professional fees, including legal and audit fees.

                  Management  fees  and  reimbursed   expenses   decreased  from
$522,500  to  $455,500,  or by 12.8%,  for the year ended  December  31, 1999 as
compared to 1998.  Management  fees  decreased  in direct  relation to decreased
revenues as described above.  Reimbursed  expenses decreased  principally due to
lower allocated personnel costs.

                  Our  depreciation  and  amortization  expense  increased  from
$837,900 to  $1,025,300,  or by 22.4%,  for the year ended  December 31, 1999 as
compared to 1998, due to the depreciation of plant asset additions.

                  Our operating income  decreased from $711,300 to $381,400,  or
46.4%,  for the year ended  December 31, 1999 as compared to 1998, due primarily
to decreased revenues and increases in insurance premiums, professional fees and
depreciation and amortization as described above.

                  Our interest expense  decreased from $214,900 to $149,900,  or
by 30.2%,  for the year ended  December  31, 1999 as compared to 1998,  due to a
decrease in average outstanding borrowings during 1999.

                                      -22-
<PAGE>

                  Our interest income  decreased from $31,000 to $22,700,  or by
26.8%,  for the year ended  December 31, 1999 as compared to 1998,  due to lower
average cash balances available for investment in 1999.

                  Due to the factors  described  above, our net income decreased
from $527,900 to $254,200,  or by 51.8%, for the year ended December 31, 1999 as
compared to 1998.

                  EBITDA is calculated as operating  income before  depreciation
and  amortization.  See footnote 1 to  "Selected  Financial  Data."  EBITDA as a
percentage of revenues  decreased  from 42.7% during 1998 to 40.6% in 1999.  The
decrease  was   primarily   caused  by  increases  in  insurance   premiums  and
professional  fees. EBITDA decreased from $1,549,200 to $1,406,700,  or by 9.2%,
in 1999 compared to 1998.

                  1998 Compared to 1997

                  Our revenues  decreased from  $3,644,700 to $3,630,300,  or by
less than 1.0%, for the year ended December 31, 1998 as compared to 1997. Of the
$14,400  decrease,  $170,300 was due to decreases in the number of subscriptions
for basic,  premium,  tier and equipment rental  services.  These decreases were
partially  offset by a $155,200  increase in regulated  service  rates that were
implemented  by us in 1997,  and by a $700 increase in other  revenue  producing
items. As of December 31, 1998, we had approximately 8,900 basic subscribers and
2,000 premium service units.

                  Our service costs decreased from $1,245,300 to $1,125,800,  or
by 9.6%, for the year ended December 31, 1998 as compared to 1997. Service costs
represent costs directly  attributable to providing cable services to customers.
The decrease was primarily due to lower copyright fees.

                  Our  general  and   administrative   expenses  decreased  from
$496,000  to  $432,800,  or by 12.7%,  for the year ended  December  31, 1998 as
compared to 1997,  primarily  due to  decreases  in  insurance  costs,  customer
billing expenses and professional fees, including legal and audit fees.

                  Management  fees  and  reimbursed   expenses   decreased  from
$525,200 to $522,500, or by less than 1.0%, for the year ended December 31, 1998
as compared to 1997.  Management  fees decreased in direct relation to decreased
revenues as described above.  Reimbursed  expenses decreased  principally due to
lower allocated personnel costs.

                  Our  depreciation  and  amortization  expense  decreased  from
$888,900  to  $837,900,  or by 5.7%,  for the year ended  December  31,  1998 as
compared to 1997, due to the effect of certain  intangible assets becoming fully
amortized.

                  Our operating income  increased from $489,300 to $711,300,  or
45.4%,  for the year ended  December 31, 1998 as compared to 1997, due primarily
to decreases in copyright fees and  depreciation  and  amortization as described
above.

                  Our interest expense  decreased from $252,300 to $214,900,  or
by 14.8%,  for the year ended  December  31, 1998 as compared to 1997,  due to a
decrease in average borrowings during 1998.

                  Our interest income  increased from $18,300 to $31,000,  or by
69.4%,  for the year ended  December 31, 1998 as compared to 1997, due to higher
average cash balances available for investment in 1998.

                  Due to the factors  described  above, our net income increased
from  $255,400 to $527,900  for the year ended  December 31, 1998 as compared to
1997.

                  EBITDA is calculated as operating  income before  depreciation
and  amortization.  See footnote 1 to  "Selected  Financial  Data."  EBITDA as a
percentage of revenues  increased  from 37.8% during 1997 to 42.7% in 1998.  The
increase was  primarily  caused by decreases  in  copyright  fees and  insurance
expense.  EBITDA  increased  from  $1,378,200 to $1,549,200,  or by 12.4%,  as a
result.
                                      -23-
<PAGE>

                  Distributions to Partners

                  As provided in our  agreement,  distributions  to partners are
funded from operating income before depreciation and amortization, if any, after
providing for working capital and other liquidity  requirements,  including debt
service  and  capital  expenditures  not  otherwise  funded  by  borrowings.  No
distributions  were paid in 1997,  1998 or in 1999.  Our loan  facility does not
restrict  the payment of  distributions  to partners  unless an event of default
exists  thereunder  or our  ratio of debt to cash flow is  greater  than 4 to 1.
However,  as a result of our pending upgrade  program,  management has concluded
that it is not prudent for us to resume paying distributions at this time.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

                  Our primary  objective,  having invested net offering proceeds
in cable television systems, is to distribute to our partners all available cash
flow from operations and proceeds from the sale of cable systems,  if any, after
providing for expenses, debt service and capital requirements. In general, these
capital requirements involve expansion,  improvement and upgrade of our existing
cable  systems.  Our  capital  expenditures  were  $492,400  in 1999,  including
$272,000 for rebuild activity discussed below.

                  In accordance  with the partnership  agreement,  the corporate
general  partner has  implemented a plan for  liquidating  the  partnership.  In
connection with that strategy, the corporate general partner has entered into an
agreement with a cable broker to market the partnership's cable systems to third
parties.  Should the  partnership  receive  offers  from third  parties for such
assets, the corporate general partner will prepare a proxy for submission to the
limited partners for the purpose of approving or disapproving  such sale. Should
such a sale be approved, the corporate general partner will proceed to liquidate
the  partnership  following  the  settlement  of all  final  liabilities  of the
partnership. We can give no assurance, however, that we will be able to generate
a sale of the partnership's cable assets.

                  Two of the partnership's franchise areas, which together serve
63% of the  partnership's  total  customer  base,  require  upgrades to increase
channel  capacity.  One of the  upgrades is  required  in an existing  franchise
agreement. The estimated cost to upgrade the cable system in this franchise area
is approximately $2.5 million and must be completed by June 2000. Another of the
partnership's  franchise  agreements  is under  negotiation  for renewal and the
partnership  believes  that the  renewed  franchise  agreement  may  require the
partnership  to upgrade its cable  plant at an  estimated  cost of $1.5  million
within 24 months.  The full upgrade  program is  estimated to require  aggregate
capital  expenditures of approximately $4.0 million. In addition to the required
upgrades described above,  capital  expenditures  budgeted for 2000 are $802,700
for the upgrade of other assets and to extend the partnership's cable plant into
new service areas.

                  We are party to a loan agreement with Enstar Finance  Company,
LLC, a subsidiary of the corporate general partner.  The loan agreement provides
for a  revolving  loan  facility  of  $4,563,000.  We  prepaid  $300,000  of our
outstanding   borrowings   under  the  facility  during  1999  such  that  total
outstanding  borrowings  were  $1,050,000  at December 31, 1999. On November 12,
1999, in connection  with the sale of the corporate  general partner to Charter,
the facility was reduced to $3.6 million. We expect to increase borrowings under
the  facility  in the  future  to fund  the  upgrade  of our  systems.  However,
borrowing  capacity and our present cash reserves will be  insufficient  to fund
our entire upgrade program.  Consequently,  if our systems are not sold, we will
need to rely on increased cash flow from  operations or new sources of financing
in order to meet our future  liquidity  requirements.  There can be no assurance
that  such  cash flow  increases  can be  attained,  or that  additional  future
financing  will be available to us on  acceptable  terms.  If we are not able to
attain such cash flow  increases,  or obtain new sources of borrowings,  we will
not be able to complete our full upgrade program.  As a result, the value of our
systems  will be lower  than  that of  systems  rebuilt  to a  higher  technical
standard.

                  Our loan  facility  matures on August 31, 2001,  at which time
all amounts then  outstanding  are due in full.  Borrowings bear interest at the
lender's  base rate (8.5% at December 31,  1999) plus 0.625%,  or at an offshore
rate plus 1.875%. Under certain circumstances, we are required to make mandatory

                                      -24-
<PAGE>

prepayments,  which  permanently  reduce the maximum  commitment  under the loan
facility. The loan facility contains certain financial tests and other covenants
including,   among  others,   restrictions   on   incurrence  of   indebtedness,
investments,  sales of assets,  acquisitions and other  covenants,  defaults and
conditions.  We believe that we are in compliance with the covenants at December
31, 1999.  The loan facility does not restrict the payment of  distributions  to
partners  unless an event of default  exists  thereunder or our ratio of debt to
cash flow is greater than 4 to 1. However,  due to the upgrade program discussed
above,  the corporate  general partner  believes it is critical to conserve cash
and borrowing  capacity and,  consequently,  has concluded  that it would not be
prudent for the partnership to resume paying distributions at this time.

                  The  corporate   general  partner   contributed  its  $269,300
receivable balance from us for past due management fees and reimbursed  expenses
as an equity contribution to Enstar Finance Company LLC. This balance remains an
outstanding obligation of ours.

                  Beginning  in  August  1997,  the  corporate  general  partner
elected to self-insure our cable distribution  plant and subscriber  connections
against  property damage as well as possible  business  interruptions  caused by
such damage.  The decision to self-insure was made due to significant  increases
in the cost of  insurance  coverage  and  decreases  in the amount of  insurance
coverage available.

                  In October 1998, Falcon Communications,  L.P. reinstated third
party insurance  coverage for all of the cable  television  properties  owned or
managed  by it to  cover  damage  to cable  distribution  plant  and  subscriber
connections and against business interruptions  resulting from such damage. This
coverage is subject to a significant  annual  deductible which applies to all of
the  cable   television   properties   formerly   owned  or  managed  by  Falcon
Communications,  L.P.  through  November  12,  1999,  and  currently  managed by
Charter, including those of the partnership.

                  Approximately 73% of the Partnership's  subscribers are served
by its system in Flora, Illinois and neighboring communities. Significant damage
to the system due to seasonal  weather  conditions  or other events could have a
material  adverse  effect on the  Partnership's  liquidity  and cash flows.  The
Partnership  continues to purchase  insurance coverage in amounts its management
views as appropriate for all other  property,  liability,  automobile,  workers'
compensation and other types of insurable risks.

                  We  have  not   experienced   any  system  failures  or  other
disruptions  caused by Year 2000 problems since January 1, 2000 through the date
of this  report,  and do not  anticipate  that we will  encounter  any Year 2000
problems going forward. We spent approximately  $55,200 in the fourth quarter of
1999 to complete our preparation for the arrival of January 1, 2000 with respect
to the Year 2000 date change. Such costs will not be incurred in the future.

                  1999 vs. 1998

                  Our operating  activities  provided  $38,500 less cash in 1999
than in 1998. Changes in receivables and prepaid expenses used $88,400 more cash
in 1999 than in 1998, primarily due to the payment of prepaid expenses.  We used
$135,600  less  cash  to pay  amounts  owed  to  third  party  creditors  due to
differences in the timing of payments.

                  We used  $297,500  more cash in investing  activities  in 1999
than in the prior  year due to an  increase  of  $277,200  in  expenditures  for
tangible  assets and $19,800 for intangible  assets.  Financing  activities used
$587,300  less cash during 1999 than in 1998. We used $850,000 less cash for the
repayment  of debt  and  used  $265,100  more  cash to pay  amounts  owed to the
corporate  general partner and other affiliates due to differences in the timing
of  payments.  We used  $2,400 less cash in 1999 than in 1998 for the payment of
deferred loan costs related to our loan facility.

                  1998 vs. 1997

                  Our operating  activities  provided  $70,300 more cash in 1998
than in 1997. Changes in receivables and prepaid expenses provided $104,600 less
cash in 1998 than in 1997, primarily due to timing differences in the collection
of  subscriber  receivables  and in the  payment  of prepaid  expenses.  We used
$173,200  more  cash  to pay  amounts  owed  to  third  party  creditors  due to
differences in the timing of payments.

                                      -25-
<PAGE>

                  We used $82,300 more cash in investing activities in 1998 than
in the prior year due to an increase  of $91,400 in  expenditures  for  tangible
assets,  partially offset by a decrease of $8,700 in expenditures for intangible
assets.  Financing  activities used $454,800 more cash during 1998 than in 1997.
We used $525,000 more cash for the repayment of debt, net of new borrowings, and
$3,700 more cash to pay amounts owed to the corporate  general partner and other
affiliates due to  differences  in the timing of payments.  We used $66,500 less
cash in 1998 than in 1997 for the payment of deferred  loan costs related to our
loan facility.

INFLATION
---------

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

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

                  We are exposed to financial market risks, including changes in
interest rates from our long-term debt arrangements. Under our current policies,
we do not use  interest  rate  derivative  instruments  to  manage  exposure  to
interest  rate changes.  An increase in interest  rates of 1% in 1999 would have
increased  our  interest  expense  for  the  year  ended  December  31,  1999 by
approximately $21,000 with a corresponding decrease to our net income.

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

                  None.

                                      -26-
<PAGE>
                                    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  was  originally   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, 1999 the corporate general partner managed cable television systems
with approximately 81,100 basic subscribers.

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

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

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

Mary Pat Blake                Senior Vice President - Marketing and Programming

Eric A. Freesmeier            Senior Vice President - Administration

Thomas R. Jokerst             Senior Vice President - Advanced Technology Development

Kent D. Kalkwarf              Senior Vice President and Chief Financial Officer

Ralph G. Kelly                Senior Vice President - Treasurer

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

John C. Pietri                Senior Vice President - Engineering

Michael E. Riddle             Senior Vice President and Chief Information Officer

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

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

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

</TABLE>

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

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

                                      -27-

<PAGE>

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

MARY PAT BLAKE, 44 Senior Vice President - Marketing and  Programming.  Prior to
joining Charter Communications Investment, Inc. in 1995, Ms. Blake was active in
the emerging business sector and formed Blake Investments, Inc. in 1993. She has
18 years of experience  with senior  management  responsibilities  in marketing,
sales, finance, systems, and general management.  Ms. Blake received a B.S. from
the University of Minnesota and an M.B.A. from the Harvard Business School.

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

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

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

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

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

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

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

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

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

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

                                      -28-

<PAGE>

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

Item 11.          EXECUTIVE COMPENSATION

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

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

                  For the fiscal year ended  December  31,  1999,  Enstar  Cable
charged us management fees of approximately  $173,200 and reimbursed expenses of
$282,300.  We  also  reimbursed  affiliates  approximately  $20,900  for  system
operating management services. In addition,  programming services were purchased
through  Falcon  Communications,  L.P.  and,  subsequent  to November  12, 1999,
through  Charter.  We  paid  Falcon  Communications  and  Charter  approximately
$802,800 for these programming services for fiscal year 1999.

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


<TABLE>
<CAPTION>
                                                Name and Address                     Amount and Nature of         Percent
        Title of Class                         of Beneficial Owner                   Beneficial Ownership         of Class
--------------------------------     ----------------------------------------     ---------------------------    -----------
<S>                                  <C>                                                   <C>                      <C>
Units of Limited Partnership             Everest Cable Investors LLC                       4,726(1)                 5.9%
   Interest                              199 South Los Robles Ave., Suite 440
                                         Pasadena, CA  91101

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

                                      -29-
<PAGE>

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

Item 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

                  The partnership  agreement  provides that the general partners
will be indemnified by the  Partnership  for acts performed  within the scope of
their  authority  under the  partnership  agreement if the general  partners (i)
acted in good faith and in a manner that it reasonably believed to be in, or not
opposed to, the best interests of the Partnership and the partners, and (ii) had
no reasonable grounds to believe that their conduct was negligent.  In addition,
the partnership  agreement provides that the General Partners will not be liable
to the Partnership or its limited  partners for errors in judgment or other acts
or omissions  not  amounting to negligence  or  misconduct.  Therefore,  limited
partners  will have a more  limited  right of action than they would have absent
such provisions.  In addition, the Partnership maintains,  at its expense and in
such  reasonable  amounts as the corporate  general partner shall  determine,  a
liability insurance policy which insures

                                      -30-
<PAGE>

the corporate  general  partner,  Charter and its  affiliates  (which include CC
VII),  officers and  directors and persons  determined by the corporate  general
partner,  against  liabilities  which they may incur with respect to claims made
against them for wrongful or allegedly wrongful acts,  including certain errors,
misstatements, misleading statements, omissions, neglect or breaches of duty. To
the extent that the exculpatory  provisions  purport to include  indemnification
for  liabilities  arising under the Securities Act of 1933, it is the opinion of
the Securities and Exchange Commission that such  indemnification is contrary to
public policy and therefore unenforceable.


                                      -31-
<PAGE>



                                     PART IV

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


(a)           1.  Financial Statements

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



(a)           2.  Financial Statement Schedules

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



(a)           3.  Exhibits

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



(b)               Reports on Form 8-K

                  None.



                                      -32-
<PAGE>


                                   SIGNATURES

                  Pursuant  to the  requirements  of Section 13 or 15 (d) of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned,  thereunto duly authorized, on March
30, 2000.

                                       ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                                       By:   Enstar Communications Corporation,
                                             General Partner

                                             By: /s/  Jerald L. Kent
                                                 ---------------------
                                                 Jerald L. Kent

                                                 Director, President and
                                                   Chief Executive Officer

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

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

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

</TABLE>

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

                                      -33-





<PAGE>
                          INDEX TO FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

Report of Independent Auditors                                              F-2

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

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

    Statements of Operations                                                F-4

    Statements of Partnership Capital (Deficit)                             F-5

    Statements of Cash Flows                                                F-6

Notes to Financial Statements                                               F-7


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

                                      F-1
<PAGE>








                         REPORT OF INDEPENDENT AUDITORS




Partners
Enstar Income/Growth Program Six-A, L.P.  (A Georgia Limited Partnership)


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

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

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





                                     /s/ ERNST & YOUNG LLP




Los Angeles, California
March 24, 2000

                                      F-2

<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                                 BALANCE SHEETS

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




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

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

ASSETS:

  <S>                                                                             <C>                 <C>
   Cash and cash equivalents                                                      $         542,000         $    675,900

   Accounts receivable, less allowance of $6,000 and
     $2,300 for possible losses                                                              34,400               46,500

   Prepaid expenses and other assets                                                         33,700              119,900

   Property, plant and equipment, less accumulated
     depreciation and amortization                                                        3,048,800            2,767,600

   Franchise cost, net of accumulated
     amortization of $2,622,600 and $2,871,500                                              927,400              722,900

   Deferred loan costs and other deferred charges, net                                       52,500               32,600
                                                                                    -----------------    ----------------

                                                                                  $       4,638,800        $   4,365,400
                                                                                    =================    ================

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

LIABILITIES:
   Accounts payable                                                               $         292,700   $          260,800
   Due to affiliates                                                                        576,600              380,900
   Note payable - affiliate                                                               1,350,000            1,050,000
                                                                                    -----------------    ----------------

TOTAL LIABILITIES                                                                         2,219,300            1,691,700
                                                                                    -----------------    ----------------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                                        (138,400)            (135,900)
   Limited partners                                                                       2,557,900            2,809,600
                                                                                    -----------------    ----------------

TOTAL PARTNERSHIP CAPITAL                                                                 2,419,500            2,673,700
                                                                                    -----------------    ----------------

                                                                                  $       4,638,800   $        4,365,400
                                                                                    =================    ================


</TABLE>
                 See accompanying notes to financial statements.

                                       F-3
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                            STATEMENTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                                   --------------------------------------------------------
                                                                         1997                1998                1999
                                                                   ----------------    ----------------    ----------------
                  :
  <S>                                                                <C>              <C>              <C>
REVENUES                                                        $        3,644,700  $        3,630,300  $        3,463,300
                                                                   ----------------    ----------------    ----------------

OPERATING EXPENSES:
   Service costs                                                         1,245,300           1,125,800           1,126,300
   General and administrative expenses                                     496,000             432,800             474,800
   General Partner management fees
     and reimbursed expenses                                               525,200             522,500             455,500
   Depreciation and amortization                                           888,900             837,900           1,025,300
                                                                   ----------------    ----------------    ----------------

                                                                         3,155,400           2,919,000           3,081,900
                                                                   ----------------    ----------------    ----------------

     Operating income                                                      489,300             711,300             381,400
                                                                   ----------------    ----------------    ----------------


OTHER INCOME (EXPENSE):
   Interest expense                                                       (252,300)           (214,900)           (149,900)
   Interest income                                                          18,300              31,000              22,700
   Gain on sale of cable assets                                                100                 500                -
                                                                   ----------------    ----------------    ----------------

                                                                          (233,900)           (183,400)           (127,200)
                                                                   ----------------    ----------------    ----------------

NET INCOME                                                      $          255,400  $          527,900  $          254,200
                                                                   ================    ================    ================

Net income allocated to General Partners                        $            2,600  $            5,300  $            2,500
                                                                   ================    ================    ================

Net income allocated to Limited Partners                        $          252,800  $          522,600  $          251,700
                                                                   ================    ================    ================

NET INCOME PER UNIT OF LIMITED
  PARTNERSHIP INTEREST                                          $            3.17   $            6.55   $            3.15
                                                                   ================    ================    ================

WEIGHTED AVERAGE LIMITED
  PARTNERSHIP UNITS OUTSTANDING
  DURING THE YEAR                                                           79,818              79,818              79,818
                                                                   ================    ================    ================
</TABLE>
                 See accompanying notes to financial statements.

                                       F-4

<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

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

<TABLE>
<CAPTION>

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

PARTNERSHIP CAPITAL (DEFICIT),
<S>                                                             <C>                <C>                <C>
   January 1, 1997                                              $        (146,300) $       1,782,500  $        1,636,200

     Net income for year                                                    2,600            252,800             255,400
                                                                   ---------------    ---------------     --------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1997                                                     (143,700)         2,035,300           1,891,600

     Net income for year                                                    5,300            522,600             527,900
                                                                   ---------------    ---------------     --------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1998                                                     (138,400)         2,557,900           2,419,500

     Net income for year                                                    2,500            251,700             254,200
                                                                   ---------------    ---------------     --------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1999                                            $        (135,900) $       2,809,600  $        2,673,700
                                                                   ===============    ===============     ==============


</TABLE>
                 See accompanying notes to financial statements.

                                       F-5


<PAGE>
<TABLE>
                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                            STATEMENTS OF CASH FLOWS

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


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

Cash flows from operating activities:
  <S>                                                                <C>              <C>              <C>
   Net income                                                   $         255,400  $         527,900  $          254,200
   Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation and amortization                                       888,900            837,900           1,025,300
      Amortization of deferred loan costs                                  30,600             17,000              17,100
      Gain on sale of cable assets                                           (100)              (500)               -
      Increase (decrease) from changes in:
        Accounts receivable, prepaid expenses
          and other assets                                                 94,700             (9,900)            (98,300)
        Accounts payable                                                    5,700           (167,500)            (31,900)
                                                                   ---------------    ---------------     --------------

           Net cash provided by operating activities                    1,275,200          1,204,900           1,166,400
                                                                   ---------------    ---------------     --------------

Cash flows from investing activities:
   Capital expenditures                                                  (123,800)          (215,200)           (492,400)
   Increase in intangible assets                                          (33,300)           (24,600)            (44,400)
   Proceeds from sale of property, plant and
     equipment                                                                100                500                -
                                                                   ---------------    ---------------     --------------

            Net cash used in investing activities                        (157,000)          (239,300)           (536,800)
                                                                   ---------------    ---------------     --------------

Cash flows from financing activities:
   Repayment of debt                                                   (3,125,000)              -                   -
   Borrowings from affiliate                                            2,500,000               -                   -
   Repayment of borrowings from affiliate                                    -            (1,150,000)           (300,000)
   Deferred loan costs                                                    (68,900)            (2,400)               -
   Due to affiliates                                                       65,700             69,400            (195,700)
                                                                   ---------------    ---------------     --------------

           Net cash used in financing activities                         (628,200)        (1,083,000)           (495,700)
                                                                   ---------------    ---------------     --------------

Net increase (decrease) in cash and
    cash equivalents                                                      490,000           (117,400)            133,900

Cash and cash equivalents at beginning of year                            169,400            659,400             542,000
                                                                   ---------------    ---------------     --------------

Cash and cash equivalents at end of year                        $         659,400  $         542,000  $          675,900
                                                                   ===============    ===============     ==============

</TABLE>
                 See accompanying notes to financial statements.

                                       F-6


<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

FORM OF PRESENTATION

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

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

CASH EQUIVALENTS

                  For purposes of the statements of cash flows,  the Partnership
considers all highly liquid debt instruments  purchased with a maturity of three
months or less to be cash equivalents.

                   Cash  equivalents  at  December  31, 1999  include  $5,000 of
short-term investments in certificates of deposit.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

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

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

                  In 1998, the Partnership  revised the estimated useful life of
its  existing  plant  assets  in an  Illinois  franchise  area  from 15 years to
approximately 11.3 years. The Partnership  implemented the reduction as a result
of a system  upgrade  that is required to be  completed by June 2000 as provided
for in the  franchise  agreement.  The impact of this  change in the life of the
assets was to increase depreciation expense by approximately $16,700 in 1998 and
in 1999.

FRANCHISE COST

                  The excess of cost over the fair values of tangible assets and
customer  lists of cable  television  systems  acquired  represents  the cost of
franchises.  In addition,  franchise cost includes capitalized costs incurred in
obtaining new franchises and the renewal of existing franchises. These costs are
amortized  using the  straight-line  method  over the  lives of the  franchises,
ranging up to 15 years. The Partnership  periodically evaluates the amortization
periods of these intangible  assets to determine whether events or circumstances
warrant  revised  estimates  of useful  lives.  Costs  relating to  unsuccessful
franchise  applications  are charged to expense when it is  determined  that the
efforts to obtain the franchise  will not be successful.  The  Partnership is in
the process of negotiating the renewal of expired franchise agreements for seven
of the  Partnership's  16  franchises,  which include  approximately  32% of the
Partnership's basic subscribers at December 31, 1999.

                                      F-7
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued)

DEFERRED LOAN COSTS AND OTHER DEFERRED CHARGES

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

RECOVERABILITY OF ASSETS

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

REVENUE RECOGNITION

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

INCOME TAXES

                  As a partnership,  Enstar  Income/Growth  Program Six-A,  L.P.
pays no income taxes. All of the income,  gains, losses,  deductions and credits
of the  Partnership  are  passed  through  to its  partners.  The  basis  in the
Partnership's  assets and  liabilities  differs for  financial and tax reporting
purposes.  At December 31, 1999, the book basis of the  Partnership's net assets
exceeds its tax basis by $2,070,600.

                  The accompanying  financial statements,  which are prepared in
accordance  with  generally  accepted  accounting  principles,  differ  from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code. The net effect of these
accounting  differences  is that the  Partnership's  net  income for 1999 in the
financial statements is $188,600 as compared to its tax loss of $340,100 for the
same  period.  The  difference  is  principally  due to  timing  differences  in
depreciation and amortization and depreciation expense.

ADVERTISING COSTS

                  All advertising costs are expensed as incurred.

EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

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

                                      F-8
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued)

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 on September 23, 1987 to acquire,
construct,  improve,  develop and operate  cable  television  systems in various
locations in the United States.  The partnership  agreement  provides for Enstar
Communications  Corporation  (the  "Corporate  General  Partner")  and Robert T.
Graff, Jr., to be the general partners and for the admission of limited partners
through the sale of interests in the Partnership.

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

                  The   Partnership   was  formed   with  an   initial   capital
contribution of $1,100  comprising $1,000 from the Corporate General Partner and
$100 from the initial  limited  partner.  Sale of interests  in the  Partnership
began in January 1988, and the initial  closing took place in February 1988. The
Partnership  continued to raise capital until $20,000,000 (the maximum) was sold
by November 1988. The Partnership began its cable television business operations
in January 1989 with the acquisition of its first cable television property.

                  The amended partnership  agreement generally provides that all
cash flows be  distributed  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. The amended partnership agreement
also  provides  that all  partnership  operating  profits  be  allocated  to the
partners in the same proportion as cash flow  distributions  are made. After the
limited partners have received cash flow equal to their initial investment,  the
general  partners  will  only  receive  a 1%  distribution  of  proceeds  from a
disposition or refinancing of a system until the limited  partners have received
an annual simple interest return of at least 8% of their initial investment less
any  distributions  from  previous   dispositions  or  refinancing  of  systems.
Thereafter,  proceeds from a  disposition  or  refinancing  of a system shall be
distributed 80% to the limited partners and 20% to the general  partners.  Gains
from  dispositions  of systems  are first  allocated  in the same  manner as the
proceeds from such  dispositions.  This occurs until the dispositions  result in
the aggregate fair market value of the Partnership's  remaining  system(s) being
less than or equal to 50% of the aggregate  contributions  to the capital of the
Partnership by the partners.

                                      F-9
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE 2 - PARTNERSHIP MATTERS (Continued)

                  Any losses,  whether  resulting from operations or the sale or
disposition of a system, are allocated 99% to the limited partners and 1% to the
general partners until the limited  partners' capital account balances are equal
to zero. Thereafter, all losses are allocated to the Corporate General Partner.

                  Upon dissolution of the Partnership,  distributions  are to be
made to the partners in  accordance  with their  capital  account  balances.  No
partners other than general  partners shall be obligated to restore any negative
capital  account  balance  existing upon  dissolution  of the  Partnership.  All
allocations  to individual  limited  partners will be based on their  respective
limited partnership ownership interests.

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

NOTE 3 - POTENTIAL SALE OF PARTNERSHIP ASSETS

                  In accordance  with the partnership  agreement,  the Corporate
General  Partner has  implemented a plan for  liquidating  the  Partnership.  In
connection with that strategy, the Corporate General Partner has entered into an
agreement with a cable broker to market the Partnership's cable systems to third
parties.  Should the  Partnership  receive  offers  from third  parties for such
assets, the Corporate General Partner will prepare a proxy for submission to the
limited partners for the purpose of approving or disapproving  such sale. Should
such a sale be approved, the Corporate General Partner will proceed to liquidate
the Partnership following the settlement of its final liabilities. The Corporate
General Partner can give no assurance, however, that it will be able to generate
a sale of the  Partnership's  cable  assets.  The  financial  statements  do not
reflect any adjustments that may result from the outcome of this uncertainty.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment consist of:
                                                           December 31,
                                            ------------------------------------
                                                  1998                1999
                                            ----------------    ----------------


Cable television systems                $        8,000,800     $      8,317,600
Vehicles, furniture and
    equipment, and leasehold
    improvements                                   444,200              571,000
                                           -----------------    ----------------

                                                 8,445,000            8,888,600
Less accumulated depreciation
    and amortization                            (5,396,200)          (6,121,000)
                                           -----------------    ----------------

                                        $        3,048,800     $      2,767,600
                                           =================    ================



                                      F-10
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE 5 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The following  methods and  assumptions  were used to estimate
the  fair  value  of  each  class  of  financial  instruments  for  which  it is
practicable to estimate that value:

Cash and Cash Equivalents

                  The carrying amount  approximates  fair value due to the short
maturity of those instruments.

Note Payable - Affiliate

                  The  carrying  amount  approximates  fair  value  due  to  the
variable rate nature of the note payable.

NOTE 6 - NOTE PAYABLE - AFFILIATE

                  The  Partnership  is party  to a loan  agreement  with  Enstar
Finance Company, LLC ("EFC"), a subsidiary of the Corporate General Partner. The
loan  agreement  provided  for a  revolving  loan  facility of  $4,563,000  (the
"Facility").  Total outstanding borrowings were $1,050,000 at December 31, 1999.
On November 12,  1999,  in  connection  with the sale of the  Corporate  General
Partner to Charter, the Facility was reduced to $3.6 million.

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES

                  The Partnership  leases  buildings and tower sites  associated
with its systems under operating leases expiring in various years through 2008.

                                      F-11
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

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


  Year                                                         Amount
---------                                                 -----------------
  2000                                                $        3,900
  2001                                                         4,000
  2002                                                         4,100
  2003                                                         4,100
  2004                                                         1,200
  Thereafter                                                   4,800
                                                          -----------------
                                                      $       22,100
                                                          =================

                  Rentals,  other  than  pole  rentals,  charged  to  operations
approximated $17,700,  $17,900 and $15,900 in 1997, 1998 and 1999, respectively.
Pole rentals approximated  $46,100,  $42,300 and $35,900 in 1997, 1998 and 1999,
respectively.

                   Other  commitments  include  approximately  $2.5  million  at
December 31, 1999 to upgrade the  Partnership's  Salem,  Illinois system by June
2000.

                  The  Partnership is subject to regulation by various  federal,
state and local government  entities.  The Cable Television  Consumer Protection
and  Competition  Act of 1992 (the "1992 Cable Act")  provides for,  among other
things,  federal and local  regulation of rates charged for basic cable service,
cable  programming  service  tiers  ("CPSTs")  and  equipment  and  installation
services.  Regulations  issued in 1993 and significantly  amended in 1994 by the
Federal  Communications  Commission  (the "FCC") have resulted in changes in the
rates charged for the  Partnership's  cable services.  The Partnership  believes
that compliance with the 1992 Cable Act has had a significant negative impact on
its operations and cash flow.

                  It also  believes that any potential  future  liabilities  for
refund   claims  or  other   related   actions   would  not  be  material.   The
Telecommunications  Act of 1996 (the "1996  Telecom Act") was signed into law on
February 8, 1996.  As it pertains to cable  television,  the 1996  Telecom  Act,
among other  things,  (i) ends the  regulation  of certain  CPSTs in 1999;  (ii)
expands  the  definition  of  effective  competition,  the  existence  of  which
displaces  rate  regulation;   (iii)  eliminates  the  restriction  against  the
ownership  and operation of cable  systems by telephone  companies  within their
local  exchange  service  areas;  and  (iv)  liberalizes  certain  of the  FCC's
cross-ownership restrictions.

                  Beginning  in  August  1997,  the  Corporate  General  Partner
elected to self-insure the Partnership's cable distribution plant and subscriber
connections  against property damage as well as possible business  interruptions
caused by such damage.  The decision to self-insure  was made due to significant
increases  in the cost of  insurance  coverage  and  decreases  in the amount of
insurance coverage available.

                  In  October  1998,  FCLP  reinstated   third  party  insurance
coverage for all of the cable television  properties owned or managed by FCLP to
cover damage to cable distribution plant and subscriber  connections and against
business interruptions resulting from such damage. This coverage is subject to a
significant  annual  deductible  which  applies  to all of the cable  television
properties  formerly  owned or managed by FCLP through  November  12, 1999,  and
currently managed by Charter, including the Partnership.

                                     F-12
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

                  Approximately 73% of the Partnership's  subscribers are served
by its system in Flora, Illinois and neighboring communities. Significant damage
to the system due to seasonal  weather  conditions  or other events could have a
material  adverse  effect on the  Partnership's  liquidity  and cash flows.  The
Partnership  continues to purchase  insurance coverage in amounts its management
views as appropriate for all other  property,  liability,  automobile,  workers'
compensation and other types of insurable risks.

                  In the state of  Illinois,  customers  have  filed a  punitive
class action  lawsuit on behalf of all persons  residing in the state who are or
were customers of the Partnership's cable television service,  and who have been
charged a fee for delinquent  payment of their cable bill. The action challenges
the legality of the processing fee and seeks  declaratory  judgment,  injunctive
relief and  unspecified  damages.  At present,  the  Partnership  is not able to
project the outcome of the action.  Approximately 73% of the Partnership's basic
subscribers reside in Illinois where the claim has been filed.

NOTE 8 - EMPLOYEE BENEFIT PLAN

                  The  Partnership  participates  in a cash or  deferred  profit
sharing  plan (the "Profit  Sharing  Plan")  sponsored  by a  subsidiary  of the
Corporate General Partner, which covers substantially all of its employees.  The
Profit  Sharing  Plan  provides  that  each  participant  may  elect  to  make a
contribution  in an amount up to 15% of the  participant's  annual  compensation
which otherwise  would have been payable to the participant as salary.  Prior to
1999, the  Partnership's  contribution to the Profit Sharing Plan, as determined
by  management,  was  discretionary  but  could  not  exceed  15% of the  annual
aggregate  compensation  (as  defined)  paid  to  all  participating  employees.
Effective  January 1, 1999,  the Profit  Sharing Plan was  amended,  whereby the
Partnership  would make an employer  contribution  equal to 100% of the first 3%
and 50% of the next 2% of the  participants'  contributions.  A contribution  of
$4,000  was made  during  1999.  There  were no  contributions  charged  against
operations of the Partnership for the Profit Sharing Plan in 1997 or 1998.

NOTE 9 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

                  The Partnership has a management and service  agreement with a
wholly owned  subsidiary of the Corporate  General Partner (the "Manager") for a
monthly management fee of 5% of gross receipts,  as defined, from the operations
of the Partnership.  Management fee expense was $182,200,  $181,500 and $173,200
in 1997, 1998 and 1999, respectively.

                  In addition to the monthly  management  fee,  the  Partnership
reimburses  the  Manager  for  direct   expenses   incurred  on  behalf  of  the
Partnership,  and for the  Partnership's  allocable  share of operational  costs
associated  with  services  provided  by  the  Manager.   All  cable  television
properties  managed by the Corporate  General Partner and its  subsidiaries  are
charged a  proportionate  share of these  expenses.  Charter and its  affiliates
provide management services for the Partnership.  Such services were provided by
FCLP and its affiliates prior to November 12, 1999. Corporate office allocations
and  district  office  expenses  are  charged  to the  properties  served  based
primarily on the  respective  percentage  of basic  customers  served within the
designated  service areas. The total amount charged to the Partnership for these
services  approximated  $343,000,  $341,000 and $282,300 in 1997, 1998 and 1999,
respectively.

                  On  June  30,  1997,  the  Corporate  General  Partner  and an
affiliate  formed EFC. The  Corporate  General  Partner  contributed  a $269,300
receivable  balance due from the  Partnership  for deferred  management fees and
reimbursed  expenses as an equity  contribution  to EFC. This balance remains an
outstanding obligation of the Partnership. In the normal course of business, the
Partnership pays interest and principal to EFC.

                                      F-13
<PAGE>

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

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


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

                  The  Partnership   also  receives   certain  system  operating
management  services  from an  affiliate  of the  Corporate  General  Partner in
addition to the  Manager.  The  Partnership  reimburses  the  affiliate  for its
allocable share of the affiliate's  operational  costs. The total amount charged
to the Partnership for these costs approximated $44,200,  $15,600 and $20,900 in
1997, 1998 and 1999, respectively. No management fee is payable to the affiliate
by the Partnership and there is no duplication of reimbursed  expenses and costs
paid to the Manager.

                  Substantially  all  programming  services  had been  purchased
through FCLP, and since November 12, 1999, have been purchased  through Charter.
FCLP  charged the  Partnership  for these costs based on an estimate of what the
Corporate General Partner could negotiate for such programming  services for the
15 partnerships  managed by the Corporate  General  Partner as a group.  Charter
charges the  Partnership  for these costs  based on its costs.  The  Partnership
recorded  programming  fee expense of  $789,000,  $801,400 and $802,800 in 1997,
1998, and 1999, respectively.  Programming fees are included in service costs in
the statements of operations.

NOTE 10 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                   Cash paid for  interest  amounted to  $215,200,  $230,600 and
$165,000 in 1997, 1998 and 1999, respectively.



                                      F-14
<PAGE>


                                  EXHIBIT INDEX

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

 3        Third Amended and Restated Agreement of Limited  Partnership of Enstar
          Income/Growth Program Six-A, L.P., as of December 23, 1988.(1)

 10.1     Management Agreement between Enstar Income/Growth  Program Six-A, L.P.
          and Enstar Cable Corporation.(1)

 10.2     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Dyer, Tennessee.(1)

 10.3     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Kenton, Tennessee.(1)

 10.4     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Rutherford, Tennessee.(1)

 10.5     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive   community  antenna  television  franchise  for  Gibson
          County, Tennessee.(1)

 10.6     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Flora, Illinois.(1)

 10.7     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Salem, Illinois.(1)

 10.8     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Sandoval, Illinois.(1)

 10.9     Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the city of
          Odin, Illinois.(1)

 10.10    Franchise   ordinance  and  related   documents   thereto  granting  a
          non-exclusive  community antenna television  franchise for the Village
          of Raymond, Illinois.(1)

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

 10.12    Credit agreement between Enstar Income/Growth  Program Six-A, L.P. and
          NCNB Texas National Bank dated December 29, 1989.(3)

 10.13    Franchise   Ordinance  and  related   documents   thereto  granting  a
          non-exclusive   community  antenna  television  franchise  for  Gibson
          County, Tennessee.(4)

 10.14    First  Amendment to Credit  Agreement,  between  Enstar  Income/Growth
          Program  Six-A,  L.P.,  and  NationsBank  of Texas,  N.A.,  a national
          banking association (formerly NCNB Texas National Bank).(5)

 10.15    Franchise   ordinance  granting  a  non-exclusive   community  antenna
          television franchise for the city of Sandoval, Illinois.(7)

 10.16    A resolution  of the Village  Board of Odin,  Illinois  extending  the
          Cable  Television  Franchise  of  Enstar  Cable.  Passed  and  adopted
          December 12, 1994.(7)

                                      E-1

<PAGE>


                                  EXHIBIT INDEX

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


 10.17    Second  Amendment to Credit  Agreement  between  Enstar  Income/Growth
          Program Six-A, L.P. and NationsBank of Texas, N.A., a national banking
          association (formerly NCNB Texas National Bank).(6)


 10.18    Third  Amendment  to Credit  Agreement  between  Enstar  Income/Growth
          Program Six-A, L.P. and NationsBank of Texas, N.A., a national banking
          association (formerly NCNB Texas National Bank).(7)

 10.19    Fourth  Amendment to Credit  Agreement  between  Enstar  Income/Growth
          Program Six-A, L.P. and NationsBank of Texas, N.A., a national banking
          association (formerly NCNB Texas National Bank).(8)


 10.20    Loan Agreement  between Enstar  Income/Growth  Program Six-A, L.P. and
          Enstar Finance Company, LLC dated September 30, 1997.(9)

 10.21    Franchise   ordinance  granting  a  non-exclusive   community  antenna
          television franchise for the city of Salem, Illinois.(10)

 10.22    A resolution of the village of Junction City,  Illinois  extending the
          Cable  Television  Franchise of Enstar  Income/Growth  Program  Six-A.
          Adopted April 19, 1999. (11)


 21.1     Subsidiaries: None.


 27.1     Financial Data Schedule.

                                      E-2
<PAGE>



                                  EXHIBIT INDEX



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


(1)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1988.

(2)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1989.

(3)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1990.

(4)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No.  0-17687 for the quarter  ended June 30,
         1993.

(5)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1993.

(6)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1994.

(7)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1995.

(8)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-17687  for the  fiscal  year  ended
         December 31, 1996.

(9)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No. 0-17687 for the quarter ended  September
         30, 1997.

(10)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No. 0-17687 for the quarter ended  September
         30, 1998.

(11)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No.  0-17687 for the quarter  ended June 30,
         1999.