<PAGE>
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                       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, 1998

                                       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)

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

Registrant's telephone number, including area code:           (310) 824-9990
                                                             ----------------

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

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

                                                 Name of each exchange
          Title of Each Class:                    on which registered
          --------------------                   ---------------------
  UNITS OF LIMITED PARTNERSHIP INTEREST                   NONE

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

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

     State the aggregate market value of the voting equity securities held by
non-affiliates of the registrant - all of the registrant's 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.

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                    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 (the "Partnership"), is engaged in the ownership, operation and
development, and, when appropriate, sale or other disposition, of cable
television systems in small to medium-sized communities.  The Partnership was
formed on 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" and,
together with the Corporate General Partner, the "General Partners").  On
September 30, 1988, ownership of the Corporate General Partner was acquired by
Falcon Cablevision, a California limited partnership that has been engaged in
the ownership and operation of cable television systems since 1984 ("Falcon
Cablevision").  The general partner of Falcon Cablevision was Falcon Holding
Group, L.P., a Delaware limited partnership ("FHGLP"), until September 1998.  On
September 30, 1998, 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 serves as the managing partner of FCLP, and the
general partner of FHGLP is Falcon Holding Group, Inc., a California corporation
("FHGI").  The Corporate General Partner has contracted with FCLP and its
affiliates to provide management services for the Partnership.  See Item 13.,
"Certain Relationships and Related Transactions."  The General Partner, FCLP and
affiliated companies are responsible for the day to day management of the
Partnership and its operations.  See "Employees" below.

          Based on its belief that the market for cable systems has generally
improved, the Corporate General Partner is evaluating strategies for liquidating
the Partnership.  These strategies include the potential sale of substantially
all of the Partnership's assets to third parties and/or affiliates of the
Corporate General Partner, and the subsequent liquidation of the Partnership. 
The Corporate General Partner expects to complete its evaluation within the next
several months and intends to advise unitholders promptly if it believes that
commencing a liquidating transaction would be in the best interests of
unitholders.

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

          The Partnership's cable television systems (the "systems") offer
customers various levels (or "tiers") of cable services consisting of broadcast
television signals of local network, independent and educational stations, a
limited number of television signals from so-called "super stations" originating
from distant cities (such as WGN), various satellite-delivered, non-broadcast
channels (such as Cable News Network ("CNN"), MTV: Music Television ("MTV"), the
USA Network ("USA"), ESPN, Turner Network Television ("TNT") and The Disney
Channel), programming originated locally by the cable television system (such as
public, educational and governmental access programs) and informational displays
featuring news, weather, stock market and financial reports, and public service
announcements.  A number of the satellite services are also offered in certain
packages.  For an extra monthly charge, the systems also offer "premium"
television services to their customers.  These services (such as Home Box Office
("HBO") 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."


                                      -2-
<PAGE>

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

          The Partnership began its 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, the Partnership expanded its 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, the
Partnership expanded its 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, 1998, the Partnership served
approximately 8,900 basic subscribers.  The Partnership does not expect to make
any additional material acquisitions during the remaining term of the
Partnership.

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

          The Chief Executive Officer of FHGI is Marc B. Nathanson.  Mr.
Nathanson has managed FCLP or its predecessors since 1975.  Mr. Nathanson is a
veteran of more than 30 years in the cable industry and, prior to forming FCLP's
predecessors, held several key executive positions with some of the nation's
largest cable television companies.  The principal executive offices of the
Partnership, the Corporate General Partner and FCLP are located at 10900
Wilshire Boulevard, 15th Floor, Los Angeles, California 90024, and their
telephone number is (310) 824-9990.  See Item 10., "Directors and Executive
Officers of the Registrant."

BUSINESS STRATEGY

          Historically, the Partnership has followed a systematic approach to
acquiring, operating and developing cable television systems based on the
primary goal of increasing operating cash flow while maintaining the quality of
services offered by its cable television systems.  The Partnership's business
strategy has focused on serving small to medium-sized communities.  The
Partnership believes that given a similar rate, technical, and channel
capacity/utilization profile, its cable television systems generally involve
less risk of increased competition than systems in large urban cities.  In the
Partnership's 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,
the Partnership believes that all cable operators will face increased
competition in the future from alternative providers of multi-channel video
programming services.  See "Competition."

          Adoption of rules implementing certain provisions of the Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act") by the Federal Communications Commission (the "FCC") has had a negative
impact on the Partnership's revenues and cash flow.  These rules are subject to
further amendment to give effect to the Telecommunications Act of 1996 (the
"1996 Telecom Act").  Among other changes, the 1996 Telecom Act provides that
the regulation of certain cable programming service tier ("CPST") rates will
terminate on March 31, 1999.  There can be no assurance as to what, if any,
further action 


                                      -3-
<PAGE>

may be taken by the FCC, Congress or any other regulatory authority or court, 
or the effect thereof on the Partnership's business.  See "Legislation and 
Regulation" and Item 7., "Management's Discussion and Analysis of Financial 
Condition and Results of Operations."

          CLUSTERING

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

          CAPITAL EXPENDITURES

          As noted in "Technological Developments," 78% of the Partnership's
customers are served by systems that have almost no available channel capacity
with which to add new channels or to further expand their use of pay-per-view
offerings to customers.  As a result, significant amounts of capital for future
upgrades will be required in order to increase available channel capacity,
improve quality of service and facilitate the expansion of new services such as
advertising, pay-per-view, new unregulated tiers of satellite-delivered services
and home shopping, so that the systems remain competitive within the industry.

          The Partnership's management has selected a technical standard that
incorporates the use of fiber optic technology where applicable in its
engineering design for the majority of its systems that are to be rebuilt.  A
system built with this type of architecture can provide for future channels of
analog service as well as new digital services.  Such a system will also permit
the introduction of high speed data transmission/Internet access and telephony
services in the future after incurring incremental capital expenditures related
to these services.  The Partnership is also evaluating the use of digital
compression technology in its systems.  See "Technological Developments" and
"Digital Compression."

          As discussed in prior reports, the Partnership 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, the Partnership's
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 (the "Facility").  The Partnership's upgrade program is presently
estimated to require aggregate capital expenditures of approximately $3.9
million, all of which is planned to be spent after 1998.  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 $2.43 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.  Capital
expenditures planned for 1999 include $2.4 million for the required rebuilds and
approximately $346,400 for the upgrade of other assets.  The Partnership's
management expects to use borrowings under the Facility in the future to fund
the upgrade of the Partnership's systems.  However, the Partnership's borrowing
capacity and its present cash reserves will be insufficient to fund its entire
upgrade program.  Consequently, the Partnership will need to rely on increased
cash flow from operations or new sources of borrowing in order to meet its
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 the Partnership on acceptable terms.  If the Partnership is not
able to attain such cash flow increases, or obtain new sources of borrowings,
the Partnership will not be able to complete its full upgrade program.  As a
result, the value of the Partnership's systems will be lower than that 


                                      -4-
<PAGE>

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

          MARKETING

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

          CUSTOMER SERVICE AND COMMUNITY RELATIONS

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


                                      -5-
<PAGE>

DESCRIPTION OF THE PARTNERSHIP'S SYSTEMS

          The table below sets forth certain operating statistics for the
Partnership's cable systems as of December 31, 1998.

<TABLE>
<CAPTION>
                                                                                           Average
                                                                                           Monthly
                                                          Premium                          Revenue
               Homes         Basic          Basic         Service        Premium          Per Basic
System       Passed(1)    Subscribers   Penetration(2)    Units(3)     Penetration(4)    Subscriber(5)
------       ---------    -----------   --------------    --------     --------------    -------------
<S>          <C>          <C>           <C>               <C>          <C>               <C>
Dyer, TN       3,691         2,403          65.1%            432           18.0%            $33.95

Flora, IL      9,000         6,529          72.5%          1,600           24.5%            $32.84
              ------         -----                         -----
Total         12,691         8,932          70.4%          2,032           22.7%            $33.13
              ======         =====                         =====
</TABLE>

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

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

         (2) 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, 1998.


                                      -6-
<PAGE>

CUSTOMER RATES AND SERVICES

          The Partnership's 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 informational and public access
channels.  For an extra monthly charge, the systems provide certain premium
television services, such as HBO and Showtime.  The Partnership also offers
other cable television services to its customers, including pay-per-view
programming.  For additional charges, in most of its systems, the Partnership
also rents remote control devices and VCR compatible devices (devices that make
it easier for a customer to tape a program from one channel while watching a
program on another).

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

          Pursuant to the 1992 Cable Act, most cable television systems are
subject to rate regulation of the basic service tier, the non-basic service
tiers other than premium (per channel or program) services, 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 the Partnership's systems not deemed to be
subject to effective competition under the FCC's definition.  Currently, none of
the Partnership's systems are subject to effective competition.  See
"Legislation and Regulation."

          At December 31, 1998, the Partnership's monthly rates for basic cable
service for residential customers, including certain discounted rates, ranged
from $14.82 to $22.69 and its premium service rate was $11.95, excluding special
promotions offered periodically in conjunction with the Partnership's marketing
programs.  A one-time installation fee, which the Partnership may wholly or
partially waive during a promotional period, is usually charged to new
customers.  Commercial customers, such as hotels, motels and hospitals, are
charged a negotiated, non-recurring fee for installation of service and monthly
fees based upon a standard discounting procedure.  Most multi-unit dwellings are
offered a negotiated bulk rate in exchange for single-point billing and basic
service to all units.  These rates are also subject to regulation.

EMPLOYEES

          The various personnel required to operate the Partnership's business
are employed by the Partnership, the Corporate General Partner, its subsidiary
corporation and FCLP.  As of February 12, 1999, the Partnership had six
employees, the cost of which is charged directly to the Partnership.  The
employment costs incurred by the Corporate General Partner, its subsidiary
corporation and FCLP are allocated and charged to the Partnership for
reimbursement pursuant to the partnership agreement and management agreement.
Other personnel required to operate the Partnership's business are employed by
an affiliate 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 its commitment to customer service, the Partnership
emphasizes the highest technical standards and prudently seeks to apply
technological advances in the cable television industry to its cable television
systems on the basis of cost effectiveness, capital availability, enhancement of
product quality and service delivery and industry-wide acceptance.  The
Partnership continues to upgrade the technical quality of its systems' cable
plant and to increase channel capacity for the delivery of additional
programming and new services.  Currently, the Partnership's systems have an
average channel capacity of 38 in systems that serve 78% of its customers and an
average channel capacity of 60 in systems that serve 22% 


                                      -7-
<PAGE>

of its customers and on average utilize 95% and 60% of such systems' 
respective channel capacity.  The Partnership believes that system upgrades 
would enable it to provide customers with greater programming diversity, 
better picture quality and alternative communications delivery systems made 
possible by the introduction of fiber optic technology and by the possible 
future application of digital compression.  See "Legislation and Regulation" 
and Item 7., "Management's Discussion and Analysis of Financial Condition and 
Results of Operations."

          The use of fiber optic cable as an alternative to coaxial cable is
playing a major role in expanding channel capacity and improving the performance
of cable television systems.  Fiber optic cable is capable of carrying hundreds
of video, data and voice channels and, accordingly, its utilization is essential
to the enhancement of a cable television system's technical capabilities.  The
Partnership's current policy is to utilize fiber optic technology 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, 1998, approximately 63% of the Partnership's
customers were served by 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, the Partnership has 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, the
Partnership 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 the Partnership to offer pay-per-view
services.  "See Customer Rates and Services."

DIGITAL COMPRESSION

          The Partnership has been closely monitoring developments in the area
of digital compression, a technology that will enable cable operators to
increase the channel capacity of cable television systems by permitting a
significantly increased number of video signals to fit in a cable television
system's existing bandwidth.  Depending on the technical characteristics of the
existing system, the Partnership believes that the utilization of digital
compression technology will enable its systems to increase channel capacity in
certain systems in a manner that could, in the short term, be more cost
efficient than rebuilding such systems with higher capacity distribution plant. 
However, the Partnership believes that unless the 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 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 systems
offer and enhance the development of current and future revenue sources.  The
Partnership expects to make digital service available to its customers in an
Illinois franchise area during 1999.  This technology is under frequent
management review.

PROGRAMMING

          The Partnership purchases basic and premium programming for its
systems from FCLP.  In turn, FCLP charges the Partnership for these costs based
on an estimate of what the Corporate General Partner could negotiate for such
services for the 15 partnerships managed by the Corporate General Partner as a
group (approximately 91,000 basic subscribers at December 31, 1998), which is
generally based on a fixed fee per customer or a percentage of the gross
receipts for the particular service.  Certain other channels have also offered
FCLP and the Partnership's systems fees in return for carrying their service. 
Due to a lack of channel capacity available for adding new channels in certain
of its systems, the Partnership's management cannot 


                                      -8-
<PAGE>

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

          The Partnership's cable programming costs have increased in recent
years and are expected to continue to increase due to additional programming
being provided to basic customers, requirements to carry channels under
retransmission carriage agreements entered into with certain programming
sources, increased costs to produce or purchase cable programming generally
(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 its Flora system, for which it expects 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.  See "Legislation and Regulation - Federal Regulation - Carriage
of Broadcast Television Signals."  Generally, programming costs are charged
among systems on a per customer basis.

FRANCHISES

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

          As of December 31, 1998, the Partnership held 16 franchises.  These
franchises, all of which are non-exclusive, provide for the payment of fees to
the issuing authority.  Annual franchise fees imposed on the Partnership systems
range up to 5% of the gross revenues generated by a system.  The 1984 Cable Act
prohibits franchising authorities from imposing franchise fees in excess of 5%
of gross revenues and also permits the cable system operator to seek
renegotiation and modification of franchise requirements if warranted by changed
circumstances.


                                      -9-
<PAGE>

          The following table groups the franchises of the Partnership's cable
television systems by date of expiration and presents the number of franchises
for each group of franchises and the approximate number and percentage of homes
subscribing to cable service for each group as of December 31, 1998.

<TABLE>
<CAPTION>
                                                     Number of        Percentage of
                Year of            Number of           Basic              Basic
         Franchise Expiration     Franchises        Subscribers        Subscribers
         --------------------     ----------        -----------       -------------
       <S>                        <C>               <C>               <C>
       Prior to 2000                    8                5,467             61.2%
       2000 - 2004                      4                1,882             21.1%
       2005 and after                   4                1,067             11.9%
                                       --                -----             ----
       Total                           16                8,416             94.2%
                                       ==                =====             ====
</TABLE>

          The Partnership operates cable television systems which serve
multiple communities and, in some circumstances, portions of such systems extend
into jurisdictions for which the Partnership believes no franchise is necessary.
In the aggregate, approximately 516 customers, comprising approximately 5.8% of
the Partnership's customers, are served by unfranchised portions of such
systems.  In certain instances, where a single franchise comprises a large
percentage of the customers in an operating region, the loss of such franchise
could decrease the economies of scale achieved by the Partnership's clustering
strategy.  The Partnership has never had a franchise revoked for any of its
systems and believes that it has satisfactory relationships with substantially
all of its franchising authorities.

          The 1984 Cable Act provides, among other things, for an orderly
franchise renewal process in which franchise renewal will not be unreasonably
withheld or, if renewal is 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

          Cable television systems compete with other communications and
entertainment media, including over-the-air television broadcast signals which a
viewer is able to receive directly using the viewer's own television set and
antenna.  The extent to which a cable system competes with over-the-air
broadcasting depends upon the quality and quantity of the broadcast signals
available by direct antenna reception compared to the quality and quantity of
such signals and alternative services offered by a cable system.  Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including videotape recorders
and videodisc players.  In recent years, the FCC has adopted policies providing
for authorization of new technologies and a more favorable operating environment
for certain existing technologies that provide, or may provide, substantial
additional competition for cable television systems.  The extent to which cable
television service is competitive depends in significant part upon the cable
television system's ability to provide an even greater variety of programming
than that available over the air or through competitive alternative delivery
sources.

          Individuals presently have the option to purchase home satellite
dishes, which allow the direct reception of satellite-delivered broadcast and
nonbroadcast program services formerly available only to cable 


                                     -10-
<PAGE>

television subscribers. Most satellite-distributed program signals are being 
electronically scrambled to permit reception only with authorized decoding 
equipment for which the consumer must pay a fee.  The 1992 Cable Act enhances 
the right of cable competitors to purchase nonbroadcast satellite-delivered 
programming.  See "Legislation and Regulation-Federal Regulation."

          Television programming is now also being delivered to individuals by
high-powered direct broadcast satellites ("DBS") utilizing video compression
technology.  This technology has the capability of providing more than 100
channels of programming over a single high-powered DBS satellite with
significantly higher capacity available if, as is the case with DIRECTV,
multiple satellites are placed in the same orbital position.  Unlike cable
television systems, however, DBS satellites are limited by law in their ability
to deliver local broadcast signals.  One DBS provider, EchoStar, has announced
plans to deliver a limited number of local broadcast signals in a limited number
of markets and has initiated efforts to have the practice legalized. 
Legislation has been introduced in Congress which would permit DBS operators to
elect to provide local broadcast signals to their customers under the Copyright
Act.  If DBS providers are ultimately permitted to deliver local broadcast
signals, cable television systems would lose a significant competitive
advantage.  DBS service can be received virtually anywhere in the continental
United States through the installation of a small rooftop or side-mounted
antenna, and it is more accessible than cable television service where cable
plant has not been constructed or where it is not cost effective to construct
cable television facilities.  DBS service is being heavily marketed on a
nationwide basis by several service providers.  In addition, medium-power
fixed-service satellites can be used to deliver direct-to-home satellite
services over small home satellite dishes, and one provider, PrimeStar,
currently provides service to subscribers using such a satellite.  DIRECTV has
recently agreed to purchase PrimeStar.

          Multichannel multipoint distribution systems ("wireless cable")
deliver programming services over microwave channels licensed by the FCC and
received by subscribers with special antennas.  Wireless cable systems are less
capital intensive, are not required to obtain local franchises or to pay
franchise fees, and are subject to fewer regulatory requirements than cable
television systems.  To date, the ability of wireless cable services to compete
with cable television systems has been limited by channel capacity (35-channel
maximum) and the need for unobstructed line-of-sight over-the-air transmission. 
Although relatively few wireless cable systems in the United States are
currently in operation or under construction, virtually all markets have been
licensed or tentatively licensed.  The use of digital compression technology,
and the FCC's recent amendment to its rules, which permits reverse path or
two-way transmission over wireless facilities, may enable wireless cable systems
to deliver more channels and additional services.

          Private cable television systems compete to service condominiums,
apartment complexes and certain other multiple unit residential developments. 
The operators of these private systems, known as satellite master antenna
television ("SMATV") systems, often enter into exclusive agreements with
apartment building owners or homeowners' associations which preclude franchised
cable television operators from serving residents of such private complexes. 
However, the 1984 Cable Act gives franchised cable operators the right to use
existing compatible easements within their franchise areas upon
nondiscriminatory terms and conditions.  Accordingly, where there are
preexisting compatible easements, cable operators may not be unfairly denied
access or discriminated against with respect to the terms and conditions of
access to those easements.  There have been conflicting judicial decisions
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property. 
Under the 1996 Telecom Act, SMATV systems can interconnect non-commonly owned
buildings without having to comply with local, state and federal regulatory
requirements that are imposed upon cable systems providing similar services, as
long as they do not use public rights of way.

          The FCC has initiated a new interactive television service which will
permit non-video transmission of information between an individual's home and
entertainment and information service providers. This service, which can be used
by DBS systems, television stations and other video programming distributors
(including cable television systems), is an alternative technology for the
delivery of interactive 


                                     -11-
<PAGE>

video services.  It does not appear at the present time that this service 
will have a material impact on the operations of cable television systems.

          The FCC has allocated spectrum in the 28 GHz range for a new
multichannel wireless service that can be used to provide video and
telecommunications services.  The FCC recently completed the process of awarding
licenses to use this spectrum via a market-by-market auction.  It cannot be
predicted at this time whether such a service will have a material impact on the
operations of cable television systems.

          Cable systems generally operate pursuant to franchises granted on a
non-exclusive basis.  In addition, the 1992 Cable Act prohibits franchising
authorities from unreasonably denying requests for additional franchises and
permits franchising authorities to build and operate their own cable systems. 
Municipally-owned cable systems enjoy certain competitive advantages such as
lower-cost financing and exemption from the payment of franchise fees.

          The 1996 Telecom Act eliminates the restriction against ownership
(subject to certain exceptions) and operation of cable systems by local
telephone companies within their local exchange service areas.  Telephone
companies are now free to enter the retail video distribution business through
any means, such as DBS, wireless cable, SMATV or as traditional franchised cable
system operators.  Alternatively, the 1996 Telecom Act authorizes local
telephone companies to operate "open video systems" (a facilities-based
distribution system, like a cable system, but which is "open," i.e., also
available for use by programmers other than the owner of the facility) without
obtaining a local cable franchise, although telephone companies operating such
systems can be required to make payments to local governmental bodies in lieu of
cable franchise fees.  Up to two-thirds of the channel capacity on an "open
video system" must be available to programmers unaffiliated with the local
telephone company. As a result of the foregoing changes, well financed
businesses from outside the cable television industry (such as public utilities
that own the poles to which cable is attached) may become competitors for
franchises or providers of competing services.  The 1996 Telecom Act, however,
also includes numerous provisions designed to make it easier for cable operators
and others to compete directly with local exchange telephone carriers in the
provision of traditional telephone service and other telecommunications
services.

          Other new technologies, including Internet-based services, may become
competitive with services that cable television systems can offer.  The 1996
Telecom Act directed the FCC to establish, and the FCC has adopted, regulations
and policies for the issuance of licenses for digital television ("DTV") to
incumbent television broadcast licensees.  DTV is expected to deliver high
definition television pictures, multiple digital-quality program streams, as
well as CD-quality audio programming and advanced digital services, such as data
transfer or subscription video.  The FCC also has authorized television
broadcast stations to transmit textual and graphic information useful both to
consumers and businesses.  The FCC also permits commercial and noncommercial FM
stations to use their subcarrier frequencies to provide nonbroadcast services
including data transmission.  The cable television industry competes with radio,
television, print media and the Internet for advertising revenues.  As the cable
television industry continues to offer more of its own programming channels,
e.g., Discovery and USA Network, income from advertising revenues can be
expected to increase.

          Recently a number of Internet service providers, commonly known as
ISPs, have requested local authorities and the FCC to provide rights of access
to cable television systems' broadband infrastructure in order that they be
permitted to deliver their services directly to cable television systems'
customers.  In a recent report, the FCC declined to institute a proceeding to
examine this issue, and concluded that alternative means of access are or soon
will be made to a broad range of ISPs.  The FCC declined to take action on ISP
access to broadband cable facilities, and the FCC indicated that it would
continue to monitor this issue.  Several local jurisdictions also are reviewing
this issue.


                                     -12-
<PAGE>

          Telephone companies are accelerating the deployment of Asymmetric
Digital Subscriber Line technology, known as ADSL.  These companies report that
ADSL technology will allow Internet access to subscribers at peak data
transmission speeds equal or greater than that of modems over conventional
telephone lines.  Several of the Regional Bell Operating Companies have
requested the FCC to fully deregulate packet-switched networks (a type of data
communication in which small blocks of data are independently transmitted and
reassembled at their destination) to allow them to provide high-speed broadband
services, including interactive online services, without regard to present
service boundaries and other regulatory restrictions.  The Partnership cannot
predict the likelihood of success of the online services offered by these
competitors, (ISP attempts to gain access to the cable industry's broadband
facilities), or the impact on the Partnership's business.

          Premium programming provided by cable systems is subject to the same
competitive factors which exist for other programming discussed above.  The
continued profitability of premium services may depend largely upon the
continued availability of attractive programming at competitive prices.

          Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring.  Thus, it is not possible to predict the competitive effect that
ongoing or future developments might have on the cable industry.  See
"Legislation and Regulation."



                                     -13-
<PAGE>

                           LEGISLATION AND REGULATION

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

FEDERAL REGULATION

          The primary federal statute dealing with the regulation of the cable
television industry is the Communications Act of 1934 (the "Communications
Act"), as amended. The three principal amendments to the Communications Act that
shaped the existing regulatory framework for the cable television industry were
the 1984 Cable Act, the 1992 Cable Act and the 1996 Telecom Act. 

          The FCC, the principal federal regulatory agency with jurisdiction
over cable television, has promulgated regulations to implement the provisions
contained in the Communications Act. The FCC has the authority to enforce these
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of FCC licenses needed to operate certain transmission
facilities often used in connection with cable operations. A brief summary of
certain of these federal regulations as adopted to date follows. 

          RATE REGULATION

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

          The FCC's regulations contain standards for the regulation of basic
and nonbasic cable service rates (other than per-channel or per-program
services). Local franchising authorities and/or the FCC are empowered to order a
reduction of existing rates which exceed the maximum permitted level for either
basic and/or nonbasic cable services and associated equipment, and refunds can
be required. The rate regulations adopt a benchmark price cap system for
measuring the reasonableness of existing basic and nonbasic service rates.
Alternatively, cable operators have the opportunity to make cost-of-service
showings which, in some cases, may justify rates above the applicable
benchmarks. The rules also require that charges for cable-related equipment
(E.G., converter boxes and remote control devices) and installation services be
unbundled from the provision of 


                                     -14-
<PAGE>

cable service and based upon actual costs plus a reasonable profit. The 
regulations also provide that future rate increases may not exceed an 
inflation-indexed amount, plus increases in certain costs beyond the cable 
operator's control, such as taxes, franchise fees and increased programming 
costs. Cost-based adjustments to these capped rates can also be made in the 
event a cable operator adds or deletes channels. In addition, new product 
tiers consisting of services new to the cable system can be created free of 
rate regulation as long as certain conditions are met, such as not moving 
services from existing tiers to the new tier. These provisions currently 
provide limited benefit to the Partnership's systems due to the lack of 
channel capacity previously discussed. There is also a streamlined 
cost-of-service methodology available to justify a rate increase on basic and 
regulated nonbasic tiers for "significant" system rebuilds or upgrades. 

          Franchising authorities have become certified by the FCC to regulate
the rates charged by the Partnership for basic cable service and for
installation charges and equipment rental.  The Partnership has had to bring its
rates and charges into compliance with the applicable benchmark or equipment and
installation cost levels in substantially all of its systems.  This has had a
negative impact on the Partnership's revenues and cash flow.

          FCC regulations adopted pursuant to the 1992 Cable Act require cable
systems to permit customers to purchase video programming on a per channel or a
per program basis without the necessity of subscribing to any tier of service,
other than the basic service tier, unless the cable system is technically
incapable of doing so. Generally, an exemption from compliance with this
requirement for cable systems that do not have such technical capability is
available until a cable system obtains the capability, but not later than
December 2002.  At the present time, a number of the Partnership's systems are
unable to comply with this requirement.

          CARRIAGE OF BROADCAST TELEVISION SIGNALS

          The 1992 Cable Act adopted new television station carriage
requirements. These rules allow commercial television broadcast stations which
are "local" to a cable system, I.E., the system is located in the station's Area
of Dominant Influence, to elect every three years whether to require the cable
system to carry the station, subject to certain exceptions, or whether the cable
system will have to negotiate for "retransmission consent" to carry the station.
Local non-commercial television stations are also given mandatory carriage
rights, subject to certain exceptions, within the larger of: (i) a 50-mile
radius from the station's city of license; or (ii) the station's Grade B contour
(a measure of signal strength). Unlike commercial stations, noncommercial
stations are not given the option to negotiate retransmission consent for the
carriage of their signal. In addition, cable systems must obtain retransmission
consent for the carriage of all "distant" commercial broadcast stations, except
for certain "superstations," I.E., commercial satellite-delivered independent
stations, such as WGN. The Partnership has thus far not been required to pay
cash compensation to broadcasters for retransmission consent or been required by
broadcasters to remove broadcast stations from the cable television channel
line-ups. The Partnership has, however, agreed to carry some services in
specified markets pursuant to retransmission consent arrangements which it
believes are comparable to those entered into by most other large cable
operators, and for which it pays monthly fees to the service providers, as it
does with other satellite providers. The second election between must-carry and
retransmission consent for local commercial television broadcast stations was
October 1, 1996, and the Partnership has agreed to carry one new service in
specified markets pursuant to these retransmission consent arrangements. The
next election between must-carry and retransmission consent for local commercial
television broadcast stations will be October 1, 1999. 

          The FCC is currently conducting a rulemaking proceeding regarding the
carriage responsibilities of cable television systems during the transition of
broadcast television from analog to digital transmission. Specifically, the FCC
is exploring whether to amend the signal carriage rules to accommodate the
carriage of digital broadcast television signals.  The Partnership is unable to
predict the ultimate outcome of this proceeding or the impact of new carriage
requirements on the operations of its cable systems.


                                     -15-
<PAGE>

          NONDUPLICATION OF NETWORK PROGRAMMING

          Cable television systems that have 1,000 or more customers must, upon
the appropriate request of a local television station, delete the simultaneous
or nonsimultaneous network programming of certain lower priority distant
stations affiliated with the same network as the local station. 

          DELETION OF SYNDICATED PROGRAMMING

          FCC regulations enable television broadcast stations that have
obtained exclusive distribution rights for syndicated programming in their
market to require a cable system to delete or "black out" such programming from
certain other television stations which are carried by the cable system. The
extent of such deletions will vary from market to market and cannot be predicted
with certainty. However, it is possible that such deletions could be substantial
and could lead the cable operator to drop a distant signal in its entirety. 

          PROGRAM ACCESS

          The 1992 Cable Act contains provisions that are intended to foster
the development of competition to traditional cable systems by regulating the
access of competing multichannel video providers to vertically integrated,
satellite-distributed cable programming services.  Consequently, with certain
limitations, the federal law generally precludes any satellite distributed
programming service affiliated with a cable company from favoring an affiliated
company over competitors; requires such programmers to sell their programming to
other multichannel video providers; and limits the ability of such satellite
program services to offer exclusive programming arrangements to their
affiliates.

          FRANCHISE FEES

          Franchising authorities may impose franchise fees, but such payments
cannot exceed 5% of a cable system's annual gross revenues. Under the 1996
Telecom Act, franchising authorities may not exact franchise fees from revenues
derived from telecommunications services. 

          RENEWAL OF FRANCHISES

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

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


                                     -16-
<PAGE>

after giving the cable operator notice and opportunity to cure, it fails to 
respond to a written notice from the cable operator of its failure or 
inability to cure. Courts may not reverse a denial of renewal based on 
procedural violations found to be "harmless error." 

          CHANNEL SET-ASIDES

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

          COMPETING FRANCHISES

          The 1992 Cable Act prohibits franchising authorities from
unreasonably refusing to grant franchises to competing cable television systems
and permits franchising authorities to operate their own cable television
systems without franchises. 

          OWNERSHIP

          The 1996 Telecom Act repealed the 1984 Cable Act's prohibition
against local exchange telephone companies ("LECs") providing video programming
directly to customers within their local telephone exchange service areas.
However, with certain limited exceptions, a LEC may not acquire more than a 10%
equity interest in an existing cable system operating within the LEC's service
area. The 1996 Telecom Act also authorized LECs and others to operate "open
video systems".  A recent judicial decision overturned various parts of the
FCC's open video rules, including the FCC's restriction preventing local
governmental authorities from requiring open video system operators to obtain a
franchise.  The Partnership expects the FCC to modify its open video rules to
comply with the federal court's decision, but is unable to predict the impact
any rule modifications may have on the Partnership's business and operations.
See "Business-Competition." 

          The 1984 Cable Act and the FCC's rules prohibit the common ownership,
operation, control or interest in a cable system and a local television
broadcast station whose predicted grade B contour (a measure of a television
station's signal strength as defined by the FCC's rules) covers any portion of
the community served by the cable system. The 1996 Telecom Act eliminates the
statutory ban and directs the FCC to review its rule within two years.  Such a
review is presently pending.  Finally, in order to encourage competition in the
provision of video programming, the FCC adopted a rule prohibiting the common
ownership, affiliation, control or interest in cable television systems and
wireless cable facilities having overlapping service areas, except in very
limited circumstances. The 1992 Cable Act codified this restriction and extended
it to co-located SMATV systems. Permitted arrangements in effect as of October
5, 1992 are grandfathered. The 1996 Telecom Act exempts cable systems facing
effective competition from the wireless cable and SMATV restriction. In
addition, a cable operator can purchase a SMATV system serving the same area and
technically integrate it into the cable system. The 1992 Cable Act permits
states or local franchising authorities to adopt certain additional restrictions
on the ownership of cable television systems. 

          Pursuant to the 1992 Cable Act, the FCC has imposed limits on the
number of cable systems which a single cable operator can own. In general, no
cable operator can have an attributable interest in cable systems which pass
more than 30% of all homes nationwide. Attributable interests for these purposes
include voting interests of 5% or more (unless there is another single holder of
more than 50% of the voting stock), officerships, directorships, general
partnership interests and limited partnership interests (unless the limited
partners have no material involvement in the limited partnership's business). 
These rules are under review by the 


                                     -17-
<PAGE>

FCC.  The FCC has stayed the effectiveness of these rules pending the outcome 
of the appeal from a U.S. District Court decision holding the multiple 
ownership limit provision of the 1992 Cable Act unconstitutional.

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

          The FCC also recently commenced a rulemaking proceeding to examine,
among other issues, whether any limitations on cable-DBS cross-ownership are
warranted in order to prevent anticompetitive conduct in the video services
market. 

          FRANCHISE TRANSFERS

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

          TECHNICAL REQUIREMENTS

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

          The FCC has adopted regulations to implement the requirements of the
1992 Cable Act designed to improve the compatibility of cable systems and
consumer electronics equipment. Among other things, these regulations generally
prohibit cable operators from scrambling their basic service tier. The 1996
Telecom Act directs the FCC to set only minimal standards to assure
compatibility between television sets, VCRs and cable systems, and to rely on
marketplace competition to best determine which features, functions, protocols,
and product and service options meet the needs of consumers.

          Pursuant to the 1992 Cable Act, the FCC has adopted rules to assure
the competitive availability to consumers of customers premises equipment, such
as converters, used to access the services offered by cable television systems
and other multichannel video programming distributions ("MVPD"). Pursuant to
those rules, consumers are given the right to attach compatible equipment to the
facilities of their MVPD so long as the equipment does not harm the network,
does not interfere with the services purchased by other customers, and is not
used to receive unauthorized services. As of July 1, 2000, MVPDs (other than DBS
operators) are required to separate security from non-security functions in the
customer premises equipment which they sell or lease to their customers and
offer their customers the option of using component security modules obtained
from the MVPD with set-top units purchased or leased from retail outlets. As of
January 1, 2005, MVPDs will be prohibited from distributing new set -top
equipment integrating both security and non-security functions to their
customers. 


                                     -18-
<PAGE>

          POLE ATTACHMENTS

          The FCC currently regulates the rates and conditions imposed by
certain public utilities for use of their poles unless state public service
commissions are able to demonstrate that they regulate the rates, terms and
conditions of cable television pole attachments. The state of Illinois, in which
the Partnership operates cable systems, has certified to the FCC that it
regulates the rates, terms and conditions for pole attachments. In the absence
of state regulation, the FCC administers such pole attachment rates through use
of a formula which it has devised.  The 1996 amendments to the Communications
Act modified the FCC's pole attachment regulatory scheme by requiring the FCC to
adopt new regulations.  These regulations become effective in 2001 and govern
the charges for pole attachments used by companies, including cable operators,
that provide telecommunications services by immediately permitting certain
providers of telecommunications services to rely upon the protections of the
current law until the new rate formula becomes effective in 2001, and by
requiring that utilities provide cable systems and telecommunications carriers
with nondiscriminatory access to any pole, conduit or right-of-way controlled by
the utility.  In adopting its new attachment regulations, the FCC concluded, in
part, that a cable operator providing Internet service on its cable system is
not providing a telecommunications service for purposes of the new rules.

          The new rate formula adopted by the FCC and which is applicable for
any party, including cable systems, which offer telecommunications services will
result in significantly higher attachment rates for cable systems which choose
to offer such services.  Any resulting increase in attachment rates as a result
of the FCC's new rate formula will be phased in over a five-year period in equal
annual increments, beginning in February 2001.  Several parties have requested
the FCC to reconsider its new regulations and several parties have challenged
the new rules in court.  A federal district court recently upheld the
constitutionality of the new statutory provision, and the utilities involved in
that litigation have appealed the lower court's decision.  The FCC also has
initiated a proceeding to determine whether it should adjust certain elements of
the current rate formula.  If adopted, these adjustments could increase rates
for pole attachments and conduit space.  The Partnership is unable to predict
the outcome of this current litigation or the ultimate impact of any revised FCC
rate formula or of any new pole attachment rate regulations on its business and
operations.

          OTHER MATTERS

          Other matters subject to FCC regulation include certain restrictions
on a cable system's carriage of local sports programming; rules governing
political broadcasts; customer service standards; obscenity and indecency; home
wiring; equal employment opportunity; privacy; closed captioning; sponsorship
identification; system registration; and limitations on advertising contained in
nonbroadcast children's programming. 

          COPYRIGHT

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

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

          Copyrighted music performed in programming supplied to cable
television systems by pay cable networks (such as HBO) and basic cable networks
(such as USA Network) is licensed by the networks through private agreements
with the American Society of Composers and Publishers ("ASCAP") and BMI, Inc.
("BMI"), 


                                     -19-
<PAGE>

the two major performing rights organizations in the United States. As a 
result of extensive litigation, both ASCAP and BMI now offer "through to the 
viewer" licenses to the cable networks which cover the retransmission of the 
cable networks' programming by cable systems to their customers. Payment for 
music performed in programming offered on a per program basis remains 
unsettled. The Partnership recently participated in a settlement with BMI for 
payment of fees in connection with the Request pay-per-view network.  
Industry litigation of this issue with ASCAP is likely.

          Copyrighted music transmitted by cable systems themselves, E.G., on
local origination channels or in advertisements inserted locally on cable
networks, must also be licensed. Cable industry negotiations with ASCAP, BMI and
SESAC, Inc. (a third and smaller performing rights organization) are in
progress. 

LOCAL REGULATION

          Because a cable television system uses local streets and
rights-of-way, cable television systems generally are operated pursuant to
nonexclusive franchises, permits or licenses granted by a municipality or other
state or local government entity. Franchises generally are granted for fixed
terms and in many cases are terminable if the franchise operator fails to comply
with material provisions. Although the 1984 Cable Act provides for certain
procedural protections, there can be no assurance that renewals will be granted
or that renewals will be made on similar terms and conditions. Upon receipt of a
franchise, the cable system owner usually is subject to a broad range of
obligations to the issuing authority directly affecting the business of the
system. The terms and conditions of franchises vary materially from jurisdiction
to jurisdiction, and even from city to city within the same state, historically
ranging from reasonable to highly restrictive or burdensome. The specific terms
and conditions of a franchise and the laws and regulations under which it was
granted directly affect the profitability of the cable television system. Cable
franchises generally contain provisions governing charges for basic cable
television services, fees to be paid to the franchising authority, length of the
franchise term, renewal, sale or transfer of the franchise, territory of the
franchise, design and technical performance of the system, use and occupancy of
public streets and the number and types of cable services provided. The 1996
Telecom Act prohibits a franchising authority from either requiring or limiting
a cable operator's provision of telecommunications services. 

          The 1984 Cable Act places certain limitations on a franchising
authority's ability to control the operation of a cable system operator, and the
courts have from time to time reviewed the constitutionality of several general
franchise requirements, including franchise fees and access channel
requirements, often with inconsistent results. On the other hand, the 1992 Cable
Act prohibits exclusive franchises, and allows franchising authorities to
exercise greater control over the operation of franchised cable television
systems, especially in the area of customer service and rate regulation.
Moreover, franchising authorities are immunized from monetary damage awards
arising from regulation of cable television systems or decisions made on
franchise grants, renewals, transfers and amendments. 

          Existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements, currently are the subject
of a variety of judicial proceedings, legislative hearings and administrative
and legislative proposals which could change, in varying degrees, the manner in
which cable television systems operate. Neither the outcome of these proceedings
nor their impact upon the cable television industry can be predicted at this
time. 


                                     -20-
<PAGE>

ITEM 2.   PROPERTIES

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

          The Partnership owns substantially all of the assets related to its
cable television operations, including its program production equipment, headend
(towers, 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

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

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

          None.


                                     -21-
<PAGE>

                                       PART II

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

LIQUIDITY

          While the Partnership's equity securities, which consist of units of
limited partnership interests, are publicly held, there is no established public
trading market for the units and it is not expected that a market will develop
in the future.  The approximate number of equity security holders of record was
2,017 as of December 31, 1998.  In addition to restrictions on the
transferability of units contained in the Partnership Agreement, the
transferability of units may be affected by restrictions on resales imposed by
federal or state law.

          Pursuant to documents filed with the Securities and Exchange
Commission on February 8, 1999, Madison Liquidity Investors 104, LLC ("Madison")
initiated a tender offer to purchase up to approximately 9.9% of the outstanding
units for $50 per unit.  On February 22, 1999, the Partnership 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 


                                     -22-
<PAGE>

operations and the Corporate General Partners' determination of whether 
otherwise available funds are needed for the Partnership's ongoing working 
capital and liquidity requirements. 

          However, on February 22, 1994, the FCC announced significant
amendments to its rules implementing certain provisions of the 1992 Cable Act. 
Compliance with these rules has had a negative impact on the Partnership's
revenues and cash flow.

          The Partnership began making periodic cash distributions from
operations in January 1989 and discontinued distributions in May 1993.  No
distributions were made in 1996, 1997 and 1998.

          The Partnership's 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 the control
of the Partnership, and consequently, no assurance can be given 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.


                                     -23-
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

          Set forth below is selected financial data of the Partnership for the
five years ended December 31, 1998.  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                          1994             1995             1996              1997             1998
                                               -------------    --------------   --------------    -------------    -------------
<S>                                            <C>              <C>              <C>               <C>              <C>
   Revenues                                    $  3,140,700     $  3,267,000     $  3,510,700      $  3,644,700     $  3,630,300
   Costs and expenses                            (1,968,400)      (1,976,300)      (2,061,600)       (2,266,500)      (2,081,100)
   Depreciation and amortization                 (1,993,300)      (1,815,600)      (1,618,000)         (888,900)        (837,900)
                                               -------------    --------------   --------------    -------------    -------------
   Operating income (loss)                         (821,000)        (524,900)        (168,900)          489,300          711,300
   Interest expense                                (298,200)        (361,200)        (295,200)         (252,300)        (214,900)
   Interest income                                   18,600           23,700           12,600            18,300           31,000
   Gain (loss) on sale of cable assets                    -                -           (1,000)              100              500
                                               -------------    --------------   --------------    -------------    -------------
   Net income (loss)                           $ (1,100,600)    $   (862,400)    $   (452,500)     $    255,400     $    527,900
                                               -------------    --------------   --------------    -------------    -------------
                                               -------------    --------------   --------------    -------------    -------------
PER UNIT OF LIMITED
  PARTNERSHIP INTEREST:
    Net income (loss)                          $     (13.65)    $     (10.70)    $      (5.61)   $         3.17     $       6.55
                                               -------------    --------------   --------------    -------------    -------------
                                               -------------    --------------   --------------    -------------    -------------
OTHER OPERATING DATA
   Net cash provided by operating activities   $    931,500     $  1,044,800     $  1,109,200    $    1,275,200     $  1,204,900
   Net cash used in investing activities           (207,800)        (830,300)        (240,600)         (157,000)        (239,300)
   Net cash used in financing activities         (1,107,800)        (617,900)        (875,000)         (628,200)      (1,083,000)
   EBITDA(1)                                      1,172,300        1,290,700        1,449,100         1,378,200        1,549,200
   EBITDA to revenues                                 37.3%            39.5%            41.3%             37.8%            42.7%
   Total debt to EBITDA                                3.9x             3.2x             2.2x              1.8x            0.87x
   Capital expenditures                        $    189,700     $    806,300     $    246,000    $      123,800     $    215,200

<CAPTION>
                                                                                 As of December 31,
                                               ----------------------------------------------------------------------------------
BALANCE SHEET DATA                                 1994             1995             1996              1997             1998
                                               -------------    --------------   --------------    -------------    -------------
<S>                                            <C>              <C>              <C>               <C>              <C>
   Total assets                                $  8,285,300     $  6,957,300     $  5,657,200      $  5,359,000     $  4,638,800
   Total debt                                     4,625,000        4,125,000        3,125,000         2,500,000        1,350,000
   General partners' deficit                       (133,200)        (141,800)        (146,300)         (143,700)        (138,400)
   Limited partners' capital                      3,084,300        2,230,500        1,782,500         2,035,300        2,557,900

</TABLE>
-----------------

          (1) EBITDA is calculated as operating income before depreciation and
amortization.  Based on its experience in the cable television industry, the
partnership believes that EBITDA and related measures of cash flow serve as
important financial analysis tools for measuring and comparing cable television
companies in several areas, such as liquidity, operating performance and
leverage. 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 GAAP and does not
represent cash generated from operating activities in accordance with GAAP. 
EBITDA should not be considered by the reader as an alternative to net income as
an indicator of the partnership's financial performance or as an alternative to
cash flows as a measure of liquidity.  In addition, the partnership's definition
of EBITDA may not be identical to similarly titled measures used by other
companies.


                                     -24-
<PAGE>

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

INTRODUCTION

          The 1992 Cable Act required the FCC to, among other things, implement
extensive regulation of the 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
the Partnership's revenues and cash flow.  The 1996 Telecom Act substantially
changed the competitive and regulatory environment for cable television and
telecommunications service providers.  Among other changes, the 1996 Telecom Act
provides that the regulation of CPST rates will 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 the effect thereof
on the Partnership's business.  Accordingly, the Partnership's historical
financial results as described below are not necessarily indicative of future
performance.

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

RESULTS OF OPERATIONS

          1998 COMPARED TO 1997

          The Partnership's 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 the Partnership in 1997, and by a $700 increase
in other revenue producing items.  As of December 31, 1998, the Partnership had
approximately 8,900 basic subscribers and 2,000 premium service units.

          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.

          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.

          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.


                                     -25-
<PAGE>

          The Partnership's 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.

          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.

          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, the Partnership's 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.

          1997 COMPARED TO 1996

          The Partnership's revenues increased from $3,510,700 to $3,644,700,
or by 3.8%, for the year ended December 31, 1997 as compared to 1996.  Of the
$134,000 increase, $244,200 was due to increases in regulated service rates that
were implemented by the Partnership in the second and fourth quarters of 1996
and the fourth quarter of 1997 and $35,700 was due to the July 1, 1996
restructuring of The Disney Channel from a premium channel to a tier channel. 
These increases were partially offset by an $82,200 decrease due to decreases in
the number of subscriptions for basic, premium and tier services and by $63,700
due to decreases in other revenue producing items, primarily incentive fees from
programmers.  As of December 31, 1997, the Partnership had approximately 9,300
basic subscribers and 2,300 premium service units.

          Service costs increased from $1,142,600 to $1,245,300, or by 9.0%,
for the year ended December 31, 1997 as compared to 1996.  Service costs
represent costs directly attributable to providing cable services to customers. 
The increase was primarily due to higher programming fees and copyright fees. 
The increase was also the result of decreased capitalization of labor and
overhead costs resulting from fewer capital projects in 1997.  Programming
expense increased primarily as a result of higher rates charged by program
suppliers, and copyright fees increased due to increases in revenues.

          General and administrative expenses increased from $433,300 to
$496,000, or by 14.5%, for the year ended December 31, 1997 as compared to 1996,
primarily due to increases in bad debt expense, marketing expense and insurance
costs.

          Management fees and reimbursed expenses increased from $485,700 to
$525,200, or by 8.1%, for the year ended December 31, 1997 as compared to 1996. 
Management fees increased in direct relation to increased revenues as described
above.  Reimbursed expenses increased principally due to higher allocated
personnel costs resulting from staff additions and wage increases.

          Depreciation and amortization expense decreased from $1,618,000 to
$888,900, or by 45.1%, for the year ended December 31, 1997 as compared to 1996,
due to the effect of certain intangible assets becoming fully amortized.


                                     -26-
<PAGE>

          The Partnership generated operating income of $489,300 for the year
ended December 31, 1997 as compared to an operating loss of $168,900 for the
year ended December 31, 1996 due to increases in revenues and decreases in
depreciation and amortization expense as described above.

          Interest expense decreased from $295,200 to $252,300, or by 14.5%,
for the year ended December 31, 1997 as compared to 1996, due to a decrease in
average borrowings during 1997.

          Interest income increased from $12,600 to $18,300, or by 45.2%, for
the year ended December 31, 1997 as compared to 1996, due to higher average cash
balances available for investment and due to a change in investment policy that
yielded a greater return on invested cash.

          Due to the factors described above, the Partnership generated net
income of $255,400 for the year ended December 31, 1997 as compared with a net
loss of $452,500 for the year ended December 31, 1996.

          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 41.3% during 1996 to 37.8% in 1997.  The
decrease was primarily due to increased programming fees and bad debt expense. 
EBITDA decreased from $1,449,100 to $1,378,200, or by 4.9%, as a result.

          DISTRIBUTIONS TO PARTNERS

          As provided in the Partnership 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 1996, 1997 or in 1998.  The Partnership's 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 upgrade
program, management has concluded that it is not prudent for the Partnership to
resume paying distributions at this time.

LIQUIDITY AND CAPITAL RESOURCES

          The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses, debt service and capital requirements relating to the
expansion, improvement and upgrade of its cable systems.  The Partnership's
capital expenditures were $215,200 in 1998.  

          Based on its belief that the market for cable systems has generally
improved, the Corporate General Partner is evaluating strategies for liquidating
the Partnership.  These strategies include the potential sale of substantially
all of the Partnership's assets to third parties and/or affiliates of the
Corporate General Partner, and the subsequent liquidation of the Partnership. 
The Corporate General Partner expects to complete its evaluation within the next
several months and intends to advise unitholders promptly if it believes that
commencing a liquidating transaction would be in the best interests of
unitholders.

          As of the date of this Report, 95% of the available channel capacity
is being utilized in the Partnership's systems that serve 78% of its customers. 
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 $2.4 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 


                                     -27-
<PAGE>

$1.5 million within 24 months.  The full upgrade program is estimated to 
require aggregate capital expenditures of approximately $3.9 million.  
Capital expenditures budgeted for 1999 include $2.4 million for the required 
rebuild and approximately $346,400 for the upgrade of other assets.

          The Partnership is party to a loan agreement with Enstar Finance
Company, LLC ("EFC"), a subsidiary of the Corporate General Partner.  The loan
agreement provides for a revolving loan facility of $4,563,000 (the "Facility").
The Partnership prepaid $1,150,000 of its outstanding borrowings under the
Facility during 1998 such that total outstanding borrowings were $1,350,000 at
December 31, 1998.  The Partnership's management expects to increase borrowings
under the Facility in the future to fund the upgrade of the Partnership's
systems.  However, the Partnership's borrowing capacity and its present cash
reserves will be insufficient to fund its entire upgrade program.  Consequently,
the Partnership will need to rely on increased cash flow from operations or new
sources of borrowing in order to meet its 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 the Partnership on acceptable
terms.  If the Partnership is not able to attain such cash flow increases, or
obtain new sources of borrowings, the Partnership will not be able to complete
its full upgrade program.  As a result, the value of the Partnership's systems
will be lower than that of systems rebuilt to a higher technical standard.

          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 (7.75% at December 31, 1998) 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.  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 Partnership believes it was in compliance with the covenants at
December 31, 1998.

          The Corporate General Partner contributed its $269,300 receivable
balance from the Partnership for past due management fees and reimbursed
expenses as an equity contribution to EFC.  This balance remains an outstanding
obligation of the Partnership.

          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.  However, as a result of the
pending upgrade program discussed above, the Corporate General Partner has
concluded that it is not prudent for the Partnership to resume paying
distributions at this time.

          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 owned or managed by FCLP.

          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.


                                     -28-
<PAGE>

          During the fourth quarter of 1998, FCLP, on behalf of the Corporate
General Partner, continued its identification and evaluation of the
Partnership's Year 2000 business risks and its exposure to computer systems, to
operating equipment which is date sensitive and to the interface systems of its
vendors and service providers.  The evaluation has focused on identification and
assessment of systems and equipment that may fail to distinguish between the
year 1900 and the year 2000 and, as a result, may cease to operate or may
operate improperly when dates after December 31, 1999 are introduced.  

          Based on a study conducted in 1997, FCLP concluded that certain of
the Partnership's information systems were not Year 2000 compliant and elected
to replace such software and hardware with applications and equipment certified
by the vendors as Year 2000 compliant.  FCLP installed a number of the new
systems in January 1999.  The remaining systems are expected to be installed by
mid-1999.  The total anticipated cost, including replacement software and
hardware, will be borne by FCLP.  FCLP is utilizing internal and external
resources to install the new systems.  FCLP does not believe that any other
significant information technology ("IT") projects affecting the Partnership
have been delayed due to efforts to identify and address Year 2000 issues.

          Additionally, FCLP has continued to inventory the Partnership's
operating and revenue generating equipment to identify items that need to be
upgraded or replaced and has surveyed cable equipment manufacturers to determine
which of their models require upgrade or replacement to become Year 2000
compliant. Identification and evaluation, while ongoing, are substantially
completed and a plan is being developed to remediate non-compliant equipment
prior to January 1, 2000.  FCLP expects to complete its planning process by the
end of May 1999.  Upgrade or replacement, testing and implementation will be
performed thereafter.  The cost of such replacement or remediation, currently
estimated at $34,000, is not expected to have a material effect on the
Partnership's financial position or results of operations. The Partnership had
not incurred any costs related to the Year 2000 project as of December 31, 1998.
FCLP plans to inventory, assess, replace and test equipment with embedded
computer chips in a separate segment of its project, presently scheduled for the
second half of 1999.

          FCLP has continued to survey the Partnership's significant third
party vendors and service suppliers to determine the extent to which the
Partnership's interface systems are vulnerable should those third parties fail
to solve their own Year 2000 problems on a timely basis.  Among the most
significant service providers upon which the Partnership relies are programming
suppliers, power and telephone companies, various banking institutions and the
Partnership's customer billing service.  A majority of these service suppliers
either have not responded to FCLP's inquiries regarding their Year 2000
compliance programs or have responded that they are unsure if they will become
compliant on a timely basis.  Consequently, there can be no assurance that the
systems of other companies on which the Partnership must rely will be Year 2000
compliant on a timely basis.  

          FCLP expects to develop a contingency plan in 1999 to address
possible situations in which various systems of the Partnership, or of third
parties with which the Partnership does business, are not compliant prior to
January 1, 2000.  Considerable effort will be directed toward distinguishing
between those contingencies with a greater probability of occurring from those
whose occurrence is considered remote.  Moreover, such a plan will necessarily
focus on systems whose failure poses a material risk to the Partnership's
results of operations and financial condition.

          The Partnership's most significant Year 2000 risk is an interruption
of service to subscribers, resulting in a potentially material loss of revenues.
Other risks include impairment of the Partnership's ability to bill and/or
collect payment from its customers, which could negatively impact its liquidity
and cash flows.  Such risks exist primarily due to technological operations
dependent upon third parties and to a much lesser extent to those under the
control of the Partnership.  Failure to achieve Year 2000 readiness in either
area could have a material adverse impact on the Partnership.  The Partnership
is unable to estimate the possible effect on its results of operations,
liquidity and financial condition should its significant service suppliers fail


                                     -29-
<PAGE>

to complete their readiness programs prior to the Year 2000.  Depending on the
supplier, equipment malfunction or type of service provided, as well as the
location and duration of the problem, the effect could be material.  For
example, if a cable programming supplier encounters an interruption of its
signal due to a Year 2000 satellite malfunction, the Partnership will be unable
to provide the signal to its cable subscribers, which could result in a loss of
revenues, although the Partnership would attempt to provide its customers with
alternative program services for the period during which it could not provide
the original signal.  Due to the number of individually owned and operated
channels the Partnership carries for its subscribers, and the packaging of those
channels, the Partnership is unable to estimate any reasonable dollar impact of
such interruption.

          1998 VS. 1997

          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.  The Partnership
used $173,200 more cash to pay amounts owed to third party creditors due to
differences in the timing of payments.

          The Partnership 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.  The Partnership 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.  The Partnership used $66,500 less cash in 1998 than in 1997 for
the payment of deferred loan costs related to its Facility.

          1997 VS. 1996

          Operating activities provided $166,000 more cash in 1997 than in
1996.  Changes in receivables and prepaid expenses provided $180,900 more cash
in 1997 than in 1996, primarily due to the collection in 1997 of a $79,700
receivable for a programming incentive fee.  Other increases were caused by
timing differences in the collection of subscriber receivables and in the
payment of prepaid expenses.  The Partnership used $3,000 more cash to pay
amounts owed to third party creditors due to differences in the timing of
payments.

          The Partnership used $83,600 less cash in investing activities in
1997 than in the prior year due to a decrease of $122,200 in expenditures for
tangible assets, partially offset by a decrease of $31,500 in proceeds from the
sale of equipment and an increase of $7,100 in expenditures for intangible
assets.  Financing activities used $246,800 less cash during 1997 than in 1996,
principally due to proceeds (net of debt payments) of $375,000 from additional
borrowings obtained in 1997 by refinancing the Partnership's debt.  Changes in
amounts owed to the Corporate General Partner and other affiliates provided
$78,000 less cash in 1997 than in 1996 due to differences in the timing of
payments.  The Partnership used $50,200 more cash for the payment of deferred
loan costs related to the new Facility.

NEW ACCOUNTING PRONOUNCEMENT

          In 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5, "Reporting on Costs of Start-Up Activities." 
The new standard, which becomes effective for the Partnership on January 1,
1999, requires costs of start-up activities to be expensed as incurred.  The
Partnership believes that adoption of this standard will not have an impact on
the Partnership's financial position or results of operations.


                                     -30-
<PAGE>

INFLATION

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

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

          The Partnership is exposed to financial market risks, including
changes in interest rates from its long-term debt arrangements.  Under its
current policies, the Partnership does not use interest rate derivative
instruments to manage exposure to interest rate changes.  An increase in
interest rates of 1% in 1998 would have increased the Partnership's interest
expense for the year ended December 31, 1998 by approximately $19,000 with a
corresponding decrease to its 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

          Not applicable.


                                     -31-
<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, 1998, the Corporate General Partner managed cable television
systems which had approximately 91,000 basic subscribers.

          On September 30, 1998, FHGLP acquired ownership of the Corporate
General Partner from Falcon Cablevision.  FHGI is the sole general partner of
FHGLP.  FHGLP controls the general partners of the 15 limited partnerships which
operate under the Enstar name (including the Partnership).  Although these
limited partnerships are affiliated with FHGLP, their assets are owned by legal
entities separate from the Partnership.

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

<TABLE>
<CAPTION>
NAME                           POSITION
----                           --------
<S>                            <C>
Marc B. Nathanson              Director, Chairman of the Board and Chief Executive Officer

Frank J. Intiso                Director, President and Chief Operating Officer

Stanley S. Itskowitch          Director, Executive Vice President and General Counsel

Michael K. Menerey             Director, Executive Vice President, Chief Financial Officer and Secretary

Joe A. Johnson                 Executive Vice President - Operations

Thomas J. Hatchell             Executive Vice President - Operations

Abel C. Crespo                 Vice President, Corporate Controller

</TABLE>

MARC B. NATHANSON, 53, has been Chairman of the Board and Chief Executive
Officer of FHGI and its predecessors since 1975, and prior to September 19, 1995
also served as President.  He has been Chairman of the Board and Chief Executive
Officer of Enstar Communications Corporation since October 1988, and also served
as its President prior to September 1995.  Prior to 1975, Mr. Nathanson was Vice
President of Marketing for Teleprompter Corporation, then the largest cable
operator in the United States. He also held executive positions with Warner
Cable and Cypress Communications Corporation. He is a former President of the
California Cable Television Association and a member of Cable Pioneers. He is
currently a director of the National Cable Television Association ("NCTA") and
will Chair its 1999 National Convention. At the 1986 NCTA convention, Mr.
Nathanson was honored by being named the recipient of the Vanguard Award for
outstanding contributions to the growth and development of the cable television
industry. Mr. Nathanson is a 30-year veteran of the cable television industry.
He is a founder of the Cable Television Administration and Marketing Society
("CTAM") and the Southern California Cable Television Association. Mr. Nathanson
is an Advisory Board member of 


                                     -32-
<PAGE>

TVA, (Brazil) and also Chairman of the Board and Chief Executive Officer of 
Falcon International Communications, LLC. Mr. Nathanson was appointed by 
President Clinton on November 1, 1998 as Chair of the Board of Governors for 
the International Bureau of Broadcasting which oversees Voice of America, 
Radio/TV Marti, Radio Free Asia, Radio Free Europe and Radio Liberty. Mr. 
Nathanson is a trustee of the Annenburg School of Communications at the 
University of Southern California and a member of the Board of Visitors of 
the Anderson School of Management at UCLA. In addition, he serves on the 
Board of the UCLA Foundation and the UCLA Center for Communications Policy 
and is on the Board of Governors of AIDS Project Los Angeles and Cable 
Positive. 

FRANK J. INTISO, 52, was appointed President and Chief Operating Officer of FHGI
in September 1995. Between 1982 and September 1995, Mr. Intiso held the
positions of Executive Vice President and Chief Operating Officer, with
responsibility for the day-to-day operations of all cable television systems
under the management of Falcon. He has been President and Chief Operating
Officer of Enstar Communications Corporation since September 1995, and between
October 1988 and September 1995 held the positions of Executive Vice President
and Chief Operating Officer. Mr. Intiso has a Masters Degree in Business
Administration from UCLA and is a Certified Public Accountant. He currently
serves as Immediate Past Chair of the California Cable Television Association
and is on the boards of the Cable Advertising Bureau, Cable in the Classroom,
and the California Cable Television Association. He is a member of the American
Institute of Certified Public Accountants, the American Marketing Association,
the American Management Association and the Southern California Cable Television
Association. 

STANLEY S. ITSKOWITCH, 60, has been a Director of FHGI and its predecessors
since 1975. He served as Senior Vice President and General Counsel of FHGI from
1987 to 1990 and has been Executive Vice President and General Counsel since
February 1990.  Mr. Itskowitch has been Executive Vice President and General
Counsel of Enstar Communications Corporation since October 1988. He has been
President and Chief Executive Officer of F.C. Funding, Inc. (formerly Fallek
Chemical Company), which is a marketer of chemical products, since 1980. He is a
Certified Public Accountant and a former tax partner in the New York office of
Touche Ross & Co. (now Deloitte & Touche LLP). He has a J.D. Degree and an
L.L.M. Degree in Tax from New York University School of Law. Mr. Itskowitch is
also Executive Vice President and General Counsel of Falcon International
Communications, LLC.

MICHAEL K. MENEREY, 47, has been Executive Vice President, Chief Financial
Officer and Secretary of FHGI and Enstar Communications Corporation since
February 1998 and was Chief Financial Officer and Secretary of FHGI and its
predecessors between 1984 and 1998 and of Enstar Communications Corporation
since October 1988. Mr. Menerey is a Certified Public Accountant and is a member
of the American Institute of Certified Public Accountants and the California
Society of Certified Public Accountants, and he was formerly associated with BDO
Seidman.

JOE A. JOHNSON, 54, has been Executive Vice President of Operations of FHGI
since September 1995, and was a Divisional Vice President of FHGI between 1989
and 1992. He has been Executive Vice President-Operations of Enstar
Communications Corporation since January 1996. From 1982 to 1989, he held the
positions of Vice President and Director of Operations for Sacramento Cable
Television, Group W Cable of Chicago and Warner Amex. From 1975 to 1982, Mr.
Johnson held Cable System and Regional Manager positions with Warner Amex and
Teleprompter. Mr. Johnson is also a member of the Cable Pioneers. 

THOMAS J. HATCHELL, 49, has been Executive Vice President of Operations of FHGI
and Enstar Communications Corporation since February 1998. From October 1995 to
February 1998, he was Senior Vice President of Operations of Falcon
International Communications, L.P. and its predecessor company and was a Senior
Vice President of FHGI from January 1992 to September 1995. Mr. Hatchell was a
Divisional Vice President of FHGI between 1989 and 1992. From 1981 to 1989, he
served as Vice President and Regional Manager for the San Luis Obispo,
California region owned by an affiliate of FHGI. He was Vice President of
Construction of an affiliate of FHGI from June 1980 to June 1981.


                                     -33-
<PAGE>

ABEL C. CRESPO, 39, has been Vice President, Corporate Controller of FHGI and
Enstar Communications Corporation since March 1999.  He previously had served as
Controller since January 1997. Mr. Crespo joined Falcon in December 1984, and
has held various accounting positions during that time. Mr. Crespo holds a
Bachelor of Science degree in Business Administration from California State
University, Los Angeles. 

OTHER OFFICERS OF FALCON

          The following sets forth certain biographical information with
respect to certain additional members of FHGI management. 

LYNNE A. BUENING, 45, has been Vice President of Programming of FHGI since
November 1993. From 1989 to 1993, she served as Director of Programming for
Viacom Cable, a division of Viacom International Inc. Prior to that, Ms. Buening
held programming and marketing positions in the cable, broadcast and newspaper
industries. 

OVANDO COWLES, 45, has been Vice President of Advertising Sales and Production
of FHGI since January 1992. From 1988 to 1991, he served as Director of
Advertising Sales and Production at Cencom Cable Television in Pasadena,
California.  From 1985 to 1988, he was an Advertising Sales Account Executive at
Choice TV, an affiliate of FHGI.

HOWARD J. GAN, 52, has been Vice President of Regulatory Affairs of FHGI and its
predecessors since 1988. Prior to joining FHGI, he was General Counsel at
Malarkey-Taylor Associates, a Washington, D.C.-based telecommunications
consulting firm, from 1986 to 1988, and was Vice President and General Counsel
at CTIC Associates from 1978 to 1983. In addition, he was an attorney and an
acting Branch Chief of the Federal Communications Commission's Cable Television
Bureau from 1973 to 1978. 

R.W. ("SKIP") HARRIS, 51, has been Vice President of Marketing of FHGI since
June 1991. Mr. Harris was National Director of Affiliate Marketing for The
Disney Channel from 1985 to 1991. He was also a sales manager, regional
marketing manager and director of marketing for Cox Cable Communications from
1978 to 1985. 

MARTIN B. SCHWARTZ, 39, has been Vice President of Corporate Development of FHGI
since March 1999.  Mr. Schwartz joined Falcon in November 1989 and has held
various finance, planning and corporate development positions during that time,
most recently that of Director of Corporate Development.  Mr. Schwartz has a
Masters Degree in Business Administration from UCLA.

JOAN SCULLY, 63, has been Vice President of Human Resources of FHGI and its
predecessors since May 1988. From 1987 to May 1988, she was self-employed as a
management consultant to cable and transportation companies. She served as
Director of Human Resources of a Los Angeles-based cable company from 1985
through 1987. Prior to that time, she served as a human resource executive in
the entertainment and aerospace industries. Ms. Scully holds a Masters Degree in
Human Resources Management from Pepperdine University. 

RAYMOND J. TYNDALL, 51, has been Vice President of Engineering of FHGI since
October 1989. From 1975 to September 1989, he held various technical positions
with Choice TV and its predecessors. From 1967 to 1975, he held various
technical positions with Sammons Communications. He is a certified National
Association of Radio and Television Engineering ("NARTE") engineer in lightwave,
microwave, satellite and broadband and is a member of the Cable Pioneers. 

          In addition, FHGI has six Divisional Vice Presidents who are based in
the field.  They are G. William Booher, Daniel H. DeLaney, Ron L. Hall, Ronald
S. Hren, Michael E. Kemph and Michael D. Singpiel.


                                     -34-
<PAGE>

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

ITEM 11.  EXECUTIVE COMPENSATION

MANAGEMENT FEE

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

          For the fiscal year ended December 31, 1998, the Manager charged the
Partnership management fees of approximately $181,500 and reimbursed expenses of
$341,000.  The Partnership also reimbursed an affiliate approximately $15,600
for system operating management services.  In addition, certain programming
services are purchased through FCLP.  The Partnership paid FCLP approximately
$801,400 for these programming services for fiscal year 1998.

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."


                                     -35-
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          As of March 1, 1999, 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              4,698(1)                5.9%
 Interest                        199 South Los Robles Ave., 
                                 Suite 440
                                 Pasadena, CA  91101
</TABLE>

(1)  As reported to the Partnership by its transfer agent, Gemisys Corporation.


          The Corporate General Partner is a wholly-owned subsidiary of FHGLP. 
FHGI owns a 10.6% interest in, and is the general partner of, FHGLP.  As of
March 3, 1999, the common stock of FHGI was owned as follows: 78.5% by Falcon
Cable Trust, a grantor trust of which Marc B. Nathanson is trustee and he and
members of his family are beneficiaries; 20% by Greg A. Nathanson; and 1.5% by
Stanley S. Itskowitch.  Greg A. Nathanson is Marc B. Nathanson's brother.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST

          On September 30, 1998, FHGLP acquired ownership of Enstar
Communications Corporation from Falcon Cablevision and FCLP assumed the
management services operations of FHGLP.  FCLP now manages the operations of the
partnerships of which Enstar Communications Corporation is the Corporate General
Partner, including the Partnership.  FCLP began receiving management fees and
reimbursed expenses which had previously been paid by the Partnership, as well
as other affiliated entities, to FHGLP.  The day-to-day management of FCLP is
substantially the same as that of FHGLP, which serves as the managing partner of
FCLP.

          Certain members of management of the Corporate General Partner have
also been involved in the management of other cable ventures.  FCLP may enter
into other cable ventures, including ventures similar to the Partnership.

          The Partnership relies upon the Corporate General Partner and certain
of its affiliates to provide general management services, system operating
services, supervisory and administrative services and programming.  See Item
11., "Executive Compensation."  The Partnership is also party to a loan
agreement with a subsidiary of the Corporate General Partner.  See Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources."

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


                                     -36-
<PAGE>

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

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

FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE GENERAL PARTNERS

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

          The partnership agreement provides that the General Partners will be
indemnified by the Partnership for acts performed within the scope of their
authority under the partnership agreement if such general 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 the Corporate General Partner, FHGI and
its affiliates (which include FCLP), officers and directors and such other
persons as the Corporate General Partner shall determine, against liabilities
which they may incur with respect to claims made against them for certain
wrongful or allegedly wrongful acts, including certain errors, misstatements,
misleading statements, omissions, neglect or breaches of duty.  To the extent
that the exculpatory provisions purport to include indemnification for
liabilities arising under the Securities Act of 1933, it is the opinion of the
Securities and Exchange Commission that such indemnification is contrary to
public policy and therefore unenforceable.


                                     -37-
<PAGE>

                                      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.


                                     -38-
<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, 1999.

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

                                    By:    Enstar Communications Corporation,
                                           Corporate General Partner

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

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities indicated on the 30th day of March 1999.

<TABLE>
<CAPTION>
          Signatures                               Title(*)
     ---------------------               ---------------------------------------
<S>                                      <C>

     /s/ Marc B. Nathanson               Chairman of the Board and Chief
     ---------------------                 Executive Officer
     Marc B. Nathanson                     (Principal Executive Officer)



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



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



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

</TABLE>

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


                                     -39-
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                     PAGE
                                                                     ----
<S>                                                                  <C>

Report of Independent Auditors                                        F-2

Balance Sheets - December 31, 1997 and 1998                           F-3 

Financial Statements for each of 
  the three years in the period 
  ended December 31, 1998:

    Statements of Operations                                          F-4 

    Statements of Partnership Capital (Deficit)                       F-5 

    Statements of Cash Flows                                          F-6 

Notes to Financial Statements                                         F-7 

</TABLE>

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


                                      F-1
<PAGE>

                           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, 1997 and 1998,
and the related statements of operations, partnership capital (deficit), and
cash flows for each of the three years in the period ended December 31, 1998. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Enstar Income/Growth Program
Six-A, L.P. at December 31, 1997 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998, in conformity with generally accepted accounting principles. 




                                            /s/   ERNST & YOUNG LLP 

Los Angeles, California
March 12, 1999


                                      F-2
<PAGE>

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

                                 BALANCE SHEETS

                    ----------------------------------------
                    ----------------------------------------
<TABLE>
<CAPTION>
                                                                               December 31,
                                                                     -------------------------------
                                                                          1997              1998
                                                                     -------------     -------------
<S>                                                                  <C>               <C>
ASSETS:
  Cash and cash equivalents                                           $   659,400       $   542,000

   Accounts receivable, less allowance of $5,400 and
     $6,000 for possible losses                                            20,000            34,400

   Prepaid expenses and other assets                                       38,200            33,700

   Property, plant and equipment, less accumulated
     depreciation and amortization                                      3,428,900         3,048,800

   Franchise cost, net of accumulated
     amortization of $2,500,900 and $2,622,600                          1,141,500           927,400

   Deferred loan costs and other deferred charges, net                     71,000            52,500
                                                                     -------------     -------------

                                                                      $ 5,359,000       $ 4,638,800
                                                                     -------------     -------------
                                                                     -------------     -------------
                                LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
   Accounts payable                                                   $   460,200       $   292,700
   Due to affiliates                                                      507,200           576,600
   Note payable - affiliate                                             2,500,000         1,350,000
                                                                     -------------     -------------

TOTAL LIABILITIES                                                       3,467,400         2,219,300
                                                                     -------------     -------------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                      (143,700)         (138,400)
   Limited partners                                                     2,035,300         2,557,900
                                                                     -------------     -------------

TOTAL PARTNERSHIP CAPITAL                                               1,891,600         2,419,500
                                                                     -------------     -------------

                                                                      $ 5,359,000       $ 4,638,800
                                                                     -------------     -------------
                                                                     -------------     -------------
</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,
                                                       ---------------------------------------------------------
                                                            1996                1997                1998
                                                       ----------------    ----------------    ----------------
<S>                                                    <C>                 <C>                 <C>
REVENUES                                               $     3,510,700     $     3,644,700     $     3,630,300
                                                       ----------------    ----------------    ----------------

OPERATING EXPENSES:
   Service costs                                             1,142,600           1,245,300           1,125,800
   General and administrative expenses                         433,300             496,000             432,800
   General Partner management fees
     and reimbursed expenses                                   485,700             525,200             522,500
   Depreciation and amortization                             1,618,000             888,900             837,900
                                                       ----------------    ----------------    ----------------

                                                             3,679,600           3,155,400           2,919,000
                                                       ----------------    ----------------    ----------------

     Operating income (loss)                                  (168,900)            489,300             711,300
                                                       ----------------    ----------------    ----------------


OTHER INCOME (EXPENSE):
   Interest expense                                           (295,200)           (252,300)           (214,900)
   Interest income                                              12,600              18,300              31,000
   Gain (loss) on sale of cable assets                          (1,000)                100                 500
                                                       ----------------    ----------------    ----------------

                                                              (283,600)           (233,900)           (183,400)
                                                       ----------------    ----------------    ----------------

NET INCOME (LOSS)                                      $      (452,500)    $       255,400     $       527,900
                                                       ----------------    ----------------    ----------------
                                                       ----------------    ----------------    ----------------

Net income (loss) allocated to General Partners        $        (4,500)    $         2,600     $         5,300
                                                       ----------------    ----------------    ----------------
                                                       ----------------    ----------------    ----------------

Net income (loss) allocated to Limited Partners        $      (448,000)    $       252,800     $       522,600
                                                       ----------------    ----------------    ----------------
                                                       ----------------    ----------------    ----------------

NET INCOME (LOSS) PER UNIT OF LIMITED
  PARTNERSHIP INTEREST                                 $         (5.61)    $          3.17     $          6.55
                                                       ----------------    ----------------    ----------------
                                                       ----------------    ----------------    ----------------
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
                                                ---------------    ---------------     --------------
<S>                                             <C>                <C>                 <C>
PARTNERSHIP CAPITAL (DEFICIT),
   January 1, 1996                              $     (141,800)    $    2,230,500      $    2,088,700

     Net loss for year                                  (4,500)          (448,000)           (452,500)
                                                ---------------    ---------------     --------------

PARTNERSHIP CAPITAL (DEFICIT),
   December 31, 1996                                  (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
                                                ---------------    ---------------     --------------
                                                ---------------    ---------------     --------------
</TABLE>


                 See accompanying notes to financial statements.


                                      F-5
<PAGE>

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

                            STATEMENTS OF CASH FLOWS

                     ----------------------------------------
                     ----------------------------------------
<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                                   -----------------------------------------------------
                                                                        1996               1997               1998
                                                                   ---------------    ---------------     --------------
<S>                                                                <C>                <C>                 <C>
Cash flows from operating activities:
   Net income (loss)                                               $     (452,500)    $      255,400      $      527,900
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
      Depreciation and amortization                                     1,618,000            888,900             837,900
      Amortization of deferred loan costs                                  20,200             30,600              17,000
      (Gain) loss on sale of cable assets                                   1,000               (100)               (500)
      Increase (decrease) from changes in:
        Accounts receivable, prepaid expenses
          and other assets                                                (86,200)            94,700              (9,900)
        Accounts payable                                                    8,700              5,700            (167,500)
                                                                   ---------------    ---------------     --------------

           Net cash provided by operating activities                    1,109,200          1,275,200           1,204,900
                                                                   ---------------    ---------------     --------------

Cash flows from investing activities:
   Capital expenditures                                                  (246,000)          (123,800)           (215,200)
   Increase in intangible assets                                          (26,200)           (33,300)            (24,600)
   Proceeds from sale of property, plant and
     equipment                                                             31,600                100                 500
                                                                   ---------------    ---------------     --------------

            Net cash used in investing activities                        (240,600)          (157,000)           (239,300)
                                                                   ---------------    ---------------     --------------

Cash flows from financing activities:
   Repayment of debt                                                   (1,000,000)        (3,125,000)                  -
   Borrowings from affiliate                                                    -          2,500,000                   -
   Repayment of borrowings from affiliate                                       -                  -          (1,150,000)
   Deferred loan costs                                                    (18,700)           (68,900)             (2,400)
   Due to affiliates                                                      143,700             65,700              69,400
                                                                   ---------------    ---------------     --------------

           Net cash used in financing activities                         (875,000)          (628,200)         (1,083,000)
                                                                   ---------------    ---------------     --------------

Net increase (decrease) in cash and
    cash equivalents                                                       (6,400)           490,000            (117,400)

Cash and cash equivalents at beginning of year                            175,800            169,400             659,400
                                                                   ---------------    ---------------     --------------

Cash and cash equivalents at end of year                           $      169,400     $      659,400      $      542,000
                                                                   ---------------    ---------------     --------------
                                                                   ---------------    ---------------     --------------
</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, 1996 include $179,000 of short-term
investments in commercial paper.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

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

                 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.

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 


                                      F-7
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

is in the process of negotiating the renewal of expired franchise agreements for
eight of the Partnership's 16 franchises.

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, 1998, the book basis of the Partnership's net assets exceeds its
tax basis by $1,551,400.

          The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, differ from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code.  The net effect of
these accounting differences is that net income for 1998 in the financial
statements is $289,100 more than tax income of the Partnership for the same
period, caused principally by timing differences in depreciation expense.


                                      F-8
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

COSTS OF START-UP ACTIVITIES

          In 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on Costs of Start-Up Activities."  The
new standard, which becomes effective for the Partnership on January 1, 1999,
requires costs of start-up activities to be expensed as incurred.  The
Partnership believes that adoption of this standard will not have an impact on
the Partnership's financial position or results of operations.

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.

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, 1988, Falcon Cablevision, a California limited
partnership, purchased all of the outstanding capital stock of the Corporate
General Partner.  On September 30, 1998, Falcon Holding Group, L.P., a Delaware
limited partnership ("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 serves as the managing partner of
FCLP.  The Corporate General Partner has contracted with FCLP and its affiliates
to provide management services for the Partnership.


                                      F-9
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 2 - PARTNERSHIP MATTERS (CONTINUED)

          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.

          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.


                                      F-10
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment consist of:

<TABLE>
<CAPTION>
                                             December 31,
                                      ------------------------
                                         1997          1998
                                      ----------    ----------
<S>                                   <C>           <C>
 Cable television systems             $7,967,900    $8,000,800
 Vehicles, furniture and 
     equipment, and leasehold 
     improvements                        357,400       444,200
                                      ----------    ----------
                                       8,325,300     8,445,000
 Less accumulated depreciation 
     and amortization                  4,896,400     5,396,200
                                      ----------    ----------
                                      $3,428,900    $3,048,800
                                      ----------    ----------
                                      ----------    ----------
</TABLE>

NOTE 4 - 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 5 - NOTE PAYABLE - AFFILIATE

          On September 30, 1997, the Partnership refinanced its existing debt
with a credit facility from a subsidiary of the Corporate General Partner,
Enstar Finance Company, LLC ("EFC").  EFC obtained a secured bank facility of
$35 million from two agent banks in order to obtain funds that would in turn be
advanced to the Partnership and certain of the other partnerships managed by the
Corporate General Partner.  The Partnership entered into a loan agreement with
EFC for a revolving loan facility (the "Facility") of $4,563,000 of which
$2,500,000 was advanced to the Partnership at closing.  Such funds together with
available cash were used to repay the Partnership's previous note payable
balance of $2,525,000 and related accrued interest.  The Partnership also paid
deferred programming fees of $181,700 to Falcon Cablevision.  Outstanding
borrowings at December 31, 1998 were $1,350,000.


                                      F-11
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 5 - NOTE PAYABLE - AFFILIATE (CONTINUED)

          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 (7.75% at December 31, 1998) plus 0.625%, or at an offshore
rate plus 1.875%.  The Partnership is permitted to prepay amounts outstanding
under the Facility at any time without penalty, and is able to reborrow
throughout the term of the Facility up to the maximum commitment then available
so long as no event of default exists.  If the Partnership has "excess cash
flow" (as defined in its loan agreement) and has leverage, as defined, in excess
of 4.25 to 1, or receives proceeds from sales of its assets in excess of a
specified amount, the Partnership is required to make mandatory prepayments
under the Facility.  Such prepayments permanently reduce the maximum commitment
under the Facility.  The Partnership is also required to pay a commitment fee of
0.5% per annum on the unused portion of its Facility, and an annual
administrative fee.  Advances by EFC under its partnership loan facilities are
independently collateralized by individual partnership borrowers so that no
partnership is liable for advances made to other partnerships.  Borrowings under
the Partnership's Facility are collateralized by substantially all assets of the
Partnership.  At closing, the Partnership paid to EFC a $46,400 facility fee. 
This represented the Partnership's pro rata portion of a similar fee paid by EFC
to its lenders.  In connection with this refinancing, the Partnership wrote off
$16,500 in deferred loan costs during 1997 relating to the former bank credit
facility.

          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 Corporate General Partner
believes the Partnership was in compliance with the covenants at December 31,
1998.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

          Future minimum rental payments under non-cancelable operating leases
that have remaining terms in excess of one year as of December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
              Year                                          Amount
           -----------                                    ----------
          <S>                                           <C>
            1999                                          $    9,500
            2000                                               3,800
            2001                                               3,800
            2002                                               3,800
            2003                                               3,800
            Thereafter                                         4,800
                                                          ----------
                                                          $   29,500
                                                          ----------
                                                          ----------
</TABLE>

                                      F-12
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

          Rentals, other than pole rentals, charged to operations approximated
$17,700, $17,700 and $17,900 in 1996, 1997 and 1998, respectively.  Pole rentals
approximated $38,800, $46,100 and $42,300 in 1996, 1997 and 1998, respectively.

          Other commitments include approximately $2.4 million at December 31,
1998 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 owned or managed by FCLP.

          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.


                                      F-13
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 7 - EMPLOYEE BENEFIT PLAN

          The Partnership has a cash or deferred profit sharing plan (the
"Profit Sharing Plan") covering substantially all of its employees.  The Profit
Sharing Plan provides that each participant may elect to make a contribution in
an amount up to 15% of the participant's annual compensation which otherwise
would have been payable to the participant as salary. The Partnership's
contribution to the Profit Sharing Plan, as determined by management, is
discretionary but may not exceed 15% of the annual aggregate compensation (as
defined) paid to all participating employees.  There were no contributions
charged against operations for the Profit Sharing Plan in 1996, 1997 or 1998.

NOTE 8 - 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 $175,500, $182,200 and $181,500 in 1996,
1997 and 1998, 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.  The Corporate General Partner has contracted with FCLP and
its affiliates to provide management services for the Partnership.  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 $310,200, $343,000 and $341,000 in
1996, 1997 and 1998, 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.

          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 $46,000, $44,200 and $15,600 in 1996, 1997 and
1998, 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 have been purchased through
FCLP.  FCLP, in the normal course of business, purchases cable programming
services from certain program suppliers owned in whole or in part by affiliates
of an entity that became a general partner of FCLP on September 30, 1998.  Such
purchases of programming services are made on behalf of the Partnership and the
other partnerships managed by the Corporate General Partner as well as for
FCLP's own cable television operations.  FCLP charges the Partnership for these
costs based on an estimate of what the Corporate General Partner could negotiate
for such programming services for the 15 partnerships managed by the Corporate
General Partner as a group.  


                                      F-14
<PAGE>

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

                            NOTES TO FINANCIAL STATEMENTS

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

NOTE 8 - TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES (CONTINUED)

The Partnership recorded programming fee expense of $727,900, $789,000 and
$801,400 in 1996, 1997 and 1998, respectively.  Programming fees are included in
service costs in the statements of operations.

NOTE 9 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

          Cash paid for interest amounted to $294,900, $215,200 and $230,600 in
1996, 1997 and 1998, respectively.


                                      F-15
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

  EXHIBIT
  NUMBER        DESCRIPTION
  -------       -----------
<S>             <C>
     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

<CAPTION>

  EXHIBIT
  NUMBER        DESCRIPTION
  -------       -----------
<S>             <C>
    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)

    21.1        Subsidiaries:  None.

</TABLE>


                                      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.



                                      E-3