<PAGE>
================================================================================
                       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, 2001

                                  OR

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

          For the transition period from ___________ to____________


          Commission File Number:  000-17687

                    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)

         12405 Powerscourt Drive
           St. Louis, Missouri                                 63131
---------------------------------------                      ----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:       (314) 965-0555

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

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

                                                        Name of each exchange
                        Title of each class              on which registered
               ------------------------------------     ---------------------
               Units of Limited Partnership Interest             None

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

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

     State the aggregate market value of the voting equity securities held by
non-affiliates of the registrant: All of the registrant's 79,818 units of
limited partnership interests, its only class of equity securities, are held by
non-affiliates. There is no public trading market for the units, and transfers
of units are subject to certain restrictions; accordingly, the registrant is
unable to state the market value of the units held by non-affiliates.
================================================================================
The Exhibit Index is located at Page E-1.


<PAGE>


<TABLE>
<CAPTION>

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

                          2001 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS


                                     PART I
                                                                                         Page
                                                                                         ----

<S>            <C>                                                                         <C>
Item 1.        Business ................................................................    3
Item 2.        Properties ..............................................................   18
Item 3.        Legal Proceedings .......................................................   18
Item 4.        Submission of Matters to a Vote of Security Holders .....................   18

                                     PART II


Item 5.        Market for the Registrant's Equity Securities and Related Security Holder   --
               Matters .................................................................   19
Item 6.        Selected Financial Data .................................................   20
Item 7.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations ...................................................   21
Item 7A.       Quantitative and Qualitative Disclosures about Market Risk ..............   27
Item 8.        Financial Statements and Supplementary Data .............................   28
Item 9.        Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure ................................................   28

                                    PART III

Item 10.       Directors and Executive Officers of the Registrant ......................   29
Item 11.       Executive Compensation ..................................................   32
Item 12.       Security Ownership of Certain Beneficial Owners and Management ..........   33
Item 13.       Certain Relationships and Related Transactions ..........................   33

                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K ........   36
Signatures     .........................................................................   37
</TABLE>


This Annual Report on Form 10-K is for the year ended December 31, 2001. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. In addition, information that we file with the Securities and Exchange
Commission in the future will automatically update and supersede information
contained in this Annual Report. In this Annual Report, "we," "us," and "our"
refers to Enstar Income/Growth Program Six-A, L.P.


                                     - 2 -
<PAGE>


                                     PART I

Item 1. BUSINESS

Introduction

     Enstar Income/Growth Program Six-A, L.P., a Georgia limited partnership, is
engaged in the ownership and operation of cable television systems serving
approximately 7,400 basic customers at December 31, 2001 in and around the
cities of Cisne, Farmersville, Flora, Noble, Raymond, Salem and Xenia, Illinois
and Bradford and Dyer, Tennessee.

     The General Partners of the Partnership are Enstar Communications
Corporation, a Georgia corporation (the "Corporate General Partner") and Robert
T. Graff, Jr. (the "Individual General Partner"). Since its incorporation in
Georgia in 1982, the Corporate General Partner has been engaged in the
cable/telecommunications business, both as a General Partner of 14 Limited
Partnerships formed to own and operate cable television systems and through a
wholly-owned operating subsidiary. As of December 31, 2001, the Corporate
General Partner managed cable television systems serving approximately 68,500
basic customers. On November 12, 1999, the Corporate General Partner became an
indirect controlled subsidiary of Charter Communications, Inc. (also called
Charter), the nation's fourth largest cable operator, serving approximately
seven million customers. The Corporate General Partner is responsible for
day-to-day management of the Partnership and its operations. Charter and its
affiliates provide management and other services to the Partnership, for which
they receive a management fee and reimbursement of expenses. The principal
executive offices of the Partnership and the Corporate General Partner are
located at 12405 Powerscourt Drive, St. Louis, MO 63131-0555 and their telephone
number is (314) 965-0555.

Proposed Sale of Assets

On August 29, 2001, the Partnership entered into an asset purchase agreement
providing for the sale of all of the Partnership's Illinois cable television
systems in and around Cisne, Farmersville, Flora, Noble, Raymond, Salem and
Xenia, Illinois to Rifkin Acquisition Partners, LLC ("RAP"), an affiliate of the
Corporate General Partner and an indirect subsidiary of Charter, for a total
sale price of approximately $12,674,500 ($2,258 per customer acquired),
anticipated to result in a post-closing distribution of approximately $109 per
partnership unit, prior to applicable taxes (the "Charter Sale"). The Charter
Sale is part of a larger transaction in which the Partnership and five other
affiliated partnerships (which, together with the Partnership are collectively
referred to as the "Selling Partnerships") would sell all of their assets used
in the operation of their respective Illinois cable television systems to RAP
and two of its affiliates (also referred to, with RAP, as the "Purchasers") for
a total cash sale price of $63,000,000. The total sale price has been allocated
among the Selling Partnerships based on the number of customers served by each
of the Selling Partnerships' respective Illinois cable systems as of June 30,
2001. Each Selling Partnership will receive the same value per customer. Closing
of the Charter Sale is subject to closing sale price adjustments, regulatory
approvals, customary closing conditions and, if not waived by the Purchasers,
the approval by the Limited Partners of the Selling Partnerships of the sale of
their respective Illinois cable systems. In addition, the Limited Partners of
each of the Selling Partnerships must approve an amendment to their respective
partnership agreement to allow the sale of assets to an affiliate of such
partnership's General Partner. The Purchasers are each indirect subsidiaries of
the Corporate General Partner's ultimate parent company, Charter, and therefore,
are affiliates of the Partnership and each of the other Selling Partnerships. As
of the date of this filing, the necessary regulatory and limited partner
approvals have been obtained for all of the Selling Partnerships except Enstar
Income Program II-1, L.P. ("Enstar II-1"). The Purchasers have indicated that
they may waive the requirement of limited partner approval as to all six Selling
Partnerships. If the Purchasers do waive this requirement, then they might
purchase the Illinois systems in more than one closing, and only with respect to
those Selling Partnerships that have received the approval of their limited
partners. Although it is presently expected that the sale of the Partnership's
Illinois systems will be consummated in the second quarter of 2002, there is no
assurance regarding completion of the transaction. If the sale is approved in


                                     - 3 -
<PAGE>


accordance with the terms of the purchase agreement, the Partnership will
present the results of its Illinois systems as discontinued operations.

     The proposed Charter Sale resulted from a sale process actively pursued
since 1999, when the Corporate General Partner sought purchasers for all of the
cable television systems of the Selling Partnerships, as well as eight other,
affiliated limited partnership cable operators of which the Corporate General
Partner is also the general partner. This effort was undertaken primarily
because, based on the Corporate General Partner's experience in the cable
television industry, it was concluded that generally applicable market
conditions and competitive factors were making (and would increasingly make) it
extremely difficult for smaller operators of rural cable systems (such as the
Partnership and the other affiliated partnerships) to effectively compete and be
financially successful. This determination was based on the anticipated cost of
electronics and additional equipment to enable the Partnership's systems to
operate on a two-way basis with improved technical capacity, insufficiency of
Partnership cash reserves and cash flows from operations to finance such
expenditures, limited customer growth potential due to the Partnership's
systems' rural location, and a general inability of a small cable system
operator such as the Partnership to benefit from economies of scale and the
ability to combine and integrate systems that large cable operators have.
Although limited plan upgrades have been made, the Corporate General Partner
projected that if the Partnership made the comprehensive additional upgrades
deemed necessary to enable enhanced and competitive services, particularly
two-way capability, the Partnership would not recoup the costs or regain its
ability to operate profitably within the remaining term of its franchises, and
as a result, making these upgrades would not be economically prudent.

     As a result of marketing efforts using an independent broker experienced in
the sale of cable systems, the Partnership, together with certain affiliated
partnership for which the Corporate General Partner also served as a General
Partner (collectively, the "Gans Selling Partnerships"), entered into two
separate and purchase and sale agreements, one dated as of June 21, 2000, as
amended September 29, 2000 (the "Gans I Agreement"), and the other dated as of
August 8, 2000, as amended September 29, 2000 (the "Gans II Agreement"), with
Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership
("Gans"). The Gans I Agreement provided for Gans to acquire the Partnership's
Dyer, Tennessee system, as well as certain assets of the other Gans Selling
Partnerships. The Gans II Agreement provided for Gans to acquire the
Partnership's Flora, Illinois system, as well as certain assets of the other
Gans Selling Partnerships. Following a series of discussions and meeting, the
Partnership and Gans determined that they were not able to agree on certain
further amendments to the Gans I and Gans II Agreements required to satisfy
conditions precedent to close the transactions. In light of these conditions and
existing economic and financial market conditions, and their impact of Gans'
inability to arrange financing in order to close the acquisitions, on April 18,
2001, the parties agreed to terminate the Gans I and Gans II Agreements.

     Following termination of the Gans I and Gans II Agreements, the broker
once again attempted to market the various Illinois systems of the affiliated
partnerships, including the Partnership's system. As a result of a "sealed-bid"
auction process, six bids were received for the various Illinois systems and the
bid submitted by certain affiliates of the Corporate General Partner was the
highest, and exceeded the next highest bid by 25%. Following this second sale
process, the Partnership entered into the asset purchase agreement for the
Charter Sale. The broker once again also attempted to market the Partnership's
other systems.

Continued Operation of the Dyer, Tennessee System

     The Dyer, Tennessee system is not included in the Charter Sale and will
continue to be owned and operated by the Corporate General Partner indefinitely
for the foreseeable future. The Corporate General Partner may seek potential
purchasers for that system from time to time when it believes market conditions
are appropriate. However, the Corporate General Partner can give no assurance of
when, or if, the Dyer, Tennessee System will ever be sold.


                                     - 4 -
<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, 2001:


<TABLE>
<CAPTION>
                                                                                                                 Average
                                                                                                                 Monthly
                                                                            Premium                              Revenue
                        Homes            Basic              Basic           Service           Premium           Per Basic
   System Name         Passed(1)       Customers       Penetration(2)        Units(3)      Penetration(4)      Customer(5)
   -----------         ---------       ---------       --------------       ---------      --------------      -----------

<S>                     <C>              <C>               <C>                  <C>            <C>                <C>
Dyer, TN                3,839            1,976             51.5%                281            14.2%              $37.44

Flora, IL               8,310            5,382             64.8%                832            15.5%              $35.71
                       ---------       ---------                            ---------
Total                  12,149            7,358             60.6%              1,113            15.1%              $36.18
                       =========       =========                            =========
</TABLE>

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

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

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

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

     5 Average monthly revenue per basic customer has been computed based on
revenue for the year ended December 31, 2001, divided by twelve months, divided
by the actual number of basic customers at the end of the year.

Services, Marketing and Prices

     Our cable television systems offer customers various levels of cable
services consisting of:

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

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

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

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

     o    digital services delivered over a hybrid fiber and satellite delivered
          system.

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

     In October 2001, we began offering customers in the Flora system digital
services through a hybrid system that delivers traditional cable television
services through the terrestrial cable plant and digital service and through a
satellite dish mounted at the customer's home. This hybrid digital package
includes a digital set top terminal, an interactive electronic programming
guide, 45 channels of CD quality digital music, a menu of pay per view channels
and at least thirty additional digital channels. Certain digital packages also
offer customers one or more premium channels with "multiplexes." Multiplexes
give customers access to


                                     - 5 -
<PAGE>


several different versions of the same premium channel which are varied as to
time of broadcast (such as east and west coast time slots) or programming
content and theme (such as westerns and romance).

     A customer generally pays an initial installation charge and fixed monthly
fees for basic, expanded basic, other tiers of satellite services and premium
programming services. Such monthly service fees constitute the primary source of
revenues for our cable television systems. In addition to customer revenues, our
cable television systems receive revenues from the sale of available advertising
spots on advertiser-supported programming and also offer to our customers home
shopping services, which pay the Partnership a share of revenues from sales of
products to our customers, in addition to paying us a separate fee in return for
carrying their shopping service.

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

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

     At December 31, 2001, our monthly prices for basic cable service for
residential customers, including certain discounted prices, ranged from $16.62
to $25.38 and our premium price was $11.95, excluding special promotions offered
periodically in conjunction with our marketing programs. A one-time installation
fee, which we may wholly or partially waive during a promotional period, is
usually charged to new customers. We charge commercial customers, such as
hotels, motels and hospitals, a negotiated, non-recurring fee for installation
of service and monthly fees based upon a standard discounting procedure. We
offer most multi-unit dwellings a negotiated bulk price in exchange for
single-point billing and basic service to all units. These prices are also
subject to regulation.

Programming

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

     Our cable programming costs have increased in recent years due to
additional programming being provided to basic customers. In addition, we are
facing higher costs to carry local broadcast channels, who elect retransmission
carriage agreements. Programming costs have increased in the past, and are
expected to continue to increase due to increased costs to produce or purchase
cable programming (generally


                                     - 6 -
<PAGE>


with particularly significant increases occurring with respect to sports
programming), inflationary increases and other factors.

Cable System and Technology

     A cable television system receives television, radio and data signals at
the system's headend site by means of over-the-air antennas, microwave relay
systems and satellite earth stations. These signals are then modulated,
amplified and distributed, primarily through coaxial and fiber optic
distribution systems, to customers who pay a fee for this service. The use of
fiber optic cable as an alternative to coaxial cable is playing a major role in
expanding channel capacity and improving the performance of cable television
systems.

     The partnership has nine headends that generally operate at 300-330
megahertz and limited plant upgrades have been made with available funds to
enhance the economic value of the partnership's systems. As a result of these
upgrades, certain franchise areas served by these headends are able to operate
at a higher technological capacity or otherwise have increased channel capacity.
More specifically, the Sandoval and Odin franchises operate at 450 megahertz,
and the Salem franchise operates at 750 megahertz and also offers pay-per-view
channels. Additional channel capacity exists for the Salem, Sandoval, Odin,
Xenia, Cisne, Raymond and Noble franchise areas, while all other franchise areas
are generally limited to 36-40 channels have no available channel capacity at
this time.

     Significant capital would be required for a comprehensive plant and
head-end upgrade, particularly in light of the high cost of electronics to
activate two-way service, for speed cable modem Internet and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services. The estimated cost of all of these upgrades would be
approximately $7.0 million (for an upgrade to 550 megahertz capacity) and $8.1
million (for an upgrade to 870 megahertz capacity). Given the high cost of this
comprehensive upgrade plan, the limited funds available, and the belief that a
comprehensive plan is not economically prudent, the Corporate General Partner
does not presently anticipate that it will proceed with a comprehensive upgrade
plan. Provided there are available funds, the Corporate General Partner will,
however, continue to evaluate alternative, cost-effective solutions to increase
channel capacity, pay-per-view services, and digital services which would
enhance the value of the Partnership's systems and be economically prudent.

Customer Service and Community Relations

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

Franchises

     As of December 31, 2001, we operated cable systems in 18 franchise areas,
pursuant to permits and similar authorizations issued by local and state
governmental authorities. Each franchise is awarded by a governmental authority
and may not be transferable unless the granting governmental authority consents.
Most franchises are subject to termination proceedings in the event of a
material breach. In addition, franchises can


                                     - 7 -
<PAGE>


require us to pay the granting authority a franchise fee of up to 5.0% of gross
revenues as defined by the franchise agreements, which is the maximum amount
that may be charged under the applicable law.

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

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


     The following table groups the franchises of our cable television systems
by date of expiration and presents the number of franchises for each group of
franchises and the approximate number and percentage of basic customers for each
group as of December 31, 2001:


<TABLE>
<CAPTION>

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

<S>      <C>                                 <C>                <C>                  <C>
Prior to 2003                                7                  3,282                44.6%
2003 - 2007                                  4                  2,665                36.2%
2008 and after                               7                  1,411                19.2%
                                    ----------             ----------          -------------
Total                                       18                  7,358               100.0%
                                    ==========             ==========          =============
</TABLE>

     As of December 31, 2001, franchise agreements have expired in four of our
franchise areas where we serve approximately 1,800 basic customers. We continue
to serve these customers while we are in negotiations to renew the franchise
agreements and continue to pay franchise fees to the franchise authorities. We
operate cable television systems which serve multiple communities and, in some
circumstances, portions of such systems extend into jurisdictions for which we
believe no franchise is necessary. In the aggregate, approximately 84 customers,
comprising approximately 1.1% of our customers, are served by unfranchised
portions of such systems. We have never had a franchise revoked for any of our
systems and we believe that we have satisfactory relationships with
substantially all of our franchising authorities.


                                     - 8 -
<PAGE>


Competition

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

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

     Our key competitors include:

     DBS. Direct broadcast satellite, known as DBS, is a significant competitor
to cable systems. The DBS industry has grown rapidly over the last several
years, far exceeding the growth rate of the cable television industry, and now
serves more than 17 million subscribers nationwide. DBS service allows the
subscriber to receive video and high-speed Internet access services directly via
satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing the typical analog cable system.

     DBS companies historically were prohibited from retransmitting popular
local broadcast programming. However, a change to the copyright laws in 1999
eliminated this legal impediment. As a result, DBS companies now may retransmit
such programming, once they have secured retransmission consent from the popular
broadcast stations they wish to carry, and they faced mandatory carriage
obligations of less popular broadcast stations as of January 2002. In response
to the legislation, DirecTV, Inc. and EchoStar Communications Corporation have
begun carrying the major network stations in the nation's top television
markets. DBS, however, is limited in the local programming it can provide
because of the current capacity limitations of satellite technology, and the DBS
companies currently offer local broadcast programming only in the larger U.S.
markets. The DBS industry initiated a judicial challenge to the 2002 requirement
mandating carriage of less popular broadcast stations. This lawsuit alleges that
the requirement (similar to the one applicable to cable systems) is
unconstitutional. The federal district court and circuit court both rejected the
DBS industry's constitutional challenge, but the industry is now seeking review
by the U.S. Supreme Court.

     In October 2001, EchoStar and DirecTV, the two largest DBS providers in the
country, announced EchoStar's planned merger with DirecTV, subject to, among
other things, regulatory approval. If approved by regulators and consummated,
the proposed merger would provide expanded transmission capacity for a single
company serving more than 17 million customers. It is unclear what impact the
consolidation of these two companies will have on the competition we face from
the DBS industry. EchoStar and DirecTV have announced, however, that the merger
would afford the surviving entity sufficient capacity to expand the carriage of
local broadcast programming to every U.S. television market.

     DSL. The deployment of digital subscriber line technology, known as DSL,
allows Internet access to subscribers at data transmission speeds greater than
available over conventional telephone lines. DSL service therefore is
competitive with high-speed Internet access over cable systems. Several
telephone companies and other companies offer DSL service. There are bills now
before Congress that would reduce regulation of Internet services offered by
incumbent telephone companies, and the FCC recently initiated a rulemaking
proceeding that could materially reduce existing regulation of DSL service,
essentially freeing such service from traditional telecommunications regulation.
The FCC's decisions and policies in this area are subject to change. We cannot
predict the likelihood of success of the Internet access services offered by our
competitors, or the impact on our business and operations of these competitive
ventures.


                                     - 9 -
<PAGE>


     DSL and other forms of high-speed Internet access provide competition to
our own provision of Internet access. For example, EchoStar and DirecTV have
both begun the provision of high-speed Internet access to residential consumers.
High-speed Internet access also facilitates the streaming of video into homes
and businesses. As the quality and availability of video streaming over the
Internet improve, video streaming may compete with the traditional delivery of
video programming services over cable systems. It is possible that programming
suppliers will consider bypassing cable operators and market their services
directly to the consumer through video streaming over the Internet.

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

     Traditional Overbuilds. Cable television systems are operated under
non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. It is possible that a franchising
authority might grant a second franchise to another cable operator and that such
a franchise might contain terms and conditions more favorable than those
afforded us. In addition, entities willing to establish an open video system,
under which they offer unaffiliated programmers non-discriminatory access to a
portion of the system's cable system, may be able to avoid local franchising
requirements. Well-financed businesses from outside the cable industry, such as
public utilities that already possess fiber optic and other transmission lines
in the areas they serve, may over time become competitors. There are a number of
cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. There also has been interest in traditional
overbuilds by private companies. Constructing a competing cable system is a
capital intensive process which involves a high degree of risk. We believe that
in order to be successful, a competitor's overbuild would need to be able to
serve the homes and businesses in the overbuilt area on a more cost-effective
basis than us. Any such overbuild operation would require either significant
access to capital or access to facilities already in place that are capable of
delivering cable television programming. As of December 31, 2001, the
Partnership is unaware of any overbuild situations in its cable systems.

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

     Several telephone companies have obtained or are seeking cable franchises
from local governmental authorities and are constructing cable systems. Some
local exchange carriers may choose to make broadband services available under
the open video regulatory framework of the FCC or through wireless technology.
We cannot predict the likelihood of success of the broadband services offered by
our competitors or the impact on us of such competitive ventures. Although
enthusiasm on the part of local exchange carriers appears to have waned in
recent months, the entry of telephone companies as direct competitors in the
video marketplace may become more widespread and could adversely affect the
profitability and valuation of established cable systems.

     The telecommunications industry is highly competitive and includes
competitors with greater financial and personnel resources, who have brand name
recognition and long-standing relationships with regulatory authorities and
customers. Moreover, mergers, joint ventures and alliances among franchise,


                                     - 10 -
<PAGE>


wireless or private cable operators, local exchange carriers and others may
result in providers capable of offering cable television, Internet, and
telecommunications services in direct competition with us.

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

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

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

Regulation and Legislation

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

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

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

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


                                     - 11 -
<PAGE>


growth of DBS, it is likely that additional cable systems will soon qualify for
"effective competition" and thereby avoid further rate regulation.

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

     As of December 31, 2001, approximately 6% of our local franchising
authorities were certified to regulate basic tier rates. Because the 1992 Cable
Act permits communities to certify and regulate prices at any time, it is
possible that additional localities served by the systems may choose to certify
and regulate basic prices in the future.

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

     With regard to cable programming service tiers, which are the expanded
basic programming packages that offer services other than basic programming and
which typically contain satellite-delivered programming, the FCC historically
administered rate regulation of these tiers. Under the 1996 Telecom Act,
however, the FCC's authority to regulate cable programming service tier rates
expired on March 31, 1999. The FCC still adjudicates cable programming service
tier complaints filed prior to that date, but strictly limits its review, and
possible refund orders, to the time period prior to March 31, 1999. As of
December 31, 2001, we had no cable programming service tier rate complaints. The
elimination of cable programming service tier regulation affords us
substantially greater pricing flexibility.

     Premium cable services offered on a per-channel or per-program basis remain
unregulated under both the 1992 Cable Act and the 1996 Telecom Act. However,
federal law requires that the basic service tier be offered to all cable
subscribers and limits the ability of operators to require purchase of any cable
programming service tier if a customer seeks to purchase premium services
offered on a per-channel or per-program basis, subject to a technology exception
which expires in October 2002. The 1996 Telecom Act also relaxes existing
"uniform rate" requirements by specifying that uniform rate requirements do not
apply where the operator faces "effective competition," and by exempting bulk
discounts to multiple dwelling units, although complaints about predatory
pricing still may be made to the FCC.

     Cable Entry into Telecommunications and Pole Attachment Rates. The 1996
Telecom Act creates a more favorable environment for us to provide
telecommunications services beyond traditional video delivery. It provides that
no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service. A cable operator is authorized under the 1996
Telecom Act to provide telecommunications services without obtaining a separate
local franchise. States are authorized, however, to impose "competitively
neutral" requirements regarding universal service, public safety and welfare,
service quality, and consumer protection. State and local governments also
retain their authority to manage the public rights-of-way and may require
reasonable, competitively neutral compensation for management of the public
rights-of-way when cable operators provide telecommunications service. The
favorable pole attachment rates afforded cable operators under federal law


                                     - 12 -
<PAGE>


can be gradually increased by utility companies owning the poles if the operator
provides telecommunications service, as well as cable service, over its plant.
The FCC clarified that a cable operator's favorable pole rates are not
endangered by the provision of Internet access, and that approach ultimately was
upheld by the United States Supreme Court.

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

     Internet Service. Over the past several years, proposals have been advanced
at the FCC and Congress that would require cable operators to provide
non-discriminatory access to unaffiliated Internet service providers and online
service providers. Several local franchising authorities actually adopted
mandatory "open access" requirements, but various federal courts have rejected
each of these actions, relying on different legal theories.

     In March 2002, the FCC ruled that cable modem service (that is, the
provision of high speed internet access over cable system infrastructure) is an
interstate information service, rather than a cable or telecommunications
service. This classification should leave cable modem service exempt from the
burdens associated with traditional cable and telecommunications regulation.
Indeed, the FCC tentatively concluded that revenue earned from the provision of
cable service is not subject to local cable franchise fee assessments. With
regard to the open access question, the FCC specifically held that, regardless
of classification, regulatory forbearance should now apply.

     The full consequences of classifying cable modem service as an interstate
information service are not yet fully known. The FCC is already considering
whether providers of cable modem service should contribute to the federal
government's universal service fund. This contribution could more than offset
the savings associated with excluding cable modem service from local franchise
fee assessments. The FCC also initiated a rulemaking proceeding to determine
whether its jurisdiction over information services still might warrant
imposition of open access requirements in the future. Finally, the information
services classification itself is likely to be subject to judicial review. If
regulators ultimately were allowed to impose Internet access requirements on
cable operators, it could burden the capacity of cable systems and complicate
our own plans for providing Internet service.

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

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


                                     - 13 -
<PAGE>


local authorities. It is unclear what effect this ruling will have on the
entities pursuing open video system operation.

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

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

     Additional Ownership Restrictions. The 1996 Telecom Act eliminates
statutory restrictions on broadcast/cable cross-ownership, including broadcast
network/cable restrictions, but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems. The District of Columbia Circuit Court of Appeals recently struck
down this remaining cross-ownership prohibition, concluding that the FCC had
failed to explain why its continuation was "necessary" in the public interest.
In the same decision, the Court struck down another FCC regulation precluding
any entity from operating broadcast television stations serving more than 35% of
the nation. If these rulings withstand further administrative and judicial
review, they may trigger additional consolidation among domestic media
companies.

     Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a cable
system from devoting more than 40% of its activated channel capacity to the
carriage of affiliated national video program services. Also pursuant to the
1992 Cable Act, the FCC adopted rules that preclude any cable operator from
serving more than 30% of all U.S. domestic multichannel video subscribers,
including cable and direct broadcast satellite subscribers. The D.C. Circuit
Court of Appeals struck down these vertical and horizontal ownership limits as
unconstitutional, concluding that the FCC had not adequately justified the
specific rules (i.e., the 40% and 30% figures) adopted. As a result, an existing
divestiture requirement on AT&T was suspended. The FCC is now considering
replacement regulations. These ownership restrictions may be affected by the
proposed merger of EchoStar and DirecTV and the proposed merger of AT&T
Broadband and Comcast Cable. These recently announced transactions involve the
nation's two largest DBS providers and the nation's largest and third largest
cable operators. The proposed combinations might prompt additional consolidation
in the cable industry and are likely to heighten regulatory concerns regarding
industry consolidation. Although any resulting restrictions could be limited to
the particular entities involved, it is also possible that the restrictions
would apply to other cable operators, including us.

     Must Carry/Retransmission Consent. The 1992 Cable Act contains broadcast
signal carriage requirements. Broadcast signal carriage is the transmission of
broadcast television signals over a cable system to cable customers. These
requirements, among other things, allow local commercial television broadcast
stations to elect once every three years between "must carry" status or
"retransmission consent" status. Less popular stations typically elect must
carry, which is the broadcast signal carriage requirement that allows local
commercial television broadcast stations to require a cable system to carry the
station. More popular stations, such as those affiliated with a national
network, typically elect retransmission consent which is the broadcast signal
carriage requirement that allows local commercial television broadcast stations
to negotiate for payments for granting permission to the cable operator to carry
the stations. Must carry requests can dilute


                                     - 14 -
<PAGE>


the appeal of a cable system's programming offerings because a cable system with
limited channel capacity may be required to forego carriage of popular channels
in favor of less popular broadcast stations electing must carry. Retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse effect on our business. The burden associated
with must carry may increase substantially if broadcasters proceed with planned
conversion to digital transmission and the FCC determines that cable systems
simultaneously must carry all analog and digital broadcasts in their entirety.
This burden would reduce capacity available for more popular video programming
and new Internet and telecommunication offerings. The FCC tentatively decided
against imposition of dual digital and analog must carry in a January 2001
ruling. At the same time, however, it initiated further fact-gathering which
ultimately could lead to a reconsideration of the tentative conclusion. The FCC
is also considering whether it should maintain its initial ruling that, whenever
a digital broadcast signal does become eligible for must carry, a cable
operator's obligation is limited to carriage of the primary video signal. If the
Commission reverses itself, and cable operators are required to carry ancillary
digital feeds, the burden associated with digital must carry could be
significantly increased.

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

     Access to Programming. To spur the development of independent cable
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business position, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring their cable operators over new competitors and requires such
programmers to sell their satellite-delivered programming to other multichannel
video distributors. This provision limits the ability of vertically integrated
cable programmers to offer exclusive programming arrangements to cable
companies. This prohibition is scheduled to expire in October 2002, unless the
FCC determines in a pending proceeding that an extension is necessary to protect
competition and diversity. There also has been interest expressed in further
restricting the marketing practices of cable programmers, including subjecting
programmers who are not affiliated with cable operators to all of the existing
program access requirements, and subjecting terrestrially-delivered programming
(especially regional sports networks) to the program access requirements.
Terrestrially-delivered programming is programming delivered other than by
satellite and is currently exempt from the ban on exclusivity. These changes
should not have a dramatic impact on us, but would limit potential competitive
advantages we now enjoy. DBS providers have no similar restrictions on exclusive
programming contracts. Pursuant to the Satellite Home Viewer Improvement Act,
the FCC has adopted regulations governing retransmission consent negotiations
between broadcasters and all multichannel video programming distributors,
including cable and DBS.

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


                                     - 15 -
<PAGE>


satellite receiver antennae in multiple dwelling unit areas under the exclusive
occupancy of a renter. These developments may make it even more difficult for us
to provide service in multiple dwelling unit complexes.

     Other Regulations of the Federal Communications Commission. In addition to
the FCC regulations noted above, there are other regulations of the FCC covering
such areas as:

     o    subscriber privacy,

     o    programming practices, including, among other things,

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

          (2)  local sports blackouts,

          (3)  indecent programming,

          (4)  lottery programming,

          (5)  political programming,

          (6)  sponsorship identification,

          (7)  children's programming advertisements, and

          (8)  closed captioning,

     o    registration of cable systems and facilities licensing,

     o    maintenance of various records and public inspection files,

     o    aeronautical frequency usage,

     o    lockbox availability,

     o    antenna structure notification,

     o    tower marking and lighting,

     o    consumer protection and customer service standards,

     o    technical standards,

     o    equal employment opportunity,

     o    consumer electronics equipment compatibility, and

     o    emergency alert systems.

     The FCC ruled that cable customers must be allowed to purchase set-top
terminals from third parties and established a multi-year phase-in during which
security functions (which would remain in the operator's exclusive control)
would be unbundled from basic converter functions, which could then be provided
by third party vendors. The first phase implementation date was July 1, 2000.


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

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


                                     - 16 -
<PAGE>


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

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

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

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

     Under the 1996 Telecom Act, states and local franchising authorities are
prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. This
law should facilitate entry into competitive telecommunications services,
although certain jurisdictions still may attempt to impose rigorous entry
requirements. In addition, local franchising authorities may not require a cable
operator to provide any telecommunications service or facilities, other than
institutional networks under certain circumstances, as a condition of an initial
franchise grant, a franchise renewal, or a franchise transfer. The 1996 Telecom
Act also provides that franchising fees are limited to an operator's
cable-related revenues and do not apply to revenues that a cable operator
derives from providing new telecommunications services. In a March 2002
decision, the FCC tentatively held that a cable operator's provision of Internet
access service should not subject the operator to additional franchising
requirements nor should the revenue derived from such service be subject to
local franchise fee assessments.

     Employees

     The various personnel required to operate our business are employed by the
Partnership, the Corporate General Partner, its subsidiary corporation and
Charter. As of December 31, 2001, we had one employee, the cost of which is
charged directly to the Partnership. The employment costs incurred by the


                                     - 17 -
<PAGE>


Corporate General Partner, its subsidiary corporation and Charter are allocated
and charged to the Partnership for reimbursement pursuant to the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement") and the
management agreement between the Partnership and Enstar Cable Corporation (the
"Management Agreement"). Other personnel required to operate our business are
employed by affiliates of the Corporate General Partner. The cost of such
employment is allocated and charged to the Partnership. The amounts of these
reimbursable costs are set forth in Item 11. "Executive Compensation."

Item 2. PROPERTIES

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

Item 3. LEGAL PROCEEDINGS

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

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

     None.


                                     - 18 -
<PAGE>


                                     PART II

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

Liquidity

     While our equity securities, which consist of units of limited partnership
interests, are publicly held, there is no established public trading market for
the units and we do not expect that a market will develop. The approximate
number of equity security holders of record was 1,896 as of December 31, 2001.
In addition to restrictions on the transferability of units described in our
Partnership Agreement, the transferability of units may be affected by
restrictions on resales imposed by federal or state law.

Distributions

     The amended Partnership Agreement generally provides that all cash 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 were 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 not recognized by the
terms of the partnership agreement, is to cause the Partnership to make cash
distributions on a quarterly basis throughout the operational life of the
Partnership, assuming the availability of sufficient cash flow from the
Partnership's operations. The amount of such distributions, if any, will vary
from quarter to quarter depending upon the Partnership's results of operations
and the Corporate General Partner's determination of whether otherwise available
funds are needed for the Partnership's ongoing working capital and liquidity
requirements.

     We began making periodic cash distributions from operations in January 1989
and discontinued distributions in May 1993. No distributions were made in 2001,
2000, or 1999.

     Our ability to pay distributions and the actual amount of distributions
paid depends on a number of factors, including the amount of cash flow from
operations, provision for contingent liabilities,


                                     - 19 -
<PAGE>


availability of financing, regulatory or legislative developments governing the
cable television industry and the sale of cable system assets and growth in
customers. Some of these factors are beyond our control, and consequently, we
cannot make assurance regarding the level or timing of future distributions, if
any. However, management has concluded that it is not prudent for the
Partnership to resume paying distributions at this time.

Item 6. SELECTED FINANCIAL DATA

     The table below presents selected financial data of the Partnership for the
five years ended December 31, 2001. This data should be read in conjunction with
the Partnership's financial statements included in Item 8. "Financial Statements
and Supplementary Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in Item 7.


<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                  -------------------------------------------------------------------------------
OPERATIONS STATEMENT DATA                             2001             2000             1999             1998            1997
                                                  ------------    ------------      ------------    ------------    -------------

<S>                                               <C>             <C>               <C>             <C>              <C>
   Revenues                                       $  3,194,400    $  3,342,000      $  3,463,300    $  3,630,300     $  3,644,700
   Operating expenses                               (2,066,900)     (2,062,700)       (2,056,600)     (2,081,100)      (2,266,500)
   Depreciation and amortization                      (999,200)     (1,079,000)       (1,025,300)       (837,900)        (888,900)
                                                  ------------    ------------      ------------    ------------     ------------

   Operating income                                    128,300         200,300           381,400         711,300          489,300

   Interest income                                      10,600          17,900            22,700          31,000           18,300
   Interest expense                                    (49,600)        (99,100)         (149,900)       (214,900)        (252,300)
   Gain on sale of cable assets                             --              --                --             500              100
   Other expense                                       (58,900)        (27,900)               --              --               --
                                                  ------------    ------------      ------------    ------------     ------------

   Net income                                     $     30,400    $     91,200      $    254,200    $    527,900     $    255,400
                                                  ============    ============      ============    ============     ============

Per unit of limited partnership interest:
   Net income                                     $       0.38    $       1.13      $       3.15    $       6.55     $       3.17
                                                  ============    ============      ============    ============     ============

OTHER OPERATING DATA

   Net cash from operating activities             $  1,649,900    $  2,770,100      $  1,166,400    $  1,204,900     $  1,275,200
   Net cash from investing activities                 (990,600)     (2,839,500)         (536,800)       (239,300)        (157,000)
   Net cash from financing activities                 (450,000)       (350,000)         (495,700)     (1,083,000)        (628,200)
   EBITDA(1)  (Unaudited)                            1,068,600       1,251,400         1,406,700       1,549,700        1,378,300

   EBITDA as a percentage revenues  (Unaudited)          33.5%           37.4%             40.6%           42.7%            37.8%

   Total debt to EBITDA  (Unaudited)                     0.23x           0.56x             0.75x           0.87x             1.8x

   Capital expenditures                           $    990,000    $  2,807,700      $    492,400    $    215,200     $    123,800
</TABLE>


                                     - 20 -
<PAGE>


<TABLE>
<CAPTION>
                                                                                As of December 31,
                                                 ----------------------------------------------------------------------------------
BALANCE SHEET DATA                                    2001             2000             1999            1998             1997
                                                 -------------    --------------   -------------    -------------   -------------

<S>                                               <C>               <C>             <C>              <C>             <C>
   Total assets                                   $ 5,806,300       $ 5,708,800     $ 4,365,400      $ 4,638,800     $ 5,359,000
   Total debt                                         250,000           700,000       1,050,000        1,350,000       2,500,000
   General Partners' deficit                         (134,700)         (135,000)       (135,900)        (138,400)       (143,700)
   Limited Partners' capital                      $ 2,930,000       $ 2,899,900     $ 2,809,600      $ 2,557,900     $ 2,035,300
</TABLE>

------------------
     (1) EBITDA represents earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness. However, EBITDA
should not be considered as an alternative to income from operations or to cash
flows from operating, investing or financing activities, as determined in
accordance with generally accepted accounting principles (GAAP). EBITDA should
also not be construed as an indication of a company's operating performance or
as a measure of liquidity. In addition, because EBITDA may not be calculated
consistently by all companies, the presentation here in may not be comparable to
other similarly titled measures of other companies. Management's discretionary
use of funds depicted by EBITDA may be limited by working capital, debt service
and capital expenditure requirements and by restrictions related to legal
requirements, commitments and uncertainties.

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

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

RESULTS OF OPERATIONS

     Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     Revenues decreased $147,600 from $3,342,000 to $3,194,400, or 4.4%, for the
year ended December 31, 2001, as compared to 2000. The decrease was due to a
decline in the number of basic and premium service customers. As of December 31,
2001 and 2000, we had approximately 7,400 and 8,000 basic customers,
respectively, and 1,100 and 1,800 premium service units, respectively.

     The Partnership reimburses the Corporate General Partner and its affiliates
for service costs and general and administrative expenses based on actual costs
incurred on behalf of the Partnership. These


                                     - 21 -
<PAGE>


reimbursed costs are included in general partner management fees and reimbursed
expenses on the Partnership's statements of operations. The total of service
costs, general and administrative expenses and general partner management fees
and reimbursed expenses increased $4,200, or less than one percent, from
$2,062,700 to $2,066,900 for the year ended December 31, 2001, as compared to
2000.

     Service costs decreased $15,500 from $978,600 to $963,100, or 1.6%, for the
year ended December 31, 2001, as compared to 2000. Service costs represent costs
directly attributable to providing cable services to customers. The decrease was
primarily due to decreases in programming fees caused by a decrease in
customers, and decreases in personnel costs and certain costs incurred by the
Partnership prior to the Charter acquisition that are now incurred by Charter
and reimbursed by the Partnership, as described above.

     General and administrative expenses increased $40,100 from $544,600 to
$584,700, or 7.4%, for the year ended December 31, 2001, as compared to 2000,
primarily due to an increase in professional fees.

     General partner management fees and reimbursed expenses decreased $20,400
from $539,500 to $519,100, or 3.8%, for the year ended December 31, 2001, as
compared to 2000. Management fees are less due to a decrease in revenues.
Reimbursed expenses decreased due to a decrease in service costs being provided
and billed to us by Charter.

     Depreciation and amortization expense decreased $79,800 from $1,079,000 to
$999,200, or 7.4%, for the year ended December 31, 2001, as compared to 2000,
due to certain fixed assets becoming fully depreciated during 2001.

     Due to the factors described above, operating income decreased $72,000 from
$200,300 to $128,300, or 35.9%, for the year ended December 31, 2001, as
compared to 2000.

     Interest income decreased $7,300 from $17,900 to $10,600, or 40.8%, for the
year ended December 31, 2001, as compared to 2000, due to fluctuations in
average cash balances available for investment.

     Interest expense decreased $49,500 from $99,100 to $49,600, or 49.9%, for
the year ended December 31, 2001, as compared to 2000, primarily due to lower
average outstanding borrowings in 2001.

     Other expense of $58,900 and $27,900 for the years ended December 31, 2001
and 2000, respectively, represents legal and proxy costs associated with the
proposed sales of the Partnership's assets.

     Based on our experience in the cable television industry, we believe that
income before interest, income taxes, depreciation and amortization, or EBITDA,
and related measures of cash flow serve as important financial analysis tools
for measuring and comparing cable television companies in several areas, such as
liquidity, operating performance and leverage. EBITDA 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 financial performance
or as an alternative to cash flows as a measure of liquidity. In addition, the
definition of EBITDA may not be identical to similarly titled measures used by
other companies. EBITDA decreased $182,800 from $1,251,400 to $1,068,600, or
14.6%, for the year ended December 31, 2001 as compared to 2000. EBITDA as a
percentage of revenues decreased 3.9% from 37.4% to 33.5%, during the year ended
December 31, 2001 as compared to 2000. The decrease was related to the changes
in revenues and expenses as described above.

     Operating activities provided $1,120,200 less cash in 2001 than in 2000.
Changes in receivables, prepaid expenses and other assets provided $105,500 more
cash in 2001 than in 2000, primarily due to differences in the timing of
receivable collections and the payment of prepaid expenses. Changes in accounts
payable, accrued liabilities, and due to affiliates provided $1,085,100 less
cash in 2001 than in 2000 due to differences in the timing of payments.


                                     - 22 -
<PAGE>


     We used $1,848,900 less cash in investing activities in 2001 than in the
prior year due to a decrease of $1,817,700 in expenditures for capital assets
and a decrease of $31,200 for intangible assets. Financing activities used
$100,000 more cash during 2001 than in 2000. We used $100,000 more cash for the
repayment of debt.

     Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     Our revenues decreased $121,300 from $3,463,300 to $3,342,000, or 3.5%, for
the year ended December 31, 2000, as compared to 1999. Of the decrease, $205,800
was due to decreases in the number of subscriptions for basic, premium, tier and
equipment rental services. The decrease was partially offset by an $82,300
increase in regulated prices that were implemented by us in 2000 and a $2,200
increase in other revenue producing items. As of December 31, 2000 and 1999, we
had approximately 8,000 and 8,700 basic customer and 1,800 and 1,700 premium
service units, respectively.

     Effective with the acquisition of the Corporate General Partner and certain
affiliates by Charter on November 12, 1999, certain activities previously
performed by the Partnership and expensed through service cost and general and
administrative expenses have been either eliminated by Charter, or have been
performed by Charter and then been reimbursed by the Partnership based on
Charter's costs incurred. These reimbursed costs are included in general partner
management fees and reimbursed expenses on the Partnership's statements of
operations. The total of service costs, general and administrative expenses and
general partner management fees and reimbursed expenses increased $6,100, or by
less than one percent, from $2,056,600 to $2,062,700 for the year ended December
31, 2000, as compared to 1999.

     Service costs decreased $147,700 from $1,126,300 to $978,600, or 13.1%, for
the year ended December 31, 2000, as compared to 1999. Service costs represent
costs directly attributable to providing cable services to customers. The
decrease was primarily due to decreases in programming fees, personnel costs and
certain costs incurred by the Partnership prior to the Charter acquisition that
are now incurred by Charter and reimbursed by the Partnership, as described
above. Programming fees decreased as a result of lower prices that Charter has
extended to us and a decrease in customer.

     General and administrative expenses increased $69,800 from $474,800 to
$544,600, or 14.7%, for the year ended December 31, 2000, as compared to 1999,
primarily due to increased bad debt and billing/postage expenses.

     General partner management fees and reimbursed expenses increased $84,000
from $455,500 to $539,500, or 18.4%, for the year ended December 31, 2000, as
compared to 1999. Management fees decreased in direct relation to decreased
revenues as described above. As described above, Charter now performs certain
management and operational functions formerly performed by the Partnership. This
has resulted in us recording more reimbursable costs and lower service costs and
general and administrative expenses.

     Depreciation and amortization expense increased $53,700 from $1,025,300 to
$1,079,000, or 5.2%, for the year ended December 31, 2000, as compared to 1999,
due to the depreciation of capital expenditures.

     Due to the factors described above, operating income decreased $181,100
from $381,400 to $200,300, or 47.5%, for the year ended December 31, 2000, as
compared to 1999.

     Interest income decreased $4,800 from $22,700 to $17,900, or 21.1%, for the
year ended December 31, 2000, as compared to 1999, due to lower average cash
balances available for investment in 2000.

     Interest expense decreased $50,800 from $149,900 to $99,100, or 33.9%, for
the year ended December 31, 2000, as compared to 1999, due to a decrease in
average outstanding borrowings during 2000,


                                     - 23 -
<PAGE>


and to the reclassification of certain bank charges from interest expense to
general and administrative expenses.

     Other expense of $27,900 for the year ended December 31, 2000, consisted of
legal and proxy costs associated with the sale of the Partnership's assets.

     Due to the factors described above, net income decreased $163,000 from
$254,200 to $91,200, or 64.1%, for the year ended December 31, 2000, as compared
to 1999.

     Based on our experience in the cable television industry, we believe that
income before interest, income taxes, depreciation and amortization, or EBITDA,
and related measures of cash flow serve as important financial analysis tools
for measuring and comparing cable television companies in several areas, such as
liquidity, operating performance and leverage. EBITDA 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 financial performance
or as an alternative to cash flows as a measure of liquidity. In addition, the
definition of EBITDA may not be identical to similarly titled measures used by
other companies. EBITDA decreased $155,300 from $1,406,700 to $1,251,400, or
11.0%, for the year ended December 31, 2001 as compared to 2000. EBITDA as a
percentage of revenues decreased 3.2% from 40.6% to 37.4%, during the year ended
December 31, 2000 as compared to 1999. The decrease was related to the changes
in revenues and expenses as described above.

     Operating activities provided $1,603,700 more cash in 2000 than in 1999.
Changes in receivables and prepaid expenses used $96,000 less cash in 2000 than
in 1999, primarily due to the payment of prepaid expenses. We used $1,634,100
less cash to pay amounts owed to third-party creditors due to differences in the
timing of payments.

     We used $2,302,700 more cash in investing activities in 2000 than in the
prior year due to an increase of $2,315,300 in expenditures for capital assets
and a decrease of $12,600 for intangible assets. Financing activities used
$145,700 less cash during 2000 than in 1999. We used $50,000 more cash for the
repayment of debt and used $195,700 less cash to pay amounts owed to the
Corporate General Partner and other affiliates due to differences in the timing
of payments.

     Distributions to Partners

     As provided in our agreement, distributions to partners are funded from
operating income before depreciation and amortization, if any, after providing
for working capital and other liquidity requirements, including debt service and
capital expenditures not otherwise funded by borrowings. No distributions were
paid in 2001, 2000, or 1999, and management has concluded that it is not prudent
for us to resume paying distributions at this time.

LIQUIDITY AND CAPITAL RESOURCES

     We believe that cash generated by operations of the Partnership will be
adequate to fund capital expenditures, debt service and other liquidity
requirements in 2002 and beyond. Our capital expenditures were $990,000 in 2001.
The Partnership does not anticipate making significant additional upgrades to
cable plant or headend electronics. See "Results of Operations" for discussion
regarding cash from operating, investing and financing activities.

PROPOSED SALE OF ASSETS

     On August 29, 2001, the Partnership entered into an asset purchase
agreement providing for the sale of all of the Partnership's Illinois cable
television systems in and around Cisne, Farmersville, Flora, Noble, Raymond,
Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC ("RAP"), an
affiliate of the


                                     - 24 -
<PAGE>


Corporate General Partner and an indirect subsidiary of Charter, for a total
sale price of approximately $12,674,500 ($2,258 per customer acquired),
anticipated to result in a post-closing distribution of approximately $109 per
partnership unit, prior to applicable taxes (the "Charter Sale"). The Charter
Sale is part of a larger transaction in which the Partnership and five other
affiliated partnerships (which, together with the Partnership are collectively
referred to as the "Selling Partnerships") would sell all of their assets used
in the operation of their respective Illinois cable television systems to RAP
and two of its affiliates (also referred to, with RAP, as the "Purchasers") for
a total cash sale price of $63,000,000. The total sale price has been allocated
among the Selling Partnerships based on the number of customers served by each
of the Selling Partnerships' respective Illinois cable systems as of June 30,
2001. Each Selling Partnership will receive the same value per customer. Closing
of the Charter Sale is subject to closing sale price adjustments, regulatory
approvals, customary closing conditions and, if not waived by the Purchasers,
the approval by the Limited Partners of the five other affiliated Selling
Partnerships of the sale of their respective Illinois cable systems. In
addition, the Limited Partners of each of the Selling Partnerships must approve
an amendment to their respective partnership agreement to allow the sale of
assets to an affiliate of such partnership's General Partner. The Purchasers are
each indirect subsidiaries of the Corporate General Partner's ultimate parent
company, Charter, and therefore, are affiliates of the Partnership and each of
the other Selling Partnerships. As of the date of this filing, the necessary
regulatory and limited partner approvals have been obtained for all of the
Selling Partnerships except Enstar Income Program II-1, L.P. ("Enstar II-1").
The Purchasers have indicated that they may waive the requirement of limited
partner approval as to all six Selling Partnerships. If the Purchasers do waive
this requirement, then they might purchase the Illinois systems in more than one
closing, and only with respect to those Selling Partnerships that have received
the approval of their limited partners. Although it is presently expected that
the sale of the Partnership's Illinois systems will be consummated in the second
quarter of 2002, there is no assurance regarding completion of the transaction.
If the sale is approved in accordance with the terms of the purchase agreement,
the Partnership will present the results of its Illinois systems as discontinued
operations.

     The proposed Charter Sale resulted from a sale process actively pursued
since 1999, when the Corporate General Partner sought purchasers for all of the
cable television systems of the Selling Partnerships, as well as eight other,
affiliated limited partnership cable operators of which the Corporate General
Partner is also the general partner. This effort was undertaken primarily
because, based on the Corporate General Partner's experience in the cable
television industry, it was concluded that generally applicable market
conditions and competitive factors were making (and would increasingly make) it
extremely difficult for smaller operators of rural cable systems (such as the
Partnership and the other affiliated Enstar partnerships) to effectively compete
and be financially successful. This determination was based on the anticipated
cost of electronics and additional equipment to enable the Partnership's systems
to operate on a two-way basis with improved technical capacity, insufficiency of
Partnership cash reserves and cash flows from operations to finance such
expenditures, limited customer growth potential due to the Partnership's
systems' rural location, and a general inability of a small cable system
operator such as the Partnership to benefit from economies of scale and the
ability to combine and integrate systems that large cable operators have.
Although limited plan upgrades have been made, the Corporate General Partner
projected that if the Partnership made the comprehensive additional upgrades
deemed necessary to enable enhanced and competitive services, particularly
two-way capability, the Partnership would not recoup the costs or regain its
ability to operate profitably within the remaining term of its franchises, and
as a result, making these upgrades would not be economically prudent.

     As a result of marketing efforts using an independent broker experienced in
the sale of cable systems, the Partnership, together with certain affiliated
partnership for which the Corporate General Partner also served as a General
Partner (collectively, the "Gans Selling Partnerships"), entered into two
separate and purchase and sale agreements, one dated as of June 21, 2000, as
amended September 29, 2000 (the "Gans I Agreement"), and the other dated as of
August 8, 2000, as amended September 29, 2000 (the "Gans II Agreement"), with
Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership
("Gans"). The Gans I Agreement provided for Gans to acquire the Partnership's
Dyer, Tennessee system, as well as certain assets of the other Gans Selling
Partnerships. The Gans II Agreement provided for Gans to acquire the
Partnership's Flora, Illinois system, as well as certain assets of the other
Gans Selling Partnerships. Following a series of discussions and meeting, the
Partnership


                                     - 25 -
<PAGE>


and Gans determined that they were not able to agree on certain further
amendments to the Gans I and Gans II Agreements required to satisfy conditions
precedent to close the transactions. In light of these conditions and existing
economic and financial market conditions, and their impact of Gans' inability to
arrange financing in order to close the acquisitions, on April 18, 2001, the
parties agreed to terminate the Gans I and Gans II Agreements.


     Following termination of the Gans I and Gans II Agreements, the broker once
again attempted to market the various Illinois systems of the affiliated
partnerships, including the Partnership's system. As a result of a "sealed-bid"
auction process, six bids were received for the various Illinois systems and the
bid submitted by certain affiliates of the Corporate General Partner was the
highest, and exceeded the next highest bid by 25%. Following this second sale
process, the Partnership entered into the asset purchase agreement for the
Charter Sale. The broker once again also attempted to market the Partnership's
other systems.

     The Dyer, Tennessee system is not included in the Charter Sale and will
continue to be owned and operated by the Corporate General Partner indefinitely
for the foreseeable future. The Corporate General Partner may seek potential
purchasers for that system from time to time when it believes market conditions
are appropriate. However, the Corporate General Partner can give no assurance of
when, or if, the Dyer, Tennessee System will ever be sold.

INVESTING ACTIVITIES

     Significant capital would be required for a comprehensive plant and
head-end upgrade, particularly in light of the high cost of electronics to
activate two-way service, for speed cable modem Internet and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services. The estimated cost of all of these upgrades would be
approximately $7.0 million (for an upgrade to 550 megahertz capacity) and $8.1
million (for an upgrade to 870 megahertz capacity). Given the high cost of this
comprehensive upgrade plan, the limited funds available, and the belief that a
comprehensive plan is not economically prudent, the Corporate General Partner
does not presently anticipate that it will proceed with a comprehensive upgrade
plan. Provided there are available funds, the Corporate General Partner will,
however, continue to evaluate alternative, cost-effective solutions to increase
channel capacity, pay-per-view services, and digital services which would
enhance the value of the Partnership's systems and be economically prudent.


FINANCING ACTIVITIES

     The Partnership was party to a loan agreement with Enstar Finance Company,
LLC, a subsidiary of the Corporate General Partner. The loan agreement provided
for a revolving loan facility of $3,600,000 and matured on August 31, 2001. At
loan maturity, $250,000 was outstanding. The loan facility was not extended or
replaced. However, because our cash reserves were insufficient to fund a
comprehensive upgrade program, the Partnership signed an intercompany loan
agreement in the amount of $250,000 with Falcon Cable Communications, LLC, an
affiliate of the Partnership, to pay off in full outstanding indebtedness under
the expired loan agreement. The loan has been extended and now matures on April
1, 2003. The loan bears interest at LIBOR plus 2.50% (4.50% at December 31,
2001).

     If the Partnership's systems are not sold, the Partnership will need to
rely on increased cash flow from operations or new sources of financing 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 financing will be
available on terms acceptable to the Partnership. If the Partnership is not able
to attain such cash flow increases, or obtain new sources of borrowings, it will
not be able to fully complete its cable systems upgrades. As a result, the value
of the Partnership's systems would likely be lower than that of systems rebuilt
to a higher technical standard.

CERTAIN TRENDS AND UNCERTAINTIES

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

     Approximately 73% of the Partnership's customers 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 insurable risks.

     The Partnership's facility in Dyer, Tennessee, is located on the site of a
former gas station. The Partnership completed a Phase I environmental study to
determine the environmental impact of the site.


                                     - 26 -
<PAGE>


The results of the Phase I study concluded there were no Partnership
environmental liabilities, therefore, Phase II study is not required.

     Although we do not believe that the terrorist attacks on September 11, 2001
and the related events have resulted in any material changes to its business and
operations to date, it is difficult to assess the impact that these events,
combined with the general economic slowdown, will have on future operations.
These events could result in reduced spending by customers and advertisers,
which could reduce the Partnership's revenues and operating cash flow, as well
as the collectibility of accounts receivable.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", No. 142,
"Goodwill and Other Intangible Assets" and No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Partnership on July 1, 2001. Management
believes that adoption of SFAS No. 141 did not have an impact on the financial
statements of the Partnership.

     Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS No. 142,
an intangible asset should be recognized if the benefit of the intangible asset
is obtained through contractual or other legal rights or if the intangible asset
can be sold, transferred, licensed, rented or exchanged. Such intangibles
continue to be amortized over their useful lives. SFAS 142 was implemented by
the Partnership on January 1, 2002. Management believes that adoption of SFAS
No. 142 did not have a material impact on the financial statements of the
Partnership.

     Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 was implemented by the Partnership on January 1, 2002. Management
believes that adoption of SFAS No. 143 did not have a material impact on the
financial statements of the Partnership.

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Partnership on January 1, 2002. The Partnership is currently in process of
assessing the impact of adoption of SFAS No. 144. See "Proposed Sale of Assets."

INFLATION

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

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

     We are exposed to financial market risks, including changes in interest
rates from our debt arrangements. Under our current policies, we do not use
interest rate derivative instruments to manage exposure to interest rate
changes. An increase in interest rates of 1% in 2001 would have increased our


                                     - 27 -
<PAGE>


interest expense for the year ended December 31, 2001, by approximately $4,800
with a corresponding decrease to our net income.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

     Previously reported in Current Report on Form 8-K, dated July 18, 2000.


                                     - 28 -
<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 ("ECC"), and
Robert T. Graff, Jr. is the Individual General Partner. As part of Falcon
Cablevision's September 30, 1988, acquisition of the Corporate General Partner,
Falcon Cablevision received an option to acquire Mr. Graff's interest as
Individual General Partner of the Partnership and other affiliated cable limited
partnerships that he previously co-sponsored with the Corporate General Partner,
and Mr. Graff received the right to cause Falcon Cablevision to acquire such
interests. These arrangements were modified and extended in an amendment dated
September 10, 1993, pursuant to which, among other things, the Corporate General
Partner obtained the option to acquire Mr. Graff's interest in lieu of the
purchase right described above which had been previously granted to Falcon
Cablevision. Since its incorporation in Georgia in 1982, the Corporate General
Partner has been engaged in the cable/telecommunications business, both as a
general partner of 14 limited partnerships formed to own and operate cable
television systems and through a wholly-owned operating subsidiary.

     The directors and executive officers of the Corporate General Partner as of
March 15, 2002, all of whom have their principal employment in a comparable
position with Charter, are named below:


<TABLE>
<CAPTION>

NAME                          POSITION

<S>                           <C>
Carl E. Vogel                 President and Chief Executive Officer

David G. Barford              Executive Vice President and Chief Operating Officer

Kent D. Kalkwarf              Executive Vice President and Chief Financial Officer

                              Director of the Corporate General Partner, Executive Vice President and Assistant to
Steven A. Schumm              the President

Steven E. Silva               Executive Vice President - Corporate Development and Chief Technology Officer

David C. Andersen             Senior Vice President - Communications

J. Christian Fenger           Senior Vice President of Operations - Western Division

Eric A. Freesmeier            Senior Vice President - Administration

Thomas R. Jokerst             Senior Vice President - Advanced Technology Development

Ralph G. Kelly                Senior Vice President - Treasurer

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

Majid R. Mir                  Senior Vice President - Telephony and Advanced Services

John C. Pietri                Senior Vice President - Engineering

Michael E. Riddle             Senior Vice President and Chief Information Officer

William J. Schreffler         Senior Vice President of Operations - Midwest Division

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

                              Vice President, Corporate Controller and Principal Financial Officer for Partnership
Paul E. Martin                Matters
</TABLE>

     Except for above-named executive officers who joined Charter after November
1999, such officers were appointed to their position with the Corporate General
Partner following Charter's acquisition of


                                     - 29 -
<PAGE>


control in November 1999, have been employees of Charter since November 1999,
and immediately prior to November 1999, were employees of Charter Investment,
Inc., an affiliate of Charter and the Corporate General Partner.

Carl E. Vogel, 44, President and Chief Executive Officer. Mr. Vogel has more
than 20 years of experience in telecommunications and the subscription
television business. Prior to joining Charter in October 2001, he was a Senior
Vice President of Liberty Media Corp., from November 1999 to October 2001, and
Chief Executive Officer of Liberty Satellite and Technology, from April 2000 to
October 2000. Prior to joining Liberty, Mr. Vogel was an Executive Vice
President and Chief Operating Officer of Field Operations for AT&T Broadband and
Internet Services, with responsibility of managing operations of all of AT&T's
cable broadband properties, from June 1999 to November 1999. From June 1998 to
June 1999, Mr. Vogel served as Chief Executive Officer of Primestar, Inc., a
national provider of subscription television services, and from 1997 to 1998, he
served as Chief Executive Officer of Star Choice Communications. From 1994
through 1997, Mr. Vogel served as the President and Chief Operating Officer of
EchoStar Communications. He began his career at Jones Intercable in 1983. Mr.
Vogel serves as a director of OnCommand Corporation, and holds a B.S. degree in
finance and accounting from St. Norbert College.

David G. Barford, 43 Executive Vice President and Chief Operating Officer. Mr.
Barford was promoted to his current position in July 2000, having previously
served as Senior Vice President of Operations-Western Division from June 1997 to
July 2000. Prior to joining Charter Investment (an affiliate of Charter) in
1995, Mr. Barford held various senior marketing and operating roles during nine
years at Comcast Cable Communications, Inc. He received a B.A. degree from
California State University, Fullerton, and an M.B.A. from National University.

Kent D. Kalkwarf, 42 Executive Vice President and Chief Financial Officer. Mr.
Kalkwarf was promoted to the position of Executive Vice President in July 2000,
having previously served as Senior Vice President. Prior to joining Charter
Investment in 1995, Mr. Kalkwarf was employed for 13 years by Arthur Andersen
LLP, where he attained the position of senior tax manager. He has extensive
experience in cable, real estate, and international tax issues. Mr. Kalkwarf has
a B.S. degree from Illinois Wesleyan University and is a certified public
accountant.

Steven A. Schumm, 49 Director of the Corporate General Partner, Executive Vice
President and Assistant to the President. Prior to joining Charter Investment in
1998, Mr. Schumm was Managing Partner of the St. Louis office of Ernst & Young
LLP for 14 years. He had joined Ernst & Young in 1974. He served as one of 10
members of the firm's National Tax Committee. Mr. Schumm earned a B.S. degree
from Saint Louis University.

Steven E. Silva, 42 Executive Vice President - Corporate Development and Chief
Technology Officer. Mr. Silva joined Charter Investment in 1995. Prior to his
promotion to Executive Vice President and Chief Technology Officer in October
2001, he was Senior Vice President - Corporate Development and Technology since
September 1999. Mr. Silva previously served in various management positions at
U.S. Computer Services, Inc., a billing service provider specializing in the
cable industry. He is a member of the board of directors of Diva Systems
Corporation.

David C. Andersen, 53 Senior Vice President - Communications. Mr. Andersen was
named to his current position in May 2000. Prior to this, he was Vice President
of Global Communications for CNBC, the worldwide cable and satellite business
news network subsidiary of NBC, from September 1999 through April 2000. He
worked for Cox communications, Inc. from 1982 to 1999, establishing their
communications department and advancing to Vice President of Public Affairs. He
held various management positions in communications with the General Motors
Corporation from 1971 to 1982. Mr. Andersen is a past recipient of the cable
industry's highest honor - the Vanguard Award. He serves on the Board of
KIDSNET, the educational non-profit clearinghouse of children's programming, and
is a former Chairman of the National Captioning Institute's Cable Advisory
Board.


                                     - 30 -
<PAGE>


J. Christian Fenger, 46 Senior Vice President of Operations - Western Division.
Mr. Fenger was promoted to his current position in January 2002, having served
as Vice President and Senior Vice President of Operations for our North Central
Region since 1998. From 1992 until joining us in 1998, Mr Fenger served as the
Vice President of Operations for Marcus Cable, and, prior to that, as Regional
Manager of Simmons Cable TV since 1986. Mr. Fenger received his bachelor's
degree and his master's degrees in communications management from Syracuse
University's Newhouse School of Public Communications.

Eric A. Freesmeier, 49 Senior Vice President - Administration. From 1986 until
joining Charter Investment in 1998, Mr. Freesmeier served in various executive
management positions at Edison Brothers Stores, Inc. Earlier he held management
and executive positions at Montgomery Ward. Mr. Freesmeier holds a bachelor's
degree from the University of Iowa and a master's degree from Northwestern
University's Kellogg Graduate School of Management.

Thomas R. Jokerst, 52 Senior Vice President - Advanced Technology Development.
Mr. Jokerst joined Charter Investment in 1994. Previously he served as a vice
president of Cable Television Laboratories and as a regional director of
engineering for Continental Cablevision. He is a graduate of Ranken Technical
Institute and of Southern Illinois University.

Ralph G. Kelly, 44 Senior Vice President - Treasurer. Prior to joining Charter
Investment in 1993, Mr. Kelly was controller and then treasurer of Cencom Cable
Associates between 1984 and 1992. He left Charter Investment in 1994, to become
chief financial officer of CableMaxx, Inc., and returned in 1996. Mr. Kelly
received his bachelor's degree in accounting from the University of Missouri -
Columbia and his M.B.A. from Saint Louis University. Mr. Kelly is a certified
public accountant.

David L. McCall, 46 Senior Vice President of Operations - Eastern Division.
Prior to joining Charter Investment in 1995, Mr. McCall was associated with
Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from
1983 to 1994. Mr. McCall is a member of the Southern Cable Association's Tower
Club.

Majid R. Mir, 51 Senior Vice President - Telephony and Advanced Services. Prior
to joining Charter in April 2001, Mr. Mir worked with GENUITY Networks, Inc. as
Vice President, Metro Network Engineering in Irving, Texas from June 2000 to
April 2001. Prior to that, Mr. Mir worked with GTE from 1979 to June 2000 in
various capacities of increasing responsibility, most recently as Assistant Vice
President of Core Network Engineering. Mr. Mir served as director, Business
Development for GTE, from 1996 to 1997. Mr. Mir earned a bachelor's of science
in systems science from the University of West Florida and holds a master's
degree in business administration from the University of South Florida.

John C. Pietri, 52 Senior Vice President - Engineering. Prior to joining Charter
Investment in 1998, Mr. Pietri was with Marcus Cable for nine years, most
recently serving as Senior Vice President and Chief Technical Officer. Earlier
he was in operations with West Marc Communications and Minnesota Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.

Michael E. Riddle, 43 Senior Vice President and Chief Information Officer. Prior
to joining Charter in December 1999, Mr. Riddle was Director, Applied
Technologies of Cox Communications for four years. Prior to that, he held
technical and management positions during 17 years at Southwestern Bell and its
subsidiaries. Mr. Riddle attended Fort Hays State University.

William J. Schreffler, 48 Senior Vice President of Operations - Midwest
Division. Mr Shreffler was promoted to his current position in January 2002,
having previously served as Vice President of Operations for the Michigan
region. Prior to joining Charter in 1999, Mr. Shreffler acted as a Managing
Director of Cablevision. Between 1995 and 1999, he held various positions with
Century Communications, mot recently as its Group Vice President. From 1985 to
1995, Mr. Shreffler acted as the Regional Controller for American Cable Systems
and following the acquisition of American by Continental Cablevision, as its
General Manager in its Chicago region. Mr. Shreffler holds degrees from Robert
Morris College and Duquesne University and is obtaining a master's degree in
business from Lewis University in Chicago.


                                     - 31 -
<PAGE>


Curtis S. Shaw, 53 Senior Vice President, General Counsel and Secretary. From
1988 until he joined Charter Investment in 1997, Mr. Shaw served as corporate
counsel to NYNEX. Since 1973, Mr. Shaw has practiced as a corporate lawyer,
specializing in mergers and acquisitions, joint ventures, public offerings,
financings, and federal securities and antitrust law. Mr. Shaw received a B.A.
degree from Trinity College and a J.D. degree from Columbia University School of
Law.

Paul E. Martin, 41 Vice President, Corporate Controller and Principal Financial
Officer for Partnership Matters. Mr. Martin has been Vice President and
Corporate Controller since March 2000, and became Principal Financial Officer
for Partnership Matters in July 2001. Prior to joining Charter in March 2000,
Mr. Martin was Vice President and Controller for Operations and Logistics for
Fort James Corporation, a manufacturer of paper products. From 1995 to February
1999, Mr. Martin was Chief Financial Officer of Rawlings Sporting Goods Company,
Inc. Mr. Martin is a certified public accountant, having been with Arthur
Andersen LLP for nine years. Mr. Martin received a B.S. degree in accounting
from the University of Missouri - St. Louis.

     The sole director of the Corporate General Partner is elected to a one-year
term at the annual shareholder meeting to serve until the next annual
shareholder meeting and thereafter until his respective successor is elected and
qualified. Upon his resignation in September 2001, Jerald L. Kent resigned as
the sole director of ECC and was succeeded by Mr. Schumm. Officers are appointed
by and serve at the discretion of the directors of the Corporate General
Partner.

Item 11. EXECUTIVE COMPENSATION

Management Fee

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

     For the fiscal year ended December 31, 2001, Enstar Cable charged us
management fees of approximately $159,700. We also reimbursed Enstar Cable,
Charter and its affiliates approximately $359,400 for system operating
management services. In addition, programming services were purchased through
Charter. The Partnership was charged approximately $625,000 for these
programming services for fiscal year 2001.


                                     - 32 -
<PAGE>


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of December 31, 2001, the only persons known by us to own beneficially
or that may be deemed to own beneficially more than 5% of the units were:

<TABLE>
<CAPTION>
                                                                                         Amount and Nature
                                                                                                 of
                                                                                             Beneficial       Percent
      Title of Class                      Name and Address of Beneficial Owner               Ownership       of Class
      --------------               -------------------------------------------           -----------------   --------
<S>                                <C>                                                                <C>
Units of limited                   Affiliated Madison Investor Unitholders (1)
partnership interest
                                   Madison Value Fund, LLC                                            6,069     7.6%
                                   Madison/OHI Liquidity Investors, LLC
                                   Madison Investment Partners 11, LLC                                  301
                                   Madison Investment Partners 10, LLC                                  932
                                   Madison Avenue Investment Partners, LLC                              301
                                   The Harmony Group II, LLC                                            166
                                   Bryan E. Gordon                                                    5,137
                                     P.O. Box 7533                                                    6,069
                                     Incline Village, Nevada 89452                                    6,069

                                   First Equity Realty, LLC
                                   Ronald M. Dickerman
                                     555 Fifth Avenue, 9th Floor                                      6,069
                                     New York, New York 10017                                         6,069
</TABLE>

(1) As stated in Amendment 3 to Schedule 13G, as filed with the Securities and
Exchange Commission, all units are subject to shared power to vote and invest.

     The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of February 28, 2002, the common
membership units of Charter Communications Holding Company, LLC are owned 51.2%
by Charter, 16.7% by Vulcan Cable III Inc., and 32.1% by Charter Investment,
Inc. (assuming conversion of all convertible securities). Charter controls 100%
of the voting power of Charter Communications Holding Company. Paul G. Allen
owns approximately 3.7% of the outstanding capital stock of Charter and controls
approximately 92.3% of the voting power of Charter's common stock, and he is the
sole equity owner of Charter Investment, Inc. and Vulcan Cable III Inc.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Services

     On November 12, 1999, Charter acquired ownership of ECC from Falcon Holding
Group, L.P. and assumed the management services operations previously provided
by affiliates of Falcon. Charter now manages the operations of the partnerships
of which ECC is the Corporate General Partner, including the Partnership.
Commencing November 13, 1999, Charter began receiving management fees and
reimbursed expenses which had previously been paid by the Corporate General
Partner to Falcon.

     Pursuant to the Management Agreement between the Partnership and Enstar
Cable, a subsidiary of the Corporate General Partner, Enstar Cable provides
financial, management, supervisory and marketing services, as necessary to the
Partnership's operations. This Management Agreement provides that the
Partnership shall pay management fees equal to 5% of the Partnership's gross
receipts from customers. In addition, Enstar Cable is to be reimbursed for
amounts paid to third parties, the cost of administrative services


                                     - 33 -
<PAGE>


in an amount equal to the lower of actual cost or the amount the Partnership
would be required to pay to independent parties for comparable administrative
services, salaries and benefits of employees necessary for day-to-day operation
of the Partnership's systems, and an allocable shares of costs associated with
facilities required to manage the Partnership's systems. To provide these
management services, Enstar Cable has engaged Charter Communications Holding
Company, an affiliate of the Corporate General Partner and Charter, to provide
management, consulting, programming and billing services for the Partnership.

     Since November 12, 1999, when Charter acquired control of the Corporate
General Partner and its subsidiary, Enstar Cable, as well as Falcon
Communications, L.P., the management fees payable have been limited to
reimbursement of an allocable share of Charter's management costs, which is less
than the fee permitted by the existing agreement. For the year ended December
31, 2001, accrued and unpaid management fees to Charter Communications Holding
Company LLC. were $170,800. In addition, the Partnership was charged directly
for the salaries and benefits of employees for daily operations, and where
shared by other Charter systems, an allocable share of facilities costs, with
programming and billing being charged to the Partnership at Charter's actual
cost. For the year ended December 31, 2001, service costs directly attributable
to providing cable services to customers which were incurred by Charter and
reimbursed by the Partnership, were $359,400.

Conflicts of Interest

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

Proposed Sale of Assets

     On August 29, 2001, the Partnership entered into an asset purchase
agreement providing for the sale of all of the Partnership's Illinois cable
television systems in and around Cisne, Farmersville, Flora, Noble, Raymond,
Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC ("RAP"), an
affiliate of the Corporate General Partner and an indirect subsidiary of
Charter, for a total sale price of approximately $12,674,500 ($2,258 per
customer acquired), anticipated to result in a post-closing distribution of
approximately $109 per partnership unit, prior to applicable taxes (the "Charter
Sale"). The Charter Sale is part of a larger transaction in which the
Partnership and five other affiliated partnerships (which, together with the
Partnership are collectively referred to as the "Selling Partnerships") would
sell all of their assets used in the operation of their respective Illinois
cable television systems to RAP and two of its affiliates (also referred to,
with RAP, as the "Purchasers") for a total cash sale price of $63,000,000. The
total sale price has been allocated among the Selling Partnerships based on the
number of customers served by each of the Selling Partnerships' respective
Illinois cable systems as of June 30, 2001. Each Selling Partnership will
receive the same value per customer. Closing of the Charter Sale is subject to
closing sale price adjustments, regulatory approvals, customary closing
conditions and, if not waived by the Purchasers, the approval by the Limited
Partners of the Selling Partnerships of the sale of their respective Illinois
cable systems. In addition, the Limited Partners of each of the Selling
Partnerships must approve an amendment to their respective partnership agreement
to allow the sale of assets to an affiliate of such partnership's General
Partner. The Purchasers are each indirect subsidiaries of the Corporate General
Partner's ultimate parent company, Charter, and therefore, are affiliates of the
Partnership and each of the other Selling Partnerships. As of the date of this
filing, the necessary regulatory and limited partner approvals have been
obtained for all of the Selling Partnerships except Enstar Income Program II-1,
L.P. ("Enstar II-1"). The Purchasers have indicated that they may waive the
requirement of limited partner approval as to all six Selling Partnerships. If
the Purchasers do waive this requirement, then they might purchase the Illinois
systems in more than one closing, and only with respect to those Selling
Partnerships that have received the approval of their limited partners. Although
it is


                                     - 34 -
<PAGE>


presently expected that the sale of the Partnership's Illinois systems will be
consummated in the second quarter of 2002, there is no assurance regarding
completion of the transaction. If the sale is approved in accordance with the
terms of the purchase agreement, the Partnership will present the results of its
Illinois systems as discontinued operations.

Fiduciary Responsibility and Indemnification of the General Partners

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

     The Partnership Agreement provides that the General Partners will be
indemnified by the Partnership for acts performed within the scope of their
authority under the Partnership Agreement if the General Partners (i)-acted in
good faith and in a manner that it reasonably believed to be in, or not opposed
to, the best interests of the Partnership and the partners, and (ii)-had no
reasonable grounds to believe that their conduct was negligent. In addition, the
Partnership Agreement provides that the General Partners will not be liable to
the Partnership or its Limited Partners for errors in judgment or other acts or
omissions not amounting to negligence or misconduct. Therefore, Limited Partners
will have a more limited right of action than they would have absent such
provisions. In addition, the Partnership maintains, at its expense and in such
reasonable amounts as the Corporate General Partner shall determine, a liability
insurance policy which insures the Corporate General Partner, Charter and its
affiliates, officers and directors and persons determined by the Corporate
General Partner, against liabilities which they may incur with respect to claims
made against them for wrongful or allegedly wrongful acts, including certain
errors, misstatements, misleading statements, omissions, neglect or breaches of
duty.


                                     - 35 -
<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.



              2.  Financial Statement Schedules

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



              3.  Exhibits

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



(b)               Reports on Form 8-K

                  On October 9, 2001, the registrant filed a current report on
                  Form 8-K announcing the resignation of Jerald L. Kent,
                  Charter's former President and Chief Executive Officer and the
                  appointment of Steven A. Schumm, Executive Vice President and
                  Assistant to the President of Charter as sole director of ECC,
                  the Partnership's Corporate General Partner.




                                     - 36 -
<PAGE>


                                   SIGNATURES

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

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

                                   By:     Enstar Communications Corporation,
                                           Corporate General Partner

Dated:  March 29, 2002                     By: /s/ Steven A. Schumm
                                               --------------------
                                               Steven A. Schumm
                                               Director,
                                               Executive  Vice President and
                                               Assistant to the President


     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 and on the dates indicated below.


Dated:  March 29, 2002                     By:  /s/ Steven A. Schumm
                                                --------------------
                                                Steven A. Schumm
                                                Director,
                                                Executive Vice President and
                                                Assistant to the President
                                                (Principal Executive Officer) *

Dated:  March 29, 2002                     By:  /s/ Paul E. Martin
                                                ------------------
                                                Paul E. Martin
                                                Vice President and
                                                Corporate Controller
                                                (Principal Financial Officer and
                                                Principal Accounting Officer) *

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


                                     - 37 -
<PAGE>


<TABLE>
<CAPTION>
                          INDEX TO FINANCIAL STATEMENTS

                                                                                            PAGE
                                                                                       ---------------
<S>                                                                                         <C>
Report of Independent Public Accountants                                                    F-2

Balance Sheets as of December 31, 2001 and 2000                                             F-3

Statements of Operations for the years ended December 31, 2001 and 2000                     F-4

Statements of Partnership Capital (Deficit) for the years ended
  December 31, 2001 and 2000                                                                F-5

Statements of Cash Flows for the years ended December 31, 2001 and 2000                     F-6

Notes to Financial Statements                                                               F-7

Report of Independent Public Auditors                                                       F-16

Statement of Operations for the year ended December 31, 1999                                F-17

Statement of Partnership Capital (Deficit) for the year ended December 31, 1999             F-18

Statement of Cash Flows for the year ended December 31, 1999                                F-19

Notes to Financial Statements                                                               F-20
</TABLE>

All financial statement 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 PUBLIC ACCOUNTANTS



To the Partners of
    Enstar Income/Growth Program Six-A, L.P.:


We have audited the accompanying balance sheets of Enstar Income/Growth Program
Six-A, L.P. (a Georgia limited partnership) as of December 31, 2001 and 2000,
and the related statements of operations, partnership capital (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Enstar Income/Growth Program
Six-A, L.P. as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.



/s/ ARTHUR ANDERSEN LLP



St. Louis, Missouri,
   March 29, 2002


                                      F-2
<PAGE>


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

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 2001 AND 2000

                                                                                       2001                 2000
                                                                                    ------------        ------------
                                     ASSETS
ASSETS:

<S>                                                                                 <C>                 <C>
  Cash                                                                              $    465,800        $    256,500
  Accounts receivable                                                                     52,200             108,800
   Prepaid expenses and other assets                                                      13,300              59,900
  Property, plant and equipment, net of accumulated depreciation of $7,672,600
     and $6,895,000, respectively                                                      4,984,300           4,771,900
  Franchise cost, net of accumulated amortization of $3,328,700 and $3,125,300,
     respectively                                                                        290,700             494,100
   Deferred financing costs and other deferred charges, net                                   --              17,600
                                                                                    ------------        ------------
           Total assets                                                              $ 5,806,300        $  5,708,800
                                                                                    ============        ============

                       LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
   Accounts payable                                                                 $     79,400        $    181,100
   Accrued liabilities                                                                   437,600             515,600
   Due to affiliates                                                                   2,244,000           1,547,200
   Note payable - affiliate                                                              250,000             700,000
                                                                                    ------------        ------------
           Total liabilities                                                           3,011,000           2,943,900
                                                                                    ------------        ------------
PARTNERSHIP CAPITAL (DEFICIT):
   General Partners                                                                     (134,700)           (135,000)
   Limited Partners                                                                    2,930,000           2,899,900
                                                                                    ------------        ------------
           Total partnership capital                                                   2,795,300           2,764,900
                                                                                    ------------        ------------
           Total liabilities and partnership capital                                $  5,806,300        $  5,708,800
                                                                                    ============        ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>


<TABLE>
<CAPTION>

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

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                                     2001             2000
                                                                                   -----------      -----------
<S>                                                                                <C>              <C>
REVENUES                                                                           $ 3,194,400      $ 3,342,000
                                                                                   -----------      -----------
OPERATING EXPENSES:
   Service costs                                                                       963,100          978,600
   General and administrative expenses                                                 584,700          544,600
   General partner management fees and reimbursed expenses                             519,100          539,500
   Depreciation and amortization                                                       999,200        1,079,000
                                                                                   -----------      -----------
                                                                                     3,066,100        3,141,700
                                                                                   -----------      -----------
           Operating income                                                            128,300          200,300
                                                                                   -----------      -----------
OTHER INCOME (EXPENSE):
   Interest income                                                                      10,600           17,900
   Interest expense                                                                    (49,600)         (99,100)
   Other expense                                                                       (58,900)         (27,900)
                                                                                   -----------      -----------
                                                                                       (97,900)        (109,100)
                                                                                   -----------      -----------
           Net income                                                              $    30,400      $    91,200
                                                                                   ===========      ===========


NET INCOME ALLOCATED TO GENERAL PARTNERS                                           $       300      $       900
                                                                                   ===========      ===========

NET INCOME ALLOCATED TO LIMITED PARTNERS                                           $    30,100      $    90,300
                                                                                   ===========      ===========

NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST                                $     0.38       $     1.13
                                                                                   ===========      ===========

WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR                 79,818           79,818
                                                                                   ===========      ===========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-4
<PAGE>


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

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

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

<S>                                                                    <C>               <C>              <C>
PARTNERSHIP CAPITAL (DEFICIT), January 1, 2000                         $   (135,900)     $ 2,809,600      $ 2,673,700

   Net income                                                                   900           90,300           91,200
                                                                       ------------      -----------      -----------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2000                       $   (135,000)     $ 2,899,900      $ 2,764,900

   Net income                                                                   300           30,100           30,400
                                                                       ------------      -----------      -----------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001                       $   (134,700)     $ 2,930,000      $ 2,795,300
                                                                       ============      ===========      ===========
</TABLE>

                 See accompanying notes to financial statements.

                                      F-5


<PAGE>


<TABLE>
<CAPTION>

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

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                                    2001                2000
                                                                                  -----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                               <C>                <C>
   Net income                                                                     $    30,400        $    91,200
   Adjustments to reconcile net income to net cash from operating activities:
     Depreciation and amortization                                                    999,200          1,079,000
     Changes in:
       Accounts receivable, prepaid expenses and other assets                         103,200             (2,300)
       Accounts payable, accrued liabilities and due to affiliates                    517,100          1,602,200
                                                                                  -----------        -----------

           Net cash from operating activities                                       1,649,900          2,770,100
                                                                                  -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                              (990,000)        (2,807,700)
   Increase in intangible assets                                                         (600)           (31,800)
                                                                                  -----------        -----------

            Net cash from investing activities                                       (990,600)        (2,839,500)
                                                                                  -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of note payable - affiliate                                             (700,000)          (350,000)
   Issuance of note payable - affiliate                                               250,000                 --
                                                                                  -----------        -----------

           Net cash from financing activities                                        (450,000)          (350,000)
                                                                                  -----------        -----------

           Net increase (decrease) in cash                                            209,300           (419,400)

CASH, beginning of year                                                               256,500            675,900
                                                                                  -----------        -----------

CASH, end of year                                                                 $   465,800        $   256,500
                                                                                  ===========        ===========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-6
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

     Enstar Income/Growth Program Six-A, L.P., a Georgia limited partnership
(the "Partnership"), owns and operates cable television systems in small to
medium-sized communities in 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 of
the partners, including income taxes.

Property, Plant and Equipment

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

  Cable distribution systems                       5-15 years
  Vehicles                                           3 years
  Furniture and equipment                           5-7 years
  Leasehold improvements        Shorter of life of lease or useful life of asset

Franchise Cost

     Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Franchise rights acquired through
the purchase of cable systems represent management's estimate of fair value and
are generally amortized using the straight-line method over a period of up to 15
years. This period represents management's best estimate of the useful lives of
the franchises and assumes substantially all of those franchises that expire
during the period will be renewed by the Partnership. Amortization expense
related to franchises for the years ended December 31, 2001 and 2000 was
$203,500 and $253,800, respectively.

     As of December 31, 2001, franchise agreements have expired in four of the
Partnership's franchise areas where it serves approximately 1,800 basic
customers. The Partnership continues to serve these customers while it is in
negotiations to renew the franchise agreements and continues to pay franchise
fees to the local franchising authorities.

Deferred Financing Costs and Other Deferred Charges

     Costs incurred relative to borrowings are deferred and amortized using the
straight-line method over the terms of the related borrowing agreement. Deferred
financing costs were $0 and $17,600, net of accumulated amortization of $76,800
and $59,200, as of December 31, 2001 and 2000, respectively. Other deferred
charges are amortized using the straight-line method over two years.


                                      F-7
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

Long-Lived Assets

     The Partnership reviews its long-lived assets for impairment whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected cash flows, undiscounted and without
interest, is less that the carrying amount of the asset, the carrying amount of
the asset is reduced to its estimated fair value and an impairment loss is
recognized.

Revenue Recognition

     Cable television revenues from basic and premium services are recognized
when the related services are provided. Advertising revenues are recognized when
commercials are broadcast. Installation revenues are recognized to the extent of
direct selling costs incurred. The remainder, if any, is deferred and amortized
to income over the estimated average period that customers are expected to
remain connected to the cable system. As of December 31, 2001 and 2000, no
installation revenues have been deferred, as direct selling costs have exceeded
installation revenues.

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

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. As of
December 31, 2001 and 2000, the book basis of the Partnership's net assets
exceeds its tax basis by approximately $1,828,400 and $1,766,500, respectively.
The accompanying financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States, differ from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code. The net effect of these
accounting differences is that the Partnership's net income for the years ended
December 31, 2001 and 2000, in the financial statements is approximately
$100,200 more than tax income or loss and $426,800 less than tax income or loss
for the same period, respectively. The difference is principally due to timing
differences in amortization and depreciation expense.

Net Income per Unit of Limited Partnership Interest

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

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported


                                      F-8
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

amounts reported of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

(2)  PARTNERSHIP MATTERS

     The Partnership was formed on September 23, 1987 by a partnership
agreement, as amended (the "Partnership Agreement"), to acquire, construct,
improve, develop and operate cable television systems in various locations in
the United States. The Partnership Agreement provides for Enstar Communications
Corporation (the "Corporate General Partner") and Robert T. Graff, Jr., to be
the General Partners and for the admission of Limited Partners through the sale
of interests in the Partnership.

     On November 12, 1999, Charter Communications Holdings Company, LLC, an
entity controlled by Charter Communications, Inc. ("Charter"), acquired both the
Corporate General Partner, as well as Falcon Communications, L.P. ("Falcon"),
the entity that provided management and certain other services to the
Partnership. Charter is the nation's fourth largest cable operator, serving
approximately seven million customers and files periodic reports with the
Securities and Exchange Commission. Charter and its affiliates (principally CC
VII Holdings, LLC, the successor-by-merger to Falcon) provide management and
other services to the Partnership. Charter receives a management fee and
reimbursement of expenses from the Corporate General Partner for managing the
Partnership's cable television operations. The Corporate General Partner,
Charter and affiliated companies are responsible for the management of the
Partnership and its operations.

     The amended Partnership Agreement generally provides that all cash flows be
distributed 1% to the General Partners and 99% to the Limited Partners until the
Limited Partners have received aggregate cash distributions equal to their
original capital contributions. The amended Partnership Agreement also provides
that all partnership operating profits be allocated to the partners in the same
proportion as cash flow distributions are made. After the Limited Partners have
received cash flow equal to their initial investment, the General Partners will
only receive a 1% distribution of proceeds from a disposition or refinancing of
a system until the Limited Partners have received an annual simple interest
return of at least 8% of their initial investment less any distributions from
previous dispositions or refinancing of systems. Thereafter, proceeds from a
disposition or refinancing of a system shall be distributed 80% to the Limited
Partners and 20% to the General Partners. Gains from dispositions of systems are
first allocated in the same manner as the proceeds from such dispositions. This
occurs until the dispositions result in the aggregate fair market value of the
Partnership's remaining system(s) being less than or equal to 50% of the
aggregate contributions to the capital of the Partnership by the partners.


                                      F-9
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

     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 Partnership Agreement limits the amount of
debt the Partnership may incur.

(3)  PROPOSED SALE OF ASSETS

     On August 29, 2001, the Partnership entered into an asset purchase
agreement providing for the sale of all of the Partnership's Illinois cable
television systems in and around Cisne, Farmersville, Flora, Noble, Raymond,
Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC ("RAP"), an
affiliate of the Corporate General Partner and an indirect subsidiary of
Charter, for a total sale price of approximately $12,674,500 ($2,258 per
customer acquired) (the "Charter Sale"). The Charter Sale is part of a larger
transaction in which the Partnership and five other affiliated partnerships
(which, together with the Partnership are collectively referred to as the
"Selling Partnerships") would sell all of their assets used in the operation of
their respective Illinois cable television systems to RAP and two of its
affiliates (also referred to, with RAP, as the "Purchasers") for a total cash
sale price of $63,000,000. The total sale price has been allocated among the
Selling Partnerships based on the number of customers served by each of the
Selling Partnerships' respective Illinois cable systems as of June 30, 2001.
Each Selling Partnership will receive the same value per customer. Closing of
the Charter Sale is subject to closing sale price adjustments, regulatory
approvals, customary closing conditions and, if not waived by the Purchasers,
the approval by the Limited Partners of the five other affiliated Selling
Partnerships of the sale of their respective Illinois cable systems. In
addition, the Limited Partners of each of the Selling Partnerships must approve
an amendment to their respective partnership agreement to allow the sale of
assets to an affiliate of such partnership's General Partner. The Purchasers are
each indirect subsidiaries of the Corporate General Partner's ultimate parent
company, Charter, and therefore, are affiliates of the Partnership and each of
the other Selling Partnerships. As of the date of this filing, the necessary
regulatory and limited partner approvals have been obtained for all of the
Selling Partnerships except Enstar Income Program II-1, L.P. ("Enstar II-1").
The Purchasers have indicated that they may waive the requirement of limited
partner approval as to all six Selling Partnerships. If the Purchasers do waive
this requirement, then they might purchase the Illinois systems in more than one
closing, and only with respect to those Selling Partnerships that have received
the approval of their limited partners. Although it is presently expected that
the sale of the Partnership's Illinois systems will be consummated in the second
quarter of 2002, there is no assurance regarding completion of the transaction.
If the sale is approved in accordance with the terms of the purchase agreement,
the Partnership will present the results of its Illinois systems as discontinued
operations.

     The proposed Charter Sale resulted from a sale process actively pursued
since 1999, when the Corporate General Partner sought purchasers for all of the
cable television systems of the Selling Partnerships, as well as eight other,
affiliated limited partnership cable operators of which the Corporate General
Partner is also the general partner. This effort was undertaken primarily
because, based on the Corporate General Partner's experience in the cable
television industry, it was concluded that generally applicable market
conditions and competitive factors were making (and would increasingly make) it
extremely difficult for


                                      F-10
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

smaller operators of rural cable systems (such as the Partnership and the other
affiliated Enstar partnerships) to effectively compete and be financially
successful. This determination was based on the anticipated cost of electronics
and additional equipment to enable the Partnership's systems to operate on a
two-way basis with improved technical capacity, insufficiency of Partnership
cash reserves and cash flows from operations to finance such expenditures,
limited customer growth potential due to the Partnership's systems' rural
location, and a general inability of a small cable system operator such as the
Partnership to benefit from economies of scale and the ability to combine and
integrate systems that large cable operators have. Although limited plan
upgrades have been made, the Corporate General Partner projected that if the
Partnership made the comprehensive additional upgrades deemed necessary to
enable enhanced and competitive services, particularly two-way capability, the
Partnership would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.

     As a result of marketing efforts using an independent broker experienced in
the sale of cable systems, the Partnership, together with certain affiliated
partnership for which the Corporate General Partner also served as a General
Partner (collectively, the "Gans Selling Partnerships"), entered into two
separate and purchase and sale agreements, one dated as of June 21, 2000, as
amended September 29, 2000 (the "Gans I Agreement"), and the other dated as of
August 8, 2000, as amended September 29, 2000 (the "Gans II Agreement"), with
Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership
("Gans"). The Gans I Agreement provided for Gans to acquire the Partnership's
Dyer, Tennessee system, as well as certain assets of the other Gans Selling
Partnerships. The Gans II Agreement provided for Gans to acquire the
Partnership's Flora, Illinois system, as well as certain assets of the other
Gans Selling Partnerships. Following a series of discussions and meeting, the
Partnership and Gans determined that they were not able to agree on certain
further amendments to the Gans I and Gans II Agreements required to satisfy
conditions precedent to close the transactions. In light of these conditions and
existing economic and financial market conditions, and their impact of Gans'
inability to arrange financing in order to close the acquisitions, on April 18,
2001, the parties agreed to terminate the Gans I and Gans II Agreements.

     Following termination of the Gans I and Gans II Agreements, the broker once
again attempted to market the various Illinois systems of the affiliated
partnerships, including the Partnership's system. Following this second sale
process, the Partnership entered into the asset purchase agreement for the
Charter Sale. The broker once again also attempted to market the Partnership's
other systems.

     The Dyer, Tennessee system is not included in the Charter Sale and will
continue to be owned and operated by the Corporate General Partner indefinitely
for the foreseeable future. The Corporate General Partner may seek potential
purchasers for that system from time to time when it believes market conditions
are appropriate. However, the Corporate General Partner can give no assurance of
when, or if, the Dyer, Tennessee System will ever be sold.

     Other expense of $58,900 and $27,900 for the years ended December 31, 2001
and 2000, respectively, represents legal and proxy costs associated with the
proposed sales of the Partnership's assets.

(4)  PROPERTY, PLANT AND EQUIPMENT

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


                                      F-11
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                           December 31,
                                               ---------------------------------
                                                     2001               2000
                                               -------------       -------------

<S>                                             <C>                <C>
Cable distribution systems                      $ 11,815,900       $ 11,089,400
Land and improvements                                286,400             86,600
Vehicles, furniture and equipment                    554,600            490,900
                                                ------------       ------------

                                                  12,656,900         11,666,900
Less:  accumulated depreciation                   (7,672,600)        (6,895,000)
                                                ------------       ------------

                                                $  4,984,300       $  4,771,900
                                                ============       ============
</TABLE>


     Depreciation expense for the years ended December 31, 2001 and 2000 was
$777,600 and $803,400, respectively.

(5)  CREDIT FACILITY

     The Partnership was party to a loan agreement with Enstar Finance Company,
LLC, a subsidiary of Enstar Communications Corporation (ECC). The loan agreement
provided for a revolving loan facility of $3,600,000 and matured on August 31,
2001. The loan facility was not extended or replaced. However, the Partnership's
present cash reserves are insufficient to fund a comprehensive upgrade program.
Consequently, the Partnership signed an intercompany loan agreement in the
amount of $250,000 with Falcon Cable Communications, LLC, an affiliate of the
Partnership, for general working capital purposes. The loan matures on April 1,
2003 and bears interest at LIBOR plus 2.50% (4.50% at December 31, 2001).

(6)  COMMITMENTS AND CONTINGENCIES

Litigation

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

Regulation in the Cable Television Industry

     The operation of a cable system is extensively regulated by the Federal
Communications Commission (FCC), some state governments and most local
governments. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations. The 1996 Telecommunications Act (the "1996 Telecom Act")
altered the regulatory structure governing the nation's communications
providers. It removed barriers to competition in both the cable television
market and the


                                      F-12
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

local telephone market. Among other things, it reduced the scope of cable rate
regulation and encouraged additional competition in the video programming
industry by allowing local telephone companies to provide video programming in
their own telephone service areas.

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

Insurance

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

     Approximately 73% of the Partnership's customers are served by the
Partnership's 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 flow. The
Partnership continues to maintain insurance coverage in amounts the
Partnership's management views as appropriate for all other property, liability,
automobile, workers' compensation and other insurable risks.

Environmental Matters

     The Partnership's facility in Dyer, Tennessee, is located on the site of a
former gas station. The Partnership completed a Phase I environmental study to
determine the environmental impact of the site. The results of the Phase I study
concluded there were no Partnership environmental liabilities, therefore, a
Phase II study is not required.

(7)  EMPLOYEE BENEFIT PLAN

     The Partnership participates in a cash or deferred profit sharing plan (the
"Profit Sharing Plan") sponsored by a subsidiary of the Corporate General
Partner, which covers substantially all of its employees. The Profit Sharing
Plan provides that each participant may elect to make a contribution in an
amount up to 15% of the participant's annual compensation which otherwise would
have been payable to the participant as salary. Effective January 1, 1999, the
Profit Sharing Plan was amended, whereby the Partnership would make an employer
contribution equal to 100% of the first 3% and 50% of the next 2% of the
participants' contributions. Contributions of $2,500 and $1,700 were made during
2001 and 2000, respectively.

(8)  TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

     The Partnership has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation (the "Enstar Cable"), a wholly owned
subsidiary of the Corporate General Partner, for a monthly management fee of 5%
of gross revenues to Enstar Cable excluding revenues from the sale of


                                      F-13
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

cable television systems or franchises. Management fee expense was $159,700 and
$167,100 for the years ended December 31, 2001 and 2000, respectively.
Management fees are non-interest bearing.

     In addition to the monthly management fee, the Partnership reimburses
Enstar Cable for direct expenses incurred on behalf of the Partnership, and for
the Partnership's allocable share of operational costs associated with services
provided by Enstar Cable. Additionally, Charter and its affiliates provide other
management and operational services for the Partnership. These expenses are
charged to the properties served based primarily on the Partnership's allocable
share of operational costs associated with the services provided. The total
amount charged to the Partnership for these services approximated $359,400 and
$372,400 for the years ended December 31, 2001 and 2000, respectively.

     Substantially all programming services have been purchased through Charter.
Charter charges the Partnership for these costs based on its costs. The
Partnership recorded programming fee expense of $625,000 and $628,400 for the
years ended December 31, 2001 and 2000, respectively. Programming fees are
included in service costs in the accompanying statements of operations.

(9)  NEW ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", No. 142,
"Goodwill and Other Intangible Assets" and No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Partnership on July 1, 2001. Management
belives that adoption of SFAS No. 141 did not have an impact on the financial
statements of the Partnership.

     Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS No. 142,
an intangible asset should be recognized if the benefit of the intangible asset
is obtained through contractual or other legal rights or if the intangible asset
can be sold, transferred, licensed, rented or exchanged. Such intangibles
continue to be amortized over their useful lives. SFAS 142 was implemented by
the Partnership on January 1, 2002. Management believes that adoption of SFAS
No. 142 did not have a material impact on the financial statements of the
Partnership.

     Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 was implemented by the Partnership on January 1, 2002. Management
believes that adoption of SFAS No. 143 did not have a material impact on the
financial statements of the Partnership.

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was


                                      F-14
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

implemented by the Partnership on January 1, 2002. The Partnership is currently
in process of assessing the impact of adoption of SFAS No. 144.


                                      F-15
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS



To the Partners of
    Enstar Income/Growth Program Six-A, L.P. (a Georgia limited partnership):


We have audited the accompanying statements of operations, partnership capital
(deficit), and cash flows of Enstar Income/Growth Program Six-A, L.P. (a Georgia
limited partnership) for the year ended December 31, 1999. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

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



                                               /s/ ERNST & YOUNG LLP



Los Angeles, California,
   March 24, 2000


                                      F-16
<PAGE>


<TABLE>
<CAPTION>

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

                             STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<S>                                                                      <C>
REVENUES                                                                 $ 3,463,300
                                                                         -----------

OPERATING EXPENSES:
   Service costs                                                           1,126,300
   General and administrative expenses                                       474,800
   General Partners management fees and reimbursed expenses                  455,500
   Depreciation and amortization                                           1,025,300
                                                                         -----------

                                                                           3,081,900
                                                                         -----------

           Operating income                                                  381,400
                                                                         -----------

OTHER INCOME (EXPENSE):
   Interest expense                                                         (149,900)
   Interest income                                                            22,700
                                                                         -----------

                                                                            (127,200)
                                                                         -----------

           Net income                                                    $   254,200
                                                                         ===========


NET INCOME ALLOCATED TO GENERAL PARTNERSS                                $     2,500
                                                                         ===========

NET INCOME ALLOCATED TO LIMITED PARTNERS                                 $   251,700
                                                                         ===========

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


WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR        79,818
                                                                         ===========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-17
<PAGE>



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

                   STATEMENT OF PARTNERSHIP CAPITAL (DEFICIT)

                      FOR THE YEAR ENDED DECEMBER 31, 1999

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

<S>                                                                       <C>              <C>                 <C>
PARTNERSHIP CAPITAL (DEFICIT),January 1, 1999                             $(138,400)       $ 2,557,900         $ 2,419,500

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

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


                 See accompanying notes to financial statements.


                                      F-18
<PAGE>


<TABLE>
<CAPTION>

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

                             STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<S>                                                                                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                          $   254,200
   Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                     1,025,300
       Amortization of deferred loan costs                                                  17,100
       Decrease from changes in:
         Accounts receivable, prepaid expenses and other assets                            (98,300)
         Accounts payable                                                                  (31,900)
                                                                                       -----------

           Net cash provided by operating activities                                     1,166,400
                                                                                       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                   (492,400)
   Increase in intangible assets                                                           (44,400)
                                                                                       -----------

            Net cash used in investing activities                                         (536,800)
                                                                                       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of borrowings from affiliate                                                 (300,000)
   Due to affiliates                                                                      (195,700)
                                                                                       -----------

           Net cash used in financing activities                                          (495,700)
                                                                                       -----------

           Net increase in cash                                                            133,900

CASH, BEGINNING OF YEAR                                                                    542,000
                                                                                       -----------

CASH, END OF YEAR                                                                      $   675,900
                                                                                       ===========
</TABLE>


                 See accompanying notes to financial statements.


                                      F-19
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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.

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 1999.

Franchise Cost

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

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.


                                      F-20
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

Recoverability of Assets

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

Revenue Recognition

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

Income Taxes

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

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

Advertising Costs

     All advertising costs are expensed as incurred.

Earnings per Unit of Limited Partnership Interest

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

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.


                                      F-21
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

NOTE 2 - PARTNERSHIP MATTERS

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

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

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

     The 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 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.


                                      F-22
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

     The Partnership Agreement limits the amount of debt the Partnership may
incur.

NOTE 3 - POTENTIAL SALE OF PARTNERSHIP ASSETS

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

NOTE 4 - 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:

Note Payable - Affiliate

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

NOTE 5 - NOTE PAYABLE - AFFILIATE

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

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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


                                      F-23
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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

<TABLE>
<CAPTION>
                Year                                Amount
           ---------------                      ------------

<S>                                               <C>
           2000                                   $   3,900
           2001                                       4,000
           2002                                       4,100
           2003                                       4,100
           2004                                       1,200
           Thereafter                                 4,800
                                                ------------

                                                   $ 22,100
                                                ============
</TABLE>

     Rentals, other than pole rentals, charged to operations approximated
$15,900 in 1999. Pole rentals approximated $35,900 in 1999.

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

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

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

     Beginning in August 1997, the Corporate General Partner elected to
self-insure the Partnership's cable distribution plant and customer 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 customer connections and against business
interruptions resulting from such damage. This coverage is subject to a
significant annual deductible which applies to all of the cable television
properties formerly owned or managed by FCLP through November 12, 1999, and
currently managed by Charter, including the Partnership.


                                      F-24
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

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

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

NOTE 7 - EMPLOYEE BENEFIT PLAN

     The Partnership participates in a cash or deferred profit sharing plan (the
"Profit Sharing Plan") sponsored by a subsidiary of the Corporate General
Partner, which covers substantially all of its employees. The Profit Sharing
Plan provides that each participant may elect to make a contribution in an
amount up to 15% of the participant's annual compensation which otherwise would
have been payable to the participant as salary. Prior to 1999, the Partnership's
contribution to the Profit Sharing Plan, as determined by management, was
discretionary but could not exceed 15% of the annual aggregate compensation (as
defined) paid to all participating employees. Effective January 1, 1999, the
Profit Sharing Plan was amended, whereby the Partnership would make an employer
contribution equal to 100% of the first 3% and 50% of the next 2% of the
participants' contributions. Contributions of $4,000 were made during 1999.

NOTE 8 - TRANSACTIONS WITH THE 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 $173,200 in 1999.

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

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


                                      F-25

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999

     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 $20,900 in 1999. No management fee is payable to the
affiliate by the Partnership and there is no duplication of reimbursed expenses
and costs paid to the Manager.

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

NOTE 9 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     Cash paid for interest amounted to $165,000 in 1999.


                                      F-26

<PAGE>


                                  EXHIBIT INDEX


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

   2.1a          Asset Purchase Agreement, dated August 29, 2001, by and
                 between Charter Communications Entertainment I, LLC, Interlink
                 Communications Partners, LLC, and Rifkin Acquisitions
                 Partners, LLC and Enstar Income Program II-1, L.P., Enstar
                 Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                 Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
                 Systems Venture, and Enstar Cable of Macoupin County.
                 (Incorporated by reference to Exhibit A to Registrant's
                 Definitive Proxy Statement on Schedule 14A as filed on
                 February 4, 2002).

   2.1b          Letter of Amendment, dated September 10, 2001, by and between
                 Charter Communications Entertainment I, LLC, Interlink
                 Communications Partners, LLC, and Rifkin Acquisitions
                 Partners, LLC and Enstar Income Program II-1, L.P., Enstar
                 Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                 Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
                 Systems Venture, and Enstar Cable of Macoupin County.
                 (Incorporated by reference to Exhibit B to Registrant's
                 Definitive Proxy Statement on Schedule 14A as filed on
                 February 4, 2002).


   2.1c          Letter of Amendment, dated November 30, 2001, by and between
                 Charter Communications Entertainment I, LLC, Interlink
                 Communications Partners, LLC, and Rifkin Acquisitions
                 Partners, LLC and Enstar Income Program II-1, L.P., Enstar
                 Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
                 Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
                 Systems Venture, and Enstar Cable of Macoupin County.
                 (Incorporated by reference to Exhibit C to Registrant's
                 Definitive Proxy Statement on Schedule 14A as filed on
                 February 4, 2002).

   2.2a          Asset Purchase Agreement dated June 21, 2000, by and among
                 Multimedia Acquisition Corp., as Buyer, and Enstar Income
                 Program 1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar
                 Income/Growth Program Six-A, L.P., Enstar VIII, Enstar VIII and
                 Enstar X, Ltd., as Sellers. (Incorporated by reference to the
                 Current Report on Form 8-K of Enstar Income Program 1984-1,
                 L.P., File No. 000-13333, filed on June 30, 2000.)

   2.2b          Amendment dated September 29, 2000, of the Asset Purchase
                 Agreement dated June 21, 2000, by and among Multimedia
                 Acquisition Corp., as Buyer, and Enstar Income Program 1984-1,
                 L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth
                 Program Six-A, L.P., Enstar VII, Enstar VIII and Enstar X,
                 Ltd., as Sellers. (Incorporated by reference to the exhibits
                 to the Registrant's Quarterly Report on Form 10-Q, File No.
                 000-17687 for the quarter ended September 30, 2000.)

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

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


                                      E-1
<PAGE>


                                  EXHIBIT INDEX


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

    3            Third Amended and Restated Agreement of Limited Partnership of
                 Enstar Income/Growth Program Six-A, L.P., as of December 23,
                 1988. (Incorporated by reference to the exhibits to the
                 Registrant's Annual Report on Form 10-K, File No. 000-17687 for
                 the fiscal year ended December 31, 1988.)

  10.1           Management Agreement between Enstar Income/Growth Program
                 Six-A, L.P. and Enstar Cable Corporation. (Incorporated by
                 reference to the exhibits to the Registrant's Annual Report on
                 Form 10-K, File No. 000-17687 for the fiscal year ended
                 December 31, 1988.)

  10.2           Management Services Agreement between Enstar Cable Corporation
                 and Falcon Communications, L.P. dated as of September 30, 1998
                 (Incorporated by reference to the exhibits to the Annual Report
                 on Form 10-K of Enstar Income Program II-1, L.P., File No.
                 000-14508 for the fiscal year ended December 31, 2001.)

  10.3           Service agreement between Enstar Communications Corporation,
                 Enstar Cable Corporation and Falcon Communications, L.P. dated
                 as of September 30, 1998 (Incorporated by reference to the
                 exhibits to the Annual Report on Form 10-K of Enstar Income
                 Program II-1, L.P., File No. 000-14508 for the fiscal year
                 ended December 31, 2001.)

  10.4           Consulting Agreement between Enstar Communications Corporation
                 and Falcon Communications, L.P. dated as of September 30, 1998
                 (Incorporated by reference to the exhibits to the Annual Report
                 on Form 10-K of Enstar Income Program II-1, L.P., File No.
                 000-14508 for the fiscal year ended December 31, 2001.)

**10.5           Franchise Ordinance No. 98-13 and related documents thereto
                 granting a non-exclusive community antenna television franchise
                 for the City of Salem, Illinois.

**10.6           Promissory Note dated September 1, 2001, between Enstar
                 Income/Growth Program Six-A, L.P. and Falcon Cable
                 Communications, L.L.C.

  21.1           Subsidiaries:  None.

**99.1           Letter responsive to Temporary Note 3T to Article 3 of
                 Regulation S-X.

**  Exhibits attached.


                                      E-2