EXHIBIT 10.28

                        ENSTAR CABLE OF CUMBERLAND VALLEY
                        ---------------------------------

                        AMENDMENT NO. 3 TO LOAN AGREEMENT
                        ---------------------------------

     Reference is hereby made to that certain Enstar Cable of Cumberland  Valley
Loan  Agreement  dated as of  September  30, 1997,  between the parties  hereto,
("Loan  Agreement").  Capitalized  terms used herein and not  otherwise  defined
herein  shall  have  the  respective  meanings  ascribed  thereto  in  the  Loan
Agreement.

     The parties  hereto desire to amend Section 2.1.1 of the Loan  Agreement to
change the "Maximum Amount of Credit" under and as defined thereunder.

     Accordingly, the parties agree as follows:

     1. Section  2.1.1 of the Loan  Agreement is hereby  amended by changing the
amount therein set forth as the Maximum Amount of Credit to $1,000,000.

     2. General.  The Loan  Agreement as amended  hereby is hereby  confirmed as
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being in full force and effect.




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     IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 3
to Loan Agreement to be signed by its duly authorized  officer and/or partner as
of this 10th day of April, 2000.

                                  ENSTAR CABLE OF CUMBERLAND VALLEY.,
                                  a Georgia limited partnership

                                  By:      ENSTAR COMMUNICATIONS
                                           CORPORATION,
                                           its general partner



                                           By:/s/  Eloise A. Engman
                                              ---------------------
                                                   Eloise A. Engman
                                           Title:  Vice President
                                                   ----------------

                                  ENSTAR CABLE OF CUMBERLAND VALLEY,
                                  a Georgia general partnership

                                  By:      ENSTAR COMMUNICATIONS
                                           CORPORATION,
                                           a General Partner



                                           By:/s/  Eloise A. Engman
                                              ---------------------
                                                   Eloise A. Engman
                                           Title:  Vice President
                                                   ----------------



                                  By:      ENSTAR INCOME/GROWTH PROGRAM
                                           FIVE-A, L.P., a Georgia limited
                                           partnership, a General Partner

                                           By:     ENSTAR COMMUNICATIONS
                                                   CORPORATION,
                                                   its general partner



                                           By:/s/  Eloise A. Engman
                                              ---------------------
                                                   Eloise A. Engman
                                           Title:  Vice President
                                                   ----------------



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<PAGE>
                                  By:      ENSTAR INCOME/GROWTH PROGRAM
                                           FIVE-B, L.P., a Georgia limited
                                           partnership, a General Partner

                                           By:     ENSTAR COMMUNICATIONS
                                                   CORPORATION,
                                                   its general partner



                                           By:/s/  Eloise A. Engman
                                              ---------------------
                                                   Eloise A. Engman
                                           Title:  Vice President
                                                   ----------------





The foregoing is hereby accepted:

ENSTAR FINANCE COMPANY, LLC

By:      ENSTAR COMMUNICATIONS CORPORATION,
         its Manager



         By:/s/  Eloise A. Engman
            ---------------------
                 Eloise A. Engman
                 Title:  Vice President
                         --------------


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                                     Consent
                                     -------

     In accordance  with the  provisions of Section 7.18 of that certain  Credit
Agreement  dated as of September 30, 1997, as amended by the First  Amendment to
Credit Agreement dated as of November 12, 1999, the undersigned  hereby consents
to Amendment No. 2 to Loan  Agreement  dated as of April 10, 2000 between Enstar
Finance Company, LLC and Enstar Cable of Cumberland Valley. Said Amendment No. 3
is attached hereto as Exhibit A.



                     PARIBAS



                     By:/s/  Darlynn Ernst Kitcher         /s/  Thomas G. Brandt
                        --------------------------------------------------------
                             Darlynn Ernst Kitcher             Thomas G. Brandt
                     Title:  Vice President                    Managing Director
                             ---------------------------------------------------