<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


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


                                   FORM 10-Q

(Mark one)
X          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997


                                       OR


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

For the transaction period from                  to  
                                ----------------     -------------------------

Commission File Number 33-17174
                       --------

                     CENCOM CABLE INCOME PARTNERS II, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                          43-1456575
-------------------------------                              ----------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

12444 Powerscourt Drive - Suite 400
St. Louis, Missouri                                          63131
---------------------------------------                      -----
(Address of Principal Executive Offices)                     (Zip Code)

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


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  
                                              ---   ---






<PAGE>   2
                     CENCOM CABLE INCOME PARTNERS II, L.P.


                FORM 10-Q - FOR THE QUARTER ENDED JUNE 30, 1997


                                     INDEX


<TABLE>
<CAPTION>
                                                                                                  Page
<S>                                                                                               <C>
Part I.  Financial Information

        Item 1.  Financial Statements
                 a. Balance Sheets - June 30, 1997 and December 31, 1996                            3 
                 b. Statements of Operations - Three Months Ended June 30, 1997 and 1996            4 
                 c. Statements of Operations - Six Months Ended June 30, 1997 and 1996              5
                 d. Statement of Partners' Capital (Deficit) - Six Months Ended
                    June 30, 1997                                                                   6
                 e. Statements of Cash flows - Six Months Ended June 30, 1997 and 1996              7
                 f. Notes to Financial Statements                                                   8

        Item 2.  Management's Discussion and Analysis of Financial Condition and
                 Results of Operations                                                             11

Part II. Other Information

        Item 1.  Legal Proceedings                                                                 17
        
        Item 2.  Change in Securities - None                                                        -

        Item 3.  Defaults upon Senior Securities - None                                             -

        Item 4.  Submission of Matters to a Vote of Security Holders                               17

        Item 5.  Other Information - None                                                           -

        Item 6.  Exhibits and Reports on Form 8-K                                                  18

        Signature Page                                                                             19

</TABLE>





                                     Page 2

<PAGE>   3

                     CENCOM CABLE INCOME PARTNERS II, L.P.

                                 BALANCE SHEETS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                              June 30,       December 31,
                                                                                1997             1996                        
                                                                             ----------      -----------      
<S>                                                                         <C>             <C>
                                                ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                                  $   356,252     $    531,285
 Accounts receivable, net                                                        54,490          222,708
 Prepaid expenses and other                                                      56,542           78,705         
                                                                            -----------     ------------      
            Total current assets                                                467,284          832,698

PROPERTY, PLANT AND EQUIPMENT, net                                            3,123,966       18,938,808
INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP                              2,631,853              ---
FRANCHISE COSTS, net of accumulated amortization of $1,251,222 and
 $22,383,464, respectively                                                       45,145          724,004

DEBT ISSUANCE COSTS, net of accumulated amortization of $3,955 and
 $-0-, respectively                                                             261,045          350,000

RESTRICTED FUNDS HELD IN ESCROW                                                 750,000              ---            
                                                                            -----------     ------------ 
                                                                            $ 7,279,293     $ 20,845,510
                                                                            ===========     ============ 

                           LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
 Current maturities of long-term debt                                       $       ---     $ 36,700,000
 Accounts payable and accrued expenses                                        1,001,304        2,397,674
 Income taxes withheld on behalf of Limited Partners                          2,408,798              ---
 Payables to General Partner and affiliate                                    4,363,374        3,532,580
 Subscriber deposits                                                             12,217           18,460         
                                                                            -----------     ------------
            Total current liabilities                                         7,785,693       42,648,714     
                                                                            -----------     ------------

LONG-TERM DEBT                                                                5,800,000              ---            
                                                                            -----------     ------------
DEFERRED REVENUE                                                                 19,860           24,803         
                                                                            -----------     ------------
PARTNERS' CAPITAL (DEFICIT):                                       
 General Partner                                                                    ---       (2,828,374)      
 Limited Partners (250,000 units authorized; 90,915 units issued and                                              
   outstanding)                                                              (5,867,093)     (18,540,466)     
 Note receivable from General Partner                                          (459,167)        (459,167)        
                                                                            -----------     ------------ 
            Total Partners' capital (deficit)                                (6,326,260)     (21,828,007)     
                                                                            -----------     ------------ 
                                                                            $ 7,279,293     $ 20,845,510     
                                                                            ===========     ============          
</TABLE>
      The accompanying notes are an integral part of these balance sheets.





                                     Page 3
<PAGE>   4

                     CENCOM CABLE INCOME PARTNERS II, L.P.


                            STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                                 1997              1996    
                                                                              -----------       -----------    
<S>                                                                          <C>                <C>
SERVICE REVENUES                                                             $  1,686,605       $ 4,550,665    
                                                                             ------------       -----------    
OPERATING EXPENSES:
 Operating, general and administrative                                          1,057,220         2,565,284
 Depreciation and amortization                                                    357,599         1,470,726
 Liquidation costs                                                                122,784           200,000       
                                                                             ------------       -----------    
                                                                                1,537,603         4,236,010     
                                                                             ------------       -----------   
            Income from operations                                                149,002           314,655       
                                                                             ------------       -----------    
OTHER INCOME (EXPENSE):
 Interest income                                                                  155,857            14,706
 Interest expense                                                                (256,825)         (768,292)
 Equity in income of unconsolidated limited partnership (See Note 2)            8,131,853            ---
 Gain on sale of cable television systems                                      23,662,873            ---     
                                                                             ------------       -----------     
                                                                               31,693,758          (753,586)     
                                                                             ------------       -----------     
            Net income (loss)                                                $ 31,842,760       $  (438,931)
                                                                             ============       ===========

NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT                               $     337.12       $     (4.78)
                                                                             ============       ===========   
AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING                            90,915            90,915  
                                                                             ============       ===========
</TABLE>



        The accompanying notes are an integral part of these statements.





                                     Page 4
<PAGE>   5

                     CENCOM CABLE INCOME PARTNERS II, L.P.


                            STATEMENTS OF OPERATIONS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                    1997             1996    
                                                                               -------------    --------------
<S>                                                                            <C>              <C>
SERVICE REVENUES                                                               $   6,309,583    $    8,911,886    
                                                                               -------------    --------------
OPERATING EXPENSES:
 Operating, general and administrative                                             3,657,406         5,086,562
 Depreciation and amortization                                                     1,729,842         2,852,503
 Liquidation costs                                                                   326,469           209,198       
                                                                               -------------    --------------
                                                                                   5,713,717         8,148,263     
                                                                               -------------    --------------
            Income from operations                                                   595,866           763,623       
                                                                               -------------    --------------
OTHER INCOME (EXPENSE):
 Interest income                                                                     167,711            22,091
 Interest expense                                                                 (1,076,666)       (1,471,708)
 Equity in income of unconsolidated limited partnership (see Note 2)               8,131,853            ---
 Gain on sale of cable television systems                                         36,230,293            ---     
                                                                               -------------    --------------
                                                                                  43,453,191        (1,449,617)   
                                                                               -------------    --------------
            Net income (loss)                                                  $  44,049,057    $     (685,994)
                                                                               =============    ==============

NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT                                 $      453.40    $        (7.47)
                                                                               =============    ==============
AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING                               90,915            90,915  
                                                                               =============    ==============
</TABLE>



        The accompanying notes are an integral part of these statements.





                                     Page 5
<PAGE>   6
                     CENCOM CABLE INCOME PARTNERS II, L.P.


                    STATEMENT OF PARTNERS' CAPITAL (DEFICIT)

                     FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Note
                                                                                           Receivable
                                                                                             From
                                                         General          Limited           General
                                                         Partner          Partners          Partner            Total    
                                                      -------------     -------------      ----------      --------------     
<S>                                                   <C>               <C>                <C>             <C>                
BALANCE, December 31, 1996                            $  (2,828,374)    $ (18,540,466)     $ (459,167)     $  (21,828,007)    
                                                                                                                              
 Net income                                               2,828,374        41,220,683             ---          44,049,057
 Distributions                                                  ---       (28,547,310)            ---         (28,547,310)    
                                                      -------------     -------------      ----------      --------------     
BALANCE, June 30, 1997                                $         ---     $  (5,867,093)     $ (459,167)     $   (6,326,260)    
                                                      =============     =============      ==========      ==============     
</TABLE>





         The accompanying notes are an integral part of this statement.




                                     Page 6
<PAGE>   7

                     CENCOM CABLE INCOME PARTNERS II, L.P.

                            STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                            1997           1996  
                                                                                        ------------    -----------
<S>                                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                      $ 44,049,057    $  (685,994)

 Adjustments to reconcile net income (loss) to net cash provided by operating
   activities-
     Depreciation and amortization                                                         1,729,842      2,852,503
     Amortization of debt issuance costs                                                     353,955            ---
     Equity in income of unconsolidated limited partnership                               (8,131,853)           ---
     Gain on sales of cable television systems                                           (36,230,293)           ---
     Changes in assets and liabilities, net of effects from sales of cable television
      systems
        Accounts receivable, net                                                            (163,617)       (20,365)
        Prepaid expenses and other                                                           (56,505)       (99,507)
        Accounts payable and accrued expenses                                               (664,886)      (168,765)
        Accrued income taxes withheld on behalf of Limited Partners                        2,408,798            ---
        Payables to General Partner and affiliates                                           830,794        458,354
        Subscriber deposits                                                                     (550)        (1,370)
        Deferred revenue                                                                      (1,437)        (1,551)     
                                                                                        ------------    -----------
                Net cash provided by operating activities                                  4,123,305      2,333,305   
                                                                                        ------------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to property and equipment, net                                                   (813,250)    (1,007,223)
 Proceeds from sales of cable television systems, net of cash sold                        51,477,222            ---
 Restricted funds held in escrow                                                            (750,000)           ---
 Distributions from investment in unconsolidated limited partnership                       5,500,000            ---    
                                                                                        ------------    -----------
                Net cash provided by (used in) investing activities                       55,413,972     (1,007,223) 
                                                                                        ------------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash distributions to Limited Partners                                                  (26,138,512)           ---
 Income taxes withheld related to distribution                                            (2,408,798)           ---
 Repayments on revolving line of credit                                                  (36,700,000)    (1,500,000)
 Borrowings on credit agreement                                                            5,800,000            ---
 Debt issuance costs                                                                        (265,000)           ---    
                                                                                        ------------    -----------
                Net cash used in financing activities                                    (59,712,310)    (1,500,000)
                                                                                        ------------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                   (175,033)      (173,918)

CASH AND CASH EQUIVALENTS, beginning of period                                               531,285        935,858     
                                                                                        ------------    -----------
CASH AND CASH EQUIVALENTS, end of period                                                $    356,252    $   761,940
                                                                                        ============    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.





                                     Page 7
<PAGE>   8


                     CENCOM CABLE INCOME PARTNERS II, L.P.

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

1. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:

The financial statements of Cencom Cable Income Partners II, L.P. (the
"Partnership" or "CCIP II") as of June 30, 1997 and 1996, are unaudited;
however, in the opinion of management, such statements include all adjustments
necessary for a fair presentation of the results for the periods presented.
The interim financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Partnership's Form 10-K
for the year ended December 31, 1996.  Interim results are not necessarily
indicative of results for a full year.

2. INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP:

The Partnership owns Limited Partnership units of Cencom Partners, L.P.
("CPLP") which provide the Partnership an 84.03% ownership interest in CPLP.
The Partnership owns only limited partnership units and does not exercise
significant influence over CPLP's operations; therefore, its investment in CPLP
is accounted for using the equity method.  For the period ended June 30, 1997,
the Partnership recorded a gain from its investment in CPLP totaling
approximately $8,132,000, net of previously unrecorded losses of approximately
$15,875,000.  Also during the current period the Partnership received a cash
distribution from CPLP in the amount of $5,500,000.

Summary financial information for the operating results of CPLP, which are not
consolidated with the operating results of the Partnership, are as follows:

<TABLE>
<CAPTION>
                                                       For the Three    For the Three   For the Six     For the Six
                                                       Months Ended     Months Ended    Months Ended    Months Ended
                                                       June 30, 1997    June 30, 1996   June 30, 1997   June 30, 1996
                                                       -------------    -------------   -------------   -------------
       <S>                                              <C>             <C>             <C>             <C>
       Service revenues                                 $    884,834    $  3,398,275    $  4,454,198    $  6,726,575 
                                                        ============    ============    ============    ============
       Income (loss) from operations                    $   (165,291)   $   (355,346)   $ (1,329,682)   $   (681,874)
                                                        ============    ============    ============    ============
       Gain on sale of cable television systems         $ 32,614,346    $        ---    $ 32,614,346    $        ---
                                                        ============    ============    ============    ============
       Net income (loss)                                $ 32,449,055    $ (1,029,217)   $ 31,284,664    $ (2,029,866)
                                                        ============    ============    ============    ============
</TABLE>

3.  LIQUIDATION:

The General Partner distributed a disclosure statement to the Limited Partners
on March 6, 1997, which described various transactions and requested consent
for certain proposed sales of cable television systems by the Partnership and
CPLP to affiliates of the General Partner.  A majority of the Limited Partners
gave their consent for the sale of certain cable television systems to
affiliates of the General Partner.  Following receipt of the Limited Partners'
consent, the Partnership and CPLP consummated the transactions with the
affiliates of the General Partner, in accordance with the disclosure statement.

On March 31, 1997, the Partnership consummated the sale of certain of the cable
television systems located in Texas in two separate asset sale transactions
with unaffiliated third parties.  The sales price was approximately
$15,255,000, after initial closing adjustments, for the sale of approximately
10,400 basic subscribers, in the aggregate.  Pursuant to the asset sale
transactions with the unaffiliated third parties, the aggregate amount of
$750,000 was deposited into indemnification escrow accounts.  These funds will
be released to the Partnership upon mutual satisfaction of the seller's
representations and warranties related to the assets that were sold.





                                     Page 8
<PAGE>   9

Proceeds from the sales of the Texas systems on March 31, 1997 and the South
Carolina systems on April 7, 1997 were used to reduce to zero the balance of
outstanding indebtedness, with the remaining funds of approximately $14.0
million placed in short-term investments.

Proceeds from the sale of certain of the cable television systems owned by CPLP
on April 7, 1997 to affiliates of the General Partner enabled CPLP to reduce
the balance of its outstanding indebtedness to zero and retire its special
limited partnership interests, with the remaining funds of approximately $6.6
million placed in short-term investments.  During May 1997, CPLP distributed
$5.5 million to the Partnership.

The Partnership utilized its short-term investments, the distribution received
from CPLP and funds available under its  new credit facility (see Note 6) for
the purpose of making a distribution to the Limited Partners.  During June
1997, the Partnership made a distribution of $314 per Unit, net of $2.4 million
withheld for state income taxes, to the Limited Partners, for a total net
distribution of approximately $26.1 million.  No distribution was made by the
Partnership to the General Partner.

Bids submitted to date with respect to the Northeast Missouri systems and the
remainder of the Texas systems were considered too low relative to the
appraised fair market values of such systems established pursuant to appraisal
process.  Thus, these bids have not been accepted by the General Partner.  The
General Partner continues to seek potential purchasers for these remaining
systems.

Upon dissolution, the General Partner or other liquidating agent is required to
liquidate partnership assets and to distribute all available proceeds as soon
as practicable after their receipt by the Partnership.  After payment of the
Partnership's liabilities, these sales proceeds will be distributed as set
forth in the Partnership Agreement.

Upon finalization of a complete plan of liquidation and the determination of
net proceeds (in accordance with that prescribed in the Partnership Agreement)
from sales of all assets, the Partnership will change its basis of accounting
from the going-concern basis to the liquidation basis.  Under the liquidation
basis of accounting, assets are recorded at their estimated realizable values
and liabilities are recorded at their estimated settlement amounts.

4. PARTNER ALLOCATIONS

In accordance with the Partnership Agreement, net income including equity in
income of unconsolidated limited partnership and excluding gain on sale of
cable television systems shall be allocated to those partners with negative
capital balances in proportion to such negative balances until the negative
balances are restored to zero.  Gains attributed to the sale or disposition of
assets sold shall be allocated to those partners  with negative capital account
balances, after giving effect to the net income for the current year, in
proportion to such negative balances until the negative balances are restored
to zero.  After the partners' capital accounts have been restored to zero,
gains on sale of cable television systems are allocated to the Limited Partners
until they receive an amount equal to cash distributions received with respect
to the 11% Preferred Return in excess of net profits previously allocated
reduced by certain previously allocated gains.  Next, gains are allocated to
the Limited Partners until the sum of all allocated net profits (other than
certain previously allocated gains) equals their unpaid 11% Preferred Return.

5. LITIGATION

 On April 15, 1997, a petition was filed, and on June 19, 1997, an amended
petition was filed by certain of the limited partners of the Partnership
against Cencom Properties II, Inc., the general partner of the Partnership,
Cencom Partners Inc., the general partner of CPLP,  the brokerage firms
involved in the original sale of the limited partnership units and Cencom Cable
Entertainment, Inc. ("Cencom Cable").  Cencom Cable provided management
services to both the Partnership and CPLP and also owned all of the stock of
the general partners of each of these partnerships prior to mid-1994.  The
plaintiffs allege that the defendants breached fiduciary duties, committed
fraud





                                     Page 9
<PAGE>   10

and made various misrepresentations in the marketing and sale of CCIP II
limited partnership units and in the management of CCIP II.  The plaintiffs
seek recovery of the consideration paid for their partnership units,
restitution of all profits  received by the defendants in connection with the
management of the Partnership and punitive damages.

On June 10, 1997, a purported class action was filed in Delaware Chancery Court
under the name Wallace, Matthews, Lerner and Roberts v. Wood et al, Case No.
15731, on behalf of the limited partners of the Partnership against Cencom
Properties II,0 Inc., Cencom Cable, Charter Communications, Inc., the parent of
Cencom Partners, Inc. and Cencom Partners II, Inc., certain other affiliates of
Charter, certain individuals, including officers of Charter or Cencom
Properties II, Inc. and certain other unaffiliated parties.  The plaintiffs
allege that the defendants breached fiduciary duties and the terms of the CCIP
II partnership agreement in connection with the investment in CPLP, the
management of CCIP II assets and the sale of certain Partnership assets.  The
damages claimed by the plaintiffs are as yet unspecified.

All affiliated entities named above in these two lawsuits believe that they
have meritorious defenses in both actions, including defenses based on
applicable statutes of limitations, and intend to defend the actions
vigorously.

6. LONG-TERM DEBT

On May 23, 1997,  the Partnership terminated its existing secured revolving
line of credit agreement for $65.0  million and entered into a credit agreement
(the "Credit Agreement") with a bank for borrowings up to $8,500,000.  The
Credit Agreement also provides for borrowings up to $7,500,000 by CPLP, with
each partnership held jointly and severally liable in the event of default.  At
June 30, 1997, CCIP II had $5,800,000 of indebtedness outstanding under the
Credit Agreement and CPLP had $-0- of indebtedness outstanding under the Credit
Agreement.  The debt bears interest at rates, at the Partnership's option,
based on the higher of the prime rate of the Canadian Imperial Bank of Commerce
(the agent bank) or the Federal Funds Rate plus  1/2 of 1%, or LIBOR plus
applicable margins based upon the Partnership's leverage ratio at the time of
the borrowings.  At June 30, 1997, the interest rate on this outstanding
indebtedness was 9.25%.  The weighted average interest rate and borrowings by
CCIP II for the period from May 23, 1997 to June 30, 1997 related to the Credit
Agreement w s 9.25% and $1,436,842, respectively.  As this debt instrument
bears interest at current market rates, its carrying amount approximates fair
market value at June 30, 1997.

Borrowings under the Credit Agreement are subject to certain financial and
nonfinancial covenants and restrictions, the most restrictive of which requires
the maintenance of a ratio of total debt to annualized operating cash flow of
4.00 to 1.00 at June 30, 1997.  A quarterly commitment fee of 0.375% per annum
is payable on the unused portion of the Credit Agreement.  Commencing March 31,
1999, and at the end of each calendar quarter thereafter, the borrowing
capacity shall be reduced by $800,000.  Quarterly reductions will continue
until March 31, 2002, at which time the borrowing capacity shall be reduced by
$1,600,000, quarterly until December 31, 2002.

7. RELATED PARTY

Payables to General Partner and affiliates were approximately $4.4 million at
June 30, 1997 and approximately $3.5 million at December 31, 1996.  At December
31, 1996, the payable to General Partner consisted of deferred management fees,
of which approximately $2.3 million was deferred under the terms of the
Partnership Agreement and approximately $1.2 million was deferred under the
terms of the credit facility.  At June 30, 1997, the payables to General
Partner and affiliates consisted primarily of deferred management fees, with
approximately $2.5 million deferred under the terms of the Partnership
Agreement and approximately $1.4 million voluntarily deferred by the General
Partner.  In addition, at June 30, 1997, payables to General Partner and
affiliates included $500,000 payable to CPLP, proceeds of which were used to
reduce bank indebtedness.





                                    Page 10
<PAGE>   11
CENCOM CABLE INCOME PARTNERS II, L.P.

Item 2:  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations
The following table sets forth the approximate number of subscribers of the
Partnership as of the dates indicated.

<TABLE>
<CAPTION>
                                          June 30,         December 31,        June 30,
                                            1997              1996               1996  
                                          --------         ------------        --------
<S>                                        <C>               <C>               <C>
     Basic Subscribers:
       Texas systems                       11,600            21,900            22,400
       South Carolina systems                 N/A            20,800            20,700
       Northeast Missouri systems           1,900             2,000             2,100    
                                           ------            ------            ------
                                           13,500            44,700            45,200
                                           ======            ======            ======
     Premium Subscriptions:                                
       Texas systems                        4,500             7,600             7,900
       South Carolina systems                 N/A            10,400            10,900
       Northeast Missouri systems             800               900               900      
                                           ------            ------            ------
                                            5,300            18,900            19,700
                                           ======            ======            ======
</TABLE>

The following table sets forth certain items in dollars and as a percentage of 
total revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                           For the Three Months
                                                                               Ended June 30
                                                                               -------------
                                                                                (Unaudited)
                                                                   1997                           1996
                                                        --------------------------      -------------------------
                                                                             % of                          % of  
                                                           Amount          Revenue         Amount         Revenue
                                                        -----------        -------      -----------       -------
<S>                                                     <C>                <C>          <C>               <C>
     Service Revenues                                   $ 1,686,605          100.0%     $ 4,550,665         100.0% 
                                                        -----------        -------      -----------       -------
     Operating Expenses:                                                   
          Operating, General and Administrative           1,057,220           62.7        2,565,284          56.4
          Depreciation and Amortization                     357,599           21.2        1,470,726          32.3
          Liquidation Costs                                 122,784            7.3          200,000           4.4
                                                        -----------        -------      -----------       -------
                                                          1,537,603           91.2        4,236,010          93.1 
                                                        -----------        -------      -----------       -------
     Income from Operations                                 149,002            8.8          314,655           6.9 
                                                        -----------        -------      -----------       -------
     Other Income (Expense):                                               
          Interest Income                                   155,857            9.2           14,706            .3
          Interest Expense                                 (256,825)         (15.2)        (768,292)        (16.9)
          Equity in Income of Unconsolidated                               
             Limited Partnership                          8,131,853          482.1              ---           ---
          Gain on Sales of Cable Television                                                              
             Systems                                     23,662,873        1,403.1              ---           ---     
                                                        -----------        -------      -----------       -------
                                                         31,693,758        1,879.2         (753,586)        (16.6) 
                                                        -----------        -------      -----------       -------
     Net Income (Loss)                                  $31,842,760        1,888.0      $  (438,931)         (9.7) 
                                                        ===========        =======      ===========       =======
</TABLE>





                                    Page 11
<PAGE>   12

The following table sets forth certain items in dollars and as a percentage of
total revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                            For the Six Months
                                                                               Ended June 30
                                                                               -------------
                                                                                (Unaudited)
                                                                   1997                           1996
                                                        --------------------------      -------------------------
                                                                             % of                          % of  
                                                           Amount          Revenue         Amount         Revenue
                                                        -----------        -------      -----------       -------
<S>                                                     <C>                <C>          <C>               <C>
     Service Revenues                                   $ 6,309,583          100.0%     $ 8,911,886         100.0% 
                                                        -----------        -------      -----------       -------
     Operating Expenses:
          Operating, General and Administrative           3,657,406           58.0        5,086,562          57.1
          Depreciation and Amortization                   1,729,842           27.4        2,852,503          32.0
          Liquidation Costs                                 326,469            5.2          209,198           2.3
                                                        -----------        -------      -----------       -------
                                                          5,713,717           90.6        8,148,263          91.4 
                                                        -----------        -------      -----------       -------
     Income from Operations                                 595,866            9.4          763,623           8.6 
                                                        -----------        -------      -----------       -------
     Other Income (Expense):
          Interest Income                                   167,711            2.7           22,091            .2
          Interest Expense                               (1,076,666)         (17.1)      (1,471,708)        (16.5)
          Equity in Income of Unconsolidated 
             Limited Partnership                          8,131,853          128.9              ---           ---
          Gain on Sales of Cable Television 
             Systems                                     36,230,293          574.2              ---           ---     
                                                        -----------        -------      -----------       -------
                                                         43,453,191          688.7       (1,449,617)        (16.3) 
                                                        -----------        -------      -----------       -------
     Net Income (Loss)                                  $44,049,057          698.1      $  (685,994)         (7.7) 
                                                        ===========        =======      ===========       =======
</TABLE>

Service Revenues

The Partnership earns substantially all of its revenues from monthly
subscription fees for basic tier, expanded tier, premium channels, equipment
rental and ancillary services provided by its cable television systems.
Service revenues decreased by 62.9% and 29.2% for the three and six months
ended June 30, 1997, respectively, when compared to the similar periods of
1996.  These decreases are due to the sale of certain of the Texas systems on
March 31, 1997, (the "Texas Sales") and the sale of the South Carolina systems
on April 7, 1997, (the "South Carolina Sale") (collectively the "System
Sales").

Basic subscribers of the Partnership at June 30, 1997 were approximately
13,500, which represents a decrease of 70.0% versus December 31, 1996 as a
result of the System Sales.  Basic subscribers in the Northeast Missouri
systems and the Texas systems that were not sold on March 31, 1997
(collectively the "Remaining Systems") have decreased 0.7% from approximately
13,600 subscribers at December 31, 1996.

Premium service subscriptions decreased 72.0% from 18,900 subscriptions at
December 31, 1996 to 5,300 subscriptions at June 30, 1997.  This decrease is
primarily due to the System Sales.  Premium subscriptions for the Remaining
Systems decreased 1.9% from approximately 5,400 subscriptions at December 31,
1996.





                                                            
                                    Page 12
<PAGE>   13

Operating Expenses

Operating, general and administrative expenses of the Partnership decreased by
$1,508,000 and $1,429,000, or 58.8% and 28.1%, respectively, for the three and
six months ended June 30, 1997 versus the similar periods of 1996.  These
decreases are primarily the result of the Partnership serving fewer subscribers
as a result of the System Sales.

Depreciation and amortization expense decreased by $1,113,000 and $1,123,000,
or 75.7% and 39.4%, respectively, for the three and six months ended June 30,
1997 versus the similar periods of 1996.  These decreases are related to the
smaller base of depreciable and amortizable assets as a result of the System
Sales.

Liquidation costs of $123,000 and $326,000 were incurred by the Partnership for
the three and six months ended June 30, 1997, related to System Sales.  These
costs consisted primarily of legal fees.

Other Income and Expenses

Interest income was $156,000 and $168,000 for the three and six months ended
June 30, 1997.  Interest income was primarily generated by the Partnership
during the period following the System Sales when approximately $14.0 million
was invested in short-term commercial paper.  These investments were sold in
order to make the distribution to the Limited Partners in June 1997.

Interest expense was $257,000 and $1,077,000 for the three and six months ended
June 30, 1997, which was a decrease of 66.6% and 26.8% versus the similar
periods of 1996.  These decreases are primarily the result of lower average
outstanding indebtedness of the Partnership during 1997 as a result of
utilizing proceeds from the System Sales to reduce debt balances.

Equity in income of unconsolidated limited partnership relates to the gain
recorded by the Partnership for its share of the net income recorded by Cencom
Partners, L.P., primarily due to its gain on the sale of cable television
systems.

Gain on sale of cable television systems by the Partnership is the result of
the sale of certain of the Texas systems on March 31, 1997 and from the sale of
the South Carolina system on April 7, 1997.  The gain is net of brokerage fees
of approximately $403,000.

Net Income

Net income was $31.8 million and $44.0 million for the three and six months
ended June 30, 1997, versus net losses of $0.4 million and $0.7 million for the
three and six months ended June 30, 1996, respectively.  The primary reasons
for the change are the gains on sales of cable television systems and the
equity in income of unconsolidated limited partnership during 1997.





                                    Page 13
<PAGE>   14

Liquidity and Capital Resources

The Registrant has historically been able to meet capital needs through
borrowings under credit facilities and from cash generated by operations.  The
Registrant anticipates that cash generated from operations and available credit
should be adequate for future foreseeable capital requirements over the
remaining life of the Partnership.

Prior to May 23, 1997, the Partnership had maintained for a secured revolving
line of credit with a consortium of banks for borrowings up to a maximum of
$65.0 million.  Outstanding borrowings under this credit facility were
$36,700,000 at December 31, 1996, which was reduced to $21,718,122 at March 31,
1997 from the proceeds of the sale of certain of the Texas systems.
Outstanding indebtedness was reduced to zero on April 7, 1997 from the proceeds
of the sale of the South Carolina system.

On May 23, 1997,  the Partnership terminated its existing secured revolving
line of credit agreement for $65.0  million and entered into a credit agreement
(the "Credit Agreement") with a bank for borrowings up to $8,500,000.  The
Credit Agreement also provides for borrowings up to $7,500,000 by CPLP, with
each partnership held jointly and severally liable in the event of default.  At
June 30, 1997, CCIP II had $5,800,000 of indebtedness outstanding under the
Credit Agreement and CPLP had $-0- of indebtedness outstanding under the Credit
Agreement.  The debt bears interest at rates, at the Partnership's option,
based on the prime rate of the Canadian Imperial Bank of Commerce (the agent
bank), or LIBOR plus applicable margins based upon the Partnership's leverage
ratio at the time of the borrowings.  At June 30, 1997, the interest rate on
this outstanding indebtedness was 9.25%.  The weighted average interest rate
and borrowings by CCIP II for the period from May 23, 1997 to June 30, 1997
related to the Credit Agreement was 9.25% and $1,436,842, respectively.  As
this debt instrument bears interest at current market rates, its carrying
amount approximates fair market value at June 30, 1997.

Borrowings under the Credit Agreement are subject to certain financial and
nonfinancial covenants and restrictions, the most restrictive of which requires
the maintenance of a ratio of total debt to annualized operating cash flow of
4.00 to 1.00 at June 30, 1997.  A quarterly commitment fee of 0.375% per annum
is payable on the unused portion of the Credit Agreement.  Commencing March 31,
1999, and at the end of each calendar quarter thereafter, the total amount
outstanding (based upon available borrowings) shall be reduced by $800,000.
Quarterly payments will continue until March 31, 2002, at which time the total
outstanding (based upon available borrowings) shall be reduced by $1,600,000,
payable quarterly until December 31, 2002 or such time as the outstanding
indebtedness under the Credit Agreement is reduced to zero.

The Partnership made capital expenditures of approximately $813,000 during the
first six months of 1997, primarily related to subscriber installations and
improvements to the cable plant.

Payables to General Partner and affiliates were approximately $4.4 million at
June 30, 1997 and approximately $3.5 million at December 31, 1996.  At December
31, 1996, the payable to General Partner consisted of deferred management fees,
of which approximately $2.3 million was deferred under the terms of the
Partnership Agreement and approximately $1.2 million was deferred under the
terms of the credit facility.  At June 30, 1997, the payables to General
Partner and affiliates consisted primarily of deferred management fees, with
approximately $2.5 million deferred under the terms of the Partnership
Agreement and approximately $1.4 million voluntarily deferred by the General
Partner.  In addition, at June 30, 1997, payables to General Partner and
affiliates included $500,000 payable to CPLP, proceeds of which were used to
reduce bank indebtedness.

The Partnership Agreement provides for the dissolution of the Partnership to
have been initiated on or before December 31, 1995.  In accordance with the
Partnership Agreement, the General Partner began dissolution during 1995.  Two
independent appraisals were received, resulting in an appraised value of
$73,850,000 as of March 31, 1995 for the Partnership's cable systems (the
"Systems") (excluding its investment in CPLP).  The General Partner retained a
broker to market the Systems using an auction process and accepted bids with
respect to the South Carolina systems, and for the Cleveland, Jasper,
Woodville, Marlin, Madisonville and Buffalo systems, which constitute a portion
of the Texas systems, for an aggregate purchase price of $51,950,000.  The bid
for the South Carolina systems was submitted by an affiliate of the General
Partner.  In accordance with the Partnership Agreement, the sale of assets to
an affiliate of the General Partner is subject to an appraisal process,
requiring two





                                    Page 14
<PAGE>   15

independent appraisers to jointly determine the appraised value, and must be
approved by a majority of outstanding Limited Partner units.

Concurrent with the liquidation of the Partnership's Systems, CPLP is
liquidating its assets through sales of the CPLP Systems.  The liquidation is
being effected to satisfy the requirement by CPLP's senior bank lenders that
the CPLP credit facility be repaid in accordance with its terms.  The CPLP
liquidation was also commenced to facilitate the liquidation of the
Partnership, which requires the liquidation of all of the Partnership's assets,
including its entire ownership interest in CPLP.

To liquidate CPLP, the general partner engaged two independent appraisers, who
jointly reached a valuation of $60,900,000 for all of the CPLP Systems.
Thereafter, a broker was retained to market the CPLP Systems using an auction
process substantially identical to that employed for the Partnership's Systems.
As a result of the auction process, CPLP's general partner accepted bids by
affiliates of the General Partner for CPLP's South Carolina and North Carolina
Systems which served approximately 29,900 basic subscribers (82.5% of CPLP's
total basic subscribers) for an aggregate price of $52,450,000, subject to
written consent from the Limited Partners of the Registrant.  The bids
submitted for CPLP's Texas Systems were below the appraised fair market value
and have not been accepted by its general partner.  CPLP intends to continue to
operate its Texas Systems until an acceptable bid is received.

On March 31, 1997, the Partnership consummated the sale of certain of its cable
television systems located in Texas in two separate asset sale transactions
with unaffiliated third parties.  The sales price was approximately
$15,255,000, after initial closing adjustments, for the sale of approximately
10,400 basic subscribers, in the aggregate.  Pursuant to the asset sale
transactions with the unaffiliated third parties, the aggregate amount of
$750,000 was deposited into indemnification escrow accounts.  These funds will
be released to the Partnership upon mutual satisfaction of the seller's
representations and warranties related to the assets that were sold.

The General Partner distributed a disclosure statement to the Limited Partners
on March 6, 1997 which described the various transactions and requested consent
for certain proposed sales by the Partnership and CPLP to affiliates of the
General Partner.  On April 7, 1997, the last day of the voting period, a
majority of the Limited Partners gave their consent for the sale of certain
cable television systems to affiliates of the General Partner.  Following
receipt of the Limited Partners' consent, the Partnership and CPLP consummated
the transactions with the affiliates of the General Partner, in accordance with
the disclosure statement.

Proceeds from the sales of the Texas systems on March 31, 1997 and the South
Carolina systems on April 7, 1997 were used to reduce to zero the balance of
outstanding indebtedness, with the remaining funds of approximately $14.0
million placed in short-term investments.

Proceeds from the sale of certain of the cable television systems owned by CPLP
on April 7, 1997 to affiliates of the General Partner enabled CPLP to reduce to
zero the balance of its outstanding indebtedness and retire its special limited
partnership interests, with the remaining funds of approximately $6.6 million
placed in short-term investments.  During May 1997, CPLP distributed
approximately $5.5 million to the Partnership.

The Partnership utilized its short-term investments, the distribution that it
received from CPLP and funds available under its new credit facility (see Note
6 of the financial statements) for the purpose of generating a distribution to
the Limited Partners.  During June 1997, the Partnership made a distribution of
$314 per Unit, net of amounts withheld for state income taxes to the Limited
Partners, for a total net distribution of approximately $26.1 million.  No
distribution was made by the Partnership to the General Partner.

Bids submitted to date with respect to the Northeast Missouri systems and the
remainder of the Texas systems were considered to be too low relative to the
appraised fair market values of such systems established pursuant to the
appraisal process.  Thus, these bids have not been accepted by the General
Partner.  The General Partner continues to seek potential purchasers for these
remaining systems.





                                    Page 15
<PAGE>   16

Upon dissolution, the General Partner or other liquidating agent is required to
liquidate partnership assets and to distribute all available proceeds as soon
as practicable after their receipt by the Partnership.  After payment of the
Partnership's liabilities, these sales proceeds will be distributed as set
forth in the Partnership Agreement.

The Partnership does not maintain property and casualty insurance covering its
underground cable television distribution plant.  The General Partner believes
that the likelihood of any material damage to such distribution plant, due to
natural disasters or otherwise, is minimal and that damage to such distribution
plant at any individual location is unlikely to have a material adverse effect
on the Partnership.  The General Partner also believes that its decision not to
insure such distribution plant is consistent with standard practices in the
cable television industry.

The Partnership believes that it has generally complied with the provisions of
the 1992 Act regarding cable programming service rates.  However, some Systems
may be charging rates which are in excess of allowable rates and, accordingly,
may be subject to challenge by regulatory authorities; such challenge may
result in the Partnership being required to make refunds to subscribers.  The
amount of refunds, if any, which could be payable by the Partnership in the
event such Systems' rates are successfully challenged by regulatory authorities
is not currently estimable.  The Partnership has not reserved any amounts for
payment of such refunds as the General Partner does not believe that the
amounts of any such refunds would have a material adverse effect on the
financial position or results of the Partnership.





                                    Page 16
<PAGE>   17

Part II. Other Information

Item 1.  Legal Proceedings

On April 15, 1997, a petition was filed, and on June 19, 1997, an amended
petition was filed by certain of the limited partners of the Partnership
against Cencom Properties II, Inc., the general partner of the Partnership,
Cencom Partners Inc., the general partner of CPLP,  the brokerage firms
involved in the original sale of the limited partnership units and Cencom Cable
Entertainment, Inc. ("Cencom Cable").  Cencom Cable provided management
services to both the Partnership and CPLP and also owned all of the stock of
the general partners of each of these partnerships prior to mid-1994.  The
plaintiffs allege that the defendants breached fiduciary duties, committed
fraud and made various misrepresentations in the marketing and sale of CCIP II
limited partnership units and in the management of CCIP II.  The plaintiffs
seek recovery of the consideration paid for their partnership units,
restitution of all profits  received by the defendants in connection with the
management of the Partnership and punitive damages.

On June 10, 1997, a purported class action was filed in Delaware Chancery Court
under the name Wallace, Matthews, Lerner and Roberts v. Wood et al, Case No.
15731, on behalf of the limited partners of the Partnership against Cencom
Properties II, Inc., Cencom Cable, Charter Communications, Inc., the parent of
Cencom Partners, Inc. and Cencom Partners II, Inc., certain other affiliates of
Charter, certain individuals, including officers of Charter or Cencom
Properties II, Inc. and certain other unaffiliated parties.  The plaintiffs
allege that the defendants breached fiduciary duties and the terms of the CCIP
II partnership agreement in connection with the investment in CPLP, the
management of CCIP II assets and the sale of certain Partnership assets.  The
damages claimed by the plaintiffs are as yet unspecified.

All affiliated entities named above in these two lawsuits believe that they
have meritorious defenses in both actions, including defenses based on
applicable statutes of limitations, and intend to defend the actions
vigorously.

Item 2.  Change in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders

On March 6, 1997, the General Partner distributed to each holder of units of
limited partnership interest a Disclosure Statement for the purpose of
obtaining the consent of the holders of a majority of such units for the sale
of certain cable television systems to affiliates of the General Partner.  On
April 7, 1997, the General Partner was notified that holders of a majority of
units had given their consent for  the transactions with the affiliates of the
General Partner (49,194 votes for, which represented 54.1% of the 90,915 issued
and outstanding units; 1,478 votes against; 1,850 votes abstained).  The
transactions with the affiliates of the General Partner  were consummated on
April 7, 1997, as described in the Disclosure Statement following the receipt
of consent.

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

     A.  Exhibits
         10(y)  Credit Agreement dated as of May 23, 1997 among Cencom
                Cable Income Partners II, L.P. and Cencom Partners, L.P. as
                the Borrowers and Canadian Imperial Bank of Commerce as the
                Lender and Agent (the "Credit Agreement").

         27     Financial Data Schedule





                                    Page 17
<PAGE>   18

     B. Reports on Form 8-K

        On April 15, 1997, the Partnership filed a report on Form 8-K related to
the three separate sales of cable television systems between march 31, 1997 and
April 7, 1997, reported in Part I, Item 2 herein, as follows:

        a)  On March 31, 1997, the Partnership sold the cable television 
            systems serving jasper, Woodville and  Cleveland, Texas, to an
            unaffiliated third party for approximately $9,986,000.

        b)  On March 31, 1997, the Partnership sold the cable television 
            systems serving Marlin, Madisonville and Buffalo, Texas, to an
            unaffiliated third party for approximately $5,269,000.

        c)  On April 7, 1997, the Partnership sold the cable television systems
            serving Anderson County, South Carolina, to an affiliate of the
            General Partner for approximately $36,636,000.  The sale of these
            cable television systems was consummated following notification of
            approval by a majority of the Limited Partners for such transaction.

Pursuant to Article 3 of Regulation S-X, the Form 8-K filing included certain
unaudited pro forma financial information related to the three sale
transactions.






                                    Page 18
<PAGE>   19


                     CENCOM CABLE INCOME PARTNERS II, L.P.


                        FOR QUARTER ENDED JUNE 30, 1997


                                   SIGNATURES



Pursuant to the requirements 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.

                                        CENCOM CABLE INCOME PARTNERS II, L.P.

                                           By: Cencom Properties II, Inc.,
                                               its General Partner



                                           By: /s/ Jerald L. Kent
                                               --------------------------------
                                               Jerald L. Kent
                                               Executive Vice President and
                                               Chief Financial Officer



By:  /s/Jerald L. Kent                         August 13, 1997
     ---------------------------------
     Jerald L. Kent
     Executive Vice President and
     Chief Financial Officer


By:  /s/Ralph G. Kelly                         August 13, 1997
     ---------------------------------
     Ralph G. Kelly
     Treasurer





                                     Page 19