<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 MARCH 31, 1999


                                       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 0-21309
                       -------

                      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 100
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 MARCH 31, 1999


                                      INDEX

<TABLE>
<CAPTION>

                                                                                                   Page
                                                                                                   ----
Part I.  Financial Information
<S>                                                                                                <C>      
         Item 1. Financial Statements
                 a. Balance Sheets - March 31, 1999 and December 31, 1998                             3
                 b. Statements of Operations - Three Months Ended March 31, 1999
                    and 1998                                                                          4
                 c. Statement of Partners' Deficit - Three Months Ended March
                    31, 1999                                                                          5
                 d. Statements of Cash flows - Three Months Ended March 31, 1999
                    and 1998                                                                          6
                 e. Notes to Financial Statements                                                     7

         Item 2. Management's Discussion and Analysis of Financial Condition and
                 Results of Operations                                                               10

Part II. Other Information

         Item 1. Legal Proceedings                                                                   15

         Item 2. Change in Securities                                                                15

         Item 3. Defaults upon Senior Securities                                                     15

         Item 4. Submission of Matters to a Vote of Security Holders                                 15

         Item 5. Other Information                                                                   16

         Item 6. Exhibits and Reports on Form 8-K                                                    16

         Signature Page                                                                              17

</TABLE>

                                     Page 2


<PAGE>   3


                      CENCOM CABLE INCOME PARTNERS II, L.P.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                              March 31,         December 31,
                                                                                                1999                1998
                                                                                              ----------       -------------
                                       ASSETS                                                 (Unaudited)
<S>                                                                                         <C>                <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                                  $   408,206        $   267,002
   Accounts receivable, net                                                                        55,516             52,409
   Prepaid expenses and other                                                                      54,275             30,844
                                                                                              -----------        -----------
           Total current assets                                                                   517,997            350,255

PROPERTY AND EQUIPMENT                                                                          4,325,317          4,156,583

FRANCHISE COSTS, net of accumulated amortization of $1,289,895 and
   $1,285,846, respectively                                                                         6,472             10,521

DEBT ISSUANCE COSTS, net of accumulated amortization of $95,578 and
   $82,545, respectively                                                                          195,500            208,533

INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP                                                3,370,154          3,171,808
                                                                                              -----------        -----------
                                                                                              $ 8,415,440        $ 7,897,700
                                                                                              ===========        ===========

                          LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                                      $   924,623        $ 1,310,831
   Payables to General Partner and affiliates                                                   6,512,283          6,291,552
   Subscriber deposits                                                                             10,312             10,527
                                                                                              -----------        -----------
           Total current liabilities                                                            7,447,218          7,612,910
                                                                                              -----------        -----------
DEFERRED REVENUE                                                                                   19,113             19,774
                                                                                              -----------        -----------
LONG TERM DEBT                                                                                  3,800,000          3,800,000
                                                                                              -----------        -----------
PARTNERS' DEFICIT:
   General Partner                                                                                     --                 --
   Limited Partners (250,000 units authorized; 90,915 units issued and 
     outstanding)                                                                              (2,391,724)        (3,075,817)
   Note receivable from General Partner                                                          (459,167)          (459,167)
                                                                                              -----------        -----------
           Total Partners' deficit                                                             (2,850,891)        (3,534,984)
                                                                                              -----------        -----------
                                                                                              $ 8,415,440        $ 7,897,700
                                                                                              ===========        ===========
</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 MARCH 31, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                       1999                1998
                                                                                   -----------         ------------
<S>                                                                               <C>                  <C>       
SERVICE REVENUES                                                                   $ 1,517,492          $ 1,495,818
                                                                                   -----------          -----------
OPERATING EXPENSES:
   Operating, general and administrative                                               749,627              768,214
   Depreciation and amortization                                                       111,509              111,716
    Management fees - related party                                                     75,875               74,783
                                                                                   -----------          -----------
                                                                                       937,011              954,713
                                                                                   -----------          -----------
           Income from operations                                                      580,481              541,105
                                                                                   -----------          -----------
OTHER INCOME (EXPENSE):
   Interest income                                                                       5,029                7,094
   Interest expense                                                                    (99,762)            (107,987)
   Equity in income of unconsolidated limited partnership (see Note 2)                 198,345              163,783
                                                                                   -----------          -----------
                                                                                       103,612               62,890
                                                                                   -----------          -----------
           Net income                                                              $   684,093          $   603,995
                                                                                   ===========          ===========
NET INCOME ALLOCATION TO PARTNERS' CAPITAL ACCOUNTS:
   General Partner                                                                 $        --          $        --
   Common Limited Partners                                                             684,093              603,995
                                                                                   -----------          -----------
                                                                                   $   684,093          $   603,995
                                                                                   ===========          ===========
NET INCOME PER LIMITED PARTNERSHIP UNIT                                            $      7.52          $      6.64
                                                                                   ===========          ===========
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.

                         STATEMENT OF PARTNERS' DEFICIT

                    FOR THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>

                                                                                        Note
                                                                                     Receivable
                                                                                        From
                                                    General            Limited         General
                                                    Partner            Partners        Partner           Total
                                                    -------            --------        -------           -----

<S>                                              <C>                <C>            <C>            <C> 
BALANCE, December 31, 1998                         $     ---          $ (3,075,817)   $(459,167)     $ (3,534,984)
                                                         
   Net income (unaudited)                                ---               684,093          ---           684,093
                                                   ---------          ------------    ----------     ------------
BALANCE, March 31, 1999 (unaudited)                $     ---          $ (2,391,724)   $(459,167)     $ (2,850,891)
                                                   =========          ============    =========      ============
</TABLE>























         The accompanying notes are an integral part of this statement.

                                     Page 5

<PAGE>   6


                      CENCOM CABLE INCOME PARTNERS II, L.P.

                            STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                   1999           1998
                                                                                              -----------       ---------
<S>                                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                  $ 684,093        $ 603,995
   Adjustments to reconcile net income to net cash provided by operating activities-
       Depreciation and amortization                                                             111,509          111,716
       Amortization of debt issuance costs                                                        13,033           13,034
       Equity in income of unconsolidated limited partnership                                   (198,345)        (163,783)
   Changes in assets and liabilities-
         Accounts receivable, net                                                                 (3,107)          15,870
         Prepaid expenses and other                                                              (23,432)          12,271
         Accounts payable and accrued expenses                                                  (386,208)        (124,688)
         Payables to General Partner and affiliates                                              220,731          173,350
         Subscriber deposits                                                                        (215)            (270)
         Deferred revenue                                                                           (661)             279
                                                                                               ---------        ---------
           Net cash provided by operating activities                                             417,398          641,774
                                                                                               ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                                                          (276,194)         (71,050)
                                                                                               ---------        ---------
           Net cash used in investing activities                                                (276,194)         (71,050)
                                                                                               ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on revolving line of credit                                                               --         (600,000)
                                                                                               ---------        ---------
           Net cash used in financing activities                                                      --         (600,000)
                                                                                               ---------        ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                        141,204          (29,276)

CASH AND CASH EQUIVALENTS, beginning of period                                                   267,002          220,104
                                                                                               ---------        ---------
CASH AND CASH EQUIVALENTS, end of period                                                       $ 408,206        $ 190,828
                                                                                               =========        =========

</TABLE>








        The accompanying notes are an integral part of these statements.

                                     Page 6

<PAGE>   7



                      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 March 31, 1999 and 1998, 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, 1998. Interim results are not necessarily indicative of
results for a full year.

The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.

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 accounts for its investment in CPLP using the equity method. For the
three month period ended March 31, 1999, the Partnership recorded equity in
income from its investment in CPLP totaling $198,345.

Summary financial information for the operating results of CPLP, for the three
months ended March 31, 1999 and 1998, which are not consolidated with the
operating results of the Registrant, are as follows:


<TABLE>
<CAPTION>
                                           For the three months ended
                                   -------------------------------------------
                                      March 31, 1999          March 31, 1998
                                   ---------------------    ------------------
<S>                                     <C>                     <C>
Service revenues                        $ 660,630               $ 630,385
                                        =========               =========
Income from operations                  $ 350,534               $ 325,858
                                        =========               =========
Net income                              $ 236,041               $ 194,910
                                        =========               =========

</TABLE>

3.  RELATED PARTY

During 1994, Cencom Cable Associates, Inc. assigned its management services
contract with the Partnership to the General Partner. The management services
contract provides for the payment of fees equal to 5% of the Partnership's
annual gross service revenues. Expenses recorded under this contract by the
Partnership for the three months ended March 31, 1999 and 1998 were $75,875 and
$74,783, respectively. Payables to General Partner and affiliates consisted
primarily of deferred management fees, of which $4.4 million and $4.5 million
were deferred at March 31, 1999 and December 31, 1998, respectively. In
addition, payables to General Partner and affiliates included $2.0 million and
$1.9 million non-interest bearing payable to CPLP at March 31, 1999 and 1998,
respectively.


                                     Page 7

<PAGE>   8


4.  LITIGATION

Abeles v. Cencom Cable Entertainment, Inc., et. al.

On June 17, 1998, approximately 400 limited partners in CCIP II, filed a lawsuit
against the General Partner and Cencom Cable Entertainment, Inc. (collectively
"Cencom Defendants"), and three brokerage firms involved in the original sale of
limited partnership units in the Circuit Court of Jackson County, Missouri. CCE
provided management services to the Partnership and also owned all of the stock
of the General Partner prior to mid-1994.

Plaintiffs allege that the Cencom Defendants are liable for fraud, negligent
misrepresentation or omission, negligence, breach of fiduciary duty, breach of
implied covenants and violations of the Missouri Merchandising Practices Act in
connection with the sale of limited partnership interests in CCIP II commencing
in 1987. Plaintiffs seek recision of the purchase of the securities along with
ancillary damages, actual damages, punitive damages, costs and attorneys' fees.

On August 17, 1998, the Cencom Defendants filed a Motion to Dismiss. On November
5, 1998, the Court heard an oral argument on that motion and a ruling has not
yet been made on this motion. Discovery has been stayed during the pendency of
the Motion to Dismiss.

Wallace v. Wood, et. al.

On June 10, 1997, four limited partners of the Partnership filed a putative
class action suit on behalf of the limited partners presently in Delaware
Chancery Court against the General Partner, Charter Communications, Inc.
("Charter"), certain other Charter affiliates and four present or former
officers of the General Partner. The Plaintiffs subsequently amended their
lawsuit and converted it to a Derivative Action, thus adding the Partnership as
a nominal defendant.

Plaintiffs allege that the Defendants breached the Partnership Agreement and
their fiduciary duties of loyalty and candor in connection with the management
of the Partnership and the sale of the Partnership assets to certain purchasing
affiliates. Plaintiffs seek a declaration that the distribution to the Limited
Partners is improper, request that defendants compensate the Partnership for all
damages suffered as a result of the actions and transactions, including
interest, costs, reasonable attorneys' fees, accountants' and experts' fees and
request an accounting for all monies earned by the properties after the
effective date of the sale to the purchasing affiliates.

On May 19, 1998, Defendants filed a Motion for Judgment on the Pleadings,
seeking dismissal of certain of the defendants from the lawsuit. That motion is
pending before the Court.

The Partnership is not a named defendant in the Jackson County litigation and is
a nominal defendant in the Delaware litigation.

5.  SUBSEQUENT EVENTS

On April 1, 1999, CCIP II sold its cable television systems serving
approximately 11,800 basic subscribers in the communities of Angleton, Aqua
Dolce, Belleville, Driscoll, Hempstead, Kingsville, and Sealy, Texas
(collectively, the "Texas Systems"). The purchaser of the Texas Systems was Etan
Industries, Inc. ("Etan"), an unaffiliated third party. The sale price was $20.8
million, subject to working capital adjustments. Net proceeds were used to repay
outstanding bank indebtedness and a payable to CPLP. CCIP II plans to use the
remaining net proceeds, less amounts held in an indemnity escrow, plus the
distribution to be received from CPLP (as described below), to make
distributions to its partners in accordance with the liquidation provisions of
the Partnership Agreement.

On April 1, 1999, CPLP sold its remaining cable television systems serving
approximately 6,400 basic subscribers in the communities in and around LaGrange,
Texas (collectively, the "LaGrange Systems"). The purchaser of the cable
television systems was Etan. The sales price was $11.2 million, subject to
working capital adjustments. The sale of the LaGrange Systems completes CPLP's
dissolution of its cable television assets. CPLP will use net 

                                     Page 8

<PAGE>   9


proceeds from the sale, less a holdback for contingencies and amounts held in an
indemnity escrow, to satisfy the liabilities and expenses of CPLP with the
remaining funds distributed to its partners, of which 84.03% will ultimately be
distributed to CCIP II.

On April 1, 1999, the bank credit facility was paid off with the proceeds of the
sale of the Texas Systems and was terminated.

In May 1999, the Partnership entered into an Asset Purchase Agreement with
Galaxy Telecom, L.P., an unaffiliated third party, pursuant to which the
remaining northeast Missouri systems would be sold. Consummation of the sale is
subject to regulatory approvals and other conditions to closing, and the closing
is anticipated to occur prior to year-end. Upon sale of the assets, there will
be a holdback of a portion of the purchase price should the buyer seek indemnity
with respect to the purchased assets. If and when this sale is consummated, the
Partnership will have sold all of its cable television assets.


                                     Page 9

<PAGE>   10


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>

                                                March 31,    December 31,    March 31,
                                                   1999          1998          1998
                                                ---------    ------------    ----------
<S>                                             <C>          <C>             <C>         
      Basic Subscribers:
        Texas systems (1)                        11,800        11,900         11,900
        Northeast Missouri systems                1,700         1,700          1,800
                                                 ------        ------         ------
                                                 13,500        13,600         13,700
                                                 ======        ======         ======
      Premium Subscriptions:
        Texas systems (1)                         5,900         5,900          4,600
        Northeast Missouri systems                  700           700            700
                                                 ------        ------         ------
                                                  6,600         6,600          5,300
                                                 ======        ======         ======
</TABLE>

          (1) These systems were sold on April 1, 1999.

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 March 31
                                                                                    --------------
                                                                                     (Unaudited)
                                                                         1999                               1998
                                                              --------------------------     ---------------------------
                                                                                % of                        % of 
                                                                Amount         Revenue         Amount      Revenue
                                                                ------         -------         ------      -------
                                                                                                                             
<S>                                                             <C>            <C>         <C>              <C>   
        Service revenues                                        $1,517,492       100.0%      $1,495,818       100.0%
                                                                ----------       -----       ----------       -----
        Operating expenses:                                                                                                
               Operating, general and administrative               749,627        49.4          768,214        51.3
               Depreciation and amortization                       111,509         7.3          111,716         7.5
               Management fees - related party                      73,206         4.8           74,783         5.0
                                                                ----------       -----       ----------       -----    
                                                                   934,342        61.5          954,713        63.8
                                                                ----------       -----       ----------       -----   
        Income from operations                                     583,150        38.5          541,105        36.2
                                                                ----------       -----       ----------       -----    
        Other income (expense):                                                                                         
               Interest income                                       5,029         0.3            7,094         0.5
               Interest expense                                    (99,762)       (6.6)        (107,987)       (7.2)
               Equity in income of unconsolidated limited                                                                
                   partnership                                     198,345        13.1          163,783        10.9
                                                                ----------       -----       ----------       -----    
                                                                   103,612         6.8           62,890         4.2
                                                                ----------       -----       ----------       -----   
        Net income                                              $  686,762        45.3%      $  603,995        40.4%
                                                                ==========       =====       ==========       =====
</TABLE>



                                    Page 10
<PAGE>   11


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 increased by approximately $22,000 or 1.4% for the three months ended
March 31, 1999, when compared to the similar period of 1998.

Premium service subscriptions increased 24.5% from March 31, 1998 to March 31,
1999. The ratio of premium service subscriptions per basic subscriber increased
from 38.7% at March 31, 1998 to 48.9% at March 31, 1999. The Partnership has
begun to offer premium services to subscribers in a packaged format, providing
subscribers with a discount from the combined retail rates of these packaged
services in an effort to maintain premium subscription levels and attract
additional subscriptions.


Operating Expenses

Operating, general and administrative expenses decreased by approximately
$18,600 or 2.4% during the three months ended March 31, 1999 when compared to
the similar period of 1998.

Depreciation and amortization decreased by approximately $200 or 0.2% for the
three months ended March 31, 1999, when compared to the similar period for 1998.


Other Income and Expenses

Interest expense was approximately $100,000 for the three months ended March 31,
1999, which was a decrease of 7.6% versus the similar period of 1998. The
decrease is primarily the result of lower average outstanding indebtedness of
the Partnership during 1999.

Equity in income of unconsolidated limited partnership, which relates to income
recorded by the Partnership for its share of net income recorded by CPLP,
increased approximately $34,600 for the three months ended March 31, 1999 versus
the similar period in 1998.


Net Income

Net income was approximately $687,000 for the three months ended March 31, 1999
versus approximately $604,000 for the three months ended March 31, 1998. The
largest component of this increase was the increase in equity in income of
unconsolidated limited partnership.


Liquidity and Capital Resources

On April 1, 1999, CCIP II sold its cable television systems serving
approximately 11,800 basic subscribers in Texas for a sale price of $20.8
million, subject to working capital adjustments. Net proceeds were used to repay
outstanding bank indebtedness and a payable to CPLP. CCIP II plans to use the
remaining net proceeds, less amounts held in an indemnity escrow, plus the
distribution to be received from CPLP (as described below), to make
distributions to its partners in accordance with the liquidation provisions of
the Partnership Agreement.

On April 1, 1999, CPLP sold its remaining cable television systems serving
approximately 6,400 basic subscribers in Texas for a sale price of $11.2
million, subject to working capital adjustments. The sale of these systems
completes CPLP's dissolution of its cable television assets. CPLP will use net
proceeds from the sale, less a holdback for contingencies and amounts held in an
indemnity escrow, first to satisfy the liabilities and expenses of CPLP with the
remaining funds distributed to its partners, of which 84.03% will be distributed
to CCIP II.

                                    Page 11

<PAGE>   12


The Partnership and CPLP both borrowers under a credit agreement (the "Credit
Agreement") providing for borrowings up to $8,500,000 and $7,500,000 by the
Partnership and CPLP, respectively, with each borrower jointly and severally
liable in the event of default. At March 31, 1999, CCIP II had $3,800,000 of
indebtedness outstanding under the Credit Agreement and CPLP had $-0- of
indebtedness outstanding under the Credit Agreement. The debt bore 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 3/4 of 1%, or the LIBOR plus applicable margins based upon the
Partnership's leverage ratio at the time of the borrowings. At March 31, 1999,
the interest rate on this outstanding indebtedness was approximately 6.69%. On
April 1, 1999, all outstanding indebtedness under the Credit Agreement was
repaid from the proceeds of the sale of the Texas Systems and the facility was
terminated.

The Partnership made capital expenditures of approximately $276,000 during the
first three months of 1999 in connection with the improvement and upgrading of
the Partnership systems.

Pursuant to the terms of the Partnership Agreement, the Partnership is required
to distribute all cash available for distribution to the Partners within 60 days
after the end of each calendar quarter and, with respect to certain available
refinancing proceeds and certain available sales proceeds, as soon as possible
following completion of the relevant transaction. However, the partnership
suspended distributions to Limited Partners in the fourth quarter of 1993 to
provide greater financial flexibility in meeting its debt covenants and in
making capital expenditures necessary to maintain the Partnership's assets. No
additional distributions have been made other than a special distribution in
June 1997 following the sale of certain assets. CCIP II anticipates making a
distribution to the Limited Partners from the remaining net proceeds of the sale
of the Texas Systems and distribution received from CPLP.

In May 1999, the Partnership entered into an Asset Purchase Agreement with an
unaffiliated third party pursuant to which the remaining northeast Missouri
systems would be sold. Consummation of the sale is subject to regulatory
approvals and other conditions to closing, and the closing is anticipated to
occur prior to year-end. Upon sale of the assets, there will be a holdback of a
portion of the purchase price should the buyer seek indemnity with respect to
the purchased assets. If and when this sale is consummated, the Partnership will
have sold all of its cable television assets.

It is also the General Partner's intention to repay the balance of the
Partnership's outstanding obligations, terminate the Partnership and distribute
all remaining proceeds thereof (subject to a holdback for contingencies) as
expeditiously as possible. At such time as all of the Partnership and the CPLP
systems are sold, and all available CPLP distributions are received by the
Partnership, the Partnership's outstanding obligations will be paid and the
Partnership will be terminated. Upon its termination, the Partnership will cease
to be a public entity and will no longer be subject to the informational
reporting requirements of the Securities Exchange Act of 1934, as amended.


Year 2000 Impact

Many existing computer systems and applications, and other control devices and
embedded computer chips use only two digits (rather than four) to identify a
year in the date field, failing to consider the impact of the upcoming change in
the century. As a result, such systems, applications, devices, and chips could
create erroneous results or might fail altogether unless corrected to properly
interpret data related to the year 2000 and beyond (the "Year 2000 Problem").
These errors and failures may result, not only from a date recognition problem
in the particular part of a system failing, but may also result as systems,
applications, devices and chips receive erroneous or improper data from
third-parties suffering from the Year 2000 Problem. In addition, two interacting
systems, applications, devices or chips, each of which has individually been
fixed so that it will properly handle the Year 2000 Problem, could nonetheless
suffer "integration failure" because their method of dealing with the problem is
not compatible.


                                    Page 12

<PAGE>   13

These problems are expected to increase in frequency and severity as the Year   
2000 approaches.  This issue impacts our owned and licensed computer systems
and equipment used in connection with internal operations, including

         - information processing and financial reporting systems,
         - customer billing systems,
         - customer service systems,
         - telecommunication transmission and reception systems, and
         - facility systems.

We also rely directly and indirectly, in the regular course of business, on the
proper operation and compatibility of third party systems. The Year 2000 Problem
could cause these systems to fail, err, or become incompatible with our systems.

If we or a significant third party on which we rely fails to become year 2000
ready, or if the Year 2000 Problem cause our systems to become internally
incompatible or incompatible with third party systems, our business could suffer
from material disruption, including the inability to process transactions, send
invoices, accept customer orders or provide customers with our cable services.
We could also face similar disruptions if the Year 2000 Problem causes general
widespread problems or an economic crisis. We cannot now estimate the extent of
these potential disruptions.

We are addressing the Year 2000 Problem with respect to our internal operations
in three stages: (1) inventory and evaluation of our systems, components and
other significant infrastructure to identify those elements that reasonably
could be expected to be affected by the Year 2000 Problem, (2) remediation and
replacement to address problems identified in stage one and (3) testing of the
remediation and replacement carried out in stage two. We formed an executive
Year 2000 Taskforce at the beginning of 1998, have completed stage one, and
anticipate that we will complete stages two and three by August 1999. We plan to
complete all stages for our existing systems by August 1999, but we cannot
determine when such stages would be completed in connection with systems we may
acquire in the near future.

Much of our assessment efforts in stage one have involved, and depend on,
inquiries to third party service providers, who are the suppliers and vendors of
various parts or components of our systems. Certain of these third parties that
have certified the readiness of their products will not certify their
interoperability within our fully integrated systems. We cannot assure you that
these technologies of third parties, on which we rely, we be year 2000 ready or
timely converted into year 2000 compliant systems compatible with our systems.
Moreover, because a full test of our systems, on an integrated basis, would
require a complete shut down of our operations, it is not practicable to conduct
such testing. We have been advised that a plan has been developed to utilize a
third party, in cooperation with other cable operators, to begin testing a
"mock-up" of our major billing and plant components (including pay-per-view
systems) as an integrated system. We are also evaluating the potential impact of
third party failure and integration failure on our systems.

The Partnership cannot be certain that it or third parties supporting its
systems have resolved or will resolve all Year 2000 issues in a timely manner.
Failure by the Partnership or any such third party to successfully address
relevant Year 2000 issues could result in disruptions of the Partnership's
business and the incurrence of significant expenses by the Partnership.
Additionally, the Partnership could be affected by any disruption to third
parties with which the Partnership does business if such third parties have not
successfully address their Year 2000 issues.

Failure to resolve Year 2000 issues could result in improper billing to the
Partnership's subscribers which could have a major impact on the recording of
revenue and the collection of cash as well as create significant customer
dissatisfaction. In addition, failure on the part of the financial institutions
with which the Partnership relies on for its cash collection and management
services could also have significant impact on collections, results of
operations and the liquidity of the Partnership.

We have incurred only immaterial costs to date directly related to addressing
the Year 2000 Problem. We have redeployed internal resources and have
selectively engaged outside vendors to meet the goals of our year 2000 program.
We currently do not estimate the total cost of our year 2000 remediation program
to be material.

                                    Page 13

<PAGE>   14


Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information included in this Form 10-Q
contains statements that are forward looking, such as statements relating to the
effects of future regulation, future capital commitments, future acquisitions
and the Partnership's success in dealing with the Year 2000 issues. Such
forward-looking information involves important risks and uncertainties that
could significantly affect expected results in the future from those expressed
in any forward-looking statements made by, or on behalf of the Partnership.
These risks and uncertainties include, but are not limited to, uncertainties
relating to economic conditions, acquisitions and divestitures, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, technological developments, changes in the
competitive environment in which the Partnership operates and the Partnership's
success dealing with Year 2000 issues. Investors are cautioned that all
forward-looking statements involve risks and uncertainties.













                                    Page 14

<PAGE>   15


Part II. Other Information

Item 1.  Legal Proceedings

Abeles v. Cencom Cable Entertainment, Inc., et. al.

On June 17, 1998, approximately 400 limited partners in CCIP II, filed a lawsuit
against the General Partner and Cencom Cable Entertainment, Inc. (CCE)
(collectively "Cencom Defendants"), and three brokerage firms involved in the
original sale of limited partnership units in the Circuit Court of Jackson
County, Missouri. CCE provided management services to the Partnership and also
owned all of the stock of the General Partner prior to mid-1994.

Plaintiffs allege that the Cencom Defendants are liable for fraud, negligent
misrepresentation or omission, negligence, breach of fiduciary duty, breach of
implied covenants and violations of the Missouri Merchandising Practices Act in
connection with the sale of limited partnership interests in CCIP II commencing
in 1987. Plaintiffs seek recession of the purchase of the securities along with
ancillary damages, actual damages, punitive damages, costs and attorneys' fees.

On August 17, 1998, the Cencom Defendants filed a Motion to Dismiss. On November
5, 1998, the Court heard oral argument on that motion. Discovery has been stayed
during the pendency of the Motion to Dismiss.

Wallace v. Wood, et. al.

On June 10, 1997, four limited partners of the Partnership filed a putative
class action suit on behalf of the limited partners presently in Delaware
Chancery Court against the General Partner, Charter Communications, Inc.
(Charter), certain other Charter affiliates and four present or former officers
of the General Partner. The Plaintiffs subsequently amended their lawsuit and
converted it to a Derivative Action, thus adding the Partnership as a nominal
defendant.

Plaintiffs allege that the Defendants breached the Partnership Agreement and
their fiduciary duties of loyalty and candor in connection with the management
of the Partnership and the sale of the Partnership assets to certain purchasing
affiliates. Plaintiffs seek a declaration that the distribution to the Limited
Partners is improper, request that defendants compensate the Partnership for all
damages suffered as a result of the actions and transactions, including
interest, costs, reasonable attorneys' fees, accountants' and experts' fees and
request an accounting for all monies earned by the properties after the
effective date of the sale to the purchasing affiliates.

On May 19, 1998, Defendants filed a Motion for Judgment on the Pleadings,
seeking dismissal of certain of the defendants from the lawsuit. That motion is
pending before the Court.

The Partnership is not a named defendant in the Jackson County litigation and is
a nominal defendant in the Delaware litigation.

Item 2.  Change in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

                                    Page 15


<PAGE>   16


Item 5.  Other Information

In May 1999, the Partnership entered into an Asset Purchase Agreement with an
unaffiliated third-party pursuant to which the remaining Northeast Missouri
systems owned by the Partnership would be sold. Consummation of the sale is
subject to regulatory approvals and other conditions to closing, and the closing
is anticipated to occur prior to year-end. Upon sale of the assets, there will
be a holdback of a portion of the purchase price should the buyer seek indemnity
with respect to the purchased assets. If and when this sale is consummated, the
Partnership will have sold all of its cable television assets.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             10(bb) Asset Purchase Agreement by and between Cencom Cable Income
             Partners II, L.P. and Galaxy Telecom, L.P. dated as of may 5, 1999

             27.1 Financial Data Schedule (supplied for the information of the
             Commission)

         (b) Reports on Form 8-K - None during quarter

         On April 15, 1999, CCIP II filed a current report on Form 8-K related
to the sale of cable television systems on April 1, 1999, reported in part I,
Item 2 therein, as follows:

         (a) CCIP II sold its cable television systems serving Angleton, Aqua
             Dolce, Belleville, Driscoll, Hempstead, Kingsville, and Sealy,
             Texas, to an unaffiliated third party for $20.8 million, subject to
             working capital adjustments.

         (b) CPLP sold its cable television systems serving LaGrange, Texas, to
             an unaffiliated third party for $11.2 million, subject to working
             capital adjustments.

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



                                    Page 16

<PAGE>   17



                      CENCOM CABLE INCOME PARTNERS II, L.P.


                        FOR QUARTER ENDED MARCH 31, 1999


                                   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                             May 13, 1999
    ------------------------------                            
      Jerald L. Kent
      Executive Vice President and
      Chief Financial Officer


By:  /s/Ralph G. Kelly                             May 13, 1999
    ------------------------------                            
      Ralph G. Kelly
      Treasurer


                                    Page 17