<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, 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 JUNE 30, 1999


                                      INDEX

<TABLE>
<CAPTION>

                                                                                                Page
                                                                                                ----
<S>                                                                                            <C>
Part I.  Financial Information

         Item 1.  Condensed Financial Statements
                  a. Balance Sheets - June 30, 1999 and December 31, 1998                         3
                  b. Statements of Operations - Three Months Ended
                     June 30, 1999 and 1998                                                       4
                  c. Statements of Operations - Six Months Ended June 30, 1999 and 1998           5
                  d. Statement of Partners' Capital (Deficit) - Six Months Ended
                     June 30, 1999                                                                6
                  e. Statements of Cash flows - Six Months Ended June 30, 1999 and 1998           7
                  f. Notes to Condensed Financial Statements                                      8

         Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                          12

Part II. Other Information


         Item 1.  Legal Proceedings                                                              19

         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                     -

         Item 5.  Other Information                                                              20

         Item 6.  Exhibits and Reports on Form 8-K                                               20

         Signature Page                                                                          21

</TABLE>



                                     Page 2


<PAGE>   3


                      CENCOM CABLE INCOME PARTNERS II, L.P.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                              June 30,        December 31,
                                                                                1999             1998
                                                                            -----------       -------------
                                       ASSETS                               (Unaudited)
<S>                                                                         <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents, including restricted cash of $1,040,000       $ 3,135,133       $   267,002
   Accounts receivable, net                                                      16,522            52,409
   Prepaid expenses and other                                                    13,804            30,844
                                                                            -----------       -----------
           Total current assets                                               3,165,459           350,255

PROPERTY AND EQUIPMENT                                                          395,637         4,156,583

FRANCHISE COSTS, net of accumulated amortization of $1,157,680 and
   $1,274,709, respectively                                                        --              10,521

DEBT ISSUANCE COSTS, net of accumulated amortization of $-0- and
   $56,478, respectively                                                           --             208,533

INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP                              2,172,502         3,171,808
                                                                            -----------       -----------
                                                                            $ 5,733,598       $ 7,897,700
                                                                            ===========       ===========

               LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                    $   599,139       $ 1,310,831
   Payables to General Partner and affiliate                                  4,622,249         6,291,552
   Income taxes withheld on behalf of Limited Partners                           83,480              --
   Subscriber deposits                                                             --              10,527
                                                                            -----------       -----------
           Total current liabilities                                          5,304,868         7,612,910
                                                                            -----------       -----------
DEFERRED REVENUE                                                                   --              19,774
                                                                            -----------       -----------
LONG-TERM DEBT                                                                     --           3,800,000
                                                                            -----------       -----------
PARTNERS' CAPITAL (DEFICIT):
   General Partner                                                                 --                --
   Limited Partners (250,000 units authorized; 90,915 units issued and
     outstanding)                                                               887,897        (3,075,817)
   Note receivable from General Partner                                        (459,167)         (459,167)
                                                                            -----------       -----------
           Total Partners' capital (deficit)                                    428,730        (3,534,984)
                                                                            -----------       -----------
                                                                            $ 5,733,598       $ 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 JUNE 30, 1999 AND 1998
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                       1999                 1998
                                                                   ------------         ------------

<S>                                                                <C>                  <C>
SERVICE REVENUES                                                   $    163,871         $  1,527,547
                                                                   ------------         ------------
OPERATING EXPENSES:
   Operating, general and administrative                                258,123              791,252
   Depreciation and amortization                                         15,211              172,990
    Management fees - related party                                       8,188               76,377
                                                                   ------------         ------------
                                                                        281,522            1,040,619
                                                                   ------------         ------------
           Income (loss) from operations                               (117,651)             486,928
                                                                   ------------         ------------
OTHER INCOME (EXPENSE):
   Interest income                                                      186,507               21,196
   Interest expense                                                        (700)            (101,266)
   Equity in income of unconsolidated limited partnership             7,205,349              134,466
   Gain on sale of cable television systems                          16,657,491                 --
                                                                   ------------         ------------
                                                                     24,048,647               54,396
                                                                   ------------         ------------
           Income before extraordinary item                          23,930,996              541,324

Extraordinary loss - early extinguishment of long-term debt            (195,500)                --
                                                                   ------------         ------------
Net income                                                         $ 23,735,496         $    541,324
                                                                   ============         ============

NET INCOME PER LIMITED PARTNERSHIP UNIT                            $     260.98         $       5.95
                                                                   ============         ============
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, 1999 AND 1998
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                       1999                 1998
                                                                   ------------         ------------

<S>                                                                <C>                  <C>
SERVICE REVENUES                                                   $  1,681,363         $  3,023,365
                                                                   ------------         ------------
OPERATING EXPENSES:
   Operating, general and administrative                              1,007,750            1,559,458
   Depreciation and amortization                                        126,720              284,706
   Management fees - related party                                       84,063              151,168
                                                                   ------------         ------------
                                                                      1,218,533            1,995,332
                                                                   ------------         ------------
           Income from operations                                       462,830            1,028,033
                                                                   ------------         ------------
OTHER INCOME (EXPENSE):
   Interest income                                                      191,536               28,290
   Interest expense                                                    (100,462)            (209,253)
   Equity in income of unconsolidated limited partnership             7,403,694              298,249
    Gain on sale of cable television systems                         16,657,491                 --
                                                                   ------------         ------------
                                                                     24,152,259              117,286
                                                                   ------------         ------------
           Income before extraordinary item                          24,615,089            1,145,319

Extraordinary loss - early extinguishment of long-term debt            (195,500)                --
                                                                   ------------         ------------
Net income                                                         $ 24,419,589         $  1,145,319
                                                                   ============         ============

NET INCOME PER LIMITED PARTNERSHIP UNIT                            $     268.50         $      12.60
                                                                   ============         ============
AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING                  90,915               90,915
                                                                   ============         ============
</TABLE>




         The accompanying notes are an integral part of this statement.





                                     Page 5
<PAGE>   6




                      CENCOM CABLE INCOME PARTNERS II, L.P.


                    STATEMENT OF PARTNERS' CAPITAL (DEFICIT)

                     FOR THE SIX MONTHS ENDED JUNE 30, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

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


<S>                               <C>                 <C>                  <C>                  <C>
BALANCE, December 31, 1998        $       --          $ (3,075,817)        $   (459,167)        $ (3,534,984)


   Net income                            8,879          24,410,710                 --             24,419,589

   Distributions                          --           (20,455,875)                --            (20,455,875)
                                  ------------        ------------         ------------         ------------
BALANCE, June 30, 1999            $      8,879        $    879,018         $   (459,167)        $    428,730
                                  ============        ============         ============         ============
</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, 1999 AND 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                1999               1998
                                                                                            ------------       ------------

<S>                                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                               $ 24,419,589       $  1,145,319

   Adjustments to reconcile net income to net cash provided by operating activities-
       Depreciation and amortization                                                             126,720            284,706
       Amortization of debt issuance costs                                                        13,033             26,067
       Extraordinary loss - early extinguishment of long-term debt                               195,500               --
       Equity in income of unconsolidated limited partnership                                 (7,403,695)          (298,249)
       Gain on sale of cable television systems                                              (16,657,491)              --
       Changes in assets and liabilities, net of effects from sale of cable television
         systems-
         Accounts receivable, net                                                                266,667             24,577
         Prepaid expenses and other                                                               (4,424)           (13,562)
         Accounts payable, accrued expenses and other current liabilities                       (473,269)         1,251,126
         Accrued income taxes withheld on behalf of Limited Partners                                --           (2,222,157)
         Payables to General Partner and affiliate                                            (1,705,911)           669,697
                                                                                            ------------       ------------
           Net cash provided by (used in) operating activities                                (1,223,281)           867,524
                                                                                            ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property and equipment                                                          (259,998)          (250,160)
    Proceeds from sale of cable television systems, net of cash sold                          20,204,285               --
    Restricted funds held in escrow                                                                 --              750,000
    Distributions from unconsolidated limited partnership                                      8,403,000               --
                                                                                            ------------       ------------
           Net cash provided by investing activities                                          28,347,287            499,840
                                                                                            ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions to Limited Partners                                                    (20,372,395)              --
   Income taxes withheld related to distribution                                                 (83,480)              --
   Borrowings on credit agreement                                                                300,000          1,300,000
   Repayments on credit agreement                                                             (4,100,000)        (2,300,000)
                                                                                            ------------       ------------
           Net cash used in financing activities                                             (24,255,875)        (1,000,000)
                                                                                            ------------       ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                      2,868,131            367,364

CASH AND CASH EQUIVALENTS, beginning of period                                                   267,002            220,104
                                                                                            ------------       ------------
CASH AND CASH EQUIVALENTS, end of period                                                    $  3,135,133       $    587,468
                                                                                            ============       ============
</TABLE>





        The accompanying notes are an integral part of these statements.





                                     Page 7
<PAGE>   8


                      CENCOM CABLE INCOME PARTNERS II, L.P.

                     NOTES TO CONDENSED 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, 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
six month period ended June 30, 1999, the Partnership recorded equity in income
from its investment in CPLP totaling approximately $7,403,694.

Summary financial information for the operating results of CPLP, for the three
and six month periods ended June 30, 1999, which are not consolidated with the
operating results of the Partnership, are as follows:

<TABLE>
<CAPTION>
                                       For the three months ended         For the six months ended
                                       --------------------------         ------------------------
                                     June 30, 1999     June 30, 1998    June 30, 1999    June 30, 1998
                                     -------------     -------------    -------------    -------------


<S>                                   <C>               <C>              <C>              <C>
Service revenues                      $      --         $   657,356      $   660,630      $ 1,287,737


Income (loss) from operations         $   (14,881)      $   335,079      $   302,625      $   660,931

Gain on sale of cable television      $ 8,985,528       $      --        $ 8,985,528      $      --

Net income                            $ 8,574,734       $   159,998      $ 8,810,775      $   354,902
</TABLE>

3. DISPOSITIONS

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 used the remaining
net proceeds, less amounts held in an indemnity escrow and required income tax
withholdings, plus the distribution received from CPLP (as described below), to
make distributions to its partners in accordance with the liquidation provisions
of the Partnership Agreement. Pursuant to the asset purchase agreement,
$1,040,000 was deposited into an indemnification escrow account. These funds
will be released to the Partnership upon mutual satisfaction of the
Partnership's representations and warranties related to the assets that were
sold.

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 and the sales price was $11.2 million, subject to
working capital adjustments. The




                                     Page 8
<PAGE>   9


sale of the LaGrange Systems completes CPLP's dissolution of its cable
television assets. CPLP used the net 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 CCIP II received 84.03%.

The following table presents unaudited pro forma results of operations as though
the divestitures discussed above had occurred on January 1, 1998, with
adjustments to give effect to interest expense. Accordingly, these results
include only the Partnership's remaining 1,640 subscribers in northeast
Missouri.

<TABLE>
<CAPTION>
                                For the three months ended          For the six months ended
                                --------------------------          ------------------------
                              June 30, 1999     June 30, 1998     June 30, 1999     June 30, 1998
                              -------------     -------------     -------------     -------------

<S>                             <C>              <C>                <C>               <C>
Service revenues                $ 307,315        $ 318,343          $ 152,152         $ 157,434

Income from operations          $ 134,524        $ 130,960          $  64,120         $  60,190

Net income                      $ 131,727        $  54,770          $  86,191         $  17,927
</TABLE>

The unaudited pro forma results of operations has been presented for comparative
purposes and does not purport to be indicative of the results of operations or
financial position of the Partnership had these transactions been completed as
of the assumed date or which may be obtained in the future.

In May 1999, the Partnership entered into an Asset Purchase Agreement with
Galaxy Telecom, L.P., an unaffiliated third party, pursuant to which the
Partnership's 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 December 31, 1999. 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.

4.  DEBT

On April 1, 1999, the Partnership paid off its outstanding indebtedness under
the Partnership's and CPLP's joint bank credit facility with the proceeds from
the sale of the Texas Systems. As of April 1, 1999, there was no indebtedness
outstanding under this facility and the credit facility was terminated. In
connection therewith, the Partnership recognized an extraordinary loss of
$195,500 pertaining to the write-off of unamortized debt issuance costs.

5.  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. ("CCE",
together with the General Partner , "Cencom Defendants"), and three brokerage
firms involved in the original sale of limited partnership units. 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 rescission 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.



                                     Page 9
<PAGE>   10



The Partnership is not named a defendant in the above case.








                                    Page 10
<PAGE>   11


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 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
scheduled for a hearing in September 1999.








                                    Page 11
<PAGE>   12


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 dated indicated.

<TABLE>
<CAPTION>
                                           June 30,     December 31,      June 30,
                                             1999           1998            1998
                                           --------     ------------      --------


<S>                                        <C>             <C>             <C>
     Basic Subscribers:
       Texas systems (a)                     --            11,900          11,800
       Northeast Missouri systems           1,640           1,700           1,700
                                           ------          ------          ------
                                            1,640          13,600          13,500
                                           ======          ======          ======
     Premium Subscriptions:
       Texas systems (a)                     --             5,850           5,300
       Northeast Missouri systems             670             730             800
                                           ------          ------          ------
                                              670           6,580           6,100
                                           ======          ======          ======
</TABLE>

(a)     The Texas systems were sold on April 1, 1999.







                                    Page 12
<PAGE>   13


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)

                                                                            1999                                 1998
                                                              -------------------------------        ---------------------------
                                                                                      % of                                % of
                                                                  Amount             Revenue            Amount           Revenue
                                                              ------------           --------        ------------        -------

<S>                                                           <C>                    <C>             <C>                 <C>
     Service revenues                                         $    163,871              100.0%       $  1,527,547         100.0%
                                                              ------------           --------        ------------         -----
     Operating expenses:
            Operating, general and administrative                  258,123              157.5             791,252          51.8
            Depreciation and amortization                           15,211                9.3             172,990          11.3
            Management fees - related party                          8,188                5.0              76,377           5.0
                                                              ------------           --------        ------------         -----
                                                                   281,522              171.8           1,040,619          68.1
                                                              ------------           --------        ------------         -----
     Income (loss) from operations                                (117,651)             (71.8)            486,928          31.9
                                                              ------------           --------        ------------         -----
     Other income (expense):
            Interest income                                        186,507              113.8              21,196           1.3
            Interest expense                                          (700)              (0.4)           (101,266)         (6.6)
            Equity in income of unconsolidated limited
              partnership                                        7,205,349            4,397.0             134,466           8.8
            Gain on sale of cable television systems            16,657,491           10,165.0                --            --
                                                              ------------           --------        ------------         -----
                                                                24,048,647           14,675.4              54,396           3.5
                                                              ------------           --------        ------------         -----
     Income before extraordinary item                           23,930,996           14,603.6             541,324          35.4

     Extraordinary loss - early extinguishment of
       long-term debt                                             (195,500)            (119.3)               --            --
                                                              ------------           --------        ------------         -----

     Net income                                               $ 23,735,496           14,484.3%       $    541,324          35.4%
                                                              ============           ========        ============         =====
</TABLE>







                                    Page 13
<PAGE>   14


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)

                                                                             1999                               1998
                                                                ----------------------------        --------------------------
                                                                                      % of                              % of
                                                                   Amount            Revenue          Amount           Revenue
                                                                ------------         -------        -----------        -------


<S>                                                             <C>                  <C>            <C>                 <C>
     Service revenues                                           $  1,681,363           100.0%       $ 3,023,365         100.0%
                                                                ------------         -------        -----------         -----
     Operating expenses:
            Operating, general and administrative                  1,007,750            59.9          1,559,458          51.6
            Depreciation and amortization                            126,720             7.5            284,706           9.4
            Management fees - related party                           84,063             5.0            151,168           5.0
                                                                ------------         -------        -----------         -----
                                                                   1,218,533            72.4          1,995,332          66.0
                                                                ------------         -------        -----------         -----
     Income from operations                                          462,830            27.6          1,028,033          34.0
                                                                ------------         -------        -----------         -----
     Other income (expense):
            Interest income                                          191,536            11.4             28,290           0.9
            Interest expense                                        (100,462)           (6.0)          (209,253)         (6.9)
            Equity in income of unconsolidated
             limited partnership                                   7,403,694           440.3            298,249           9.9
            Gain on sale of cable television systems              16,657,491           990.7               --             --
                                                                ------------         -------        -----------         -----
                                                                  24,152,259         1,436.4            117,286           3.9
                                                                ------------         -------        -----------         -----
     Income before extraordinary item                             24,615,089         1,464.0          1,145,319          37.9

     Extraordinary loss - early extinguishment of
      long-term debt                                                (195,500)          (11.6)              --             --
                                                                ------------         -------        -----------         -----
     Net income                                                 $ 24,419,589         1,452.4%       $ 1,145,319          37.9%
                                                                ============         =======        ===========         =====

</TABLE>






                                    Page 14
<PAGE>   15




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 approximately $1,364,000 and $1,342,000 or 89.3% and
44.4%, respectively, for the three and six months ended June 30, 1999, when
compared to the similar periods of 1998. These decreases are due to the
Partnership serving fewer subscribers as a result of the sale of the Texas
systems on April 1, 1999.

Operating Expenses

Operating, general and administrative expenses decreased by approximately
$533,000 and $552,000 or 67.4% and 35.4% during the three and six months ended
June 30, 1999, respectively, when compared to the similar periods of 1998. The
decreases are primarily the result of the Partnership serving fewer subscribers
as a result of the sale of the Texas systems.

Depreciation and amortization decreased by approximately $158,000 and $158,000
or 91.3% and 55.5%, respectively, for the three and six months ended June 30,
1999, when compared to the similar periods for 1998. These decreases are related
to the smaller base of depreciable and amortizable assets as a result of the
sale of the Texas system.

Other Income and Expenses

Interest expense was approximately $700 and $100,000 for the three and six
months ended June 30, 1999, respectively, which was an increase of 99.3%, and
52.0%, respectively, versus the similar periods of 1998. The decrease was
attributed to the termination of the Credit Agreement.

Equity in income of unconsolidated limited partnership relates to income
recorded by the Partnership for its share of net income recorded by CPLP and
increased by approximately $7.1 million for both the three months and six months
ended June 30, 1999, compared to similar periods of 1998. The increase is
attributed to CPLP's gain on the sale of the LaGrange systems.

Gain on sale of cable television systems by the Partnership is the result of the
sale of certain of the Texas systems on April 1, 1999.

Net Income

Net income was $23.7 million and $24.4 million for the three and six months
ended June 30, 1999, respectively, versus $.5 million and $1.1 million for the
three and six months ended June 30, 1998, respectively. This is primarily the
result of the gain recorded on the sale of certain of the assets of the Texas
systems on April 1, 1999 and 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 of $3.8 million and a payable to CPLP of $1.864
million. CCIP II used the remaining net proceeds, less amounts held in an
indemnity escrow, plus the distribution 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 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 used the net proceeds from the sale, less a holdback for
contingencies and amounts held in an indemnity escrow, first to




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<PAGE>   16



satisfy the liabilities and expenses of CPLP with the remaining funds
distributed to its partners, of which CCIP II received 84.03%.

The Partnership and CPLP both maintained 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. 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 $260,000 during the
first six 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 regular 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 and a second special distribution
in May 1998 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 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's 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 properly to
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 16
<PAGE>   17


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

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




                                    Page 17
<PAGE>   18

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.


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 18
<PAGE>   19




Part II. Other Information

Item 1.  Legal Proceedings


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 against the General Partner,
Charter Communications, Inc. (Charter), certain other Charter affiliates and
four present or former officers of the General Partner. 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 scheduled for a
hearing in September 1999.

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 19
<PAGE>   20


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

         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 20
<PAGE>   21



                      CENCOM CABLE INCOME PARTNERS II, L.P.


                         FOR QUARTER ENDED JUNE 30, 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                                          August 13, 1999
      -------------------------------
      Jerald L. Kent
      Executive Vice President and
      Chief Financial Officer


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












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