================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

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

    For the Fiscal Year Ended December 31, 1999

                                       OR

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

    For the transition period from               to
                                  ---------------  ---------------

    Commission File Number 0-16779

                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
                    -----------------------------------------
             (Exact name of Registrant as specified in its charter)

                 Georgia                                   58-1712898
----------------------------------------          -----------------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification Number)

    12444 Powerscourt Dr., Suite 100
           St. Louis, Missouri                               63131
----------------------------------------          -----------------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:             (314) 965-0555
                                                                --------------
Securities registered pursuant to Section 12 (b) of the Act:          None
Securities registered pursuant to Section 12 (g) of the Act

                                                           Name of each exchange
                 Title of each Class                       on which registered
                 -------------------                       -------------------

         Units of Limited Partnership Interest                    None

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

Yes X No
   ---  ---

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

         State the aggregate  market value of the voting equity  securities held
by non-affiliates of the registrant.  59,646 of the registrant's 59,766 units of
limited partnership interests, its only class of equity securities,  are held by
non-affiliates.  There is no public trading market for the units,  and transfers
of units are subject to certain  restrictions;  accordingly,  the  registrant is
unable  to  state  the  market  value  of  the  units  held  by  non-affiliates.
================================================================================

                   The Exhibit Index is located at Page E-1.

<PAGE>

                                     PART I

Item 1.           BUSINESS

Introduction
------------

                  Enstar  Income/Growth  Program Five-A, L.P., a Georgia limited
partnership, is engaged in the ownership,  operation and development,  and, when
appropriate,  sale or other disposition, of cable television systems in small to
medium-sized  communities.  The partnership was formed on September 4, 1986. The
general  partners of the partnership are Enstar  Communications  Corporation,  a
Georgia corporation (the "corporate general partner"),  and Robert T. Graff, Jr.
(the "individual general partner"). On November 12, 1999, Charter Communications
Holdings  Company,  LLC, an entity controlled by Charter  Communications,  Inc.,
acquired both the corporate general partner,  as well as Falcon  Communications,
L.P.,  the entity that provided  management  and certain  other  services to the
partnership.  Charter is the nation's fourth largest cable operator, serving 6.2
million  customers and files  periodic  reports with the Securities and Exchange
Commission.  Charter and its affiliates  (principally CC VII Holdings,  LLC, the
successor-by-merger to Falcon  Communications,  L.P.) now provide management and
other services to the  partnership.  See Item 13.,  "Certain  Relationships  and
Related  Transactions."  See "Employees" below. In this annual report, the terms
"we" and "our" refer to the partnership.

                  All of our cable television  business operations are conducted
through the  partnership's  participation  as a  co-general  partner  with a 50%
interest in Enstar Cable of Cumberland Valley (the "Joint  Venture"),  the other
general partner of which is also a limited partnership  sponsored by the General
Partners  of the  Partnership.  The Joint  Venture was formed in order to enable
each of its partners to participate in the  acquisition  and ownership of a more
diverse pool of systems by combining certain of its financial resources. Because
all of the  Partnership's  operations are conducted through its participation in
the Joint  Venture,  much of the  discussion in this report relates to the Joint
Venture and its  activities.  References  to the  Partnership  include the Joint
Venture, where appropriate.

                  The  Joint  Venture  began  its  cable   television   business
operations  in January 1988 with the  acquisition  of certain  cable  television
systems  located in Kentucky and  Tennessee and expanded its  operations  during
February 1989 with the acquisition of certain cable  television  systems located
in Arkansas and Missouri.  The Kentucky  systems provide service to customers in
and around the Cumberland  Valley area. The Missouri  systems provide service to
customers in and around the municipality of Hermitage.  As of December 31, 1999,
the Joint Venture served  approximately 15,100 basic subscribers in these areas.
The Joint Venture does not expect to make any additional acquisitions during the
remaining term of the Joint Venture.

                  In accordance  with the partnership  agreement,  the corporate
general  partner has  implemented a plan for  liquidating  the  partnership.  In
connection with that strategy, the corporate general partner has entered into an
agreement  with a cable broker to market the Joint  Venture's  cable  systems to
third  parties.  Should the Joint Venture  receive offers from third parties for
such assets,  the corporate  general partner will prepare a proxy for submission
to the limited partners for the purpose of approving or disapproving  such sale.
Should such a sale be approved,  the corporate  general  partner will proceed to
liquidate the  partnership  and Joint Venture  following the settlement of their
final liabilities.  We can give no assurance,  however,  that we will be able to
generate a sale of the Joint Venture's cable assets.

                  A cable television system receives television,  radio and data
signals  at the  system's  "headend"  site by  means of  over-the-air  antennas,
microwave  relay systems and satellite  earth  stations.  These signals are then
modulated, amplified and distributed,  primarily through coaxial and fiber optic
distribution  systems,  to  customers  who pay a fee  for  this  service.  Cable
television systems may also originate their own television programming and other
information  services  for  distribution  through the system.  Cable  television
systems  generally  are  constructed  and  operated  pursuant  to  non-exclusive
franchises or similar licenses granted by local  governmental  authorities for a
specified term of years.

                  Our cable television  systems offer customers  various levels,
or "tiers", of cable services consisting of:

                                       -2-

<PAGE>

*    broadcast television signals of local network,  independent and educational
     stations
*    a limited  number of television  signals from  so-called  "super  stations"
     originating from distant cities, such as WGN
*    various satellite - delivered, non-broadcast channels, such as

     -   Cable News Network, or "CNN"
     -   MTV: Music Television, or "MTV"
     -   The USA Network
     -   ESPN
     -   Turner Network Television, or "TNT" and
     -   The Disney Channel

*    programming  originated  locally by the cable  television  system,  such as
     public, educational and government access programs, and
*    information  displays featuring news,  weather,  stock market and financial
     reports, and public service announcements.

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

                  A customer generally pays an initial  installation  charge and
fixed monthly fees for basic,  expanded basic, other tiers of satellite services
and premium  programming  services.  Such monthly  service fees  constitute  the
primary  source of revenues  for our cable  television  systems.  In addition to
customer revenues,  the Joint Venture's cable television systems receive revenue
from the sale of available advertising spots on advertiser-supported programming
and also offer customers home shopping  services,  which pay the Joint Venture a
share of revenues from sales of products to  customers,  in addition to paying a
separate  fee in return for  carrying  their  shopping  service.  Certain  other
channels have also offered the cable  systems  managed by Charter fees in return
for carrying their service.  Due to a general lack of channel capacity available
for  adding new  channels,  our  management  cannot  predict  the impact of such
potential payments on our business.  See Item 7.,  "Management's  Discussion and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources."

                  Charter  receives  a  management  fee  and   reimbursement  of
expenses from the corporate  general  partner for managing our cable  television
operations. See Item 11., "Executive Compensation."

                  The Chief Executive  Officer of the corporate  general partner
is Jerald L. Kent. The principal  executive  offices of the  partnership and the
general partner are located at 12444 Powerscourt Drive, Suite 100, St. Louis, MO
63131-0555  and  their  telephone  number  is  (314)  965-0555.  See  Item  10.,
"Directors and Executive Officers of the Registrant."

Business Strategy
-----------------

                  Historically,  the Joint  Venture  has  followed a  systematic
approach to acquiring,  operating and developing cable television  systems based
on the primary goal of  increasing  operating  cash flow while  maintaining  the
quality of services offered by its cable television systems. The Joint Venture's
business strategy has focused on serving small to medium-sized communities.  The
Joint  Venture  believes  that  given a similar  rate,  technical,  and  channel
capacity/utilization  profile,  our cable television  systems  generally involve
less risk of increased  competition  than systems in large urban cities.  In the
Joint  Venture's  markets,  consumers  have  access to only a limited  number of
over-the-air broadcast television signals. In addition,  these markets typically
offer fewer competing entertainment alternatives than large cities. Nonetheless,
the  Joint  Venture  believes  that all  cable  operators  will  face  increased

                                       -3-

<PAGE>

competition  in the future from  alternative  providers of  multi-channel  video
programming services. See "Competition."

                  Adoption of rules implementing certain provisions of the Cable
Television  Consumer Protection and Competition Act of 1992 by the FCC has had a
negative  impact on our  revenues  and cash  flow.  These  rules are  subject to
further  amendment to give effect to the  Telecommunications  Act of 1996. Among
other  changes,  the  Telecommunications  Act of 1996 caused the  regulation  of
certain  cable  programming  service  tier rates to terminate on March 31, 1999.
There can be no assurance as to what, if any, further action may be taken by the
FCC, Congress or any other regulatory authority or court, or their effect on our
business. See "Legislation and Regulation" and Item 7., "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

                  Clustering

                  The Joint  Venture  has  sought to  acquire  cable  television
operations  in  communities  that are  proximate  to other  owned or  affiliated
systems in order to achieve the  economies of scale and  operating  efficiencies
associated with regional  "clusters." The Joint Venture believes  clustering can
reduce marketing and personnel costs and can also reduce capital expenditures in
cases where cable service can be delivered  through a central headend  reception
facility.

                  Capital Expenditures

                  As noted in "Technological  Developments," the Joint Venture's
cable  television  systems have no available  channel capacity with which to add
new channels or to provide  pay-per-view  offerings to  customers.  As a result,
significant  amounts of capital for future upgrades will be required in order to
increase available channel capacity in those systems, improve quality of service
and facilitate the expansion of new services such as advertising,  pay-per-view,
new unregulated tiers of satellite-delivered services and home shopping, so that
those cable television systems remain competitive within the industry.

                  The  Joint  Venture's  management  has  selected  a  technical
standard that incorporates the use of fiber optic technology where applicable in
its engineering design for the majority of our cable television systems that are
to be rebuilt.  A system  built with this type of  architecture  can provide for
future channels of analog service as well as new digital services. Such a system
will also  permit the  introduction  of high  speed  data  transmission/Internet
access and telephony services in the future after incurring  incremental capital
expenditures related to these services. The Joint Venture is also evaluating the
use of digital  compression  technology  in our cable  television  systems.  See
"Technological Developments" and "Digital Compression."

                  As discussed in prior reports,  the Joint Venture  postponed a
number of rebuild and upgrade  projects  because of the  uncertainty  related to
implementation  of the 1992  Cable Act and the  negative  impact  thereof on the
Joint Venture's business and access to capital. As a result, the Joint Venture's
systems are significantly less technically advanced than had been expected prior
to the  implementation  of  reregulation.  The Joint  Venture is party to a loan
agreement with an affiliate which provides for a revolving loan facility of $1.0
million. The Joint Venture's management expects to increase borrowings under the
loan facility to meet system upgrade and other liquidity requirements. The Joint
Venture is required to upgrade its system in Campbell County,  Tennessee under a
provision  of its  franchise  agreement.  Upgrade  expenditures  are at a  total
estimated  cost of  approximately  $1,061,000.  The  upgrade  began  in 1998 and
$126,100  had been  incurred as of December 31, 1999.  The  franchise  agreement
requires  the project be completed in January  2000.  The Joint  Venture did not
meet this  requirement  although it has commenced the upgrade.  The  franchising
authority has not given any indication that it intends to take action adverse to
the Joint Venture as  a result  of the Joint  Venture's  noncompliance  with the
upgrade requirements in the franchise  agreement.  We cannot give assurance that
the  franchising  authority  will not take  action  that is adverse to the Joint
Venture.  The Joint Venture  spent  $558,600 in 1999 for plant  extensions,  new
equipment  and  system  upgrades  including  its  upgrade  in  Tennessee.   This
requirement  is expected to  negatively  impact any offers the Joint Venture may
receive for its cable television  systems.  See Note 7 of the Notes to Financial
Statements  for the Joint Venture,  "Legislation  and  Regulation"  and Item 7.,

                                       -4-

<PAGE>

"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources."

                  Decentralized Management

                  The  corporate  general  partner  manages the Joint  Venture's
cable television systems on a decentralized basis. The corporate general partner
believes that its decentralized  management  structure,  by enhancing management
presence at the system  level,  increases  its  sensitivity  to the needs of its
customers,   enhances  the   effectiveness  of  its  customer  service  efforts,
eliminates  the need for  maintaining a large  centralized  corporate  staff and
facilitates   the   maintenance  of  good  relations  with  local   governmental
authorities.

                  Marketing

                  The Joint  Venture's  marketing  strategy is to provide  added
value to increasing  levels of  subscription  services  through  "packaging." In
addition to the basic service  package,  customers in  substantially  all of the
Joint Venture's cable  television  systems may purchase  additional  unregulated
packages of satellite-delivered services and premium services. The Joint Venture
has employed a variety of targeted marketing techniques to attract new customers
by focusing on delivering  value,  choice,  convenience  and quality.  The Joint
Venture   employed  direct  mail,   radio  and  local   newspaper   advertising,
telemarketing and door-to-door selling utilizing  demographic "cluster codes" to
target specific messages to target audiences.  In some cable television systems,
the Joint Venture offers discounts to customers who purchase premium services on
a  limited  trial  basis in  order  to  encourage  a  higher  level  of  service
subscription.  The Joint Venture also has a  coordinated  strategy for retaining
customers that includes televised retention advertising to reinforce the initial
decision to subscribe and encourage customers to purchase higher service levels.

                  Customer Service and Community Relations

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

                                       -5-

<PAGE>

Description of the Joint Venture's Systems
------------------------------------------

                  The table below sets forth certain  operating  statistics  for
the Joint Venture's cable systems as of December 31, 1999.

<TABLE>
<CAPTION>
                                                                       Premium                     Average Monthly
                             Homes        Basic          Basic         Service       Premium      Revenue Per Basic
System                     Passed(1)   Subscribers   Penetration(2)   Units(3)    Penetration(4)    Subscriber(5)
------                     ------      -----------   -----------      -----       -----------       ----------
<S>                          <C>           <C>            <C>            <C>           <C>               <C>
Monticello, KY and
   Jellico, TN               21,410        14,179         66.2%          2,179         15.4%             $36.31

Pomme De Terre, MO            3,583           961         26.8%            157         16.3%             $32.50
                              -----           ---                          ---

Total                        24,993        15,140         60.6%          2,336         15.4%             $36.08
                             ======        ======                        =====
</TABLE>

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

         2 Basic subscribers as a percentage of homes passed by cable.

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

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

         5 Average monthly revenue per basic  subscriber has been computed based
on revenue for the year ended December 31, 1999.

Customer Rates and Services
---------------------------

                  The Joint Venture's cable  television  systems offer customers
packages  of  services  that  include the local area  network,  independent  and
educational  television  stations,  a limited number of television  signals from
distant cities,  numerous  satellite-delivered,  non-broadcast  channels such as
CNN, MTV, USA,  ESPN,  TNT and The Disney  Channel and certain  information  and
public access channels.  For an extra monthly charge,  the Joint Venture's cable
television systems also provide certain premium television services, such as HBO
and Showtime.  The Joint  Venture's  cable  television  systems also offer other
cable television  services to its customers.  For additional charges, in most of
its cable  television  systems,  the Joint  Venture  also rents  remote  control
devices and VCR compatible devices,  which are devices that make it easier for a
customer to tape a program from one channel while watching a program on another.

                  The  Joint  Venture's  service  options  vary  from  system to
system,  depending upon a cable system's channel capacity and viewer  interests.
Rates for services  also vary from market to market and according to the type of
services selected.

                  Under the 1992 Cable Act,  most cable  television  systems are
subject  to  rate  regulation  of  the  basic  service  tier,  the  charges  for
installation  of cable  service,  and the  rental  rates for  customer  premises
equipment  such as  converter  boxes and  remote  control  devices.  These  rate
regulation provisions affect all of the Joint Venture's cable television systems
not deemed to be subject to effective  competition  under the FCC's  definition.
Currently,  none of the Joint Venture's cable television  systems are subject to
effective competition. See "Legislation and Regulation."

                  At December 31, 1999,  the Joint  Venture's  monthly rates for
basic cable service for  residential  customers,  including  certain  discounted
rates,  ranged from $20.07 to $25.15 and its  premium  service  rate was $11.95,
excluding special promotions offered  periodically in conjunction with the Joint

                                       -6-

<PAGE>

Venture's  marketing  programs.  A one-time  installation  fee,  which the Joint
Venture may wholly or partially  waive during a promotional  period,  is usually
charged to new customers.  The Joint Venture charges commercial customers,  such
as  hotels,   motels  and  hospitals,   a  negotiated,   non-recurring  fee  for
installation  of service  and  monthly  fees  based upon a standard  discounting
procedure.  The Joint Venture offers most multi-unit dwellings a negotiated bulk
rate in exchange for single-point  billing and basic service to all units. These
rates are also subject to regulation.

Employees
---------

                  The Joint  Venture has no  employees.  The  various  personnel
required to operate the Joint  Venture's  business are employed by the corporate
general  partner,  its  subsidiary  corporation  and  Charter.  The cost of such
employment  is  allocated  and charged to the Joint  Venture  for  reimbursement
pursuant to the partnership agreement and management agreement.  Other personnel
required to operate the Joint  Venture's  business are employed by affiliates of
the  corporate  general  partner.  The cost of such  employment is allocated and
charged to the Joint Venture.  The amounts of these  reimbursable  costs are set
forth below in Item 11., "Executive Compensation."

Technological Developments
--------------------------

                  As part of its  commitment  to  customer  service,  the  Joint
Venture seeks to apply  technological  advances in the cable television industry
to its cable  television  systems  on the basis of cost  effectiveness,  capital
availability,  enhancement of product quality and service  delivery and industry
wide acceptance.  Currently, the Joint Venture's systems have an average channel
capacity of 41,  substantially  all of which are presently  utilized.  The Joint
Venture  believes  that cable  television  system  upgrades  would  enable it to
provide customers with greater programming diversity, better picture quality and
alternative communications delivery systems made possible by the introduction of
fiber  optic  technology  and by the  possible  future  application  of  digital
compression.  See  "Legislation  and  Regulation"  and  Item  7.,  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                  The use of fiber  optic  cable as an  alternative  to  coaxial
cable is playing a major role in expanding  channel  capacity and  improving the
performance  of cable  television  systems.  Fiber  optic  cable is  capable  of
carrying  hundreds  of video,  data and voice  channels  and,  accordingly,  its
utilization  is  essential to the  enhancement  of a cable  television  system's
technical  capabilities.  The Joint Venture's current policy is to utilize fiber
optic technology  where applicable in rebuild projects which it undertakes.  The
benefits of fiber optic technology over traditional  coaxial cable  distribution
plant  include lower ongoing  maintenance  and power costs and improved  picture
quality and reliability.

Digital Compression
-------------------

                  The Joint Venture has been closely monitoring  developments in
the area of digital  compression,  a technology  that enables cable operators to
increase  the  channel  capacity of cable  television  systems by  permitting  a
significantly  increased  number of video  signals to fit in a cable  television
system's existing bandwidth.  Depending on the technical  characteristics of the
existing  system,  the Joint Venture  believes that the  utilization  of digital
compression  technology  will  enable our cable  television  systems to increase
channel  capacity  in a manner  that  could,  in the  short  term,  be more cost
efficient than  rebuilding  such cable  television  systems with higher capacity
distribution  plant.  However,  the Joint Venture believes that unless the cable
television system has sufficient unused channel capacity and bandwidth,  the use
of digital compression to increase channel offerings is not a substitute for the
rebuild of the cable  television  system,  which will improve  picture  quality,
system reliability and quality of service.  The use of digital  compression will
expand the number and types of services these cable television systems offer and
enhance the development of current and future revenue  sources.  This technology
has been under frequent management review.

                                       -7-

<PAGE>

Programming
-----------

                  The Joint Venture purchases basic and premium  programming for
its systems from Charter.  In turn,  Charter charges the Joint Venture for these
costs at its costs,  which are generally  based on a fixed fee per customer or a
percentage  of the  gross  receipts  for the  particular  service.  Prior to the
acquisition of the corporate general partner,  Falcon Communications charged the
Joint  Venture for these  services  based on an  estimate of what the  corporate
general  partner  could  negotiate  for  such  programming  services  for the 15
partnerships  managed by the corporate general partner as a group (approximately
81,100 basic subscribers at December 31, 1999). Other channels have also offered
Charter and the Joint  Venture's  cable  television  systems  fees in return for
carrying their service.  Due to a lack of channel capacity  available for adding
new channels,  the Joint Venture's  management cannot predict the impact of such
potential payments on its business.  In addition,  the FCC may require that such
payments from  programmers be offset against the programming fee increases which
can be passed through to subscribers under the FCC's rate regulations. Charter's
programming  contracts  are generally for a fixed period of time and are subject
to  negotiated  renewal.  Accordingly,  no assurance  can be given that its, and
correspondingly  the Joint  Venture's  programming  costs will not  continue  to
increase  substantially  in the near future,  or that other  materially  adverse
terms will not be added to Charter's programming contracts. Management believes,
however,  that Charter's relations with its programming  suppliers generally are
good.

                  The Joint Venture's cable  programming costs have increased in
recent  years  and are  expected  to  continue  to  increase  due to  additional
programming  being provided to basic  customers,  requirements to carry channels
under  retransmission  carriage  agreements  entered into with some  programming
sources,  increased  costs to produce or purchase  cable  programming  generally
(including sports  programming),  inflationary  increases and other factors. The
1996  retransmission  carriage  agreement  negotiations  resulted  in the  Joint
Venture agreeing to carry one new service in its Monticello system, for which it
expects to receive  reimbursement  of certain  costs  related to  launching  the
service. All other negotiations were completed with essentially no change to the
previous agreements. Under the FCC's rate regulations,  increases in programming
costs for regulated cable services occurring after the earlier of March 1, 1994,
or the date a system's  basic  cable  service  became  regulated,  may be passed
through to customers. Generally,  programming costs are charged among systems on
a per customer basis.

Franchises
----------

                  Cable  television   systems  are  generally   constructed  and
operated  under   non-exclusive   franchises   granted  by  local   governmental
authorities.  These franchises  typically contain many conditions,  such as time
limitations  on  commencement  and  completion  of  construction;  conditions of
service, including number of channels, types of programming and the provision of
free service to schools and other public  institutions;  and the  maintenance of
insurance and indemnity bonds. The provisions of local franchises are subject to
federal  regulation  under the Cable  Communications  Policy Act of 1984, or the
"1984 Cable Act",  the 1992 Cable Act and the 1996  Telecommunications  Act. See
"Legislation and Regulation."

                  As of December  31, 1999,  the Joint  Venture  operated  cable
systems in 19 franchise areas. These franchises, all of which are non-exclusive,
provide for the payment of fees to the issuing authority.  Annual franchise fees
imposed  on the  Joint  Venture  systems  range up to 5% of the  gross  revenues
generated by a system. The 1984 Cable Act prohibits franchising authorities from
imposing  franchise  fees in excess of 5% of gross revenues and also permits the
cable  system  operator to seek  re-negotiation  and  modification  of franchise
requirements if warranted by changed circumstances.

                                       -8-

<PAGE>

                  The  following  table  groups  the  franchises  of  the  Joint
Venture's cable television systems by date of expiration and presents the number
of  franchises  for each  group of  franchises  and the  approximate  number and
percentage of homes  subscribing  to cable service for each group as of December
31, 1999.

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

Prior to 2001                  12              11,268          74.4%
2001 - 2005                     5               1,470           9.7%
2006 and after                  2               1,696          11.2%
                                -               -----          ----

Total                          19              14,434          95.3%
                               ==              ======          ====

                  As of December 31, 1999, the franchise agreements have expired
in 10 of the  Joint  Venture's  franchise  areas  where it serves  10,419  basic
subscribers. The Joint Venture continues to serve these customers while it is in
negotiations  to extend the franchise  agreements and continues to pay franchise
fees to the franchise  authorities.  The Joint Venture operates cable television
systems which serve multiple communities and, in some circumstances, portions of
such systems extend into  jurisdictions  for which the Joint Venture believes no
franchise  is  necessary.   In  the  aggregate,   approximately  706  customers,
comprising  approximately 4.7% of the Joint Venture's  customers,  are served by
unfranchised  portions of such systems. In certain instances,  however,  where a
single  franchise  comprises a large percentage of the customers in an operating
region,  the  loss of such  franchise  could  decrease  the  economies  of scale
achieved by the Joint Venture's clustering strategy. The Joint Venture has never
had a  franchise  revoked  for  any of its  systems  and  believes  that  it has
satisfactory   relationships   with   substantially   all  of  its   franchising
authorities.

                  The 1984  Cable  Act  provides,  among  other  things,  for an
orderly  franchise  renewal  process  in  which  franchise  renewal  will not be
unreasonably  withheld  or, if renewal is denied and the  franchising  authority
acquires  ownership of the system or effects a transfer of the system to another
person,  the operator  generally is entitled to the "fair market  value" for the
system  covered  by  such  franchise,  but no  value  may be  attributed  to the
franchise itself. In addition,  the 1984 Cable Act, as amended by the 1992 Cable
Act,  establishes   comprehensive  renewal  procedures  which  require  that  an
incumbent  franchisee's renewal application be assessed on its own merit and not
as part of a comparative process with competing  applications.  See "Legislation
and Regulation."

Competition
-----------

                  We face competition in the areas of price,  service offerings,
and service  reliability.  We compete with other providers of television signals
and  other  sources  of home  entertainment.  In  addition,  as we  expand  into
additional services such as Internet access, interactive services and telephony,
we will face competition from other providers of each type of service.

                  To date, we believe that we have not lost a significant number
of customers,  or a significant amount of revenue, to our competitors'  systems.
However, competition from other providers of the technologies we expect to offer
in the future may have a negative impact on our business in the future.

                  Through    mergers    such   as   the    recent    merger   of
Tele-Communications,  Inc. and AT&T,  customers will come to expect a variety of
services  from a single  provider.  While the  TCI/AT&T  merger has no direct or
immediate  impact  on  our  business,  it  encourages  providers  of  cable  and
telecommunications   services  to  expand  their  service  offerings.   It  also
encourages  consolidation in the cable industry as cable operators recognize the
competitive benefits of a large customer base and expanded financial resources.

                  Key competitors today include:

                  BROADCAST TELEVISION.  Cable television has long competed with
broadcast  television,  which consists of television  signals that the viewer is
able to receive  without charge using an "off-air"  antenna.  The extent of such


                                       -9-

<PAGE>


competition  is dependent  upon the quality and  quantity of  broadcast  signals
available through "off-air"  reception  compared to the services provided by the
local cable  system.  The recent  licensing of digital  spectrum by the FCC will
provide  incumbent   television  licenses  with  the  ability  to  deliver  high
definition television pictures and multiple  digital-quality program streams, as
well as advanced digital services such as subscription video.

                  DBS. Direct broadcast satellite,  known as DBS, has emerged as
significant  competition  to cable  systems.  The DBS industry has grown rapidly
over  the last  several  years,  far  exceeding  the  growth  rate of the  cable
television  industry,  and  now  serves  approximately  10  million  subscribers
nationwide. DBS service allows the subscriber to receive video services directly
via satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing  the typical  analog cable system.  DBS companies  historically  were
prohibited from retransmitting popular local broadcast programming, but a change
to  the  existing   copyright  laws  in  November  1999  eliminated  this  legal
impediment.  After an initial six-month grace period, DBS companies will need to
secure  retransmission  consent from the popular broadcast stations they wish to
carry,  and they  will  face  mandatory  carriage  obligations  of less  popular
broadcast stations as of January 2002. In response to the legislation,  DirecTV,
Inc. and EchoStar  Communications  Corporation  already have initiated  plans to
carry the major network  stations in the nation's top television  markets.  DBS,
however,  is  limited in the local  programming  it can  provide  because of the
current capacity limitations of satellite technology. It is, therefore, expected
that DBS companies  will offer local  broadcast  programming  only in the larger
U.S. markets for the foreseeable future. The same legislation  providing for DBS
carriage of local broadcast stations reduced the compulsory  copyright fees paid
by DBS companies and allows them to continue offering distant network signals to
rural customers.  America Online Inc., the nation's leading provider of Internet
services  has  recently  announced  a plan to  invest  $1.5  billion  in  Hughes
Electronics  Corp.,  DirecTV's  parent company,  and these  companies  intend to
jointly market  America  Online's  prospective  Internet  television  service to
DirecTV's DBS customers.

                  DSL. The  deployment of digital  subscriber  line  technology,
known as DSL, will allow Internet  access to  subscribers  at data  transmission
speeds greater than those of modems over conventional  telephone lines.  Several
telephone  companies and other companies are  introducing  DSL service.  The FCC
recently  released  an  order  in which it  mandated  that  incumbent  telephone
companies  grant  access to the high  frequency  portion  of the local loop over
which they provide  voice  services.  This will enable  competitive  carriers to
provide  DSL  services  over the same  telephone  lines  simultaneously  used by
incumbent telephone companies to provide basic telephone service.  However, in a
separate  order the FCC declined to mandate that incumbent  telephone  companies
unbundle their internal packet switching  functionality or related equipment for
the benefit of  competitive  carriers.  This  functionality  or equipment  could
otherwise  have been used by  competitive  carriers  directly  to provide DSL or
other high-speed broadband services.  We are unable to predict whether the FCC's
decisions  will  be  sustained  upon  administrative  or  judicial  appeal,  the
likelihood of success of the Internet  access offered by our  competitors or the
impact on our business and operations of these competitive ventures.

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

                                      -10-

<PAGE>

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

                  If we expand  our  offerings  to  include  Internet  and other
telecommunications  services,  we will be  subject  to  competition  from  other
telecommunications   providers.   The  telecommunications   industry  is  highly
competitive  and includes  competitors  with  greater  financial  and  personnel
resources, who have brand name recognition and long-standing  relationships with
regulatory  authorities.  Moreover,  mergers, joint ventures and alliances among
franchise,  wireless  or private  cable  television  operators,  local  exchange
carriers  and  others  may  result  in  providers   capable  of  offering  cable
television, Internet, and telecommunications services in direct competition with
us.

                  Several telephone companies have obtained or are seeking cable
television  franchises from local governmental  authorities and are constructing
cable  systems.  Cross-subsidization  by local  exchange  carriers  of video and
telephony  services poses a strategic  advantage over cable operators seeking to
compete with local  exchange  carriers that provide video  services.  Some local
exchange carriers may choose to make broadband services available under the open
video  regulatory  framework of the FCC. In addition,  local  exchange  carriers
provide  facilities  for the  transmission  and  distribution  of voice and data
services,  including  Internet  services,  in  competition  with our existing or
potential  interactive  services  ventures and  businesses,  including  Internet
service,  as well as data and other  non-video  services.  We cannot predict the
likelihood of success of the broadband  services  offered by our  competitors or
the impact on us of such competitive ventures.  The entry of telephone companies
as direct  competitors in the video  marketplace,  however,  is likely to become
more widespread and could adversely  affect the  profitability  and valuation of
the systems.

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

                  SMATV.  Additional  competition  is posed by satellite  master
antenna  television  systems known as "SMATV systems" serving multiple  dwelling
units,  referred  to in the cable  industry as  "MDU's",  such as  condominiums,
apartment complexes,  and private residential  communities.  These private cable
systems may enter into exclusive  agreements with such MDUs,  which may preclude
operators of franchise systems from serving residents of such private complexes.
Such private cable systems can offer both improved reception of local television
stations and many of the same  satellite-delivered  program  services  which are
offered  by cable  systems.  SMATV  systems  currently  benefit  from  operating
advantages not available to franchised cable systems, including fewer regulatory
burdens and no  requirement  to service low  density or  economically  depressed
communities.  Exemption from  regulation may provide a competitive  advantage to
certain of our current and potential competitors.

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

                                      -11-

<PAGE>

                            LEGISLATION AND REGULATION


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

                  The  operation of a cable system is  extensively  regulated by
the  FCC,  some  state  governments  and  most  local   governments.   The  1996
Telecommunications  Act has  altered  the  regulatory  structure  governing  the
nation's  communications  providers.  It removes barriers to competition in both
the cable television market and the local telephone market.  Among other things,
it also reduces the scope of cable rate  regulation  and  encourages  additional
competition  in the video  programming  industry  by  allowing  local  telephone
companies to provide video programming in their own telephone service areas.

                  The 1996  Telecommunications Act requires the FCC to undertake
a host  of  implementing  rulemakings.  Moreover,  Congress  and  the  FCC  have
frequently  revisited the subject of cable  regulation.  Future  legislative and
regulatory  changes could adversely  affect our operations,  and there have been
calls in Congress and at the FCC to maintain or even tighten cable regulation in
the absence of widespread effective competition.

                  CABLE RATE REGULATION. The 1992 Cable Act imposed an extensive
rate  regulation  regime on the cable  television  industry,  which  limited the
ability of cable companies to increase  subscriber fees. Under that regime,  all
cable  systems  are  subject to rate  regulation,  unless  they face  "effective
competition" in their local franchise area.  Federal law now defines  "effective
competition"  on  a  community-specific   basis  as  requiring  satisfaction  of
conditions rarely satisfied in the current marketplace.

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

                  As  of  December  31,  1999,  approximately  9% of  our  local
franchising  authorities  were certified to regulate basic tier rates.  The 1992
Cable Act permits communities to certify and regulate rates at any time, so that
it is possible that  additional  localities  served by the systems may choose to
certify and regulate rates in the future.

                  The FCC  historically  administered  rate  regulation of cable
programming  service tiers, which is the expanded basic programming package that
offers  services  other  than basic  programming  and which  typically  contains
satellite-delivered  programming.  As of  December  31,  1999,  we had no  cable
programming  service  tier rate  complaints  pending at the FCC.  Under the 1996
Telecommunications   Act,  however,   the  FCC's  authority  to  regulate  cable
programming  service tier rates  terminated on March 31, 1999. The FCC has taken
the position that it will still  adjudicate  pending cable  programming  service
tier complaints but will strictly limit its review,  and possible refund orders,
to the time period  predating the  termination  date.  The  elimination of cable
programming   service  tier  regulation  on  a  prospective   basis  affords  us
substantially greater pricing flexibility.

                  Under the rate regulations of the FCC, most cable systems were
required to reduce their basic service tier and cable  programming  service tier
rates in 1993 and 1994,  and have since had their rate  increases  governed by a
complicated  price cap scheme that  allows for the  recovery  of  inflation  and
certain  increased  costs,  as well as providing  some  incentive  for expanding
channel carriage.  The FCC has modified its rate adjustment regulations to allow
for annual rate  increases and to minimize  previous  problems  associated  with
regulatory lag.  Operators also have the opportunity to bypass this  "benchmark"
regulatory scheme in favor of traditional  "cost-of-service" regulation in cases
where the latter methodology appears favorable.  Cost of service regulation is a

                                      -12-

<PAGE>

traditional form of rate regulation, under which a utility is allowed to recover
its costs of providing the regulated service,  plus a reasonable profit. The FCC
and  Congress  have  provided  various  forms of rate relief for  smaller  cable
systems  owned  by  smaller  operators.  Premium  cable  services  offered  on a
per-channel  or per  program  basis  remain  unregulated.  However,  federal law
requires  that the basic  service tier be offered to all cable  subscribers  and
limits the ability of  operators  to require  purchase of any cable  programming
service  tier if a customer  seeks to  purchase  premium  services  offered on a
per-channel  or  per-program  basis,  subject to a  technology  exception  which
terminates in 2002.

                  As noted above,  FCC regulation of cable  programming  service
tier  rates  for all  systems,  regardless  of size,  terminated  under the 1996
Telecommunications  Act on March 31, 1999. As a result,  the  regulatory  regime
just  discussed is now  essentially  applicable  only to basic services tier and
cable equipment. Some legislators, however, have called for new rate regulations
if unregulated rates increase dramatically. The 1996 Telecommunications Act also
relaxes  existing  "uniform rate"  requirements  by specifying that uniform rate
requirements do not apply where the operator faces "effective  competition," and
by exempting  bulk discounts to multiple  dwelling  units,  although  complaints
about predatory pricing still may be made to the FCC.

                  CABLE    ENTRY    INTO     TELECOMMUNICATIONS.     The    1996
Telecommunications  Act creates a more favorable  environment  for us to provide
telecommunications  services beyond traditional video delivery. It provides that
no state  or local  laws or  regulations  may  prohibit  or have the  effect  of
prohibiting   any  entity  from   providing   any   interstate   or   intrastate
telecommunications  service.  A cable  operator  is  authorized  under  the 1996
Telecommunications Act to provide telecommunications  services without obtaining
a  separate  local  franchise.   States  are  authorized,   however,  to  impose
"competitively  neutral" requirements regarding universal service, public safety
and  welfare,  service  quality,  and  consumer  protection.   State  and  local
governments also retain their authority to manage the public  rights-of-way  and
may require reasonable, competitively neutral compensation for management of the
public  rights-of-way when cable operators provide  telecommunications  service.
The favorable pole  attachment  rates afforded cable operators under federal law
can be gradually  increased by utility companies owning the poles,  beginning in
2001,  if the operator  provides  telecommunications  service,  as well as cable
service,  over its plant.  The FCC recently  clarified  that a cable  operator's
favorable pole rates are not endangered by the provision of Internet access.

                  Cable  entry into  telecommunications  will be affected by the
regulatory  landscape now being developed by the FCC and state  regulators.  One
critical component of the 1996 Telecommunications Act to facilitate the entry of
new   telecommunications   providers,   including   cable   operators,   is  the
interconnection  obligation imposed on all telecommunications  carriers. In July
1997, the Eighth  Circuit Court of Appeals  vacated  certain  aspects of the FCC
initial interconnection order but most of that decision was reversed by the U.S.
Supreme Court in January 1999. The Supreme Court effectively  upheld most of the
FCC  interconnection  regulations.  Although these regulations should enable new
telecommunications  entrants to reach  viable  interconnection  agreements  with
incumbent carriers,  many issues,  including which specific network elements the
FCC can mandate that incumbent  carriers make available to  competitors,  remain
subject to  administrative and  judicial  appeal.  If the FCC's current  list of
unbundled  network elements is upheld on appeal,  it would make it easier for us
to provide telecommunications service.

                  INTERNET SERVICE.  Although there is at present no significant
federal  regulation of cable system delivery of Internet  services,  and the FCC
recently  issued  several  reports  finding  no  immediate  need to impose  such
regulation,  this situation may change as cable systems  expand their  broadband
delivery of Internet  services.  In particular,  proposals have been advanced at
the FCC and Congress  that would require  cable  operators to provide  access to
unaffiliated  Internet service providers and online service  providers.  Certain
Internet  service  providers also are attempting to use existing modes of access
that are commercially leased to gain access to cable system delivery. A petition
on this issue is now pending  before the FCC.  Finally,  some local  franchising
authorities  are  considering  the  imposition  of  mandatory   Internet  access
requirements  as part of  cable  franchise  renewals  or  transfers.  A  federal
district court in Portland,  Oregon  recently  upheld the legal ability of local
franchising authorities to impose such conditions,  but an appeal was filed with
the Ninth Circuit Court of Appeals,  oral argument has been held and the parties
are  awaiting a decision.  Other local  authorities  have  imposed or may impose
mandatory  Internet access  requirements on cable operators.  These developments

                                      -13-

<PAGE>

could,  if they become  widespread,  burden the  capacity  of cable  systems and
complicate our own plans for providing Internet service.

                  TELEPHONE  COMPANY  ENTRY  INTO  CABLE  TELEVISION.  The  1996
Telecommunications Act allows telephone companies to compete directly with cable
operators by repealing the historic telephone company/cable cross-ownership ban.
Local exchange  carriers,  including the regional telephone  companies,  can now
compete with cable  operators  both inside and outside their  telephone  service
areas with certain  regulatory  safeguards.  Because of their  resources,  local
exchange   carriers  could  be  formidable   competitors  to  traditional  cable
operators.   Various  local  exchange   carriers  already  are  providing  video
programming  services within their telephone  service areas through a variety of
distribution methods, including both the deployment of broadband wire facilities
and the use of wireless transmission.

                  Under the 1996 Telecommunications Act, local exchange carriers
or any other cable competitor providing video programming to subscribers through
broadband wire should be regulated as a traditional  cable operator,  subject to
local franchising and federal regulatory requirements, unless the local exchange
carrier or other cable  competitor  elects to deploy its  broadband  plant as an
open video  system.  To qualify for  favorable  open video  system  status,  the
competitor  must  reserve  two-thirds  of the  system's  activated  channels for
unaffiliated  entities.  The Fifth Circuit Court of Appeals  reversed certain of
the  FCC's  open  video  system  rules,   including  its   preemption  of  local
franchising.  The FCC recently  revised the  applicable  rules to eliminate this
general preemption,  thereby leaving  franchising  discretion to state and local
authorities.  It is unclear  what effect  this ruling will have on the  entities
pursuing open video system operation.

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

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

                  ADDITIONAL OWNERSHIP RESTRICTIONS. The 1996 Telecommunications
Act  eliminates  statutory  restrictions  on  broadcast/cable   cross-ownership,
including broadcast network/cable restrictions, but leaves in place existing FCC
regulations  prohibiting local  cross-ownership  between  co-located  television
stations and cable systems.

                  Under the 1992 Cable Act, the FCC adopted  rules  precluding a
cable system from devoting more than 40% of its  activated  channel  capacity to
the carriage of affiliated national video program services.  Also under the 1992
Cable Act,  the FCC has adopted  rules that  preclude  any cable  operator  from
serving  more  than 30% of all U.S.  domestic  multichannel  video  subscribers,
including  cable and  direct  broadcast  satellite  subscribers.  However,  this
provision has been stayed pending further judicial review.

                  MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains
broadcast  signal  carriage  requirements.  Broadcast  signal  carriage  is  the
transmission  of  broadcast  television  signals  over a cable  system  to cable
customers.  These  requirements,  among other  things,  allow  local  commercial
television  broadcast  stations to elect once every three  years  between  "must
carry"  status  or  "retransmission   consent"  status.  Less  popular  stations

                                      -14-

<PAGE>

typically elect must carry,  which is the broadcast signal carriage  requirement
that allows local commercial  television  broadcast  stations to require a cable
system to carry the station.  More popular  stations,  such as those  affiliated
with a national  network,  typically elect  retransmission  consent which is the
broadcast signal carriage  requirement  that allows local commercial  television
broadcast  stations to negotiate  for payments  for granting  permission  to the
cable operator to carry the stations.  Must carry requests can dilute the appeal
of a cable system's  programming  offerings  because a cable system with limited
channel capacity may be required to forego carriage of popular channels in favor
of less popular broadcast stations electing must carry.  Retransmission  consent
demands may require substantial payments or other concessions. Either option has
a potentially  adverse effect on our business.  The burden  associated with must
carry may increase substantially if broadcasters proceed with planned conversion
to digital transmission and the FCC determines that cable systems must carry all
analog and  digital  broadcasts  in their  entirety.  This burden  would  reduce
capacity  available  for more  popular  video  programming  and new internet and
telecommunication  offerings.  A rulemaking  is now pending at the FCC regarding
the imposition of dual digital and analog must carry.

                  ACCESS  CHANNELS.  Local  franchising  authorities can include
franchise provisions requiring cable operators to set aside certain channels for
public,  educational  and  governmental  access  programming.  Federal  law also
requires cable systems to designate a portion of their channel  capacity,  up to
15% in some cases, for commercial  leased access by unaffiliated  third parties.
The FCC has adopted rules  regulating the terms,  conditions and maximum rates a
cable  operator  may charge for  commercial  leased  access use. We believe that
requests for commercial leased access carriages have been relatively  limited. A
new request has been forwarded to the FCC, however, requesting that unaffiliated
Internet  service  providers be found  eligible for  commercial  leased  access.
Although we do not believe such use is in accord with the governing  statute,  a
contrary ruling could lead to substantial  leased  activity by Internet  service
providers and disrupt our own plans for Internet service.

                  ACCESS TO PROGRAMMING.  To spur the development of independent
cable  programmers and competition to incumbent cable operators,  the 1992 Cable
Act imposed  restrictions  on the dealings  between  cable  operators  and cable
programmers.  Of special  significance from a competitive  business posture, the
1992 Cable Act precludes video programmers  affiliated with cable companies from
favoring  their  cable   operators  over  new   competitors  and  requires  such
programmers to sell their programming to other multichannel video  distributors.
This provision limits the ability of vertically  integrated cable programmers to
offer exclusive programming arrangements to cable companies. There also has been
interest  expressed  in further  restricting  the  marketing  practices of cable
programmers,  including subjecting programmers who are not affiliated with cable
operators to all of the existing  program  access  requirements,  and subjecting
terrestrially   delivered   programming  to  the  program  access  requirements.
Terrestrially  delivered  programming  is  programming  delivered  other than by
satellite.  These  changes  should not have a  dramatic  impact on us, but would
limit potential competitive advantages we now enjoy.

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

                                      -15-

<PAGE>


                  OTHER   REGULATIONS  OF  THE  FCC.  In  addition  to  the  FCC
regulations  noted above,  there are other  regulations of the FCC covering such
areas as:

*      equal employment opportunity,

*      subscriber privacy,

*      programming practices, including, among other things,

         (1) syndicated program exclusivity,  which is a FCC rule which requires
             a cable  system  to  delete  particular  programming  offered  by a
             distant broadcast signal carried on the system which duplicates the
             programming  for  which  a  local  broadcast  station  has  secured
             exclusive distribution rights,

         (2) network program nonduplication,

         (3) local sports blackouts,

         (4) indecent programming,

         (5) lottery programming,

         (6) political programming,

         (7) sponsorship identification,

         (8) children's programming advertisements, and

         (9) closed captioning,

*      registration of cable systems and facilities licensing,

*      maintenance of various records and public inspection files,

*      aeronautical frequency usage,

*      lockbox availability,

*      antenna structure notification,

*      tower marking and lighting,

*      consumer protection and customer service standards,

*      technical standards,

*      consumer electronics equipment compatibility, and

*      emergency alert systems.

                  The FCC recently ruled that cable customers must be allowed to
purchase  cable  converters  from third  parties and  established  a  multi-year
phase-in during which security  functions,  which would remain in the operator's
exclusive  control,  would be unbundled from basic  converter  functions,  which
could then be satisfied by third party vendors.

                  The FCC has the authority to enforce its  regulations  through
the  imposition of  substantial  fines,  the issuance of cease and desist orders
and/or the imposition of other administrative  sanctions, such as the revocation
of FCC  licenses  needed to  operate  certain  transmission  facilities  used in
connection with cable operations.

                                      -16-

<PAGE>

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

                  Cable operators distribute locally originated  programming and
advertising  that  use  music  controlled  by  the  two  principal  major  music
performing rights organizations,  the American Society of Composers, Authors and
Publishers and Broadcast Music, Inc. The cable industry has had a long series of
negotiations and  adjudications  with both  organizations.  A prior  voluntarily
negotiated  agreement  with Broadcast  Music has now expired,  and is subject to
further  proceedings.  The governing  rate court  recently set  retroactive  and
prospective  cable industry rates for American  Society of Composers music based
on the previously  negotiated  Broadcast Music rate.  Although we cannot predict
the ultimate outcome of these industry  proceedings or the amount of any license
fees we may be required to pay for past and future use of association-controlled
music,  we do not believe such license fees will be  significant to our business
and operations.

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

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

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

                  Under the 1996 Telecommunications Act, cable operators are not
required to obtain franchises for the provision of telecommunications  services,
and local franchising authorities are prohibited from limiting,  restricting, or
conditioning  the provision of such  services.  In addition,  local  franchising
authorities  may not require a cable operator to provide any  telecommunications
service  or  facilities,   other  than  institutional   networks  under  certain
circumstances,  as a  condition  of an  initial  franchise  grant,  a  franchise
renewal, or a franchise transfer. The 1996  Telecommunications Act also provides
that franchising fees are limited to an operator's cable-related revenues and do
not  apply  to  revenues  that a  cable  operator  derives  from  providing  new
telecommunications services.

                                      -17-

<PAGE>

Item 2.           PROPERTIES

                  The Joint Venture owns or leases  parcels of real property for
signal reception sites (antenna towers and headends),  microwave  facilities and
business  offices,  and own or lease our  service  vehicles.  The Joint  Venture
believes that its properties,  both owned and leased,  are in good condition and
are suitable and adequate for our business operations.

                  The Joint Venture owns substantially all of the assets related
to our cable television operations,  including our program production equipment,
headend (towers,  antennas,  electronic equipment and satellite earth stations),
cable plant (distribution equipment,  amplifiers,  customer drops and hardware),
converters, test equipment and tools and maintenance equipment.

Item 3.           LEGAL PROCEEDINGS

                  We are  periodically  a party to  various  legal  proceedings.
These legal proceedings are ordinary and routine litigation proceedings that are
incidental  to our  business.  Except  for  the  item  noted  below,  management
believes,  based in part on the advise of outside  counsel,  that the outcome of
pending legal  proceedings  will not, in the aggregate,  have a material adverse
effect on our financial condition.

                  In the state of  Missouri,  customers  have  filed a  punitive
class action  lawsuit on behalf of all persons  residing in the state who are or
were customers of the Joint Venture's  cable  television  service,  and who have
been  charged a fee for  delinquent  payment  of their  cable  bill.  The action
challenges the legality of the processing  fee and seeks  declaratory  judgment,
injunctive relief and unspecified  damages. At present, the Joint Venture is not
able to  project  the  outcome  of the  action.  Approximately  6% of the  Joint
Venture's basic subscribers reside in Missouri where the claim has been filed.

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

                  None.

                                      -18-

<PAGE>

                                     PART II

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

Liquidity
---------

                  While our equity securities, which consist of units of limited
partnership interests, are publicly held, there is no established public trading
market  for the units  and we do not  expect  that a market  will  develop.  The
approximate number of equity security holders of record was 1,521 as of December
31, 1999. In addition to restrictions on the  transferability of units contained
in our partnership  agreement,  the  transferability of units may be affected by
restrictions on resales imposed by federal or state law.

                  Pursuant to documents  filed with the  Securities and Exchange
Commission on April 21, 1999,  Madison Liquidity  Investors 104, LLC ("Madison")
initiated a tender offer to purchase up to approximately 6.4% of the outstanding
units for $75 per unit. On May 5, 1999, we filed a  Recommendation  Statement on
Schedule  14D-9  and  distributed  a letter  to  unitholders  recommending  that
unitholders reject Madison's offer.

Distributions
-------------

                  The amended partnership  agreement generally provides that all
cash  distributions (as defined) be allocated 1% to the general partners and 99%
to the limited partners until the limited partners have received  aggregate cash
distributions equal to their original capital contributions ("Capital Payback").
The  partnership  agreement also provides that all Partnership  profits,  gains,
operational  losses, and credits (all as defined) be allocated 1% to the general
partners and 99% to the limited  partners  until the limited  partners have been
allocated  net  profits  equal to the amount of cash flow  required  for Capital
Payback.  After the  limited  partners  have  received  cash flow equal to their
initial  investments,  the general partners will only receive a 1% allocation of
cash flow from sale or liquidation  of a system until the limited  partners have
received  an annual  simple  interest  return  of at least 10% of their  initial
investments less any distributions  from previous system sales or refinancing of
systems.  Thereafter, the respective allocations will be made 20% to the general
partners  and 80% to the  limited  partners.  Any losses  from  system  sales or
exchanges  shall be allocated  first to all  partners  having  positive  capital
account  balances (based on their  respective  capital  accounts) until all such
accounts are reduced to zero and  thereafter to the corporate  general  partner.
All allocations to individual limited partners will be based on their respective
limited partnership ownership interests.

                  Upon the disposition of substantially all of the partnership's
assets,  gains shall be allocated first to the limited  partners having negative
capital  account  balances  until their capital  accounts are increased to zero,
next  equally  among the general  partners  until  their  capital  accounts  are
increased to zero, and thereafter as outlined in the preceding  paragraph.  Upon
dissolution of the partnership,  any negative capital account balances remaining
after  all  allocations  and  distributions  are  made  must  be  funded  by the
respective partners.

                  The policy of the corporate general partner (although there is
no  contractual  obligation to do so) is to cause the  partnership  to make cash
distributions  on a  quarterly  basis  throughout  the  operational  life of the
partnership,  assuming the  availability  of sufficient cash flow from the Joint
Venture  operations.  The amount of such  distributions,  if any, will vary from
quarter to quarter  depending upon the Joint Venture's results of operations and
the corporate  general partner's  determination of whether  otherwise  available
funds are needed for the Joint  Venture's  ongoing working capital and liquidity
requirements.

                  We  began  making  periodic  cash   distributions  to  limited
partners from operations in February 1988 and continued  through March 1990. The
distributions  were  funded  primarily  from   distributions   received  by  the
Partnership from the Joint Venture. No distributions were made during 1997, 1998
or 1999.

                  Our ability to pay  distributions  in the  future,  the actual
level  of any  such  distributions  and  the  continuance  of  distributions  if

                                      -19-

<PAGE>

commenced,  will  depend on a number of factors,  including:  the amount of cash
flow from operations,  projected capital expenditures,  provision for contingent
liabilities,   availability  of  bank  refinancing,  regulatory  or  legislative
developments  governing the cable television industry,  and growth in customers.
Some of these factors are beyond our control,  and consequently,  we cannot make
assurances  regarding the level or timing of future  distributions,  if any. The
Joint Venture's loan facility does not restrict the payment of  distributions to
partners by the partnership  unless an event of default exists thereunder or the
Joint  Venture's  ratio of debt to cash flow is  greater  than 4 to 1.  However,
because  management  believes  it is critical  to  conserve  cash and  borrowing
capacity to fund  anticipated  capital  expenditures,  the partnership  does not
anticipate a resumption of  distributions  to unitholders at this time. See Item
7., "Management's  Discussion and Analysis of Financial Condition and Results of
Operations."

                                      -20-

<PAGE>

Item 6.           SELECTED FINANCIAL DATA

                  Set forth below is selected  financial data of the partnership
and of the Joint Venture for the five years ended  December 31, 1999.  This data
should  be read in  conjunction  with  the  partnership's  and  Joint  Venture's
financial statements included in Item 8 hereof and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" included in Item 7.

I.  THE PARTNERSHIP

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                  -------------------------------------------------------------------------------
 OPERATIONS  STATEMENT DATA                          1995             1996             1997             1998             1999
                                                  -----------      -----------      -----------      -----------    -------------

  <S>                                           <C>              <C>              <C>              <C>              <C>
  Costs and expenses                            $    (32,000)    $    (27,100)    $    (34,400)    $    (21,800)    $    (41,400)

  Interest expense                                      (500)           ( 500)          (1,300)          (1,700)           -

  Equity in net income (loss) of
      joint venture                                 (555,100)        (311,000)         (41,100)         272,000     $    199,200
                                                  -----------      -----------      -----------      -----------    -------------
  Net income (loss)                             $   (587,600)    $   (338,600)    $    (76,800)    $    248,500     $    157,800
                                                  ===========      ===========      ===========      ===========    =============

 Per unit of limited
  partnership interest:

  Net income (loss)                             $      (9.73)    $      (5.61)    $      (1.27)    $       4.12     $       2.61
                                                  ===========      ===========      ===========      ===========    =============

 OTHER OPERATING DATA

  Net cash used in operating activities         $    (57,100)    $    (10,400)    $    (39,400)    $    (30,800)    $    (45,000)

  Net cash provided by
     investing activities                              9,000           31,500           30,000           28,500           64,000



                                                                               As of December 31,
                                                  -------------------------------------------------------------------------------
 BALANCE SHEET DATA                                  1995             1996             1997             1998             1999
                                                  -----------      -----------      -----------      -----------      -----------

  Total assets                                  $  4,663,400     $  4,326,200     $  4,245,700     $  4,486,900     $  4,641,100

  General partners' deficit                          (77,700)         (81,100)         (81,900)         (79,400)         (77,800)

  Limited partners' capital                        4,724,300        4,389,100        4,313,100        4,559,100        4,715,300

</TABLE>

                                      -21-

<PAGE>

II.  ENSTAR CABLE OF CUMBERLAND VALLEY

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                             --------------------------------------------------------------------------------------
OPERATIONS STATEMENT DATA                           1995             1996              1997             1998              1999
                                             ----------------- ---------------- ----------------- ---------------- ----------------


  <S>                                        <C>               <C>              <C>               <C>              <C>
  Revenues                                   $     6,241,700   $    6,728,900   $     7,217,900   $    7,075,400   $     6,780,200

  Costs and expenses                              (3,526,300)      (3,881,000)       (4,127,100)      (4,018,600)       (4,413,500)

  Depreciation and amortization                   (3,104,900)      (2,841,600)       (2,672,700)      (2,085,200)       (1,824,500)
                                             ----------------- ---------------- ----------------- ---------------- ----------------

  Operating income (loss)                           (389,500)           6,300           418,100          971,600           542,200

  Interest expense                                  (779,300)        (699,400)         (578,600)        (257,300)         (181,400)

  Interest income                                     58,600           71,100            78,300           45,300            37,600

  Casualty loss                                            -                -                 -         (215,600)             -
                                             ----------------- ---------------- ----------------- ---------------- ----------------

  Net income (loss)                          $    (1,110,200)  $     (622,000)  $       (82,200)  $      544,000   $       398,400
                                             ================= ================ ================= ================ ================

  Distributions paid to venturers            $        18,000   $       63,000   $        60,000   $       57,000   $       128,000
                                             ================= ================ ================= ================ ================


OTHER OPERATING DATA
  Net cash provided by
     operating activities                    $     2,045,900   $    2,750,200   $     2,939,300   $    2,890,500   $     2,162,800

  Net cash used in investing activities           (1,996,800)        (673,000)         (622,200)      (1,794,300)         (570,100)

  Net cash used in financing activities              (18,000)        (763,000)       (3,661,000)      (1,661,800)       (1,128,000)

  EBITDA (1)                                       2,715,400        2,847,900         3,090,800        3,056,800         2,366,700

  EBITDA to revenues                                  43.5%            42.3%             42.8%            43.2%             34.9%

  Total debt to EBITDA                                 2.5x             2.1x              0.8x             0.3x               -

  Capital expenditures                       $     1,975,800   $      662,100   $       610,800   $    1,768,700   $       558,600

                                                                                As of December 31,
                                             --------------------------------------------------------------------------------------
BALANCE SHEET DATA                                  1995             1996              1997             1998              1999
                                             ----------------- ---------------- ----------------- ---------------- ----------------

  Total assets                               $    17,049,700   $   15,832,600   $    12,392,100   $   11,229,800   $    10,521,800

  Total debt                                       6,767,200        6,067,200         2,600,000        1,000,000              -

  Venturers' capital                               9,273,000        8,588,000         8,445,800        8,932,800         9,203,200

----------
</TABLE>
      (1) EBITDA is  calculated  as operating  income  before  depreciation  and
amortization.  Based on our  experience in the cable  television  industry,  the
Joint Venture  believes  that EBITDA and related  measures of cash flow serve as
important  financial analysis tools for measuring and comparing cable television
companies  in  several  areas,  such as  liquidity,  operating  performance  and
leverage. In addition, the covenants in the primary debt instrument of the Joint
Venture use EBITDA-derived  calculations as a measure of financial  performance.
EBITDA is not a  measurement  determined  under  generally  accepted  accounting
principles ("GAAP")  and  does  not  represent  cash  generated  from  operating
activities  in  accordance  with  GAAP.  You should  not  consider  EBITDA as an
alternative  to net  income as an  indicator  of the Joint  Venture's  financial
performance  or as an  alternative  to cash flows as a measure of liquidity.  In
addition,  the Joint  Venture's  definition  of EBITDA may not be  identical  to
similarly titled measures used by other companies.

                                      -22-

<PAGE>

Item 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

INTRODUCTION
------------

                  The  1992  Cable  Act  required  the  Federal   Communications
Commission to, among other things,  implement extensive  regulation of the rates
charged by cable  television  systems for basic and  programming  service tiers,
installation,  and customer premises  equipment  leasing.  Compliance with those
rate  regulations  has had a negative  impact on our revenues and cash flow. The
1996 Telecommunications Act substantially changed the competitive and regulatory
environment for cable television and telecommunications service providers. Among
other  changes,  the 1996  Telecommunications  Act ended the regulation of cable
programming  service tier rates on March 31, 1999.  There can be no assurance as
to what, if any,  further action may be taken by the FCC,  Congress or any other
regulatory authority or court, or their effect on our business. Accordingly, our
historical  financial results as described below are not necessarily  indicative
of future performance.

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

                  All of our cable television  business operations are conducted
through our  participation  as a partner  with a 50% interest in Enstar Cable of
Cumberland  Valley. Our participation is equal to our affiliated partner (Enstar
Income/Growth  Program  Five-B,  L.P.) under the Joint  Venture  agreement  with
respect to capital  contributions,  obligations and commitments,  and results of
operations.  Accordingly in considering  our financial  condition and results of
operations,  consideration  must also be made of those matters as they relate to
the Joint Venture.  The following  discussion  reflects such  consideration  and
provides a separate discussion for each entity.

RESULTS OF OPERATIONS
---------------------

                  THE PARTNERSHIP

                  All of our cable television business  operations,  which began
in January 1988,  are conducted  through our  participation  as a partner in the
Joint Venture.  The Joint Venture  distributed an aggregate of $30,000,  $28,500
and $64,000 to us, representing our pro rata (i.e.,  50%) share of the cash flow
distributed  from the Joint  Venture's  operations,  during 1997, 1998 and 1999,
respectively.  We did not pay distributions to our partners during 1997, 1998 or
1999.

                  THE JOINT VENTURE

                  1999 Compared to 1998

                  The Joint  Venture's  revenues  decreased  from  $7,075,400 to
$6,780,200,  or by 4.2%,  for the year ended  December  31,  1999 as compared to
1998. Of the $295,200  decrease,  $385,700 was due to decreases in the number of
subscriptions for basic, premium, tier and equipment rental services and $34,600
was due to decreases in other revenue  producing  items  including  installation
revenue. These decreases were partially offset by an increase of $125,100 due to
increases in regulated  service rates that were implemented by the Joint Venture
in 1999.  As of December 31, 1999,  the Joint Venture had  approximately  15,100
basic subscribers and 2,300 premium service units.

                  Service costs increased from  $2,494,000 to $2,819,200,  or by
13.0%,  for the year ended December 31, 1999 as compared to 1998.  Service costs
represent costs directly  attributable to providing cable services to customers.
The increase was primarily due to increases in personnel  costs,  property taxes

                                      -23-

<PAGE>

and repair and maintenance  expenses and to decreases in the  capitalization  of
labor and overhead  costs that resulted from  replacement of storm damaged plant
in 1998 in the Joint Venture's Monticello system.

                  General and administrative expenses increased from $884,700 to
$1,015,700,  or by 14.8%,  for the year ended  December  31, 1999 as compared to
1998,  primarily  due to increases in  insurance  premiums and customer  billing
expenses.

                  Management  fees  and  reimbursed   expenses   decreased  from
$639,900  to  $578,600,  or by 9.6%,  for the year ended  December  31,  1999 as
compared to 1998.  Management  fees  decreased  in direct  relation to decreased
revenues as described  above.  Reimbursable  expenses  decreased  primarily as a
result of lower allocated personnel costs.

                  Depreciation   and   amortization   expense   decreased   from
$2,085,200 to $1,824,500,  or by 12.5%,  for the year ended December 31, 1999 as
compared to 1998, due to the effect of certain  intangible assets becoming fully
amortized.

                  Operating  income  decreased from $971,600 to $542,200,  or by
44.2%,  for the year ended December 31, 1999 as compared to 1998,  primarily due
to  decreases  in revenues and  capitalization  of labor and overhead  costs and
increases in insurance premiums as described above.

                  Interest  expense  decreased from $257,300 to $181,400,  or by
29.5%,  for the year ended December 31, 1999 as compared to 1998,  primarily due
to lower average borrowings in 1999.

                  Interest  income  decreased  from  $45,300 to  $37,600,  or by
17.0%,  for the year ended  December 31, 1999 as compared to 1998,  due to lower
average cash balances  available for  investment  and to lower average  interest
rates earned on invested funds in 1999.

                  Due to the factors  described  above,  the Joint Venture's net
income  decreased  from  $544,000 to $398,400,  or by 26.8%,  for the year ended
December 31, 1999 as compared to 1998.

                  EBITDA is calculated as operating  income before  depreciation
and  amortization.  See footnote 1 to  "Selected  Financial  Data."  EBITDA as a
percentage of revenues  decreased  from 43.2% during 1998 to 34.9% in 1999.  The
decrease was  primarily  caused by decreases in revenues and  capitalization  of
labor and overhead costs and increases in insurance premiums as described above.
EBITDA decreased from $3,056,800 to $2,366,700, or by 22.6%, as a result.

                  1998 Compared to 1997

                  The Joint  Venture's  revenues  decreased  from  $7,217,900 to
$7,075,400,  or by 2.0%,  for the year ended  December  31,  1998 as compared to
1997. Of the $142,500  decrease,  $227,300 was due to decreases in the number of
subscriptions for basic, premium, tier and equipment rental services and $15,200
was due to decreases in other revenue  producing  items  including  installation
revenue. These decreases were partially offset by an increase of $100,000 due to
increases in regulated  service rates that were implemented by the Joint Venture
in 1997.  As of December 31, 1998,  the Joint Venture had  approximately  16,200
basic subscribers and 2,800 premium service units.

                  Service costs decreased from  $2,553,400 to $2,494,000,  or by
2.3%,  for the year ended  December 31, 1998 as compared to 1997.  Service costs
represent costs directly  attributable to providing cable services to customers.
The decrease was principally due to increases in the capitalization of labor and
overhead  costs  resulting from  replacement of portions of the Joint  Venture's
Monticello, Kentucky system, which sustained storm damage in February 1998.

                  General and administrative expenses decreased from $920,800 to
$884,700,  or by 3.9%, for the year ended December 31, 1998 as compared to 1997,
primarily due to decreases in marketing and bad debt expenses.

                                      -24-

<PAGE>

                  Management  fees  and  reimbursed   expenses   decreased  from
$652,900  to  $639,900,  or by 2.0%,  for the year ended  December  31,  1998 as
compared to 1997.  Management  fees  decreased  in direct  relation to decreased
revenues as described  above.  Reimbursable  expenses  decreased  primarily as a
result of lower allocated personnel costs.

                  Depreciation   and   amortization   expense   decreased   from
$2,672,700 to $2,085,200,  or by 22.0%,  for the year ended December 31, 1998 as
compared to 1997, due to the effect of certain  tangible  assets  becoming fully
depreciated and certain intangible assets becoming fully amortized.

                  Operating  income  increased from $418,100 to $971,600 for the
year ended December 31, 1998 as compared to 1997,  primarily due to decreases in
depreciation and amortization expense.

                  Interest  expense  decreased from $578,600 to $257,300,  or by
55.5%,  for the year ended December 31, 1998 as compared to 1997,  primarily due
to lower average borrowings in 1998.

                  Interest  income  decreased  from  $78,300 to  $45,300,  or by
42.1%,  for the year ended  December 31, 1998 as compared to 1997,  due to lower
average cash balances available for investment.

                  The Joint Venture  recognized a $215,600  casualty loss during
the first  quarter of 1998 related to storm damage  sustained in its  Monticello
system.

                  Due  to  the  factors   described  above,  the  Joint  Venture
generated  net  income of  $544,000  for the year  ended  December  31,  1998 as
compared with a net loss of $82,200 for the year ended December 31, 1997.

                  EBITDA is calculated as operating  income before  depreciation
and  amortization.  See footnote 1 to  "Selected  Financial  Data."  EBITDA as a
percentage of revenues  increased  from 42.8% during 1997 to 43.2% in 1998.  The
increase  was  primarily  caused by  increases  in  capitalization  of labor and
overhead costs related to replacement of damaged assets.  EBITDA  decreased from
$3,090,800 to $3,056,800, or by 1.1%, as a result.

                  Distributions Made By The Cumberland Valley Joint Venture

                  The Joint Venture  distributed  $60,000,  $57,000 and $128,000
equally between its two partners during 1997, 1998 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

                  Our  primary  objective,  having  invested  our  net  offering
proceeds in the Joint Venture, is to distribute to our partners distributions of
cash flow received  from the Joint  Venture's  operations  and proceeds from the
sale of the Joint Venture's cable  television  systems,  if any, after providing
for expenses,  debt service and capital requirements  relating to the expansion,
improvement and upgrade of such cable television systems.

                  In accordance  with the partnership  agreement,  the corporate
general  partner has  implemented a plan for  liquidating  the  partnership.  In
connection with that strategy, the corporate general partner has entered into an
agreement  with a cable broker to market the Joint  Venture's  cable  systems to
third  parties.  Should the Joint Venture  receive offers from third parties for
such assets,  the corporate  general partner will prepare a proxy for submission
to the limited partners for the purpose of approving or disapproving  such sale.
Should such a sale be approved,  the corporate  general  partner will proceed to
liquidate the  partnership  and Joint Venture  following the settlement of their
final liabilities.  We can give no assurance,  however,  that we will be able to
generate a sale of the Joint Venture's cable assets.

                  The  Joint  Venture  relies  upon  the  availability  of  cash
generated from operations and possible  borrowings to fund its ongoing expenses,
debt service and capital requirements.  The Joint Venture is required to upgrade
its system in Campbell  County,  Tennessee  under a provision  of its  franchise
agreement.  Upgrade  expenditures  are  budgeted  at a total  estimated  cost of

                                      -25-

<PAGE>

approximately  $1,061,000.  The  upgrade  began  in 1998 and  $126,100  had been
incurred as of December 31, 1999. The franchise  agreement  requires the project
be completed by January 2000.  The Joint Venture did not meet this  requirement,
although it has commenced the upgrade.  The franchising  authority has not given
any  indication  that it intends to take action  adverse to the Joint Venture as
a result of  the Joint Venture's noncompliance with the upgrade requirements in
the  franchise  agreement.  No  assurances  can be given  that  the  franchising
authority will not take action that is adverse to the Joint  Venture.  The Joint
Venture  spent  approximately  $1,361,400  in 1998 to replace and upgrade  cable
plant in Kentucky  that  sustained  storm damage in February  1998. As discussed
below,  such losses were not covered by insurance.  The Joint Venture also spent
$432,500  in the year ended  December  31,  1999 for other  equipment  and plant
upgrades.  The Joint Venture is budgeted to spend approximately $697,300 in 2000
for plant extensions,  new equipment and system upgrades,  including its upgrade
in Tennessee.

                  The Partnership  believes that cash generated by operations of
the Joint Venture,  together with  available cash and proceeds from  borrowings,
will be adequate to fund capital expenditures,  debt service and other liquidity
requirements in 2000 and beyond.  As a result,  the Joint Venture intends to use
its cash for such purposes.

                  The Joint  Venture is party to a loan  agreement  with  Enstar
Finance Company, LLC ("EFC"), a subsidiary of the corporate general partner. The
loan  agreement  provides for a revolving  loan facility of  $9,180,952  through
November 12, 1999.  After that date,  the  commitment was reduced to $1,000,000.
The Joint Venture prepaid its outstanding  borrowings  under the facility during
1999. The Joint Venture's  management  expects to increase  borrowings under the
facility in the future for system upgrades and other liquidity requirements.

                  The Joint  Venture's  facility  matures on August 31, 2001, at
which  time  all  amounts  then  outstanding  are due in full.  Borrowings  bear
interest at the lender's  base rate (8.5% at December 31, 1999) plus 0.625%,  or
at an offshore rate plus 1.875%. Under certain circumstances,  the Joint Venture
is required to make mandatory prepayments,  which permanently reduce the maximum
commitment under the facility. The facility contains certain financial tests and
other  covenants  including,   among  others,   restrictions  on  incurrence  of
indebtedness,  investments,  sales of assets,  acquisitions and other covenants,
defaults and conditions.

                  The facility does not restrict the payment of distributions to
partners by the partnership  unless an event of default exists thereunder or the
Joint Venture's ratio of debt to cash flow is greater than 4 to 1. We believe it
is critical for the Joint  Venture to conserve  cash and  borrowing  capacity to
fund its anticipated capital expenditures.  Accordingly,  the Joint Venture does
not anticipate an increase in  distributions to the partnership in order to fund
distributions to unitholders at this time.

                  Beginning  in  August  1997,  the  corporate  general  partner
elected  to  self-insure  the  Joint  Venture's  cable  distribution  plant  and
subscriber  connections  against  property  damage as well as possible  business
interruptions caused by such damage. The decision to self-insure was made due to
significant  increases  in the cost of insurance  coverage and  decreases in the
amount of insurance coverage available.

                  In October 1998, Falcon Communications,  L.P. reinstated third
party insurance  coverage for all of the cable  television  properties  owned or
managed  by it to  cover  damage  to cable  distribution  plant  and  subscriber
connections and against business interruptions  resulting from such damage. This
coverage is subject to a significant  annual  deductible which applies to all of
the  cable   television   properties   formerly   owned  or  managed  by  Falcon
Communications,  L.P.  through  November  12,  1999,  and  currently  managed by
Charter, including those of the Joint Venture.

                  Approximately  94%  of the  Joint  Venture's  subscribers  are
served by its  system  in  Monticello,  Kentucky  and  neighboring  communities.
Significant  damage to the system due to seasonal  weather  conditions  or other
events could have a material adverse effect on the Joint Venture's liquidity and
cash flows.  In February 1998, the Joint Venture's  Monticello,  Kentucky system
sustained  damage as a result of an ice storm,  and incurred costs of $1,361,400
in 1998 to replace and upgrade the damaged system.  The Joint Venture  continues

                                      -26-

<PAGE>

to purchase  insurance  coverage in amounts its management  views as appropriate
for all other property, liability,  automobile,  workers' compensation and other
types of insurable risks.

                  We  have  not   experienced   any  system  failures  or  other
disruptions  caused by Year 2000 problems since January 1, 2000 through the date
of this  report,  and do not  anticipate  that we will  encounter  any Year 2000
problems going forward. We spent  approximately  $1,000 in the fourth quarter of
1999 to complete our preparation for the arrival of January 1, 2000 with respect
to the Year 2000 date change. Such costs will not be incurred in the future.

                  1999 vs. 1998

                  We used $14,200 more cash in operating  activities  during the
year ended  December 31, 1999 than in 1998.  Our expenses used $17,900 more cash
in 1999.  Changes  in  accounts  payable  used  $3,700  less cash in 1999 due to
differences in the timing of payments.  Cash from investing activities increased
by $35,500 due to increased distributions from the Joint Venture.

                  1998 vs. 1997

                  We used $8,600 less cash in  operating  activities  during the
year ended  December 31, 1998 than in 1997.  Our expenses used $12,200 less cash
in 1998.  Changes  in  accounts  payable  used  $3,600  more cash in 1998 due to
differences in the timing of payments.  Cash from investing activities decreased
by $1,500 due to decreased distributions from the Joint Venture.

INFLATION
---------

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

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

                  The Joint Venture is not currently exposed to financial market
risks  associated  with its  financial  instruments,  although the Joint Venture
would be  subject  to  interest  rate  risk  were it to  borrow  under  its loan
facility.

Item 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  The financial  statements  and related  financial  information
required to be filed hereunder are indexed on Page F-1.

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

                  None.

                                      -27-

<PAGE>

                                    PART III

Item 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  The general partners of the partnership may be considered, for
certain  purposes,   the  functional  equivalents  of  directors  and  executive
officers.  The corporate general partner is Enstar  Communications  Corporation,
and Robert T. Graff, Jr. is the Individual  General  Partner.  As part of Falcon
Cablevision's  September 30, 1988 acquisition of the corporate  general partner,
Falcon  Cablevision  received  an option to  acquire  Mr.  Graff's  interest  as
Individual General Partner of the partnership and other affiliated cable limited
partnerships that he previously co-sponsored with the corporate general partner,
and Mr. Graff  received the right to cause  Falcon  Cablevision  to acquire such
interests.  These  arrangements were modified and extended in an amendment dated
September 10, 1993 pursuant to which,  among other things, the corporate general
partner  obtained  the option to acquire  Mr.  Graff's  interest  in lieu of the
purchase  right  described   above  which  was  originally   granted  to  Falcon
Cablevision.  Since its  incorporation in Georgia in 1982, the corporate general
partner has been  engaged in the  cable/telecommunications  business,  both as a
general  partner  of 15 limited  partnerships  formed to own and  operate  cable
television  systems  and  through a  wholly-owned  operating  subsidiary.  As of
December 31, 1999 the corporate general partner managed cable television systems
with approximately 81,100 basic subscribers.

                  Following the acquisition of the corporate  general partner in
November 1999 by a Charter  Communications-controlled  entity, the directors and
executive  officers of the  corporate  general  partner have been changed to the
persons named below all of whom have their principal  employment in a comparable
position with Charter Communications, Inc.:


<TABLE>
<CAPTION>
NAME                          POSITION
----                          --------
<S>                           <C>
Jerald L. Kent                Director, President and Chief Executive Officer

David G. Barford              Senior Vice President of Operations - Western Division

Mary Pat Blake                Senior Vice President - Marketing and Programming

Eric A. Freesmeier            Senior Vice President - Administration

Thomas R. Jokerst             Senior Vice President - Advanced Technology Development

Kent D. Kalkwarf              Senior Vice President and Chief Financial Officer

Ralph G. Kelly                Senior Vice President - Treasurer

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

John C. Pietri                Senior Vice President - Engineering

Michael E. Riddle             Senior Vice President and Chief Information Officer

Steven A. Schumm              Executive Vice President, Assistant to the President

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

Steven E. Silva               Senior Vice President - Corporate Development and Technology

</TABLE>

                  Except for Mr. Riddle,  our executive  officers were appointed
to their position  following our formation in July 1999, and became employees of
Charter  Communications,  Inc., upon completion of our initial public  offering.
Prior to that time, they were employees of Charter  Investment,  Inc. All of our
executive  officers  simultaneously  serve in the  same  capacity  with  Charter
Investment, Inc.

JERALD L. KENT, 43 Director,  President and Chief  Executive  Officer.  Mr. Kent
co-founded  Charter  Communications  Investment,  Inc.  in  1993.  Mr.  Kent was
executive vice president and chief financial officer of Cencom Cable Associates,
Inc.  Mr.  Kent,  a certified  public  accountant,  attained the position of tax
manager  with Arthur  Andersen  LLP. Mr. Kent  received a bachelor's  degree and
M.B.A. from Washington University.

                                      -28-

<PAGE>

DAVID G. BARFORD,  41 Senior Vice  President of  Operations - Western  Division.
Prior to joining Charter  Communications  Investment,  Inc. in 1995, Mr. Barford
held various senior  marketing and operating  roles during nine years at Comcast
Cable Communications,  Inc. He received a B.A. from California State University,
Fullerton, and an M.B.A. from National University.

MARY PAT BLAKE, 44 Senior Vice President - Marketing and  Programming.  Prior to
joining Charter Communications Investment, Inc. in 1995, Ms. Blake was active in
the emerging business sector and formed Blake Investments, Inc. in 1993. She has
18 years of experience  with senior  management  responsibilities  in marketing,
sales, finance, systems, and general management.  Ms. Blake received a B.S. from
the University of Minnesota and an M.B.A. from the Harvard Business School.

ERIC A. FREESMEIER,  46 Senior Vice President - Administration.  From 1986 until
joining  Charter  Investment,  Inc. in 1998,  Mr.  Freesmeier  served in various
executive  management  positions at Edison Brothers Stores, Inc. Earlier he held
management  and executive  positions at Montgomery  Ward. Mr.  Freesmeier  holds
bachelor's  degrees  from the  University  of Iowa and a  master's  degree  from
Northwestern University's Kellogg Graduate School of Management.

THOMAS R. JOKERST, 50 Senior Vice President - Advanced  Technology  Development.
Mr. Jokerst joined Charter Investment,  Inc. in 1994.  Previously he served as a
vice president of Cable Television  Laboratories  and as a regional  director of
engineering for Continental  Cablevision.  He is a graduate of Ranken  Technical
Institute and of Southern Illinois University.

KENT D. KALKWARF, 40 Senior Vice President and Chief Financial Officer. Prior to
joining Charter Investment, Inc. in 1995, Mr. Kalkwarf was employed for 13 years
by Arthur Andersen LLP where he attained the position of senior tax manager.  He
has extensive  experience in cable,  real estate,  and international tax issues.
Mr.  Kalkwarf has a B.S. from Illinois  Wesleyan  University  and is a certified
public accountant.

RALPH G. KELLY,  43 Senior Vice President - Treasurer.  Prior to joining Charter
Investment,  Inc. in 1993, Mr. Kelly was controller and then treasurer of Cencom
Cable Associates.  He left Charter in 1994, to become chief financial officer of
CableMaxx,  Inc., and returned in 1996. Mr. Kelly received his bachelor's degree
in accounting  from the  University  of Missouri - Columbia and his M.B.A.  from
Saint Louis University.

DAVID L.  MCCALL,  44 Senior Vice  President of  Operations - Eastern  Division.
Prior to joining  Charter  Investment,  Inc. in 1995,  Mr. McCall was associated
with Crown Cable and its predecessor company, Cencom Cable Associates, Inc. from
1983 to 1994.  Earlier he was system  manager of Coaxial Cable  Developers.  Mr.
McCall  has  served  as a  director  of  the  South  Carolina  Cable  Television
Association for the past 10 years.

JOHN C. PIETRI, 50 Senior Vice President - Engineering. Prior to joining Charter
Investment, Inc. in 1998, Mr. Pietri was with Marcus Cable for eight years, most
recently serving  as  senior vice president and chief technical officer. Earlier
he was in  operations  with  West  Marc  Communications  and  Minnesota  Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.

MICHAEL E. RIDDLE, 41 Senior Vice President and Chief Information Officer. Prior
to joining Charter  Investment,  Inc. in 1999, Mr. Riddle was director,  applied
technologies  of Cox  Communications  for four  years.  Prior  to that,  he held
technical and management  positions  during four years at Southwestern  Bell and
its subsidiaries. Mr. Riddle attended Fort Hays State University.

STEVEN A. SCHUMM,  47 Executive  Vice  President and Assistant to the President.
Prior to joining  Charter  Investment,  Inc. in 1998,  Mr.  Schumm was  managing
partner of the St. Louis office of Ernst & Young LLP, where he was a partner for
14 of 24 years.  He served  as one of 10  members  of the  firm's  National  Tax
Committee. Mr. Schumm earned a B.S. degree from Saint Louis University.

CURTIS S. SHAW, 51 Senior Vice President,  General Counsel and Secretary.  Prior
to joining  Charter  Investment,  Inc. in 1997,  Mr.  Shaw  served as  corporate
counsel to NYNEX since 1988.  He has over 25 years of  experience as a corporate
lawyer,  specializing  in  mergers  and  acquisitions,  joint  ventures,  public
offerings,  financings,  and federal  securities  and  antitrust  law.  Mr. Shaw
received a B.A. from Trinity College and a J.D. from Columbia  University School
of Law.

STEVEN  E.  SILVA,  40  Senior  Vice  President  -  Corporate   Development  and
Technology.  From 1983 until joining Charter Investment, Inc. in 1995, Mr. Silva
served in various management  positions at U.S. Computer Services,  Inc. He is a
member of the board of directors of High Speed Access Corp.

                                      -29-

<PAGE>

                  The sole director of the corporate  general partner is elected
to a one-year  term at the annual  shareholder  meeting to serve  until the next
annual  shareholder  meeting and thereafter  until his  respective  successor is
elected and qualified.  Officers are appointed by and serve at the discretion of
the directors of the corporate general partner.

Item 11.          EXECUTIVE COMPENSATION

MANAGEMENT FEE
--------------

                  The partnership  has a management  agreement with Enstar Cable
Corporation,  a  wholly  owned  subsidiary  of the  corporate  general  partner,
pursuant to which Enstar Cable manages the Joint Venture's  systems and provides
all operational  support for the Joint Venture  activities.  For these services,
Enstar Cable  receives a management fee of 4% of our gross  revenues,  excluding
revenues from the sale of cable television systems or franchises, calculated and
paid monthly. In addition, the Joint Venture is required to distribute 1% of its
gross  revenues to the corporate  general  partner in respect of its interest as
the  corporate  general  partner  of the  Partnership.  In  addition,  the Joint
Venture's  reimburses  Enstar Cable for  operating  expenses  incurred by Enstar
Cable in the day-to-day operation of our cable systems. The management agreement
also requires the partnership to indemnify Enstar Cable (including its officers,
employees,  agents and shareholders) against loss or expense,  absent negligence
or deliberate breach by Enstar Cable of the management agreement. The management
agreement is terminable by the partnership upon 60 days written notice to Enstar
Cable.   Enstar  Cable  had,   prior  to  November  12,  1999,   engaged  Falcon
Communications,  L.P.  to provide  management  services  for us and paid  Falcon
Communications,   L.P.  a  portion  of  the  management   fees  it  received  in
consideration of such services and reimbursed  Falcon  Communications,  L.P. for
expenses incurred by Falcon  Communications,  L.P. on its behalf.  Subsequent to
November 12, 1999, Charter,  as  successor-by-merger  to Falcon  Communications,
L.P., has provided such services and received such payments.  Additionally,  the
Joint Venture received system operating  management  services from affiliates of
Enstar Cable in lieu of directly employing  personnel to perform those services.
The Joint Venture  reimburses the  affiliates  for its allocable  share of their
operating  costs.  The corporate  general partner also performs  supervisory and
administrative services for the partnership, for which it is reimbursed.

                  For the fiscal year ended  December  31,  1999,  Enstar  Cable
charged  the  Joint  Venture  management  fees  of  approximately  $271,200  and
reimbursed  expenses  of  $239,600.  In  addition,  the Joint  Venture  paid the
Corporate  General  Partner  approximately  $67,800 in respect of its 1% special
interest.  The Joint Venture also reimbursed affiliates  approximately  $791,200
for system operating management services. In addition, programming services were
purchased through Falcon  Communications,  L.P. and,  subsequent to November 12,
1999, through Charter. We paid Falcon  Communications and Charter  approximately
$1,383,600 for these programming services for fiscal year 1999.

PARTICIPATION IN DISTRIBUTIONS
------------------------------

                  The General  Partners are  entitled to share in  distributions
from,  and  profit  and losses in,  the  Partnership.  See Item 5,  "Market  for
Registrant's Equity Securities and Related Security Holder Matters."

                                      -30-

<PAGE>

Item 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  As of March 3, 2000, the only persons known by the Partnership
to own  beneficially or that may be deemed to own  beneficially  more than 5% of
the units were:

<TABLE>
<CAPTION>
                                                Name and Address                     Amount and Nature of         Percent
        Title of Class                         of Beneficial Owner                   Beneficial Ownership         of Class
--------------------------------     ----------------------------------------     ---------------------------    -----------
<S>                                  <C>                                                   <C>                      <C>
Units of Limited Partnership         Everest Cable Investors LLC                           3,736(1)                 6.3%
   Interest                          199 South Los Robles Ave.,
                                     Suite 440
                                     Pasadena, CA  91101
</TABLE>

(1)   As reported to the Partnership by its transfer agent, Gemisys Corporation.

                  The corporate general partner is a wholly-owned  subsidiary of
Charter  Communications  Holding Company,  LLC. Charter  Communications  Holding
Company, LLC, through a subsidiary,  owns a 100% interest in CC VII. As of March
30,  2000,  Charter   Communications   Holding  Company,  LLC  was  beneficially
controlled  by Paul G.  Allen  through  his  ownership  and  control  of Charter
Communications, Inc., Charter Investment, Inc. and Vulcan Cable III, Inc.

Item 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST
---------------------

                  On November 12,  1999,  Charter  acquired  ownership of Enstar
Communications  Corporation  from Falcon  Holding  Group,  L.P.  and assumed the
management  services  operations  of Falcon  Communications,  L.P.  Charter  now
manages  the  operations  of the  partnerships  of which  Enstar  Communications
Corporation  is  the  corporate  general  partner,  including  the  partnership.
Commencing  November 13,  1999,  Charter  began  receiving  management  fees and
reimbursed  expenses  which had  previously  been paid by the corporate  general
partner to Falcon Communications, L.P.

                  The  partnership and the Joint Venture rely upon the corporate
general  partner and certain of its  affiliates  to provide  general  management
services, system operating services, supervisory and administrative services and
programming.  See Item 11., "Executive  Compensation" and Item 7., "Management's
Discussion and Analysis of Financial  Condition and Results of Operations."  The
executive  officers  of  the  corporate  general  partner  have  their  personal
employment with Charter Communications,  Inc., and, as a result, are involved in
the  management of other cable  ventures.  Charter  expects to continue to enter
into other cable ventures.  These affiliations subject Charter and the corporate
general partner and their  management to conflicts of interest.  These conflicts
of interest  relate to the time and services that  management will devote to the
partnership's affairs.

FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE GENERAL PARTNERS
--------------------------------------------------------------------

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

                                      -31-

<PAGE>

fiduciary duty by a general partner  involving fraud,  deception or manipulation
in connection with the limited partner's purchase or sale of partnership units.

                  The partnership  agreement  provides that the general partners
will be indemnified by the  Partnership  for acts performed  within the scope of
their  authority  under the  partnership  agreement if the general  partners (i)
acted in good faith and in a manner that it reasonably believed to be in, or not
opposed to, the best interests of the Partnership and the partners, and (ii) had
no reasonable grounds to believe that their conduct was negligent.  In addition,
the partnership  agreement provides that the general partners will not be liable
to the Partnership or its limited  partners for errors in judgment or other acts
or omissions  not  amounting to negligence  or  misconduct.  Therefore,  limited
partners  will have a more  limited  right of action than they would have absent
such provisions.  In addition, the Partnership maintains,  at its expense and in
such  reasonable  amounts as the corporate  general partner shall  determine,  a
liability insurance policy which insures the corporate general partner,  Charter
and its affiliates  (which  include CC VII),  officers and directors and persons
determined by the corporate general partner,  against liabilities which they may
incur  with  respect to claims  made  against  them for  wrongful  or  allegedly
wrongful acts, including certain errors,  misstatements,  misleading statements,
omissions,  neglect or  breaches  of duty.  To the extent  that the  exculpatory
provisions purport to include  indemnification for liabilities arising under the
Securities  Act of  1933,  it is the  opinion  of the  Securities  and  Exchange
Commission that such  indemnification is contrary to public policy and therefore
unenforceable.

                                      -32-

<PAGE>

                                     PART IV


Item 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
                  8-K

(a)               1.  Financial Statements

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



(a)               2.  Financial Statement Schedules

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



(a)               3.  Exhibits

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



(b)                   Reports on Form 8-K

                      None.

                                      -33-

<PAGE>

                                   SIGNATURES

                  Pursuant  to the  requirements  of Section 13 or 15 (d) of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned,  thereunto duly authorized, on March
30, 2000.

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

                                       By:   Enstar Communications Corporation,
                                             General Partner

                                             By: /s/   Jerald L. Kent
                                                 --------------------
                                                 Jerald L. Kent
                                                 Director, President and
                                                   Chief Executive Officer

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
Registrant and in the capacities indicated on the 30th day of March 2000.

<TABLE>
<CAPTION>
      Signatures                                          Title(*)
------------------------               -----------------------------------------------------
 <S>                                     <C>
 /s/ Jerald L. Kent                      Director, President and Chief Executive Officer
 -----------------------                    (Principal Executive Officer)
 Jerald L. Kent

 /s/ Kent D. Kalkwarf                    Senior Vice President and Chief Financial Officer
 -----------------------                    (Principal Financial Officer and
 Kent D. Kalkwarf                              Principal Accounting Officer)

</TABLE>

(*)  Indicates  position(s)  held with Enstar  Communications  Corporation,  the
     Corporate General Partner of the Registrant.

                                      -34-

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS




<TABLE>
<CAPTION>
                                                                 Page
                                       -----------------------------------------------------
                                          Enstar Income/Growth          Enstar Cable of
                                          Program Five-A, L.P.         Cumberland Valley
                                       --------------------------   ------------------------

<S>                                               <C>                        <C>
Reports of Independent Auditors                   F-2                        F-10

Balance Sheets - December 31, 1998
   and 1999                                       F-3                        F-11

Financial  Statements  for each of
   the three years in the period
   ended  December 31, 1999:

     Statements of Operations                     F-4                        F-12

     Statements of Partnership/
       Venturers' Capital (Deficit)               F-5                        F-13

     Statements of Cash Flows                     F-6                        F-14

Notes to Financial Statements                     F-7                        F-15

</TABLE>

All  schedules  have been  omitted  because  they are either not  required,  not
applicable or the information has otherwise been supplied.

                                      F-1

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS




Partners
Enstar Income/Growth Program Five-A, L.P.  (A Georgia Limited Partnership)


We have audited the accompanying balance sheets of Enstar Income/Growth  Program
Five-A,  L.P. (A Georgia Limited  Partnership) as of December 31, 1998 and 1999,
and the related statements of operations,  partnership  capital  (deficit),  and
cash flows for each of the three years in the period  ended  December  31, 1999.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Enstar  Income/Growth  Program
Five-A,  L.P. at December 31, 1998 and 1999,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1999, in conformity with accounting  principles generally accepted in the United
States.



                                     /s/ ERNST & YOUNG LLP




Los Angeles, California
March 24, 2000

                                      F-2

<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                                 BALANCE SHEETS

                    =========================================




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

                                                                                          1998                1999
                                                                                    -----------------  ------------------

ASSETS:

  <S>                                                                             <C>                 <C>
  Cash                                                                            $          20,500   $           39,500

  Equity in net assets of joint venture                                                   4,466,400            4,601,600
                                                                                    -----------------   -----------------

                                                                                  $       4,486,900   $        4,641,100
                                                                                    =================   =================


                       LIABILITIES AND PARTNERSHIP CAPITAL


LIABILITIES:

  Accounts payable                                                                $           5,300   $            1,600

  Due to affiliates                                                                           1,900                2,000
                                                                                    -----------------   -----------------

        TOTAL LIABILITIES                                                                     7,200                3,600
                                                                                    -----------------   -----------------


PARTNERSHIP CAPITAL (DEFICIT):

  General partners                                                                          (79,400)             (77,800)

  Limited partners                                                                        4,559,100            4,715,300
                                                                                    -----------------   -----------------

        TOTAL PARTNERSHIP CAPITAL                                                         4,479,700            4,637,500
                                                                                    -----------------   -----------------

                                                                                  $       4,486,900   $        4,641,100
                                                                                    =================   =================
</TABLE>
                See accompanying notes to financial statements.

                                      F-3

<PAGE>

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

                            STATEMENTS OF OPERATIONS

                    =========================================

<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                                        -----------------------------------------------
                                                                            1997             1998             1999
                                                                        -------------    -------------    -------------
OPERATING EXPENSES:
  <S>                                                                <C>              <C>              <C>
  General and administrative expenses                                $       (34,400) $       (21,800) $       (41,400)
                                                                        -------------    -------------    -------------

INTEREST EXPENSE                                                              (1,300)          (1,700)           -
                                                                        -------------    -------------    -------------

        Loss before equity in net income (loss)
         of joint venture                                                    (35,700)         (23,500)         (41,400)


EQUITY IN NET INCOME (LOSS) OF JOINT VENTURE                                 (41,100)         272,000          199,200
                                                                        -------------    -------------    -------------

NET INCOME (LOSS)                                                    $       (76,800) $       248,500  $       157,800
                                                                        =============    =============    =============

Net income (loss) allocated to General Partners                      $          (800) $         2,500  $         1,600
                                                                        =============    =============    =============

Net income (loss) allocated to Limited Partners                      $       (76,000) $       246,000  $       156,200
                                                                        =============    =============    =============

NET INCOME (LOSS) PER UNIT OF LIMITED
  PARTNERSHIP INTEREST                                               $         (1.27) $          4.12  $          2.61
                                                                        =============    =============    =============

WEIGHTED AVERAGE LIMITED PARTNERSHIP
  UNITS OUTSTANDING DURING THE YEAR                                           59,766           59,766           59,766
                                                                        =============    =============    =============

</TABLE>
                See accompanying notes to financial statements.

                                      F-4

<PAGE>

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

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

                    =========================================

<TABLE>
<CAPTION>
                                                               General            Limited
                                                               Partners           Partners            Total
                                                            ---------------    ---------------    ---------------

PARTNERSHIP CAPITAL (DEFICIT),
  <S>                                                      <C>              <C>                <C>
  January 1, 1997                                          $      (81,100)  $      4,389,100   $      4,308,000

        Net loss for year                                            (800)           (76,000)           (76,800)
                                                            ---------------    ---------------    ---------------

PARTNERSHIP CAPITAL (DEFICIT),
  December 31, 1997                                               (81,900)         4,313,100          4,231,200

        Net income for year                                         2,500            246,000            248,500
                                                            ---------------    ---------------    ---------------

PARTNERSHIP CAPITAL (DEFICIT),
  December 31, 1998                                               (79,400)         4,559,100          4,479,700

        Net income for year                                         1,600            156,200            157,800
                                                            ---------------    ---------------    ---------------

PARTNERSHIP CAPITAL (DEFICIT),
  December 31, 1999                                        $      (77,800)  $      4,715,300   $      4,637,500
                                                            ===============    ===============    ===============
</TABLE>
                See accompanying notes to financial statements.

                                      F-5

<PAGE>

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

                            STATEMENTS OF CASH FLOWS

                    =========================================

<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                                        -----------------------------------------------
                                                                            1997             1998             1999
                                                                        -------------    -------------    -------------

Cash flows from operating activities:
  <S>                                                                <C>              <C>              <C>
  Net income (loss)                                                  $       (76,800) $       248,500  $       157,800
  Adjustments to reconcile net income (loss) to net cash
     used in operating activities:
       Equity in net (income) loss of joint venture                           41,100         (272,000)        (199,200)
       Decrease from changes in:
         Accounts payable and due to affiliates                               (3,700)          (7,300)          (3,600)
                                                                        -------------    -------------    -------------

             Net cash used in operating activities                           (39,400)         (30,800)         (45,000)
                                                                        -------------    -------------    -------------

Cash flows from investing activities:
  Distributions from joint venture                                            30,000           28,500           64,000
                                                                        -------------    -------------    -------------

Net increase (decrease) in cash                                               (9,400)          (2,300)          19,000

Cash at beginning of year                                                     32,200           22,800           20,500
                                                                        -------------    -------------    -------------

Cash at end of year                                                  $        22,800  $        20,500  $        39,500
                                                                        =============    =============    =============
</TABLE>
                See accompanying notes to financial statements.

                                      F-6

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

FORM OF PRESENTATION

                  Enstar Income/Growth Program Five-A, L.P. is a Georgia limited
partnership (the "Partnership") whose principal business is derived from its 50%
ownership  interest in the  operations of Enstar Cable of Cumberland  Valley,  a
Georgia general  partnership  (the "Joint  Venture").  The financial  statements
include the operations of the Partnership and its equity  ownership  interest in
the Joint Venture.  The separate  financial  statements of the Joint Venture are
included on pages F-10 to F-21 of this  report on Form 10-K,  and should be read
in conjunction with these financial statements.

                  The financial statements do not give effect to any assets that
the partners may have outside of their interest in the  Partnership,  nor to any
obligations, including income taxes, of the partners.

INVESTMENT IN JOINT VENTURE

                  The  Partnership's  investment and share of the income or loss
in a Joint Venture is accounted for on the equity method of accounting.

INCOME TAXES

                  The Partnership pays no income taxes as an entity.  All of the
income,  gains,  losses,  deductions and credits of the  Partnership  are passed
through to the general  partners  and the limited  partners.  Nominal  taxes are
assessed by certain state  jurisdictions.  The basis in the Partnership's assets
and liabilities  differs for financial and tax reporting  purposes.  At December
31, 1999,  the book basis of the  Partnership's  investment in the Joint Venture
exceeds its tax basis by $2,650,700.

                  The accompanying  financial statements,  which are prepared in
accordance  with  generally  accepted  accounting  principles,  differ  from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code. The net effect of these
accounting  differences  is that the  Partnership's  net  income for 1999 in the
financial statements is $157,800 as compared to its tax loss of $382,600 for the
same  period.  The  difference  is  principally  due to  timing  differences  in
depreciation and amortization expense reported by the Joint Venture.

EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

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

USE OF ESTIMATES

                  The  preparation  of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                      F-7

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================

NOTE 2 - PARTNERSHIP MATTERS

                  The  Partnership  was formed on  September 4, 1986 to acquire,
construct or improve,  develop,  and operate cable television systems in various
locations in the United States.  The partnership  agreement  provides for Enstar
Communications  Corporation  (the  "Corporate  General  Partner")  and Robert T.
Graff,  Jr. to be the general partners and for the admission of limited partners
through the sale of interests in the Partnership.

                  On  September  30,  1988,  Falcon  Cablevision,  a  California
limited  partnership,  purchased  all of the  outstanding  capital  stock of the
corporate  general partner.  On September 30, 1998, FHGLP acquired  ownership of
the Corporate General Partner from Falcon  Cablevision.  Simultaneously with the
closing  of  that  transaction,  FHGLP  contributed  all of its  existing  cable
television  system  operations  to  Falcon  Communications,   L.P.  ("FCLP"),  a
California  limited  partnership  and  successor  to FHGLP.  FHGLP served as the
managing  partner of FCLP,  and the general  partner of FHGLP was Falcon Holding
Group, Inc., a California  corporation  ("FHGI").  On November 12, 1999, Charter
Communications Holding Company, LLC, ("Charter"), acquired the ownership of FCLP
and the Corporate General Partner.  The Corporate  General Partner,  Charter and
affiliated  companies  are  responsible  for the  day-to-day  management  of the
Partnership and its operations.

                  The   Partnership   was  formed   with  an   initial   capital
contribution of $1,100  comprising $1,000 from the Corporate General Partner and
$100 from the initial  limited  partner.  Sale of interests  in the  Partnership
began in January  1987,  and the initial  closing took place in March 1987.  The
Partnership  continued to raise capital until $15,000,000 (the maximum) was sold
in July 1987.

                  The amended partnership  agreement generally provides that all
cash  distributions (as defined) be allocated 1% to the general partners and 99%
to the limited partners until the limited partners have received  aggregate cash
distributions equal to their original capital contributions ("Capital Payback").
The amended  partnership  agreement also provides that all partnership  profits,
gains,  operational  losses, and credits (all as defined) be allocated 1% to the
general partners and 99% to the limited partners until the limited partners have
been allocated net profits equal to the amount of cash flow required for Capital
Payback.  After the  limited  partners  have  received  cash flow equal to their
initial  investments,  the general partners will only receive a 1% allocation of
cash flow from sale or liquidation  of a system until the limited  partners have
received  an annual  simple  interest  return  of at least 10% of their  initial
investments less any distributions  from previous system sales or refinancing of
systems.  Thereafter, the respective allocations will be made 20% to the general
partners  and 80% to the  limited  partners.  Any losses  from  system  sales or
exchanges  shall be allocated  first to all  partners  having  positive  capital
account  balances (based on their  respective  capital  accounts) until all such
accounts are reduced to zero and  thereafter to the Corporate  General  Partner.
All allocations to individual limited partners will be based on their respective
limited partnership ownership interests.

                  Upon the disposition of substantially all of the Partnership's
assets,  gains shall be allocated first to the limited  partners having negative
capital  account  balances  until their capital  accounts are increased to zero,
next  equally  among the general  partners  until  their  capital  accounts  are
increased to zero, and thereafter as outlined in the preceding  paragraph.  Upon
dissolution of the Partnership,  any negative capital account balances remaining
after  all  allocations  and  distributions  are  made  must  be  funded  by the
respective partners.

                  The  Partnership's  operating  expenses and  distributions  to
partners  are  funded  primarily  from  distributions  received  from the  Joint
Venture.

                                      F-8

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                    =========================================

NOTE 2 - PARTNERSHIP MATTERS (Continued)

                  The amended  partnership  agreement  limits the amount of debt
the Partnership may incur.

NOTE 3 - EQUITY IN NET ASSETS OF JOINT VENTURE

                  The   Partnership  and  an  affiliated   partnership,   Enstar
Income/Growth Program Five-B, L.P., (collectively, the "Venturers") each own 50%
of the Joint Venture.  The Joint Venture was initially  funded  through  capital
contributions made by each Venturer during 1988 totaling $11,821,000 in cash and
$750,000 in capitalized  system  acquisition  and related  costs.  Each Venturer
shares equally in the profits and losses of the Joint Venture. The Joint Venture
incurred a loss of $82,200 in 1997 and income of $544,000  and  $398,400 in 1998
and 1999,  respectively,  of which a loss of $41,100 and income of $272,000  and
$199,200 were allocated to the Partnership in the respective years.

NOTE 4 - POTENTIAL SALE OF PARTNERSHIP ASSETS

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

NOTE 5 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

                  The  Partnership  has a management and service  agreement (the
"Agreement")  with a wholly owned  subsidiary of the Corporate  General  Partner
(the "Manager") for a monthly management fee of 5% of gross receipts as defined,
from the operations of the  Partnership.  The Partnership did not own or operate
any cable  television  operations  in 1997,  1998 or 1999 other than through its
investment in the Joint Venture. No management fees were paid by the Partnership
during 1997, 1998 and 1999.

                  The  Agreement  also  provides  that  the   Partnership   will
reimburse the Manager for direct expenses  incurred on behalf of the Partnership
and for the  Partnership's  allocable share of operational costs associated with
services  provided by the Manager.  No  reimbursable  expenses  were incurred on
behalf of the Partnership during 1997, 1998 or 1999.

NOTE 6 - COMMITMENTS

                  The Partnership,  together with Enstar  Income/Growth  Program
Five-B, L.P. has guaranteed the debt of the Joint Venture.

                                      F-9

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS





To the Venturers of
Enstar Cable of Cumberland Valley  (A Georgia General Partnership)


We have audited the  accompanying  balance  sheets of Enstar Cable of Cumberland
Valley (A Georgia General Partnership) as of December 31, 1998 and 1999, and the
related statements of operations, venturers' capital, and cash flows for each of
the  three  years  in the  period  ended  December  31,  1999.  These  financial
statements  are  the  responsibility  of the  Joint  Venture's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Enstar Cable of  Cumberland
Valley at December 31, 1998 and 1999,  and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.



                                       /s/ ERNST & YOUNG LLP



Los Angeles, California
March 24, 2000

                                      F-10


<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                                 BALANCE SHEETS

                        ==================================

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                       ---------------------------------
                                                                                            1998               1999
                                                                                       ---------------    ---------------
ASSETS:
   <S>                                                                              <C>                <C>
   Cash and cash equivalents                                                        $         515,600  $         980,300

   Accounts receivable, less allowance of $14,700 and
     $2,300 for possible losses                                                               171,700            148,600

   Prepaid expenses and other assets                                                           87,400            232,800

   Property, plant and equipment, less accumulated
     depreciation and amortization                                                          9,100,900          8,182,700

   Franchise cost, net of accumulated amortization
     of $6,785,000 and $7,130,200                                                           1,256,000            922,100

   Deferred loan costs and other deferred charges, net                                         98,200             55,300
                                                                                       ---------------    ---------------

                                                                                    $      11,229,800  $      10,521,800
                                                                                       ===============    ===============

                       LIABILITIES AND VENTURERS' CAPITAL
                       ----------------------------------

LIABILITIES:
   Accounts payable                                                                 $         659,000  $         820,300
   Due to affiliates                                                                          638,000            498,300
   Note payable - affiliate                                                                 1,000,000              -
                                                                                       ---------------    ---------------

     TOTAL LIABILITIES                                                                      2,297,000          1,318,600
                                                                                       ---------------    ---------------

COMMITMENTS AND CONTINGENCIES

VENTURERS' CAPITAL:
   Enstar Income/Growth Program Five-A, L.P.                                                4,466,400          4,601,600
   Enstar Income/Growth Program Five-B, L.P.                                                4,466,400          4,601,600
                                                                                       ---------------    ---------------

     TOTAL VENTURERS' CAPITAL                                                               8,932,800          9,203,200
                                                                                       ---------------    ---------------

                                                                                    $      11,229,800  $      10,521,800
                                                                                       ===============    ===============
</TABLE>
                See accompanying notes to financial statements.

                                      F-11

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                            STATEMENTS OF OPERATIONS

                        ==================================



<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                       ---------------------------------------------------
                                                                            1997              1998              1999
                                                                       ---------------    --------------    --------------

<S>                                                                  <C>               <C>               <C>
REVENUES                                                             $     7,217,900   $      7,075,400  $      6,780,200
                                                                       ---------------    --------------    --------------

OPERATING EXPENSES:
   Service costs                                                           2,553,400          2,494,000         2,819,200
   General and administrative expenses                                       920,800            884,700         1,015,700
   General Partner management fees
      and reimbursed expenses                                                652,900            639,900           578,600
   Depreciation and amortization                                           2,672,700          2,085,200         1,824,500
                                                                       ---------------    --------------    --------------

                                                                           6,799,800          6,103,800         6,238,000
                                                                       ---------------    --------------    --------------

      Operating income                                                       418,100            971,600           542,200
                                                                       ---------------    --------------    --------------

OTHER INCOME (EXPENSE):
   Interest expense                                                         (578,600)          (257,300)         (181,400)
   Interest income                                                            78,300             45,300            37,600
   Casualty loss                                                                   -           (215,600)            -
                                                                       ---------------    --------------    --------------

                                                                            (500,300)          (427,600)         (143,800)
                                                                       ---------------    --------------    --------------

NET INCOME (LOSS)                                                    $       (82,200)  $        544,000  $        398,400
                                                                       ===============    ==============    ==============
</TABLE>
                See accompanying notes to financial statements.

                                      F-12

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                        STATEMENTS OF VENTURERS' CAPITAL

                        ==================================


<TABLE>
<CAPTION>
                                                            Enstar Income/         Enstar Income/
                                                               Growth                 Growth
                                                               Program                Program
                                                             Five-A, L.P.           Five-B, L.P.             Total
                                                          ------------------    -------------------   -------------------

<S>                                                    <C>                   <C>                    <C>
BALANCE, January 1, 1997                               $          4,294,000  $          4,294,000   $         8,588,000

    Distributions to venturers                                      (30,000)              (30,000)              (60,000)
    Net loss for year                                               (41,100)              (41,100)              (82,200)
                                                          ------------------    -------------------   -------------------

BALANCE, December 31, 1997                                        4,222,900             4,222,900             8,445,800

    Distributions to venturers                                      (28,500)              (28,500)              (57,000)
    Net income for year                                             272,000               272,000               544,000
                                                          ------------------    -------------------   -------------------

BALANCE, December 31, 1998                                        4,466,400             4,466,400             8,932,800

    Distributions to venturers                                      (64,000)              (64,000)             (128,000)
    Net income for year                                             199,200               199,200               398,400
                                                          ------------------    -------------------   -------------------

BALANCE, December 31, 1999                             $          4,601,600  $          4,601,600   $         9,203,200
                                                          ==================    ===================   ===================
</TABLE>
                See accompanying notes to financial statements.

                                      F-13

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                            STATEMENTS OF CASH FLOWS

                        ==================================

<TABLE>
<CAPTION>
                                                                                        Year Ended December 31,
                                                                          ----------------------------------------------------
                                                                              1997               1998               1999
                                                                          --------------    ---------------    ---------------
Cash flows from operating activities:
   <S>                                                                 <C>               <C>                <C>
   Net income (loss)                                                   $         (82,200)$         544,000  $         398,400
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
       Depreciation and amortization                                           2,672,700         2,085,200          1,824,500
       Amortization of deferred loan costs                                       156,200            34,600             40,700
       Casualty loss                                                                   -           215,600             -
       Increase (decrease) from changes in:
         Accounts receivable, prepaid expenses
           and other assets                                                       23,700            60,400           (122,300)
         Accounts payable and due to affiliates                                  168,900           (49,300)            21,500
                                                                          --------------    ---------------    ---------------

               Net cash provided by operating activities                       2,939,300         2,890,500          2,162,800
                                                                          --------------    ---------------    ---------------


Cash flows from investing activities:
   Capital expenditures                                                         (610,800)       (1,768,700)          (558,600)
   Increase in intangible assets                                                 (11,400)          (25,600)           (11,500)
                                                                          --------------    ---------------    ---------------

               Net cash used in investing activities                            (622,200)       (1,794,300)          (570,100)
                                                                          --------------    ---------------    ---------------

Cash flows from financing activities:
   Distributions to venturers                                                    (60,000)          (57,000)          (128,000)
   Repayment of debt                                                          (6,067,200)                -             -
   Borrowings from affiliate                                                   2,600,000                 -             -
   Repayment of borrowings from affiliate                                              -        (1,600,000)        (1,000,000)
   Deferred loan costs                                                          (133,800)           (4,800)            -
                                                                          --------------    ---------------    ---------------

               Net cash used in financing activities                          (3,661,000)       (1,661,800)        (1,128,000)
                                                                          --------------    ---------------    ---------------

Net increase (decrease) in cash and cash equivalents                          (1,343,900)         (565,600)           464,700

Cash and cash equivalents at beginning of year                                 2,425,100         1,081,200            515,600
                                                                          --------------    ---------------    ---------------

Cash and cash equivalents at end of year                               $       1,081,200 $         515,600  $         980,300
                                                                          ==============    ===============    ===============
</TABLE>
                See accompanying notes to financial statements.

                                      F-14

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

FORM OF PRESENTATION

                  Enstar  Cable  of  Cumberland   Valley,   a  Georgia   general
partnership  (the "Joint  Venture"),  owns and operates  cable  systems in rural
areas of Kentucky, Tennessee and Missouri.

                  The financial statements do not give effect to any assets that
Enstar  Income/Growth  Program  Five-A,  L.P. and Enstar  Income/Growth  Program
Five-B,  L.P. (the  "Venturers") may have outside of their interest in the Joint
Venture, nor to any obligations, including income taxes, of the Venturers.

CASH EQUIVALENTS

                  For  purposes  of the  statements  of cash  flows,  the  Joint
Venture  considers all highly liquid debt instruments  purchased with an initial
maturity of three months or less to be cash equivalents.

                  The Joint  Venture has no cash  equivalents  at  December  31,
1999.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

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

                  Cable television systems                   5-15 years
                  Vehicles                                      3 years
                  Furniture and equipment                     5-7 years
                  Leasehold improvement                   Life of lease

                  In 1998, the Joint Venture  revised the estimated  useful life
of its  existing  plant  assets in a Tennessee  franchise  area from 15 years to
approximately 12.5 years. The Partnership  implemented the reduction as a result
of a system  upgrade that is required to be completed in 2000 as provided for in
the franchise agreement. The impact of this change in the life of the assets was
to increase depreciation expense by approximately $36,500 in 1998 and in 1999.

FRANCHISE COST

                  The excess of cost over the fair values of tangible assets and
customer  lists of cable  television  systems  acquired  represents  the cost of
franchises.  In addition,  franchise cost includes capitalized costs incurred in
obtaining new franchises and the renewal of existing franchises. These costs are
amortized  using the  straight-line  method  over the  lives of the  franchises,
ranging  up  to  15  years.  The  Joint  Venture   periodically   evaluates  the
amortization  periods of these intangible  assets to determine whether events or
circumstances  warrant  revised  estimates of useful  lives.  Costs  relating to
unsuccessful franchise applications are charged to expense when it is determined
that the  efforts  to obtain the  franchise  will not be  successful.  The Joint
Venture  is in the  process of  negotiating  the  renewal  of expired  franchise
agreements  for  10  of  the  Joint  Venture's  19  franchises,   which  include
approximately 69% of the Joint Venture's basic subscribers at December 31, 1999.

                                      F-15

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued)

DEFERRED LOAN COSTS AND OTHER DEFERRED CHARGES

                  Costs related to obtaining new loan agreements are capitalized
and  amortized  to interest  expense  over the life of the related  loan.  Other
deferred charges are amortized using the straight-line method over two years.

RECOVERABILITY OF ASSETS

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

REVENUE RECOGNITION

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

INCOME TAXES

                  As a partnership,  the Joint Venture pays no income taxes. All
of the income,  gains,  losses,  deductions and credits of the Joint Venture are
passed  through to the  Venturers.  Nominal  taxes are assessed by certain state
jurisdictions.  The basis in the Joint Venture's assets and liabilities  differs
for financial and tax reporting  purposes.  At December 31, 1999, the book basis
of the Joint Venture's net assets exceeds its tax basis by $5,301,500.

                  The accompanying  financial statements,  which are prepared in
accordance  with  generally  accepted  accounting  principles,  differ  from the
financial statements prepared for tax purposes due to the different treatment of
various items as specified in the Internal Revenue Code. The net effect of these
accounting  differences  is that the Joint  Venture's net income for 1999 in the
financial statements is $398,400 as compared to its tax loss of $682,400 for the
same  period.  The  difference  is  principally  due to  timing  differences  in
depreciation and amortization expense.

ADVERTISING COSTS

                  All advertising costs are expensed as incurred.

USE OF ESTIMATES

                  The  preparation  of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                      F-16

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued)

RECLASSIFICATIONS

                  Certain prior years amounts have been  reclassified to conform
to the 1999 presentation.

NOTE 2 - JOINT VENTURE MATTERS

                  The  Joint  Venture  was  formed  under the terms of a general
partnership  agreement (the "partnership  agreement") effective January 11, 1988
between  Enstar  Income/Growth  Program  Five-A,  L.P. and Enstar  Income/Growth
Program Five-B,  L.P.,  which are two limited  partnerships  sponsored by Enstar
Communications  Corporation (the "Corporate General Partner"). The Joint Venture
was formed to pool the  resources  of the two limited  partnerships  to acquire,
own, operate and dispose of certain cable television systems.

                  On  September  30,  1988,  Falcon  Cablevision,  a  California
limited  partnership,  purchased  all of the  outstanding  capital  stock of the
Corporate  General Partner.  On September 30, 1998, FHGLP acquired  ownership of
the Corporate General Partner from Falcon  Cablevision.  Simultaneously with the
closing  of  that  transaction,  FHGLP  contributed  all of its  existing  cable
television  system  operations  to  Falcon  Communications,   L.P.  ("FCLP"),  a
California  limited  partnership  and  successor  to FHGLP.  FHGLP served as the
managing  partner of FCLP,  and the general  partner of FHGLP was Falcon Holding
Group, Inc., a California  corporation  ("FHGI").  On November 12, 1999, Charter
Communications Holding Company, LLC, ("Charter"), acquired the ownership of FCLP
and the Corporate General Partner.  The Corporate  General Partner,  Charter and
affiliated companies are responsible for the day-to-day  management of the Joint
Venture and its operations.

                  Under the terms of the  partnership  agreement,  the Venturers
share equally in profits, losses, allocations and assets. Capital contributions,
as required, are also made equally.

NOTE 3 - POTENTIAL SALE OF JOINT VENTURE ASSETS

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

                                      F-17

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment consist of:
                                                           December 31,
                                            ------------------------------------
                                                  1998                1999
                                            ----------------    ----------------

Cable television systems                 $       20,442,000  $       20,846,400
Vehicles, furniture and equipment and
     leasehold improvements                         713,300             835,600
                                            ----------------    ----------------

                                                 21,155,300          21,682,000

Less accumulated depreciation
     and amortization                           (12,054,400)        (13,499,300)
                                            ----------------    ----------------

                                         $        9,100,900  $        8,182,700
                                            ================    ================

NOTE 5 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The following  methods and  assumptions  were used to estimate
the  fair  value  of  each  class  of  financial  instruments  for  which  it is
practicable to estimate that value:

Cash and Cash Equivalents

                  The carrying amount  approximates  fair value due to the short
maturity of these instruments.

Notes Payable - Affiliate

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

NOTE 6 - NOTE PAYABLE - AFFILIATE

                  The Joint  Venture is party to a loan  agreement  with  Enstar
Finance Company, LLC ("EFC"), a subsidiary of the Corporate General Partner. The
loan  agreement  provides  for a  revolving  loan  facility of  $9,181,000  (the
"Facility").  The Joint  Venture  repaid  its  outstanding  borrowings  in 1999,
although the Joint Venture may reborrow under the Facility in the future for the
upgrade of its systems. On November 12, 1999, in connection with the sale of the
Corporate General Partner to Charter, the Facility was reduced to $1,000,000.

                  The Joint  Venture's  Facility  matures on August 31, 2001, at
which  time  all  amounts  then  outstanding  are due in full.  Borrowings  bear
interest at the lender's  base rate (8.5% at December 31, 1999) plus 0.625%,  or
at an offshore rate plus 1.875%. Under certain circumstances,  the Joint Venture
is required to make mandatory prepayments,  which permanently reduce the maximum
commitment   under   the  Facility.    Borrowings   under   the   Facility   are
collateralized  by  substantially   all  assets  of  the  Joint   Venture    and
are guaranteed  by the  Venturers.  The Facility  contains   certain   financial
tests   and  other  covenants   including,   among   others,   restrictions   on
incurrence of  indebtedness,investments, sales of assets, acquisitions and other

                                      F-18

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================


NOTE 6 - NOTE PAYABLE - AFFILIATE (Continued)

covenants,  defaults and conditions.  The Facility does not restrict the payment
of  distributions  to  partners  by the  Partnership  unless an event of default
exists  thereunder or the Joint  Venture's ratio of debt to cash flow is greater
than 4 to 1. The  Corporate  General  Partner  believes the Joint Venture was in
compliance with the convenants at December 31, 1999.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

                  The Joint Venture leases  buildings and tower sites associated
with the systems under operating leases expiring in various years through 2002.

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

Year                                                           Amount
                                                          -----------------

2000                                                   $         18,500
2001                                                             18,400
2002                                                             10,600
                                                          -----------------

                                                       $         47,500
                                                          =================

                  Rentals,  other  than  pole  rentals,  charged  to  operations
approximated $52,100,  $50,100 and $48,600 in 1997, 1998 and 1999, respectively,
while pole rental expense approximated $105,100,  $115,400 and $114,900 in 1997,
1998 and 1999, respectively.

                  Other commitments include  approximately  $935,000 at December
31,  1999 to  complete  the  upgrade  of the Joint  Venture's  Campbell  County,
Tennessee system. The Joint Venture's  franchise  agreement with Campbell County
requires the upgrade to have been  completed by January 2000.  The Joint Venture
did not meet this  requirement,  although  it has  commenced  the  upgrade.  The
franchising  authority  has not given any  indication  that it  intends  to take
action  adverse  to  the  Joint  Venture  as a  result  of the  Joint  Venture's
noncompliance with the upgrade requirement in the franchise agreement. There can
be no assurance,  however,  that the franchising  authority will not take action
that is  adverse  to the  Joint  Venture.  In the  event  that  the  franchising
authority  exercises  its right to terminate  the  franchise as a result of this
noncompliance,  an event of default  may be declared  under the Joint  Venture's
Facility with EFC, which would require the Joint Venture to identify alternative
sources of financing.

                  The Joint Venture is subject to regulation by various federal,
state and local government  entities.  The Cable Television  Consumer Protection
and  Competition  Act of 1992 (the "1992 Cable Act")  provides for,  among other
things,  federal and local  regulation of rates charged for basic cable service,
cable  programming  service  tiers  ("CPSTs")  and  equipment  and  installation
services.  Regulations  issued in 1993 and significantly  amended in 1994 by the
Federal  Communications  Commission  (the "FCC") have resulted in changes in the
rates charged for the Joint Venture's cable services. The Joint Venture believes
that compliance with the 1992 Cable Act has had a significant negative impact on
its  operations  and cash  flow.  It also  believes  that any  potential  future
liabilities  for refund claims or other  related  actions would not be material.
The  Telecommunications Act of 1996 (the "1996 Telecom Act") was signed into law
on February 8, 1996. As it pertains to cable  television,  the 1996 Telecom Act,
among other  things,  (i) ends the  regulation  of certain  CPSTs in 1999;  (ii)
expands  the  definition  of  effective  competition,  the  existence  of  which

                                      F-19

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

displaces  rate  regulation;   (iii)  eliminates  the  restriction  against  the
ownership  and operation of cable  systems by telephone  companies  within their
local  exchange  service  areas;  and  (iv)  liberalizes  certain  of the  FCC's
cross-ownership restrictions.

                  Beginning  in  August  1997,  the  Corporate  General  Partner
elected  to  self-insure  the  Joint  Venture's  cable  distribution  plant  and
subscriber  connections  against  property  damage as well as possible  business
interruptions caused by such damage. The decision to self-insure was made due to
significant  increases  in the cost of insurance  coverage and  decreases in the
amount of insurance coverage available.

                  In  October  1998,  FCLP  reinstated   third  party  insurance
coverage for all of the cable television  properties owned or managed by FCLP to
cover damage to cable distribution plant and subscriber  connections and against
business interruptions resulting from such damage. This coverage is subject to a
significant  annual  deductible  which  applies  to all of the cable  television
properties  formerly  owned or managed by FCLP through  November  12, 1999,  and
currently managed by Charter.

                  Approximately  94%  of the  Joint  Venture's  subscribers  are
served by its  system  in  Monticello,  Kentucky  and  neighboring  communities.
Significant  damage to the system due to seasonal  weather  conditions  or other
events could have a material adverse effect on the Joint Venture's liquidity and
cash flows.  The Joint  Venture's  Monticello,  Kentucky cable system  sustained
damage  due to an ice storm on  February  3,  1998.  The cost of  replacing  and
upgrading the damaged assets  amounted to  approximately  $1,361,400 in 1998 and
resulted  in a casualty  loss of  $215,600.  The cost of repairs was funded from
available cash reserves and operating cash flow. The Joint Venture  continues to
purchase  insurance  coverage in amounts its management views as appropriate for
all other property, liability, automobile, workers' compensation and other types
of insurable risks.

                  In the state of  Missouri,  customers  have  filed a  punitive
class action  lawsuit on behalf of all persons  residing in the state who are or
were customers of the Joint Venture's  cable  television  service,  and who have
been  charged a fee for  delinquent  payment  of their  cable  bill.  The action
challenges the legality of the processing  fee and seeks  declaratory  judgment,
injunctive relief and unspecified  damages. At present, the Joint Venture is not
able to  project  the  outcome  of the  action.  Approximately  6% of the  Joint
Venture's basic subscribers reside in Missouri where the claim was filed.

NOTE 8 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

                  The Joint Venture has a management and service  agreement (the
"Agreement")  with a wholly owned  subsidiary of the Corporate  General  Partner
(the  "Manager")  for a  monthly  management  fee of 4% of  gross  receipts,  as
defined,  from the  operations  of the Joint  Venture.  Management  fee  expense
approximated   $288,700,   $283,000  and  $271,200  in  1997,   1998  and  1999,
respectively. In addition, the Joint Venture is required to distribute 1% of its
gross  revenues to the Corporate  General  Partner in respect of its interest as
the  Corporate  General  Partner.  This fee  approximated  $72,200,  $70,800 and
$67,800 in 1997, 1998 and 1999, respectively.

                  The Joint  Venture  also  reimburses  the  Manager  for direct
expenses incurred on behalf of the Joint Venture and for the Venture's allocable
share of operational costs associated with services provided by the Manager. All
cable  television  properties  managed by the Corporate  General Partner and its
subsidiaries  are charged a proportionate  share of these expenses.  Charter and
its affiliates provide management  services for the Venture.  Such services were
provided by FCLP and its affiliates prior to November 12, 1999. Corporate office
allocations and district  office  expenses are charged to the properties  served

                                      F-20

<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                        ==================================


NOTE 8 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (Continued)

based primarily on the respective  percentage of basic customers or homes passed
(dwelling units within a system) within the designated  service areas. The total
amounts charged to the Joint Venture for these services  approximated  $292,000,
$286,100 and $239,600 during 1997, 1998 and 1999, respectively.

                  The Joint  Venture  also  receives  certain  system  operating
management services from affiliates of the Corporate General Partner in addition
to the  Manager,  due to the fact  that  there  are no such  employees  directly
employed by the Joint Venture.  The Joint Venture  reimburses the affiliates for
the Joint Venture's  allocable share of the affiliates'  operational  costs. The
total amount charged to the Joint Venture for these costs approximated $565,000,
$664,600 and $791,200 in 1997, 1998 and 1999, respectively. No management fee is
payable to the  affiliates by the Joint Venture and there is no  duplication  of
reimbursed expenses and costs paid to the Manager.

                  Substantially  all  programming  services  had been  purchased
through FCLP, and since November 12, 1999, have been purchased  through Charter.
FCLP charged the Joint  Venture for these costs based on an estimate of what the
Corporate General Partner could negotiate for such programming  services for the
15 partnerships  managed by the Corporate  General  Partner as a group.  Charter
charges the Joint Venture for these costs based on its costs.  The Joint Venture
recorded  programming  fee expense of  $1,332,100,  $1,376,700 and $1,383,600 in
1997,  1998, and 1999,  respectively.  Programming  fees are included in service
costs in the statements of operations.

                  In the  normal  course of  business,  the Joint  Venture  paid
interest  and  principal to EFC when there were  amounts  outstanding  under the
Facility  and pays a  commitment  fee to EFC on the  unborrowed  portion  of its
Facility.

NOTE 9 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

                  Cash paid for  interest  amounted to  $547,900,  $265,900  and
$197,400 in 1997, 1998 and 1999, respectively.

                                      F-21

<PAGE>


                                  EXHIBIT INDEX

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

3        Second Amended and Restated Agreement of Limited  Partnership of Enstar
         Income/Growth Program Five-A, L.P., dated as of August 1, 1988(2)

10.1     Amended  and  Restated   Partnership   Agreement  of  Enstar  Cable  of
         Cumberland Valley, dated as of April 28, 1988(2)

10.2     Management Agreement between Enstar Income/Growth Program Five-A, L.P.,
         and Enstar Cable Corporation(1)

10.3     Management  Agreement  between  Enstar Cable of  Cumberland  Valley and
         Enstar Cable Corporation, as amended(2)

10.4     Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  system franchise for the
         City of Cumberland, Kentucky(1)

10.5     Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  system franchise for the
         City of Greensboro, Kentucky(1)

10.6     Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  system franchise for the
         City of Jellico, Tennessee(1)

10.7     Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  system franchise for the
         City of Liberty, Kentucky(1)

10.8     Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  system franchise for the
         City of Monticello, Kentucky(1)

10.9     Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community  antenna  television  system franchise for the
         City of Russell Springs, Kentucky(1)

10.10    Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive   community  antenna   television  system  franchise  for
         McCreary County, Kentucky(1)

10.11    Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive community antenna television system franchise for Whitley
         County, Kentucky(1)

10.12    Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive   community  antenna   television  system  franchise  for
         Campbell County, Tennessee(1)

10.13    Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive community antenna television system franchise for Russell
         County, Kentucky(2)

10.14    Franchise   ordinance  and  related   documents   thereto   granting  a
         non-exclusive  community antenna  television system franchise for Wayne
         County, Kentucky(2)

10.15    Service Agreement  between Enstar  Communications  Corporation,  Enstar
         Cable Corporation and Falcon Holding Group, Inc. dated as of October 1,
         1988(3)

10.16    Amendment No. 2 to Revolving Credit and Term Loan Agreement dated April
         29, 1988  between  Enstar Cable of  Cumberland  Valley and Rhode Island
         Hospital Trust National Bank, dated March 26, 1990.(4)

10.17    Amendment No. 3 to Revolving Credit and Term Loan Agreement dated April
         29, 1988  between  Enstar Cable of  Cumberland  Valley and Rhode Island
         Hospital Trust National Bank, dated December 27, 1990.(4)

                                      E-1

<PAGE>


                                  EXHIBIT INDEX

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

10.18    Amendment No. 4 to Revolving Credit and Term Loan Agreement dated April
         29, 1988  between  Enstar Cable of  Cumberland  Valley and Rhode Island
         Hospital Trust National Bank, dated March 25, 1992.(5)

10.19    Amendment No. 5 to Revolving Credit and Term Loan Agreement dated April
         29, 1988  between  Enstar Cable of  Cumberland  Valley and Rhode Island
         Hospital Trust National Bank, dated February 16, 1993.(6)

10.20    Amendment No. 6 to Revolving Credit and Term Loan Agreement dated April
         29, 1988  between  Enstar Cable of  Cumberland  Valley and Rhode Island
         Hospital Trust National Bank, dated March 23, 1993.(6)

10.21    Asset  Purchase  Agreement and related  documents by and between Enstar
         Cable of Cumberland Valley and W.K.  Communications,  Inc., dated as of
         April 23, 1993.(6)

10.22    Loan  Agreement   between   Enstar  Cable  of  Cumberland   Valley  and
         Kansallis-Osake-Pankki dated December 9, 1993.(8)


10.23    Amendment to Loan Agreement dated December 9, 1993 between Enstar Cable
         of  Cumberland  Valley and Merita Bank Ltd.,  Successor  in Interest to
         Kansallis-Osake-Pankki, dated December 15, 1995.(9)

10.24    First amendment to the second amended and restated agreement of Limited
         Partnership of Enstar Income/Growth  Program Five-A, L.P., dated August
         26, 1997.(9)

10.25    Loan  Agreement  between  Enstar Cable of Cumberland  Valley and Enstar
         Finance Company, LLC dated September 30, 1997.(9)

10.26    Amendment No. 1 to the Loan Agreement  dated September 30, 1997 between
         Enstar Cable of Cumberland Valley and Enstar Finance Company, LLC dated
         September 30, 1997. (10)

10.27    Franchise   Agreement   granting  a  non-exclusive   community  antenna
         television system franchise for Campbell County, Tennessee. (10)

10.28    Resolution  No.  97120901  of the  fiscal  court  of  McCreary  County,
         Kentucky  extending the Cable  Television  Franchise of Enstar Cable of
         Cumberland. Adopted December 9, 1997. (10)

21.1     Subsidiaries: Enstar Cable of Cumberland Valley.

27.1     Financial Data Schedule.

                                      E-2

<PAGE>

                                  EXHIBIT INDEX



                               FOOTNOTE REFERENCES

(1)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1987.

(2)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1988.

(3)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1989.

(4)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1990.

(5)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1991.

(6)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No.  0-16779 for the quarter ended March 31,
         1993.

(7)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1993.

(8)      Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1995.

(9)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q,  File No. 0-16779 for the quarter ended  September
         30, 1997.

(10)     Incorporated  by reference to the exhibits to the  Registrant's  Annual
         Report  on Form  10-K,  File No.  0-16779  for the  fiscal  year  ended
         December 31, 1997.

                                      E-3