<PAGE>

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

                       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, 2001

                                       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: 000-16779

                    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)

               12405 Powerscourt Drive
                 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>


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

                          2001 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                     PART I                                                     Page
                                                                                                ----
<S>                                                                                             <C>
Item 1.      Business........................................................................     3
Item 2.      Properties......................................................................    17
Item 3.      Legal Proceedings...............................................................    17
Item 4.      Submission of Matters to a Vote of Security Holders.............................    17

                                     PART II

Item 5.      Market for the Registrant's Equity Securities and Related Security Holder
             Matters.........................................................................    18
Item 6.      Selected Financial Data.........................................................    19
Item 7.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations...........................................................    21
Item 7A.     Quantitative and Qualitative Disclosures about Market Risk......................    27
Item 8.      Financial Statements and Supplementary Data.....................................    27
Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure........................................................    27

                                    PART III

Item 10.     Directors and Executive Officers of the Registrant..............................    28
Item 11.     Executive Compensation..........................................................    31
Item 12.     Security Ownership of Certain Beneficial Owners and Management..................    32
Item 13.     Certain Relationships and Related Transactions..................................    32

                                     PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K................    35
Signatures   ................................................................................    36
</TABLE>

This Annual Report on Form 10-K is for the year ended December 31, 2001. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. In addition, information that we file with the Securities and Exchange
Commission in the future will automatically update and supersede information
contained in this Annual Report. In this Annual Report, "we," "us," and "our"
refers to Enstar Income/Growth Program Five-A, L.P.


                                      -2-
<PAGE>

                                     PART I

Item 1. BUSINESS

Introduction

      Enstar Income/Growth Program Five-A, L.P., a Georgia limited partnership
(the "Partnership"), is engaged in the ownership and operation of cable
television systems serving approximately 14,000 basic customers at December 31,
2001 in and around the cities of Greensburg, Russell Springs, Liberty,
Monticello, and Cumberland, Kentucky, Jellico and Campbell County, Tennessee and
Wheatland, Missouri.

      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 General Partners of the Partnership are Enstar Communications
Corporation ("ECC"), a Georgia corporation (the "Corporate General Partner") and
Robert T. Graff, Jr. (the "Individual General Partner"). 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 14 Limited
Partnerships formed to own and operate cable television systems and through a
wholly-owned operating subsidiary. As of December 31, 2001, the Corporate
General Partner managed cable television systems serving approximately 68,500
basic customers. On November 12, 1999, the Corporate General Partner became an
indirect controlled subsidiary of Charter Communications, Inc. ("Charter"), the
nation's fourth largest cable operator, serving approximately seven million
customers. The Corporate General Partner is responsible for day-to-day
management of the Partnership and its operations. Charter and its affiliates
provide management and other services to the Partnership, for which they receive
a management fee and reimbursement of expenses. The principal executive offices
of the Partnership and the Corporate General Partner are located at 12405
Powerscourt Drive, St. Louis, MO 63131-0555 and their telephone number is (314)
965-0555.

Proposed Sale of Assets

      In 1999, the Corporate General Partner sought purchasers for all of the
cable television systems of the Partnership, as well as 13 other, affiliated
limited partnership cable operators of which the Corporate General Partner is
also the general partner. This effort was undertaken primarily because, based on
the Corporate General Partner's experience in the cable television industry, it
was concluded that generally applicable market conditions and competitive
factors were making (and would increasingly make) it extremely difficult for
smaller operators of rural cable systems (such as the Partnership and the other
affiliated partnerships) to effectively compete and be financially successful.
This determination was based on the anticipated cost of electronics and
additional equipment to enable the Joint Venture's systems to operate on a
two-way basis with improved technical capacity, insufficiency of Joint Venture
cash reserves and cash flows from operations to finance such expenditures,
limited customer growth potential due to the Joint Venture's systems' rural
location, and a general inability of a small cable system operator such as the
Joint Venture to benefit from economies of scale and the ability to combine and
integrate systems that large cable operators have. Although, certain limited
upgrades have been made, the Corporate General Partner projected that if the
Joint Venture made the additional comprehensive upgrades deemed necessary, the
Joint Venture would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.


                                      -3-
<PAGE>

      As a result of marketing efforts using an independent broker experienced
in the sale of cable systems, the Joint Venture, together with certain
affiliated partnerships for which the Corporate General Partner also served as a
General Partner, entered into a purchase and sale agreement, dated as of August
8, 2000, as amended September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The
Gans Agreement provided for Gans to acquire the Joint Venture's Monticello,
Kentucky and Pomme de Terre, Missouri systems, as well as certain assets of the
other Gans Selling Partnerships. Following a series of discussions and meetings,
the Joint Venture together with certain affiliated partnerships, and Gans
determined that they were not able to agree on certain further amendments to the
Gans Agreement required to satisfy conditions precedent to close the
transactions. In light of these conditions and existing economic and financial
market conditions, and their impact of Gans' inability to arrange financing in
order to close the acquisitions, on April 18, 2001, the parties agreed to
terminate the Gans Agreement.

      Following termination of the Gans Agreement, the broker once again
attempted to market the Joint Venture's systems. At the time of this filing,
there is no definitive agreement to sell any of the systems and the broker
continues to market the systems on behalf of the Joint Venture.

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, 2001:

<TABLE>
<CAPTION>
                                                                                                                    Average
                                                                                                                    Monthly
                                                                               Premium                              Revenue
                             Homes          Basic             Basic            Service           Premium           Per Basic
        System Name        Passed(1)      Customers       Penetration(2)       Units(3)       Penetration(4)      Customer(5)
------------------------  ------------  --------------  -------------------  -------------  ------------------  ---------------
<S>                         <C>             <C>               <C>                <C>               <C>                <C>
Monticello, KY              21,410          13,158            61.5%              3,276             24.9%              $39.53

Pomme De Terre, MO           3,245             878            27.1%                114             13.0%              $32.79
                            ------          ------                               -----

Total                       24,655          14,036            56.9%              3,390             24.2%              $39.11
                            ======          ======                               =====
</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 our cable systems without any further extension of principal
transmission lines. Estimates are based upon a variety of sources, including
billing records, house counts, city directories and other local sources.

      (2) Basic penetration represents basic customers as a percentage of homes
passed by cable transmission lines.

      (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 penetration represents 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 customer has been computed based on
revenue for the year ended December 31, 2001, divided by twelve months, divided
by the actual number of basic customers at the end of the year.

Services, Marketing and Prices

      The Joint Venture's cable television systems offer customers various
levels of cable services consisting of:

      o     broadcast television signals of local network, independent and
            educational stations;


                                      -4-
<PAGE>

      o     a limited number of television signals originating from distant
            cities, such as WGN;

      o     various satellite delivered, non-broadcast channels, such as CNN,
            MTV, The USA Network, ESPN, TNT, and The Disney Channel; and

      o     programming originated locally by the cable television system, such
            as public, educational and government access programs.

      For an extra monthly charge, the Joint Venture cable television systems
also offer premium television services to their customers. These services, such
as 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 "Regulation and
Legislation."

      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 the Joint Venture's cable television systems. In addition to
customer revenues, the Joint Venture's cable television systems receive revenues
from the sale of available advertising spots on advertiser-supported programming
and also offer to its customers home shopping services, which pay the
Partnership a share of revenues from sales of products to the Joint Venture's
customers, in addition to paying us a separate fee in return for carrying their
shopping service.

      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 our cable television
systems may purchase additional unregulated packages of satellite-delivered
services and premium services. The Joint Venture's service options vary from
system to system, depending upon a cable system's channel capacity and viewer
interests. 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.

      Rates for services also vary from market to market and according to the
type of services selected. Under the Cable Television Consumer Protection and
Competition Act of 1992 (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 Federal
Communications Commission's ("FCC") definition. Currently, none of the Joint
Venture's cable television systems are subject to effective competition. See
"Regulation and Legislation."

      At December 31, 2001, the Joint Venture's monthly prices for basic cable
service for residential customers, including certain discounted prices, ranged
from $15.50 to $22.28 and its premium price was $11.95, excluding special
promotions offered periodically in conjunction with the Joint 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 price in exchange for
single-point billing and basic service to all units. These prices are also
subject to regulation.

Programming

      We purchase basic and premium programming for the Joint Venture's systems
from Charter based on Charter's actual cost. Charter's programming costs are
generally based on a fixed fee per customer or a percentage of the gross
receipts for the particular service. Charter's programming contracts are
generally for a fixed period of time and are subject to negotiated renewal.
Accordingly, no assurances can be given that


                                      -5-
<PAGE>

Charter's, and correspondingly our, 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.

      Our cable programming costs have increased in recent years due to
additional programming being provided to basic customers. In addition we are
facing higher costs to carry local broadcast channels who elect retransmission
carriage agreements. Programming costs have increased in the past, and are
expected to continue to increase due to increased costs to produce or purchase
cable programming (generally with particularly significant increases occurring
with respect to sports programming), inflationary increases and other factors.

Cable System and Technology

      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.

      The Joint Venture has ten headends that operate at 300-330 megahertz and
are limited to 36-40 channels. These headends have no available channel capacity
to accommodate the addition of new channels or to provide pay-per-view offerings
to customers. Significant capital would be required for a comprehensive plant
and head-end upgrade, particularly in light of the high cost of electronics to
enable two-way service, to offer high speed cable modem Internet and other
interactive services, as well as to increase channel capacity and allow a
greater variety of video services. The estimated cost of a comprehensive upgrade
would be approximately $20.6 million (for an upgrade to 550 megahertz capacity)
and $24.8 million (for an upgrade to 870 megahertz capacity). Given the high
cost of this comprehensive upgrade plan, the limited funds available, and the
belief that such a plan is not economically prudent, the Corporate General
Partner does not presently anticipate that it will proceed with a comprehensive
upgrade plan. Provided there are available funds, the Corporate General Partner
will, however, continue to evaluate alternative, cost-effective solutions to
increase channel capacity, pay-per-view services, and digital services which
would enhance the value of the Joint Venture's systems and be economically
prudent.

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 internal training programs for
employees, including our regional managers, that focus on our operations and
employee interaction with customers. The effectiveness of our training programs
relating to 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 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.

Franchises

      As of December 31, 2001, the Joint Venture operated cable systems in
nineteen franchise areas, pursuant to permits and similar authorizations issued
by local and state governmental authorities. Each franchise is awarded by a
governmental authority and may not be transferable unless the granting
governmental authority consents. Most franchises are subject to termination
proceedings in the event of a material breach. In addition, most franchises can
require us to pay the granting authority a franchise fee of up to 5% of gross
revenues as


                                      -6-
<PAGE>

defined by the franchise agreements, which is the maximum amount that may be
charged under the applicable law.

      Prior to the scheduled expiration of most franchises, we initiate renewal
proceedings with the granting authorities. The Cable Communications Policy Act
of 1984 (the "1984 Cable Act") provides for, among other things, an orderly
franchise renewal process in which franchise renewal will not be unreasonably
withheld or, if renewal is denied the franchising authority may acquire
ownership of the system or effect 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 "Regulation and
Legislation." In connection with the franchise renewal process, many
governmental authorities require the cable operator to make certain commitments,
such as technological upgrades to the system. Although historically the Joint
Venture has been able to renew its franchises without incurring significant
costs, the Joint Venture cannot assure you that any particular franchise will be
renewed or that it can be renewed on commercially favorable terms. the Joint
Venture's failure to obtain renewals of its franchises, especially those in
areas where it has the most customers, would have a material adverse effect on
its business, results of operations and financial condition.

      Under the 1996 Telecommunications Act ("1996 Telecom Act"), state and
local authorities are prohibited from limiting, restricting or conditioning the
provision of telecommunications services. They may, however, impose
"competitively neutral" requirements and manage the public rights-of-way.
Granting authorities may not require a cable operator to provide
telecommunications services or facilities, other than institutional networks, as
a condition of an initial franchise grant, a franchise renewal, or a franchise
transfer. The 1996 Telecom Act also limits franchise fees to an operator's
cable-related revenues and clarifies that they do not apply to revenues that a
cable operator derives from providing new telecommunications services.

      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, 2001:

<TABLE>
<CAPTION>
                                            Number of   Percentage of
          Year of             Number of       Basic         Basic
    Franchise Expiration      Franchises    Customers     Customers
---------------------------   ----------    ---------     ---------
<S>                                 <C>        <C>          <C>
Prior to 2003                       12         10,150        72.3%
2003 - 2007                          6          2,204        15.7%
2008 and after                       1          1,682        12.0%
                              ----------    ---------     ---------

Total                               19         14,036       100.0%
                              ==========    =========     =========
</TABLE>

      As of December 31, 2001, franchise agreements have expired in twelve of
the Joint Venture's franchise areas where it serves approximately 10,150 basic
customers. The Joint Venture continues to serve these customers while it is in
negotiations to review the franchise agreements and continues to pay franchise
fees to the local franchise authorities. The Joint Venture operates cable
television systems which serve multiple communities and, in some circumstances,
portions of such systems extend into jurisdictions, such as unincorporated
communities, for which the Joint Venture believes no franchise is necessary. In
the aggregate, approximately 1,500 customers, comprising approximately 11% of
the Joint Venture's customers, are served by unfranchised portions of such
systems. 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.


                                      -7-
<PAGE>

Competition

      We face competition in the areas of price, products and services, and
service reliability. We compete with other providers of television signals and
other sources of home entertainment. We operate in a very competitive business
environment which can adversely affect our business and operations.

      Through business developments such as the merger of Tele-Communications,
Inc. and AT&T and the merger of America Online, Inc. (AOL) and Time Warner Inc.,
customers have come to expect a variety of services from a single provider.
While these mergers are not expected to have a direct or immediate impact on our
business, they encourage providers of cable and telecommunications services to
expand their service offerings. They also encourage consolidation in the cable
industry, such as the proposed merger of AT&T Broadband with Comcast Corp., the
largest and third largest cable providers in the country, as cable operators
recognize the competitive benefits of a large customer base and expanded
financial resources.

      Our key competitors include:

      DBS. Direct broadcast satellite, known as DBS, is a significant competitor
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 more than 17 million subscribers nationwide. DBS service allows the
subscriber to receive video and high-speed Internet access 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. However, a change to the copyright laws in 1999
eliminated this legal impediment. As a result, DBS companies now may retransmit
such programming, once they have secured retransmission consent from the popular
broadcast stations they wish to carry, and they faced mandatory carriage
obligations of less popular broadcast stations as of January 2002. In response
to the legislation, DirecTV, Inc. and EchoStar Communications Corporation have
begun carrying 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, and the DBS
companies currently offer local broadcast programming only in the larger U.S.
markets. The DBS industry initiated a judicial challenge to the 2002 requirement
mandating carriage of less popular broadcast stations. This lawsuit alleges that
the requirement (similar to the one applicable to cable systems) is
unconstitutional. The federal district court and circuit court both rejected the
DBS industry's constitutional challenge, but the industry is now seeking review
by the U.S. Supreme Court.

      In October 2001, EchoStar and DirecTV, the two largest DBS providers in
the country, announced EchoStar's planned merger with DirecTV, subject to, among
other things, regulatory approval. If approved by regulators and consummated,
the proposed merger would provide expanded transmission capacity for a single
company serving more than 17 million customers. It is unclear what impact the
consolidation of these two companies will have on the competition we face from
the DBS industry. EchoStar and DirecTV have announced, however, that the merger
would afford the surviving entity sufficient capacity to expand the carriage of
local broadcast programming to every U.S. television market.

      DSL. The deployment of digital subscriber line technology, known as DSL,
allows Internet access to subscribers at data transmission speeds greater than
available over conventional telephone lines. DSL service therefore is
competitive with high-speed Internet access over cable systems. Several
telephone companies and other companies offer DSL service. There are bills now
before Congress that would reduce regulation of Internet services offered by
incumbent telephone companies, and the FCC recently initiated a rulemaking
proceeding that could materially reduce existing regulation of DSL service,
essentially freeing such service from traditional telecommunications regulation.
The FCC's decisions and policies in this area are


                                      -8-
<PAGE>

subject to change. We cannot predict the likelihood of success of the Internet
access services offered by our competitors, or the impact on our business and
operations of these competitive ventures.

      DSL and other forms of high-speed Internet access provide competition to
our own provision of Internet access. For example, EchoStar and DirecTV have
both begun the provision of high-speed Internet access to residential consumers.
High-speed Internet access also facilitates the streaming of video into homes
and businesses. As the quality and availability of video streaming over the
Internet improve, video streaming may compete with the traditional delivery of
video programming services over cable systems. It is possible that programming
suppliers will consider bypassing cable operators and market their services
directly to the consumer through video streaming over the Internet.

      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
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 and data
transmission.

      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 such
a 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 that already possess fiber optic and other transmission lines
in the areas they serve, may over time become competitors. There are a number of
cities that have constructed their own cable systems, in a manner similar to
city-provided utility services. There also has been interest in traditional
overbuilds by private companies. 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. As of December 31, 2001, the
Partnership and Joint Venture are unaware of any overbuild situations in its
cable systems.

      Telephone Companies and Utilities. The competitive environment has been
significantly affected by technological developments and regulatory changes
enacted under the 1996 Telecommunications Act ("1996 Telecom Act"), which was
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 business. The 1996 Telecom 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.

      Several telephone companies have obtained or are seeking cable franchises
from local governmental authorities and are constructing cable systems. Some
local exchange carriers may choose to make broadband services available under
the open video regulatory framework of the FCC or through wireless technology.
We cannot predict the likelihood of success of the broadband services offered by
our competitors or the impact on us of such competitive ventures. Although
enthusiasm on the part of local exchange carriers appears to have waned in
recent months, the entry of telephone companies as direct competitors in the
video marketplace may become more widespread and could adversely affect the
profitability and valuation of established cable systems.


                                      -9-
<PAGE>

      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 and
customers. Moreover, mergers, joint ventures and alliances among franchise,
wireless or private cable operators, local exchange carriers and others may
result in providers capable of offering cable television, Internet, and
telecommunications services in direct competition with us.

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

      Private Cable. 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 "MDUs", 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. 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. The FCC ruled in 1998 that private cable
operators can lease video distribution capacity from local telephone companies
and distribute cable programming services over public rights-of-way without
obtaining a cable franchise. In 1999, both the Fifth and Seventh Circuit Courts
of Appeals upheld this FCC policy.

      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.

Regulation and Legislation

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

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

      The 1996 Telecom Act required 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 the Joint Venture's operations.

      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 were subjected to rate regulation, unless they faced "effective
competition" in their local franchise area. Federal law defines "effective
competition" on a community-specific basis as


                                      -10-
<PAGE>

requiring satisfaction of certain conditions. These conditions are not typically
satisfied in the current marketplace; hence, most cable systems potentially are
subject to rate regulation. However, with the rapid growth of DBS, it is likely
that additional cable systems will soon qualify for "effective competition" and
thereby avoid further rate regulation.

      Although the FCC 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 service - 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, 2001, approximately 16% of our local franchising
authorities were certified to regulate basic tier rates. Because the 1992 Cable
Act permits communities to certify and regulate prices at any time, it is
possible that additional localities served by the systems may choose to certify
and regulate basic prices in the future.

      For regulated cable systems, the basic service tier rate increases are
governed by a complicated price cap scheme devised by the FCC that allows for
the recovery of inflation and certain increased costs, as well as providing some
incentive for system upgrades. 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 traditional form of rate regulation, under which a
utility is allowed to recover its costs of providing the regulated service, plus
a reasonable profit.

      With regard to cable programming service tiers, which are the expanded
basic programming packages that offer services other than basic programming and
which typically contain satellite-delivered programming, the FCC historically
administered rate regulation of these tiers. Under the 1996 Telecom Act,
however, the FCC's authority to regulate cable programming service tier rates
expired on March 31, 1999. The FCC still adjudicates cable programming service
tier complaints filed prior to that date, but strictly limits its review, and
possible refund orders, to the time period prior to March 31, 1999. As of
December 31, 2001, we had no cable programming service tier rate complaints
pending at the FCC. The elimination of cable programming service tier regulation
affords us substantially greater pricing flexibility.

      Premium cable services offered on a per-channel or per-program basis
remain unregulated under both the 1992 Cable Act and the 1996 Telecom Act.
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 expires in October 2002. The 1996 Telecom 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 and Pole Attachment Rates. The 1996
Telecom 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
Telecom 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,


                                      -11-
<PAGE>

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 if the operator provides
telecommunications service, as well as cable service, over its plant. The FCC
clarified that a cable operator's favorable pole rates are not endangered by the
provision of Internet access, and that approach ultimately was upheld by the
United States Supreme Court.

      Cable entry into telecommunications will be affected by the rulings and
regulations implementing the 1996 Telecom Act, including the rules governing
interconnection. A cable operator offering telecommunications services generally
needs efficient interconnection with other telephone companies to provide a
viable service. A number of details designed to facilitate interconnection are
subject to ongoing regulatory and judicial review, but the basic obligation of
incumbent telephone companies to interconnect with competitors, such as cable
companies offering telephone service, is well established. Even so, the economic
viability of different interconnection arrangements can be greatly affected by
regulatory changes. Consequently, we cannot predict whether reasonable
interconnection terms will be available in any particular market we may choose
to enter.

      Internet Service. Over the past several years, proposals have been
advanced at the FCC and Congress that would require cable operators to provide
non-discriminatory access to unaffiliated Internet service providers and online
service providers. Several local franchising authorities actually adopted
mandatory "open access" requirements, but various federal courts have rejected
each of these actions, relying on different legal theories.

      In March 2002, the FCC ruled that cable modem service (that is, the
provision of high speed internet access over cable system infrastructure) is an
interstate information service, rather than a cable or telecommunications
service. This classification should leave cable modem service exempt from the
burdens associated with traditional cable and telecommunications regulation.
Indeed, the FCC tentatively concluded that revenue earned from the provision of
cable service is not subject to local cable franchise fee assessments. With
regard to the open access question, the FCC specifically held that, regardless
of classification, regulatory forbearance should now apply.

      The full consequences of classifying cable modem service as an interstate
information service are not yet fully known. The FCC is already considering
whether providers of cable modem service should contribute to the federal
government's universal service fund. This contribution could more than offset
the savings associated with excluding cable modem service from local franchise
fee assessments. The FCC also initiated a rulemaking proceeding to determine
whether its jurisdiction over information services still might warrant
imposition of open access requirements in the future. Finally, the information
services classification itself is likely to be subject to judicial review. If
regulators ultimately were allowed to impose Internet access requirements on
cable operators, it could burden the capacity of cable systems and complicate
the Joint Venture's own plans for providing Internet service.

      Telephone Company Entry into Cable Television. The 1996 Telecom Act allows
telephone companies to compete directly with cable operators by repealing the
historic telephone company/cable cross-ownership ban. Local exchange carriers
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.

      Under the 1996 Telecom 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


                                      -12-
<PAGE>

entities. Even then, the FCC revised its open video system policy to leave
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 cable systems serving an overlapping
territory. Cable operator buyouts of overlapping local exchange carrier systems,
and joint ventures between cable operators and local exchange carriers in the
same market, also are prohibited. The 1996 Telecom Act provides a few limited
exceptions to this buyout prohibition, including a carefully circumscribed
"rural exemption." The 1996 Telecom 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
Telecom Act provides that registered utility holding companies and subsidiaries
may provide telecommunications services, including cable television,
notwithstanding 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 Telecom 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. The District of Columbia Circuit Court of Appeals recently struck
down this remaining cross-ownership prohibition, concluding that the FCC had
failed to explain why its continuation was "necessary" in the public interest.
In the same decision, the Court struck down another FCC regulation precluding
any entity from operating broadcast television stations serving more than 35% of
the nation. If these rulings withstand further administrative and judicial
review, they may trigger additional consolidation among domestic media
companies.

      Pursuant to 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 pursuant to the
1992 Cable Act, the FCC 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. The D.C. Circuit
Court of Appeals struck down these vertical and horizontal ownership limits as
unconstitutional, concluding that the FCC had not adequately justified the
specific rules (i.e., the 40% and 30% figures) adopted. As a result, an existing
divestiture requirement on AT&T was suspended. The FCC is now considering
replacement regulations. These ownership restrictions may be affected by the
proposed merger of EchoStar and DirecTV and the proposed merger of AT&T
Broadband and Comcast Cable. These recently announced transactions involve the
nation's two largest DBS providers and the nation's largest and third largest
cable operators. The proposed combinations might prompt additional consolidation
in the cable industry and are likely to heighten regulatory concerns regarding
industry consolidation. Although any resulting restrictions could be limited to
the particular entities involved, it is also possible that the restrictions
would apply to other cable operators, including us.

      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 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


                                      -13-
<PAGE>

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 simultaneously
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. The FCC tentatively decided against
imposition of dual digital and analog must carry in a January 2001 ruling. At
the same time, however, it initiated further fact-gathering which ultimately
could lead to a reconsideration of the tentative conclusion. The FCC is also
considering whether it should maintain its initial ruling that, whenever a
digital broadcast signal does become eligible for must carry, a cable operator's
obligation is limited to carriage of the primary video signal. If the Commission
reverses itself, and cable operators are required to carry ancillary digital
feeds, the burden associated with digital must carry could be significantly
increased.

      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. The FCC
rejected a request that unaffiliated Internet service providers be found
eligible for commercial leased access.

      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 position, 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 satellite-delivered programming to other multichannel
video distributors. This provision limits the ability of vertically integrated
cable programmers to offer exclusive programming arrangements to cable
companies. This prohibition is scheduled to expire in October 2002, unless the
FCC determines in a pending proceeding that an extension is necessary to protect
competition and diversity. 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
(especially regional sports networks) to the program access requirements.
Terrestrially-delivered programming is programming delivered other than by
satellite and is currently exempt from the ban on exclusivity. These changes
should not have a dramatic impact on us, but would limit potential competitive
advantages we now enjoy. DBS providers have no similar restrictions on exclusive
programming contracts. Pursuant to the Satellite Home Viewer Improvement Act,
the FCC has adopted regulations governing retransmission consent negotiations
between broadcasters and all multichannel video programming distributors,
including cable and DBS.

      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 terminating 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 antennae on property within
the exclusive use of a condominium owner or 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


                                      -14-
<PAGE>

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.

      Other Regulations of the Federal Communications Commission. In addition to
the FCC regulations noted above, there are other regulations of the FCC covering
such areas as:

      o     subscriber privacy,

      o     programming practices, including, among other things,

            (1)   blackouts of programming offered by a distant broadcast signal
                  carried on a cable system which duplicates the programming for
                  which a local broadcast station has secured exclusive
                  distribution rights,

            (2)   local sports blackouts,

            (3)   indecent programming,

            (4)   lottery programming,

            (5)   political programming,

            (6)   sponsorship identification,

            (7)   children's programming advertisements, and

            (8)   closed captioning,

      o     registration of cable systems and facilities licensing,

      o     maintenance of various records and public inspection files,

      o     aeronautical frequency usage,

      o     lockbox availability,

      o     antenna structure notification,

      o     tower marking and lighting,

      o     consumer protection and customer service standards,

      o     technical standards,

      o     equal employment opportunity,

      o     consumer electronics equipment compatibility, and

      o     emergency alert systems.

      The FCC ruled that cable customers must be allowed to purchase set-top
terminals 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 provided
by third party vendors. The first phase implementation date was July 1, 2000.


      Additional Regulatory Policies May Be Added in the Future. The FCC
recently initiated an inquiry to determine whether the cable industry's future
provision of interactive services should be subject to regulations ensuring
equal access and competition among service vendors. The inquiry, which grew out
of the Commission's review of the AOL-Time Warner merger, is in its earliest
stages, but is yet another expression of regulatory concern regarding control
over cable capacity.

      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.


                                      -15-
<PAGE>

      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. 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 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 fails to
comply with material provisions.

      The specific terms and conditions of franchises vary materially between
jurisdictions. Each franchise generally contains provisions governing cable
operations, 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. Certain
states are considering the imposition of new broadly applied telecommunications
taxes.

      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 Telecom Act, states and local franchising authorities are
prohibited from limiting, restricting, or conditioning the provision of
competitive telecommunications services, except for certain "competitively
neutral" requirements and as necessary to manage the public rights-of-way. This
law should facilitate entry into competitive telecommunications services,
although certain jurisdictions still may attempt to impose rigorous entry
requirements. 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 Telecom
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. In a March 2002
decision, the FCC tentatively held that a cable operator's provision of Internet
access service should not subject the operator to additional franchising
requirements nor should the revenue derived from such service be subject to
local franchise fee assessments.

      Additional regulatory policies may be added in the future. The Federal
Communications Commission recently initiated an inquiry to determine whether the
cable industry's future provision of interactive services should be subject to
regulations ensuring equal access and competition among service vendors. The


                                      -16-
<PAGE>

inquiry, which grew out of the Commission's review of the AOL-Time Warner
merger, is in its earliest stages, but is yet another expression of regulatory
concern regarding control over cable capacity.

Employees

      The Joint Venture has 13 employees. The various personnel required to
operate the Joint Venture's business are employed by Joint Venture, the
Corporate General Partner, its subsidiary corporation and Charter. The
employment costs incurred by the Corporate General Partner, its subsidiary
corporation and Charter are allocated and charged to the Joint Venture for
reimbursement pursuant to the Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") and the management agreement between
the Joint Venture and Enstar Cable Corporation (the "Management Agreement"). The
amounts of these reimbursable costs are set forth in Item 11. "Executive
Compensation."

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

      The Partnership and Joint Venture are involved from time to time in
routine legal matters and other claims incidental to their business. The
Partnership and Joint Venture believe that the resolution of such matters will
not have a material adverse impact on their financial position or results of
operations.

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

      None.


                                      -17-
<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 1,445 as of December 31, 2001.
In addition to restrictions on the transferability of units described in our
Partnership Agreement, the transferability of units may be affected by
restrictions on resales imposed by federal or state law.

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 not recognized by
the terms of the Partnership Agreement, 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 the 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 2001, 2000, or 1999.

      Our ability to pay distributions, the actual amount of any such
distributions paid and the continuance of distributions if commenced depends on
a number of factors, including the amount of cash flow from operations,
projected capital expenditures, provision for contingent liabilities,
availability of financing, regulatory or legislative developments governing the
cable television industry and the sale of cable system assets and growth in
customers. Some of these factors are beyond our control, and consequently, we
cannot


                                      -18-
<PAGE>

make assurances regarding the level or timing of future distributions, if any.
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."

Item 6. SELECTED FINANCIAL DATA

      The table below presents selected financial data of the Partnership and of
the Joint Venture for the five years ended December 31, 2001. This data should
be read in conjunction with the Partnership's and Joint Venture's financial
statements included in Item 8. "Financial Statements and Supplementary Data" 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                            2001           2000           1999           1998           1997
                                                 -----------    -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>            <C>
  Operating expenses                             $   (65,800)   $  (106,700)   $   (41,400)   $   (21,800)   $   (34,400)
  Interest expense                                      --             --             --           (1,700)        (1,300)
  Equity in net income (loss) of joint venture        62,200        285,600        199,200        272,000        (41,100)
                                                 -----------    -----------    -----------    -----------    -----------

  Net income (loss)                              $    (3,600)   $   178,900    $   157,800    $   248,500    $   (76,800)
                                                 ===========    ===========    ===========    ===========    ===========

Per unit of limited partnership interest:

  Net income (loss)                              $     (0.06)   $      2.96    $      2.61    $      4.12    $     (1.27)
                                                 ===========    ===========    ===========    ===========    ===========

 OTHER OPERATING DATA

  Net cash from operating activities             $    (3,700)   $   (34,500)   $   (45,000)   $   (30,800)   $   (39,400)
  Net cash from investing activities                    --             --           64,000         28,500         30,000
</TABLE>

<TABLE>
<CAPTION>
                                                                           As of December 31,
                                                 -----------------------------------------------------------------------
BALANCE SHEET DATA                                   2001           2000           1999           1998           1997
                                                 -----------    -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>            <C>
  Total assets                                   $ 4,950,700    $ 4,892,200    $ 4,641,100    $ 4,486,900    $ 4,245,700
  General Partners' deficit                          (76,000)       (76,000)       (77,800)       (79,400)       (81,900)
  Limited Partners' capital                      $ 4,888,800    $ 4,892,400    $ 4,715,300    $ 4,559,100    $ 4,313,100
</TABLE>


                                      -19-
<PAGE>

II.   ENSTAR CABLE OF CUMBERLAND VALLEY

<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                   --------------------------------------------------------------------------------
OPERATIONS STATEMENT DATA                              2001             2000             1999             1998             1997
                                                   ------------     ------------     ------------     ------------     ------------
<S>                                                <C>              <C>              <C>              <C>              <C>
  Revenues                                         $  6,587,400     $  6,539,500     $  6,780,200     $  7,075,400     $  7,217,900
  Operating expenses                                 (4,583,700)      (4,116,600)      (4,413,500)      (4,018,600)      (4,127,100)
  Depreciation and amortization                      (1,897,200)      (1,841,400)      (1,824,500)      (2,085,200)      (2,672,700)
                                                   ------------     ------------     ------------     ------------     ------------

  Operating income                                      106,500          581,500          542,200          971,600          418,100

  Interest income                                        90,200           43,900           37,600           45,300           78,300
  Interest expense                                       (3,400)         (45,200)        (181,400)        (257,300)        (578,600)
  Casualty loss                                            --               --               --           (215,600)            --
  Other expense                                         (68,900)          (9,000)            --               --               --
                                                   ------------     ------------     ------------     ------------     ------------

  Net income (loss)                                $    124,400     $    571,200     $    398,400     $    544,000     $    (82,200)
                                                   ============     ============     ============     ============     ============

  Distributions paid to venturers                  $       --       $       --       $    128,000     $     57,000     $     60,000
                                                   ============     ============     ============     ============     ============

OTHER OPERATING DATA

  Net cash from operating activities               $  2,924,500     $  1,820,100     $  2,162,800     $  2,890,500     $  2,939,300
  Net cash from investing activities                   (856,600)        (567,800)        (570,100)      (1,794,300)        (622,200)
  Net cash from financing activities                       --               --         (1,128,000)      (1,661,800)      (3,661,000)
  EBITDA(1) (unaudited)                               1,934,800        2,413,900        2,366,700        3,056,800        3,090,800

  EBITDA as a percentage of revenues (unaudited)           29.4%            36.9%            34.9%            43.2%            42.8%
  Total debt to EBITDA (unaudited)                         --               --               --                0.3x             0.8x

  Capital expenditures                             $    818,400     $    547,600     $    558,600     $  1,768,700     $    610,800
</TABLE>

<TABLE>
<CAPTION>
                                                                                 As of December 31,
                                                   --------------------------------------------------------------------------------
BALANCE SHEET DATA                                     2001             2000             1999             1998             1997
                                                   ------------     ------------     ------------     ------------     ------------
<S>                                                <C>              <C>              <C>              <C>              <C>
  Total assets                                     $ 11,317,400     $ 10,655,600     $ 10,521,800     $ 11,229,800     $ 12,392,100
  Total debt                                               --               --               --          1,000,000        2,600,000
  Venturers' capital                               $  9,898,800     $  9,774,400     $  9,203,200     $  8,932,800     $  8,445,800
</TABLE>

-----------
      (1) EBITDA represents earnings before interest, income taxes, depreciation
and amortization. EBITDA is presented because it is a widely accepted financial
indicator of a cable company's ability to service indebtedness. However, EBITDA
should not be considered as an alternative to income from operations or to cash
flows from operating, investing or financing activities, as determined in
accordance with generally accepted accounting principles (GAAP). EBITDA should
also not be construed as an indication of a company's operating performance or
as a measure of liquidity. In addition, because EBITDA may not be calculated
consistently by all companies, the presentation here in may not be comparable to
other similarly titled measures of other companies. Management's discretionary
use of funds depicted by EBITDA may be limited by working capital, debt service
and capital expenditure requirements and by restrictions related to legal
requirements, commitments and uncertainties.


                                      -20-
<PAGE>

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

INTRODUCTION

      The 1992 Cable Act required the FCC to, among other things, implement
extensive regulation of the prices charged by cable television systems for basic
and premium service tiers, installation, and equipment leased by customers.
Compliance with those price 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.

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 $64,000 to us during 1999
representing our pro rata (i.e., 50%) share of the cash flow distributed from
the Joint Venture's operations. The Joint Venture did not pay distributions in
2001 or 2000. We did not pay distributions to our partners during 2001, 2000, or
1999.

      We used $30,800 less cash in operating activities during the year ended
December 31, 2001 than in 2000. Our expenses used $40,900 less cash in 2001.
These changes were partially offset by a decline in our equity in net income of
the Joint Venture. Changes in accounts payable provided $10,100 less cash in
2001 due to differences in the timing of payments.

      We used $10,500 less cash in operating activities during the year ended
December 31, 2000 than in 1999. Our expenses used $65,300 more cash in 2000.
Changes in accounts payable used $75,800 less cash in 2000 due to differences in
the timing of payments. Cash from investing activities decreased by $64,000 due
to decreased distributions from the Joint Venture.

      The Joint Venture

      Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

      The Joint Venture's revenues increased $47,900 from $6,539,500 to
$6,587,400, or less than one percent, for the year ended December 31, 2001 as
compared to 2000. The increase was primarily due to an increase in customer fees
offset by a decrease in the number of customers. As of December 31, 2001 and
2000, the Joint Venture had approximately 14,000 and 15,500 basic customers and
3,400 and 4,400 premium service units, respectively.

      The Joint Venture reimburses the Corporate General Partner and its
affiliates for service costs and general and administrative expenses based on
actual costs incurred on behalf of the Joint Venture. These reimbursed costs are
included in general partner management fees and reimbursed expenses on the Joint


                                      -21-
<PAGE>

Venture's statements of operations. The total of service costs, general and
administrative expenses and general partner management fees and reimbursed
expenses increased $467,100, or 11.3%, from $4,116,600 to $4,583,700 for the
year ended December 31, 2001 as compared to 2000.

      Service costs increased $385,400 from $1,962,400 to $2,347,800, or 19.6%,
for the year ended December 31, 2001 as compared to 2000. Service costs
represent costs directly attributable to providing cable services to customers.
The increase is primarily due to increases in programming fees as a result of
higher prices coupled with an increase in employees at the Joint Venture level.

      General and administrative expenses increased $305,400 from $741,800 to
$1,047,200, or 41.2%, for the year ended December 31, 2001 as compared to 2000.
The increase is primarily due to an increase in employees resulting in the Joint
Venture recording less reimbursable costs.

      General partner management fees and reimbursed expenses decreased $223,700
from $1,412,400 to $1,188,700, or 15.8%, for the year ended December 31, 2001 as
compared to 2000. The decrease is primarily due to an increase in employees at
the Joint Venture level resulting in the Joint Venture recording less
reimbursable costs.

      Depreciation and amortization expense increased $55,800 from $1,841,400 to
$1,897,200, or 3.0%, for the year ended December 31, 2001 as compared to 2000,
due to increased capital expenditures during 2001.

      Due to the factors described above, the Joint Venture's operating income
decreased $475,000 from $581,500 to $106,500, or 81.7%, for the year ended
December 31, 2001 as compared to 2000.

      Interest income increased $46,300 from $43,900 to $90,200, or 105.5%, for
the year ended December 31, 2001 as compared to 2000, due to higher average cash
balances available for investment in 2001.

      Interest expense decreased $41,800 from $45,200 to $3,400, or 92.5%, for
the year ended December 31, 2001 as compared to 2000, primarily due to the
expiration of the loan facility on August 31, 2001.

      Other expense of $68,900 and $9,000 for the year ended December 31, 2001
and 2000, respectively, consisted of legal and proxy costs associated with the
proposed sale of the Joint Venture's assets.

      Due to the factors described above, the Joint Venture's net income
decreased $446,800 from $571,200 to $124,400, or 78.2%, for the year ended
December 31, 2001 as compared to 2000.

      Based on its experience in the cable television industry, the Joint
Venture believes that earnings before interest, income taxes, depreciation and
amortization, or 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. EBITDA
is not a measurement determined under GAAP and does not represent cash generated
from operating activities in accordance with GAAP. EBITDA should not be
considered by the reader as an alternative to net income, as an indicator of
financial performance or as an alternative to cash flows as a measure of
liquidity. In addition, the definition of EBITDA may not be identical to
similarly titled measures used by other companies. Due to the factors described
above, EBITDA decreased $479,100 from $2,413,900 to $1,934,800, or 19.8%. EBITDA
as a percentage of revenues decreased 7.5% from 36.9% during 2000 to 29.4% in
2001.

      Operating activities provided $1,104,400 more cash during the year ended
December 31, 2001 than in 2000. Changes in receivables, prepaid expenses and
other assets provided $27,800 more cash in 2001 due to differences in the timing
of receivable collections and in the payment of prepaid expenses. Changes in
accounts payable, accrued liabilities and due to/from liabilities provided
$1,467,600 more cash in 2001 than in 2000 due to differences in the timing of
payments.


                                      -22-
<PAGE>

      We used $288,800 more cash in investing activities during 2001 than in
2000, due to a $270,800 increase in capital expenditures and a $18,000 increase
in spending for intangible assets.

      Year ended December 31, 2000 Compared to Year Ended December 31, 1999

      The Joint Venture's revenues decreased $240,700 from $6,780,200 to
$6,539,500, or 3.6%, for the year ended December 31, 2000 as compared to 1999.
Of the decrease, $252,000 was due to decreases in the number of subscriptions
for basic, premium, tier and equipment rental services and $38,600 was due to
decreases in other revenue producing items. These decreases were partially
offset by an increase of $49,900 due to increases in regulated prices that were
implemented by the Joint Venture in 2000. As of December 31, 2000 and 1999, the
Joint Venture had approximately 15,500 and 15,100 basic customers and 4,400 and
2,300 premium service units, respectively.

      Effective with the acquisition of the Corporate General Partner and
certain affiliates by Charter on November 12, 1999, certain activities
previously performed by the Joint Venture and expensed through service cost and
general and administrative expenses have been either eliminated by Charter, or
have been performed by Charter and then been reimbursed by the Joint Venture
based on Charter's costs incurred. These reimbursed costs are included in
general partner management fees and reimbursed expenses on the Joint Venture's
statements of operations. The total of service costs, general and administrative
expenses and general partner management fees and reimbursed expenses decreased
$296,900, or 6.7%, from $4,413,500 to $4,116,600 for the year ended December 31,
2000 as compared to 1999.

      Service costs decreased $856,800 from $2,819,200 to $1,962,400, or 30.4%,
for the year ended December 31, 2000 as compared to 1999. Service costs
represent costs directly attributable to providing cable services to customers.
The decrease is primarily due to decreases in programming fees, personnel costs
and certain costs incurred by the Joint Venture prior to the Charter acquisition
that are now incurred by Charter and reimbursed by the Joint Venture, as
described above. Programming fees decreased as a result of lower prices that
Charter has extended to us and a decrease in customers.

      General and administrative expenses decreased $273,900 from $1,015,700 to
$741,800, or 27.0%, for the year ended December 31, 2000 as compared to 1999. As
described above, Charter now performs certain management and operational
functions formerly performed by the Joint Venture. This has resulted in more
reimbursable costs and lower service costs and general and administrative
expenses.

      General partner management fees and reimbursed expenses increased $833,800
from $578,600 to $1,412,400, or 144.1%, for the year ended December 31, 2000 as
compared to 1999. General partner management fees decreased in direct relation
to decreased revenues as described above. As described above, Charter now
performs certain management and operational functions formerly performed by the
Joint Venture. This has resulted in more reimbursable costs and lower service
costs and general and administrative expenses.

      Depreciation and amortization expense increased $16,900 from $1,824,500 to
$1,841,400, or less than 1.0%, for the year ended December 31, 2000 as compared
to 1999, due to additional depreciation related to capital expenditures in the
third quarter.

      Due to the factors described above, the Joint Venture's operating income
increased $39,300 from $542,200 to $581,500, or 7.2%, for the year ended
December 31, 2000 as compared to 1999.

      Interest income increased $6,300 from $37,600 to $43,900, or 16.8%, for
the year ended December 31, 2000 as compared to 1999, due to higher average cash
balances available for investment in 2000.

      Interest expense decreased $136,200 from $181,400 to $45,200, or 75.1%,
for the year ended December 31, 2000 as compared to 1999, primarily due to no
borrowings outstanding in 2000 and the reclassification of certain bank charges
from interest expense to general and administrative expense.


                                      -23-
<PAGE>

      Other expense of $9,000 for the year ended December 31, 2000, consisted of
legal and proxy costs associated with the proposed sale of the Joint Venture's
assets.

      Due to the factors described above, the Joint Venture's net income
increased $172,800 from $398,400 to $571,200, or 43.4%, for the year ended
December 31, 2000 as compared to 1999.

      Based on its experience in the cable television industry, the Joint
Venture believes that earnings before interest, income taxes, depreciation and
amortization, or 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. EBITDA
is not a measurement determined under GAAP and does not represent cash generated
from operating activities in accordance with GAAP. EBITDA should not be
considered by the reader as an alternative to net income, as an indicator of
financial performance or as an alternative to cash flows as a measure of
liquidity. In addition, the definition of EBITDA may not be identical to
similarly titled measures used by other companies. Due to the factors described
above, EBITDA decreased $47,200 from $2,366,700 to $2,413,900, or 2.0%. EBITDA
as a percentage of revenues increased 2.0% from 34.9% during 1999 to 36.9% in
2000.

      Operating activities provided $342,700 less cash during the year ended
December 31, 2000 than in 1999. Changes in receivables, prepaid expenses and
other assets provided $213,600 more cash in 2000 due to differences in the
timing of receivable collections and in the payment of prepaid expenses. Changes
in accounts payable, accrued liabilities and due to/from liabilities used
$705,300 more cash in 2000 than in 1999 due to differences in the timing of
payments.

      We used $2,300 less cash in investing activities during 2000 than in 1999
due to a $11,000 decrease in capital expenditures and a $8,700 increase in
spending for intangible assets.

      We used $1,128,000 less cash in financing activities during 2000 than in
1999 due to distributions to venturers of $128,000 and a $1,000,000 repayment of
borrowings in 1999.

      Distributions by the Cumberland Valley Joint Venture

      The Joint Venture did not pay distributions in 2001 or 2000. The Joint
Venture distributed $128,000 equally between its two partners during 1999.

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 any planned capital requirements relating to the expansion,
improvement and upgrade of such cable television systems.

      We believe that cash generated by operations of the Joint Venture will be
adequate to fund capital expenditures, debt service and other liquidity
requirements in 2002 and beyond. See "Results of Operations" for discussion
regarding cash from operating, investing and financing activities.

PROPOSED SALE OF ASSETS

      In 1999, the Corporate General Partner sought purchasers for all of the
cable television systems of the Partnership, as well as 13 other, affiliated
limited partnership cable operators of which the Corporate General Partner is
also the general partner. This effort was undertaken primarily because, based on
the Corporate General Partner's experience in the cable television industry, it
was concluded that generally applicable market conditions and competitive
factors were making (and would increasingly make) it extremely difficult for
smaller operators of rural cable systems (such as the Partnership and the other
affiliated partnerships) to effectively compete and be financially successful.
This determination was based on the


                                      -24-
<PAGE>

anticipated cost of electronics and additional equipment to enable the Joint
Venture's systems to operate on a two-way basis with improved technical
capacity, insufficiency of Joint Venture cash reserves and cash flows from
operations to finance such expenditures, limited customer growth potential due
to the Joint Venture's systems' rural location, and a general inability of a
small cable system operator such as the Joint Venture to benefit from economies
of scale and the ability to combine and integrate systems that large cable
operators have. Although, certain limited upgrades have been made, the Corporate
General Partner projected that if the Joint Venture made the additional
comprehensive upgrades deemed necessary, the Joint Venture would not recoup the
costs or regain its ability to operate profitably within the remaining term of
its franchises, and as a result, making these upgrades would not be economically
prudent.

      As a result of marketing efforts using an independent broker experienced
in the sale of cable systems, the Joint Venture, together with certain
affiliated partnerships for which the Corporate General Partner also served as a
General Partner, entered into a purchase and sale agreement, dated as of August
8, 2000, as amended September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The
Gans Agreement provided for Gans to acquire the Joint Venture's Monticello,
Kentucky and Pomme de Terre, Missouri systems, as well as certain assets of the
other Gans Selling Partnerships. Following a series of discussions and meetings,
the Joint Venture together with certain affiliated partnerships, and Gans
determined that they were not able to agree on certain further amendments to the
Gans Agreement required to satisfy conditions precedent to close the
transactions. In light of these conditions and existing economic and financial
market conditions, and their impact of Gans' inability to arrange financing in
order to close the acquisitions, on April 18, 2001, the parties agreed to
terminate the Gans Agreement.

      Following termination of the Gans Agreement, the broker once again
attempted to market the Joint Venture's systems. At the time of this filing,
there is no definitive agreement to purchase any of the systems and the broker
continues to market the systems on behalf of the Joint Venture.

INVESTING ACTIVITIES

      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 was required to upgrade its system
in Campbell County, Tennessee, under a provision of its franchise agreement. The
upgrade began in 1998 and the franchise agreement required the project to be
completed by January 2000. The Joint Venture did not meet this requirement,
although the project has subsequently been completed at a total cost of
approximately $1,385,000. Under this upgrade initiative, no additional capital
expenditures are currently planned. The franchising authority has not given any
indication that it intends to take action adverse to the Joint Venture as the
result of the Joint Venture's noncompliance with the upgrade timing requirements
of the franchise agreement. However, 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 $818,400 and $547,600 in the years ended
December 31, 2001 and 2000, respectively, for plant extensions, new equipment
and system upgrades. Minimal capital spending is planned for 2002 to upgrade
additional plant assets and equipment.

FINANCING ACTIVITIES

      The Joint Venture was party to a loan agreement with Enstar Finance
Company, LLC, a subsidiary of Enstar Communications Corporation ("ECC") that
matured on August 31, 2001. The loan facility was not extended or replaced and
any amounts outstanding under the facility were paid in full. Cash generated by
operations of the Joint Venture, together with available cash balances will be
used to fund capital expenditures as required by franchise authorities. However,
the Joint Venture's cash reserves will be insufficient to fund a comprehensive
upgrade program. If the Joint Venture's systems are not sold, it will need to
rely on increased cash flow from operations or new sources of financing in order
to meet its future liquidity requirements and complete its planned upgrade
program. There can be no assurance that such cash flow increases can be
attained, or that additional future financing will be available on terms
acceptable to the Joint Venture. If the Joint Venture is not able to attain such
cash flow increases, or obtain new sources of


                                      -25-
<PAGE>

borrowings, it will not be able to fully complete its cable systems upgrades. As
a result, the value of the Joint Venture's systems would likely be lower than
that of systems built to a higher technical standard.

      The Joint Venture believes it is critical to conserve cash to fund its
anticipated capital expenditures. Accordingly, the Partnership does not
anticipate any distributions to partners at this time.

CERTAIN TRENDS AND UNCERTAINTIES

      Insurance coverage is maintained for all of the cable television
properties owned or managed by Charter to cover damage to cable distribution
systems, customer 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 owned or managed by Charter,
including those of the Joint Venture.

      Approximately 94% of the Joint Venture's customers 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 continues to purchase insurance coverage in amounts its management
views as appropriate for all other property, liability, automobile, workers'
compensation and other insurable risks.

      Although we do not believe that the terrorist attacks on September 11,
2001 and the related events have resulted in any material changes to its
business and operations to date, it is difficult to assess the impact that these
events, combined with the general economic slowdown, will have on future
operations. These events could result in reduced spending by customers and
advertisers, which could reduce the Partnership's and Joint Venture's revenues
and operating cash flow, as well as the collectibility of accounts receivable.

RECENTLY ISSUED ACCOUNTING STANDARDS

      In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", No. 142,
"Goodwill and Other Intangible Assets" and No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Partnership and Joint Venture on July 1, 2001.
Management believes that adoption of SFAS No. 141 did not have an impact on the
financial statements of the Partnership or Joint Venture.

      Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS No. 142,
an intangible asset should be recognized if the benefit of the intangible asset
is obtained through contractual or other legal rights or if the intangible asset
can be sold, transferred, licensed, rented or exchanged. Such intangibles
continue to be amortized over their useful lives. SFAS 142 was implemented by
the Partnership and Joint Venture on January 1, 2002. Management believes that
adoption of SFAS No. 142 did not have a material impact on the financial
statements of the Partnership or Joint Venture.

      Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 will be implemented by the Partnership and Joint Venture on January
1, 2002. Management believes that adoption of SFAS No. 143 will not have a
material impact on the financial statements of the Partnership or Joint Venture.

      In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of


                                      -26-
<PAGE>

and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Partnership and Joint Venture on January 1, 2002. The Partnership and Joint
Venture are currently in process of assessing the impact of adoption of SFAS No.
144. See "Proposed Sale of Assets."

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 its prices periodically, of
which there can be no assurance. See "Regulation and Legislation."

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

      We are not exposed to material significant risks associated with financial
instruments.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The index to the financial statements and related financial information
required to be filed hereunder is located on Page F-1.

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

      Previously reported in Current Report on Form 8-K, dated July 18, 2000.


                                      -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 ECC, 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 had been
previously 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 14 limited
partnerships formed to own and operate cable television systems and through a
wholly-owned operating subsidiary.

      The directors and executive officers of the Corporate General Partner as
of March 15, 2002, all of whom have their principal employment in a comparable
position with Charter, are named below:

<TABLE>
<CAPTION>
NAME                        POSITION
----                        --------
<S>                         <C>
Carl E. Vogel               President and Chief Executive Officer

David G. Barford            Executive Vice President and Chief Operating Officer

Kent D. Kalkwarf            Executive Vice President and Chief Financial Officer

Steven A. Schumm            Director of the Corporate General Partner, Executive
                            Vice President and Assistant to the President

Steven E. Silva             Executive Vice President - Corporate Development and
                            Chief Technology Officer

David C. Andersen           Senior Vice President - Communications

J. Christian Fenger         Senior Vice President of Operations - Western Division

Eric A. Freesmeier          Senior Vice President - Administration

Thomas R. Jokerst           Senior Vice President - Advanced Technology Development

Ralph G. Kelly              Senior Vice President - Treasurer

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

Majid R. Mir                Senior Vice President - Telephony and Advanced Services

John C. Pietri              Senior Vice President - Engineering

Michael E. Riddle           Senior Vice President and Chief Information Officer

William J. Schreffler       Senior Vice President of Operations - Midwest Division

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

Paul E. Martin              Vice President, Corporate Controller and Principal
                            Financial Officer for Partnership Matters
</TABLE>

      Except for above-named executive officers who joined Charter after
November 1999, such officers were appointed to their position with the Corporate
General Partner following Charter's acquisition of control in November 1999,
have been employees of Charter since November 1999, and immediately prior to


                                      -28-
<PAGE>

November 1999, were employees of Charter Investment, Inc., an affiliate of
Charter and the Corporate General Partner.

Carl E. Vogel, 44, President and Chief Executive Officer. Mr. Vogel has more
than 20 years of experience in telecommunications and the subscription
television business. Prior to joining Charter in October 2001, he was a Senior
Vice President of Liberty Media Corp., from November 1999 to October 2001, and
Chief Executive Officer of Liberty Satellite and Technology, from April 2000 to
October 2000. Prior to joining Liberty, Mr. Vogel was an Executive Vice
President and Chief Operating Officer of Field Operations for AT&T Broadband and
Internet Services, with responsibility of managing operations of all of AT&T's
cable broadband properties, from June 1999 to November 1999. From June 1998 to
June 1999, Mr. Vogel served as Chief Executive Officer of Primestar, Inc., a
national provider of subscription television services, and from 1997 to 1998, he
served as Chief Executive Officer of Star Choice Communications. From 1994
through 1997, Mr. Vogel served as the President and Chief Operating Officer of
EchoStar Communications. He began his career at Jones Intercable in 1983. Mr.
Vogel serves as a director of OnCommand Corporation, and holds a B.S. degree in
finance and accounting from St. Norbert College.

David G. Barford, 43 Executive Vice President and Chief Operating Officer. Mr.
Barford was promoted to his current position in July 2000, having previously
served as Senior Vice President of Operations-Western Division from June 1997 to
July 2000. Prior to joining Charter Investment (an affiliate of Charter) in
1995, Mr. Barford held various senior marketing and operating roles during nine
years at Comcast Cable Communications, Inc. He received a B.A. degree from
California State University, Fullerton, and an M.B.A. from National University.

Kent D. Kalkwarf, 42 Executive Vice President and Chief Financial Officer. Mr.
Kalkwarf was promoted to the position of Executive Vice President in July 2000,
having previously served as Senior Vice President. Prior to joining Charter
Investment 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. degree from Illinois Wesleyan University and is a certified public
accountant.

Steven A. Schumm, 49 Director of the Corporate General Partner, Executive Vice
President and Assistant to the President. Prior to joining Charter Investment in
1998, Mr. Schumm was Managing Partner of the St. Louis office of Ernst & Young
LLP for 14 years. He had joined Ernst & Young in 1974. 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.

Steven E. Silva, 42 Executive Vice President - Corporate Development and Chief
Technology Officer. Mr. Silva joined Charter Investment in 1995. Prior to his
promotion to Executive Vice President and Chief Technology Officer in October
2001, he was Senior Vice President - Corporate Development and Technology since
September 1999. Mr. Silva previously served in various management positions at
U.S. Computer Services, Inc., a billing service provider specializing in the
cable industry. He is a member of the board of directors of Diva Systems
Corporation.

David C. Andersen, 53 Senior Vice President - Communications. Mr. Andersen was
named to his current position in May 2000. Prior to this, he was Vice President
of Global Communications for CNBC, the worldwide cable and satellite business
news network subsidiary of NBC, from September 1999 through April 2000. He
worked for Cox communications, Inc. from 1982 to 1999, establishing their
communications department and advancing to Vice President of Public Affairs. He
held various management positions in communications with the General Motors
Corporation from 1971 to 1982. Mr. Andersen is a past recipient of the cable
industry's highest honor - the Vanguard Award. He serves on the Board of
KIDSNET, the educational non-profit clearinghouse of children's programming, and
is a former Chairman of the National Captioning Institute's Cable Advisory
Board.

J. Christian Fenger, 46 Senior Vice President of Operations - Western Division.
Mr. Fenger was promoted to his current position in January 2002, having served
as Vice President and Senior Vice President of


                                      -29-
<PAGE>

Operations for our North Central Region since 1998. From 1992 until joining us
in 1998, Mr Fenger served as the Vice President of Operations for Marcus Cable,
and, prior to that, as Regional Manager of Simmons Cable TV since 1986. Mr.
Fenger received his bachelor's degree and his master's degrees in communications
management from Syracuse University's Newhouse School of Public Communications.

Eric A. Freesmeier, 49 Senior Vice President - Administration. From 1986 until
joining Charter Investment 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 a bachelor's
degree from the University of Iowa and a master's degree from Northwestern
University's Kellogg Graduate School of Management.

Thomas R. Jokerst, 52 Senior Vice President - Advanced Technology Development.
Mr. Jokerst joined Charter Investment 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.

Ralph G. Kelly, 44 Senior Vice President - Treasurer. Prior to joining Charter
Investment in 1993, Mr. Kelly was controller and then treasurer of Cencom Cable
Associates between 1984 and 1992. He left Charter Investment 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. Mr. Kelly is a certified
public accountant.

David L. McCall, 46 Senior Vice President of Operations - Eastern Division.
Prior to joining Charter Investment in 1995, Mr. McCall was associated with
Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from
1983 to 1994. Mr. McCall is a member of the Southern Cable Association's Tower
Club.

Majid R. Mir, 51 Senior Vice President - Telephony and Advanced Services. Prior
to joining Charter in April 2001, Mr. Mir worked with GENUITY Networks, Inc. as
Vice President, Metro Network Engineering in Irving, Texas from June 2000 to
April 2001. Prior to that, Mr. Mir worked with GTE from 1979 to June 2000 in
various capacities of increasing responsibility, most recently as Assistant Vice
President of Core Network Engineering. Mr. Mir served as director, Business
Development for GTE, from 1996 to 1997. Mr. Mir earned a bachelor's of science
in systems science from the University of West Florida and holds a master's
degree in business administration from the University of South Florida.

John C. Pietri, 52 Senior Vice President - Engineering. Prior to joining Charter
Investment in 1998, Mr. Pietri was with Marcus Cable for nine 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, 43 Senior Vice President and Chief Information Officer. Prior
to joining Charter in December 1999, Mr. Riddle was Director, Applied
Technologies of Cox Communications for four years. Prior to that, he held
technical and management positions during 17 years at Southwestern Bell and its
subsidiaries. Mr. Riddle attended Fort Hays State University.

William J. Schreffler, 48 Senior Vice President of Operations - Midwest
Division. Mr Shreffler was promoted to his current position in January 2002,
having previously served as Vice President of Operations for the Michigan
region. Prior to joining Charter in 1999, Mr. Shreffler acted as a Managing
Director of Cablevision. Between 1995 and 1999, he held various positions with
Century Communications, mot recently as its Group Vice President. From 1985 to
1995, Mr. Shreffler acted as the Regional Controller for American Cable Systems
and following the acquisition of American by Continental Cablevision, as its
General Manager in its Chicago region. Mr. Shreffler holds degrees from Robert
Morris College and Duquesne University and is obtaining a master's degree in
business from Lewis University in Chicago.


                                      -30-
<PAGE>

Curtis S. Shaw, 53 Senior Vice President, General Counsel and Secretary. From
1988 until he joined Charter Investment in 1997, Mr. Shaw served as corporate
counsel to NYNEX. Since 1973, Mr. Shaw has practiced 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.
degree from Trinity College and a J.D. degree from Columbia University School of
Law.

Paul E. Martin, 41 Vice President, Corporate Controller and Principal Financial
Officer for Partnership Matters. Mr. Martin has been Vice President and
Corporate Controller since March 2000, and became Principal Financial Officer
for Partnership Matters in July 2001. Prior to joining Charter in March 2000,
Mr. Martin was Vice President and Controller for Operations and Logistics for
Fort James Corporation, a manufacturer of paper products. From 1995 to February
1999, Mr. Martin was Chief Financial Officer of Rawlings Sporting Goods Company,
Inc. Mr. Martin is a certified public accountant, having been with Arthur
Andersen LLP for nine years. Mr. Martin received a B.S. degree in accounting
from the University of Missouri - St. Louis.

      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. Upon his resignation in September 2001, Jerald L. Kent resigned as
the sole director of ECC and was succeeded by Mr. Schumm. Officers are appointed
by and serve at the discretion of the directors of the Corporate General
Partner.

Item 11. EXECUTIVE COMPENSATION

Management Fee

      Pursuant to the Management Agreement, Enstar Cable Corporation ("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 the Joint Venture's gross revenues, excluding revenues
from the sale of cable television systems or franchises, which is calculated and
paid monthly. In addition, the Joint Venture is required to distribute 1% of its
gross revenues to the Corporate General Partner for 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
daily 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. ("Falcon") to provide management services for us and paid Falcon a portion
of the management fees it received in consideration of such services and
reimbursed Falcon for expenses incurred by Falcon on its behalf. Subsequent to
November 12, 1999, Charter, as successor-by-merger to Falcon, 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, 2001, Enstar Cable charged the
Joint Venture management fees of approximately $263,500. In addition, the
Corporate General Partner charged the Joint Venture approximately $65,900
relative to its 1% special interest. Enstar Cable, Charter and its affiliates
also charged the Joint Venture approximately $859,300 for system operating
management services. In addition, programming services were purchased through
Charter. The Joint Venture was charged approximately $1,300,000 for these
programming services for fiscal year 2001.


                                      -31-
<PAGE>


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 the Registrant's
Equity Securities and Related Security Holder Matters."

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      As of December 31, 2001, the only persons known by us to own beneficially
or that may be deemed to own beneficially more than 5% of the units were:

<TABLE>
<CAPTION>
                                                                                         Amount and
                                                                                         Nature of
                                                                                         Beneficial           Percent
      Title of Class                     Name and Address of Beneficial Owner            Ownership            of Class
-----------------------------    --------------------------------------------------------------------------------------
<S>                              <C>                                                   <C>                      <C>
Units of limited                 Affiliated Madison Investor Unitholders (1)           Shared - 6,468           10.8%
   partnership interest
                                   Madison Value Fund, LLC                             Shared - 703
                                   Madison/OHI Liquidity Investors, LLC                Shared - 2,247
                                   Madison Investment Partners 11, LLC                 Shared - 703
                                   Madison Avenue Investment Partners, LLC             Shared - 4,221
                                   The Harmony Group II, LLC                           Shared - 6,468
                                   Bryan E. Gordon                                     Shared - 6,468
                                     P.O. Box 7533
                                     Incline Village, Nevada 89452

                                   First Equity Realty, LLC                            Shared - 6,468
                                   Ronald M. Dickerman                                 Shared - 6,468
                                     555 Fifth Avenue, 9th Floor
                                     New York, new York 10017
</TABLE>

(1) As stated in Amendment 4 to Schedule 13G, as filed with the Securities and
Exchange Commission, all units are subject to shared power to vote and invest.

      The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of February 28, 2002, the common
membership units of Charter Communications Holding Company, LLC are owned 51.2%
by Charter, 16.7% by Vulcan Cable III Inc., and 32.1% by Charter Investment,
Inc. (assuming conversion of all convertible securities). Charter controls 100%
of the voting power of Charter Communications Holding Company LLC. Paul G. Allen
owns approximately 3.7% of the outstanding capital stock of Charter and controls
approximately 92.3% of the voting power of Charter's common stock, and he is the
sole equity owner of Charter Investment, Inc. and Vulcan Cable III Inc.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Services

      On November 12, 1999, Charter acquired ownership of ECC from Falcon
Holding Group, L.P. and assumed the management services operations previously
provided by affiliates Falcon Communications, L.P. Charter now manages the
operations of the partnerships of which ECC 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.


                                      -32-
<PAGE>

      Pursuant to the Management Agreement between the Joint Venture and Enstar
Cable, a subsidiary of the Corporate General Partner, Enstar Cable provides
financial, management, supervisory and marketing services, as necessary to the
Joint Venture's operations. This Management Agreement provides that the Joint
Venture shall pay management fees equal to 4% of the Joint Venture's gross
receipts from customers and 1% to the Corporate General Partner representing its
special interest in the Joint Venture. In addition, Enstar Cable is to be
reimbursed for amounts paid to third parties, the cost of administrative
services in an amount equal to the lower of actual cost or the amount the Joint
Venture would be required to pay to independent parties for comparable
administrative services, salaries and benefits of employees necessary for
day-to-day operation of the Joint Venture's systems, and an allocable shares of
costs associated with facilities required to manage the Joint Venture's systems.
To provide these management services, Enstar Cable has engaged Charter
Communications Holding Company, an affiliate of the Corporate General Partner
and Charter, to provide management, consulting, programming and billing services
for the Joint Venture.

      Since November 12, 1999, when Charter acquired control of the Corporate
General Partner and its subsidiary, Enstar Cable, as well as Falcon
Communications, L.P., the management fees payable have been limited to
reimbursement of an allocable share of Charter's management costs, which is less
than the fee permitted by the existing agreement. For the year ended December
31, 2001, accrued and unpaid management fees to Charter Communications Holding
Company LLC from the Joint Venture were $349,500. In addition, the Joint Venture
was charged directly for the salaries and benefits of employees for daily
operations, and where shared by other Charter systems, an allocable share of
facilities costs, with programming and billing being charged to the Joint
Venture at Charter's actual cost. For the year ended December 31, 2001, service
costs directly attributable to providing cable services to customers which were
incurred by Charter and reimbursed by the Joint Venture were $859,300. In
addition, programming services were purchased through Charter. The Joint Venture
was charged approximately $1,300,000 for these programming services for fiscal
year 2001.

Conflicts of Interest

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


                                      -33-
<PAGE>

      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, 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.


                                      -34-
<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.

      2.    Financial Statement Schedules

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

      3.    Exhibits

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

(b)         Reports on Form 8-K

            On October 9, 2001, the registrant filed a current report on Form
            8-K announcing the resignation of Jerald L. Kent, Charter's former
            President and Chief Executive Officer and the appointment of Steven
            A. Schumm, Executive Vice President and Assistant to the President
            of Charter as sole director of Enstar Communications Corporation,
            the Partnership's Corporate General Partner.


                                      -35-
<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.

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

                                    By: Enstar Communications Corporation,
                                        Corporate General Partner

Dated:  March 29, 2002                  By:  /s/ Steven A. Schumm
                                             --------------------
                                             Steven A. Schumm
                                             Director, Executive Vice President
                                             and Assistant to the President

      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 below.

Dated:  March 29, 2002                  By:  /s/ Steven A. Schumm
                                             --------------------
                                             Steven A. Schumm
                                             Director, Executive Vice President
                                             and Assistant to the President
                                             (Principal Executive Officer) *

Dated:  March 29, 2002                  By:  /s/ Paul E. Martin
                                             ------------------
                                             Paul E. Martin
                                             Vice President and Corporate
                                             Controller (Principal Financial
                                             Officer and Principal Accounting
                                             Officer).*

* Indicates position held with Enstar Communications Corporation, the Corporate
General Partner of the registrant.


                                      -36-
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                      Page
                                                                 ------------------------------------------
                                                                 Enstar Income/Growth      Enstar Cable of
                                                                 Program Five-A, L.P.     Cumberland Valley
                                                                 ---------------------    -----------------
<S>                                                                      <C>                    <C>
Report of Independent Public Accountants                                 F-2                    F-12

Balance Sheets as of December 31, 2001 and 2000                          F-3                    F-13

Statements of Operations for the years ended
    December 31, 2001 and 2000                                           F-4                    F-14

Statements of Partnership/Venturers' Capital (Deficit)
    for the years ended December 31, 2001 and 2000                       F-5                    F-15

Statements of Cash Flows for the years ended
    December 31, 2001 and 2000                                           F-6                    F-16

Notes to Financial Statements                                            F-7                    F-17

Reports of Independent Auditors                                          F-24                   F-31

Statement of Operations for the year ended
    December 31, 1999                                                    F-25                   F-32

Statement of Partnership/Venturers' Capital (Deficit)
    for the year ended December 31, 1999                                 F-26                   F-33

Statement of Cash Flows for the year ended
    December 31, 1999                                                    F-27                   F-34

Notes to Financial Statements                                            F-28                   F-35
</TABLE>

All financial statement 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 PUBLIC ACCOUNTANTS


To the Partners of
    Enstar Income/Growth Program Five-A, L.P.:

We have audited the accompanying balance sheets of Enstar Income/Growth Program
Five-A, L.P. (a Georgia limited partnership) as of December 31, 2001 and 2000,
and the related statements of operations, partnership capital (deficit) and cash
flows for the years then ended. 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. as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
   March 29, 2002


                                      F-2
<PAGE>


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

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                              2001             2000
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
                                     ASSETS

ASSETS:
  Cash                                                                    $     1,300      $     5,000
  Equity in net assets of joint venture                                     4,949,400        4,887,200
                                                                          -----------      -----------

           Total assets                                                   $ 4,950,700      $ 4,892,200
                                                                          ===========      ===========

                       LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:
  Accounts payable and accrued liabilities                                $     3,600      $     3,000
  Due to affiliates                                                           134,300           72,800
                                                                          -----------      -----------

           Total liabilities                                                  137,900           75,800
                                                                          -----------      -----------

PARTNERSHIP CAPITAL (DEFICIT):
  General Partners                                                            (76,000)         (76,000)
  Limited Partners                                                          4,888,800        4,892,400
                                                                          -----------      -----------

           Total partnership capital                                        4,812,800        4,816,400
                                                                          -----------      -----------

           Total liabilities and partnership capital                      $ 4,950,700      $ 4,892,200
                                                                          ===========      ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>

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

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                       2001             2000
                                                                                    ---------        ---------
<S>                                                                                 <C>              <C>
OPERATING EXPENSES:
   General and administrative                                                       $ (65,800)       $ (91,100)
   Other                                                                                 --            (15,600)
                                                                                    ---------        ---------

       Loss before equity in net income of joint venture                              (65,800)        (106,700)

EQUITY IN NET INCOME OF JOINT VENTURE                                                  62,200          285,600
                                                                                    ---------        ---------

       Net (loss) income                                                            $  (3,600)       $ 178,900
                                                                                    =========        =========

NET (LOSS) INCOME ALLOCATED TO GENERAL PARTNERS                                     $    --          $   1,800
                                                                                    =========        =========

NET (LOSS) INCOME ALLOCATED TO LIMITED PARTNERS                                     $  (3,600)       $ 177,100
                                                                                    =========        =========

NET (LOSS) INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST                          $   (0.06)       $    2.96
                                                                                    =========        =========

WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR                 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)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                General           Limited
                                                                Partners          Partners           Total
                                                              -----------       -----------       -----------
<S>                                                           <C>               <C>               <C>
PARTNERSHIP CAPITAL (DEFICIT), January 1, 2000                $   (77,800)      $ 4,715,300       $ 4,637,500

   Net income                                                       1,800           177,100           178,900
                                                              -----------       -----------       -----------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2000                  (76,000)        4,892,400         4,816,400

   Net loss                                                          --              (3,600)           (3,600)
                                                              -----------       -----------       -----------

PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001              $   (76,000)      $ 4,888,800       $ 4,812,800
                                                              ===========       ===========       ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-5
<PAGE>


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

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                                  2001             2000
                                                                                               ---------        ---------
<S>                                                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income                                                                           $  (3,600)       $ 178,900
   Adjustments to reconcile net (loss) income to net cash from operating activities:
     Equity in net income of joint venture                                                       (62,200)        (285,600)
     Changes in:
       Accounts payable, accrued liabilities and due to affiliates                                62,100           72,200
                                                                                               ---------        ---------

           Net cash from operating activities                                                     (3,700)         (34,500)
                                                                                               ---------        ---------

           Net decrease in cash                                                                   (3,700)         (34,500)

CASH, beginning of year                                                                            5,000           39,500
                                                                                               ---------        ---------

CASH, end of year                                                                              $   1,300        $   5,000
                                                                                               =========        =========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-6
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis 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 in
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 of the partners, including income taxes.

Investment in Joint Venture

      The Partnership's investment and share of the income or loss in the 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. As of December 31,
2001 and 2000, the book basis of the Partnership's investment in the Joint
Venture exceeds its tax basis by approximately $1,938,200 and $2,364,600,
respectively. The accompanying financial statements, which are prepared in
accordance with accounting principles generally accepted in the United States,
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
loss for the year ended December 31, 2001 and 2000, in the financial statements
is approximately $407,100 and $313,200 less than tax income or loss for the same
period, respectively. The difference is principally due to timing differences in
depreciation and amortization expense reported by the Joint Venture.

Net Income (Loss) per Unit of Limited Partnership Interest

      Net income (loss) per unit of limited partnership interest is based on the
average number of units outstanding during the periods presented. For this
purpose, net income (loss) has been allocated 99% to the Limited Partners and 1%
to the General Partners. 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 accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts


                                      F-7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of expenses during
the reporting period. Actual results could differ from those estimates.

(2)  PARTNERSHIP MATTERS

      The Partnership was formed on September 4, 1986 by a partnership
agreement, as amended (the "Partnership Agreement"), 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 November 12, 1999, Charter Communications Holdings Company, LLC, an
entity controlled by Charter Communications, Inc. ("Charter"), acquired both the
Corporate General Partner, as well as Falcon Communications, L.P. ("Falcon"),
the entity that provided management and certain other services to the
Partnership. Charter is the nation's fourth largest cable operator, serving
approximately seven 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) provide management and
other services to the Partnership. Charter receives a management fee and
reimbursement of expenses from the Corporate General Partner for managing the
Partnerships cable television operations. The Corporate General Partner, Charter
and affiliated companies are responsible for the management of the Partnership
and its operations.

      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 Partnership Agreement limits the amount of debt the Partnership
may incur.


                                      F-8
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


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

(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. Each of the Venturers share equally in the profits and losses of the
Joint Venture. The investment in the Joint Venture is accounted for on the
equity method. The Joint Venture had net income of $124,400 and $571,200 for the
years ended December 31, 2001 and 2000, of which $62,200 and $285,600 was
allocated to the Partnership, respectively.

(4) PROPOSED SALE OF ASSETS

      In 1999, the Corporate General Partner sought purchasers for all of the
cable television systems of the Partnership, as well as 13 other, affiliated
limited partnership cable operators of which the Corporate General Partner is
also the general partner. This effort was undertaken primarily because, based on
the Corporate General Partner's experience in the cable television industry, it
was concluded that generally applicable market conditions and competitive
factors were making (and would increasingly make) it extremely difficult for
smaller operators of rural cable systems (such as the Partnership and the other
affiliated partnerships) to effectively compete and be financially successful.
This determination was based on the anticipated cost of electronics and
additional equipment to enable the Joint Venture's systems to operate on a
two-way basis with improved technical capacity, insufficiency of Joint Venture
cash reserves and cash flows from operations to finance such expenditures,
limited customer growth potential due to the Joint Venture's systems' rural
location, and a general inability of a small cable system operator such as the
Joint Venture to benefit from economies of scale and the ability to combine and
integrate systems that large cable operators have. Although, certain limited
upgrades have been made, the Corporate General Partner projected that if the
Joint Venture made the additional comprehensive upgrades deemed necessary, the
Joint Venture would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.

      As a result of marketing efforts using an independent broker experienced
in the sale of cable systems, the Joint Venture, together with certain
affiliated partnerships for which the Corporate General Partner also served as a
General Partner, entered into a purchase and sale agreement, dated as of August
8, 2000, as amended September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The
Gans Agreement provided for Gans to acquire the Joint Venture's Monticello,
Kentucky and Pomme de Terre, Missouri systems, as well as certain assets of the
other Gans Selling Partnerships. Following a series of discussions and meetings,
the Joint Venture together with certain affiliated partnerships, and Gans
determined that they were not able to agree on certain further amendments to the
Gans Agreement required to satisfy conditions precedent to close the
transactions. In light of these conditions and existing economic and financial
market conditions, and their impact of Gans' inability to arrange financing in
order to close the acquisitions, on April 18, 2001, the parties agreed to
terminate the Gans Agreement.

      Following termination of the Gans Agreement, the broker once again
attempted to market the Joint Venture's systems. At the time of this filing,
there is no definitive agreement to purchase any of the systems and the broker
continues to market the systems on behalf of the Joint Venture.


                                      F-9
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


      Other expense of $0 and $15,600 for the years ended December 31, 2001 and
2000 consisted of legal and proxy costs associated with the proposed sale of the
Joint Venture's assets.

(5) TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

      The Partnership has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation ("Enstar Cable"), a wholly owned
subsidiary of the Corporate General Partner pursuant to which the Partnership
pays a monthly management fee of 5% of gross revenues to Enstar Cable. The
Partnership did not own or operate any cable television operations in 2001 and
2000 other than through its investment in the Joint Venture. No management fees
were paid by the Partnership during 2001 and 2000.

      The Management Agreement also provides that the Partnership reimburse
Enstar Cable for direct expenses incurred on behalf of the Partnership and for
the Partnership's allocable share of Enstar Cable's operational costs. No
reimbursable expenses were incurred on behalf of the Partnership during 2001 and
2000.

(6) NEW ACCOUNTING STANDARDS

      In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", No. 142,
"Goodwill and Other Intangible Assets" and No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Partnership on July 1, 2001. Management
believes that adoption of SFAS No. 141 did not have an impact on the financial
statements of the Partnership.

      Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS No. 142,
an intangible asset should be recognized if the benefit of the intangible asset
is obtained through contractual or other legal rights or if the intangible asset
can be sold, transferred, licensed, rented or exchanged. Such intangibles
continue to be amortized over their useful lives. SFAS 142 was implemented by
the Partnership on January 1, 2002. Management believes that adoption of SFAS
No. 142 did not have a material impact on the financial statements of the
Partnership.

      Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS No. 143 will be implemented by the Partnership on January 1, 2002.
Management believes that adoption of SFAS No. 143 will not have a material
impact on the financial statements of the Partnership.

      In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Partnership on January 1, 2002. The Partnership is currently in process of
assessing the


                                      F-10
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


impact of adoption of SFAS No. 144.


                                      F-11
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Venturers of
    Enstar Cable of Cumberland Valley:

We have audited the accompanying balance sheets of Enstar Cable of Cumberland
Valley (a Georgia general partnership) as of December 31, 2001 and 2000, and the
related statements of operations, venturers' capital and cash flows for the
years then ended. 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 as of December 31, 2001 and 2000, and the results of its operations and
its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.


/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
   March 29, 2002


                                      F-12
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                                 BALANCE SHEETS

                        AS OF DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                      2001             2000
                                                                                  -----------      -----------
<S>                                                                               <C>              <C>
                                    ASSETS

ASSETS:
   Cash                                                                           $ 4,300,500      $ 2,232,600
   Accounts receivable                                                                148,100          180,700
   Due from affiliates                                                                   --            246,400
   Prepaid expenses and other assets                                                   22,900          109,400
   Property, plant and equipment, net of accumulated depreciation of
     $16,575,000 and $14,993,300, respectively                                      6,462,000        7,225,300
   Franchise cost, net of accumulated amortization of $7,669,000 and
     $7,429,400, respectively                                                         383,300          622,900
   Deferred financing costs and other deferred charges, net                               600           38,300
                                                                                  -----------      -----------

                                                                                  $11,317,400      $10,655,600
                                                                                  ===========      ===========

                      LIABILITIES AND VENTURERS' CAPITAL

LIABILITIES:
   Accounts payable and accrued liabilities                                       $   655,700      $   881,200
   Due to affiliates                                                                  762,900             --
                                                                                  -----------      -----------

           Total liabilities                                                        1,418,600          881,200
                                                                                  -----------      -----------

VENTURERS' CAPITAL:
   Enstar Income/Growth Program Five-A, L.P.                                        4,949,400        4,887,200
   Enstar Income/Growth Program Five-B, L.P.                                        4,949,400        4,887,200
                                                                                  -----------      -----------

           Total venturers' capital                                                 9,898,800        9,774,400
                                                                                  -----------      -----------

           Total liabilities and venturers' capital                               $11,317,400      $10,655,600
                                                                                  ===========      ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-13
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                            2001              2000
                                                                        -----------       -----------
<S>                                                                     <C>               <C>
REVENUES                                                                $ 6,587,400       $ 6,539,500
                                                                        -----------       -----------

OPERATING EXPENSES:
   Service costs                                                          2,347,800         1,962,400
   General and administrative expenses                                    1,047,200           741,800
   General partner management fees and reimbursed expenses                1,188,700         1,412,400
   Depreciation and amortization                                          1,897,200         1,841,400
                                                                        -----------       -----------

                                                                          6,480,900         5,958,000
                                                                        -----------       -----------

           Operating income                                                 106,500           581,500
                                                                        -----------       -----------

OTHER INCOME (EXPENSE):
   Interest income                                                           90,200            43,900
   Interest expense                                                          (3,400)          (45,200)
   Other expense                                                            (68,900)           (9,000)
                                                                        -----------       -----------

                                                                             17,900           (10,300)
                                                                        -----------       -----------

           Net income                                                   $   124,400       $   571,200
                                                                        ===========       ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-14
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                        STATEMENTS OF VENTURERS' CAPITAL

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                         Enstar Income/      Enstar Income/
                                         Growth Program      Growth Program
                                          Five-A, L.P.        Five-B, L.P.             Total
                                         --------------      --------------         ----------
<S>                                        <C>                 <C>                  <C>
BALANCE, January 1, 2000                   $4,601,600          $4,601,600           $9,203,200

   Net income                                 285,600             285,600              571,200
                                           ----------          ----------           ----------

BALANCE, December 31, 2000                  4,887,200           4,887,200            9,774,400

   Net income                                  62,200              62,200              124,400
                                           ----------          ----------           ----------

BALANCE, December 31, 2001                 $4,949,400          $4,949,400           $9,898,800
                                           ==========          ==========           ==========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-15
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                                2001                2000
                                                                                            -----------         -----------
<S>                                                                                         <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                               $   124,400         $   571,200
   Adjustments to reconcile net income to net cash from operating activities:
     Depreciation and amortization                                                            1,897,200           1,841,400
     Changes in:
       Accounts receivable, prepaid expenses and other assets                                   119,100              91,300
       Accounts payable, accrued liabilities and due to/from affiliates                         783,800            (683,800)
                                                                                            -----------         -----------

           Net cash from operating activities                                                 2,924,500           1,820,100
                                                                                            -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                        (818,400)           (547,600)
   Change in intangible assets                                                                  (38,200)            (20,200)
                                                                                            -----------         -----------

           Net cash from investing activities                                                  (856,600)           (567,800)
                                                                                            -----------         -----------

           Net increase in cash                                                               2,067,900           1,252,300

CASH, beginning of year                                                                       2,232,600             980,300
                                                                                            -----------         -----------

CASH, end of year                                                                           $ 4,300,500         $ 2,232,600
                                                                                            ===========         ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-16
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

      Enstar Cable of Cumberland Valley, a Georgia general partnership (the
"Joint Venture"), owns and operates cable systems in small to medium-sized
communities in 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 of the Venturers, including income taxes.

Property, Plant and Equipment

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

<TABLE>
<S>                                     <C>
      Cable distribution systems                           5-15 years
      Vehicles                                              3 years
      Furniture and equipment                              5-7 years
      Leasehold improvements            Shorter of life of lease or useful life of asset
</TABLE>

Franchise Cost

      Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Franchise rights acquired through
the purchase of cable systems represent management's estimate of fair value and
are generally amortized using the straight-line method over a period of up to 15
years. This period represents management's best estimate of the useful lives of
the franchise and assumes substantially all of those franchises that expire
during the period will be renewed by the Joint Venture. Amortization expense
related to franchises for the years ended December 31, 2001 and 2000 was
$239,700 and $299,200, respectively.

      As of December 31, 2001, franchise agreements have expired in twelve of
the Joint Venture's franchise areas where it serves approximately 10,000 basic
customers. The Joint Venture continues to serve those customers while it is in
negotiations to renew the franchise agreements and continues to pay franchise
fees to the local franchise authorities.

Deferred Financing Costs and Other Deferred Charges

      Costs incurred relative to borrowings are deferred and amortized using the
straight-line method over the terms of the related borrowing agreement. Deferred
financing costs were $0 and $23,400, net of accumulated amortization of $140,500
and $117,100 as of December 31, 2001 and 2000, respectively. Other deferred
charges


                                      F-17
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


are amortized using the straight-line method over two years. Other deferred
charges were $600 and $14,900, net of accumulated amortization of $61,000 and
$8,600, as of December 31, 2001 and 2000, respectively.

Long-Lived Assets

      The Joint Venture reviews its long-lived assets for impairment whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected cash flows, undiscounted and without
interest, is less than the carrying amount of the asset, the carrying amount of
the asset is reduced to its estimated fair value and an impairment loss is
recognized.

Revenue Recognition

      Cable television revenues from basic and premium services are recognized
when the related services are provided. Installation revenues are recognized to
the extent of direct selling costs incurred. The remainder, if any, is deferred
and amortized to income over the estimated average period that customers are
expected to remain connected to the cable system. As of December 31, 2001 and
2000, no installation revenues have been deferred, as direct selling costs have
exceeded installation revenues.

      Local governmental authorities impose franchise fees on the Joint Venture
ranging up to a federally mandated maximum of 5% of gross revenues. Such fees
are collected on a monthly basis from the Joint Venture's customers and are
periodically remitted to local franchise authorities. Franchise fees collected
and paid are reported as revenues and expenses.

Income Taxes

      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. As of December 31, 2001 and 2000, the book basis of the Joint
Venture's net assets exceeds its tax basis by approximately $3,876,400 and
$4,729,200, respectively. The accompanying financial statements, which are
prepared in accordance with accounting principles generally accepted in the
United States, 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 the year ended December 31, 2001 and 2000, in the
financial statements is approximately $847,000 and $595,200 less than tax income
or loss for the same period, respectively. The difference is principally due to
timing differences in depreciation and amortization expense.

Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.


                                      F-18
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


(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,
construct, improve, develop and operate cable television systems.

      On November 12, 1999, Charter Communications Holdings Company, LLC, an
entity controlled by Charter Communications, Inc. ("Charter"), acquired both the
Corporate General Partner, as well as Falcon Communications, L.P. ("Falcon"),
the entity that provided management and certain other services to the
Partnership. Charter is the nation's fourth largest cable operator, serving
approximately seven 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) provide management and
other services to the Joint Venture. Charter receives a management fee and
reimbursement of expenses from the Corporate General Partner for managing the
Joint Venture's cable television operations. The Corporate General Partner,
Charter and affiliated companies are responsible for the 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.

(3) PROPOSED SALE OF ASSETS

      In 1999, the Corporate General Partner sought purchasers for all of the
cable television systems of the Joint Venture, as well as other affiliated
limited partnership cable operators of which the Corporate General Partner is
also the general partner. This effort was undertaken primarily because, based on
the Corporate General Partner's experience in the cable television industry, it
was concluded that generally applicable market conditions and competitive
factors were making (and would increasingly make) it extremely difficult for
smaller operators of rural cable systems (such as the Joint Venture and the
other affiliated partnerships) to effectively compete and be financially
successful. This determination was based on the anticipated cost of electronics
and additional equipment to enable the Joint Venture's systems to operate on a
two-way basis with improved technical capacity, insufficiency of Joint Venture
cash reserves and cash flows from operations to finance such expenditures,
limited customer growth potential due to the Joint Venture's systems' rural
location, and a general inability of a small cable system operator such as the
Joint Venture to benefit from economies of scale and the ability to combine and
integrate systems that large cable operators have. Although, certain limited
upgrades have been made, the Corporate General Partner projected that if the
Joint Venture made the additional comprehensive upgrades deemed necessary, the
Joint Venture would not recoup the costs or regain its ability to operate
profitably within the remaining term of its franchises, and as a result, making
these upgrades would not be economically prudent.

      As a result of marketing efforts using an independent broker experienced
in the sale of cable systems, the Joint Venture, together with certain
affiliated partnerships for which the Corporate General Partner also served as a
General Partner, entered into a purchase and sale agreement, dated as of August
8, 2000, as amended September 29, 2000 (the "Gans Agreement"), with Multimedia
Acquisition Corp., an


                                      F-19
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


affiliate of Gans Multimedia Partnership ("Gans"). The Gans Agreement provided
for Gans to acquire the Joint Venture's Monticello, Kentucky and Pomme de Terre,
Missouri systems, as well as certain assets of the other Gans Selling
Partnerships. Following a series of discussions and meetings, the Joint Venture
together with certain affiliated partnerships, and Gans determined that they
were not able to agree on certain further amendments to the Gans Agreement
required to satisfy conditions precedent to close the transactions. In light of
these conditions and existing economic and financial market conditions, and
their impact of Gans' inability to arrange financing in order to close the
acquisitions, on April 18, 2001, the parties agreed to terminate the Gans
Agreement.

      Following termination of the Gans Agreement, the broker once again
attempted to market the Joint Venture's systems. At the time of this filing,
there is no definitive agreement to purchase any of the systems and the broker
continues to market the systems on behalf of the Joint Venture.

      Other expense of $68,900 and $9,000 for the years ended December 31, 2001
and 2000, respectively, represents legal and proxy costs associated with
proposed sale of the Joint Venture's assets.

(4) PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consists of the following as of the dates
presented:

<TABLE>
<CAPTION>
                                                              December 31,
                                                    -------------------------------
                                                        2001               2000
                                                    ------------       ------------
<S>                                                 <C>                <C>
     Cable distribution systems                     $ 22,223,300       $ 21,475,700
     Land and improvements                               149,700            114,800
     Vehicles, furniture and equipment                   664,000            628,100
                                                    ------------       ------------

                                                      23,037,000         22,218,600

     Less:  accumulated depreciation                 (16,575,000)       (14,993,300)
                                                    ------------       ------------

                                                    $  6,462,000       $  7,225,300
                                                    ============       ============
</TABLE>

      Depreciation expense for the years ended December 31, 2001 and 2000, was
$1,581,700 and $1,505,000, respectively.

(5) CREDIT FACILITY

      The Joint Venture was party to a loan agreement with Enstar Finance
Company, LLC, a subsidiary of Enstar Communications Corporation that matured on
August 31, 2001. The loan facility was not extended or replaced and any amounts
outstanding under the facility were paid in full.

(6) COMMITMENTS AND CONTINGENCIES

      The Joint Venture relies upon the availability of cash generated from
operations to fund its ongoing liquidity requirements and capital requirements.
The Joint Venture was required to upgrade its system in Campbell County,
Tennessee under a provision of its franchise agreement. The upgrade began in


                                      F-20
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


1998 and the franchise agreement required the project to be completed by January
2000. The Joint Venture did not meet this requirement, although the project has
subsequently been completed at a total cost of approximately $1,385,000. Under
this upgrade initiative, no additional capital expenditures are currently
planned. The franchising authority has not given any indication that it intends
to take action adverse to the Joint Venture as the result of the Joint Venture's
noncompliance with the upgrade timing requirements of the franchise agreement.
However, no assurances can be given that the franchise authority will not take
action that is adverse to the Joint Venture.

Litigation

      The Joint Venture is involved from time to time in routine legal matters
and other claims incidental to its business. The Joint Venture believes that the
resolution of such matters will not have a material adverse impact on its
financial position or results of operations.

Regulation in the Cable Television Industry

      The operation of a cable system is extensively regulated by the Federal
Communications Commission (FCC), some state governments and most local
governments. 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. The 1996 Telecommunications Act ("1996 Telecom Act")
altered the regulatory structure governing the nation's communications
providers. It removed barriers to competition in both the cable television
market and the local telephone market. Among other things, it reduced the scope
of cable rate regulation and encouraged additional competition in the video
programming industry by allowing local telephone companies to provide video
programming in their own telephone service areas.

      The 1996 Telecom Act required 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 the Joint Venture's operations.

Insurance

      Insurance coverage is maintained for all of the cable television
properties owned or managed by Charter to cover damage to cable distribution
systems, customer 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 owned or managed by Charter,
including those of the Joint Venture.

      Approximately 94% of the Joint Venture's customers 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 flow. The
Joint Venture continues to maintain insurance coverage in amounts its management
views as appropriate for all other property, liability, automobile, workers'
compensation and other insurable risks.


                                      F-21
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


(7) TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

      The Joint Venture has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation ("Enstar Cable"), a wholly owned
subsidiary of the Corporate General Partner, pursuant to which the Joint Venture
pays a monthly management fee of 4% of gross revenues to Enstar Cable.
Management fee expense was $263,500 and $261,600 for the years ended December
31, 2001 and 2000, respectively. In addition, the Joint Venture is also required
to distribute to the Corporate General Partner an amount equal to 1% of gross
revenues, representing its interest as the Corporate General Partner. Management
fee expense to the Corporate General Partner was $65,900 and $65,400 for the
years ended December 31, 2001 and 2000, respectively. No management fee is
payable to Enstar Cable or the Corporate General Partner by the Joint Venture
and management fees are non-interest bearing.

      The Management Agreement also provides that the Joint Venture reimburse
Enstar Cable for direct expenses incurred on behalf of the Joint Venture and the
Joint Venture's allocable share of Enstar Cable's operational costs.
Additionally, Charter and its affiliates provide other management and
operational services for the Joint Venture. These expenses are charged to the
properties served based primarily on the Joint Venture's allocable share of
operational costs associated with the services provided. The Joint Venture
reimburses the affiliates for the Joint Venture's allocable share of the
affiliates' costs. The total amount charged to the Joint Venture for these costs
approximated $859,300 and $1,085,400 for the years ended December 31, 2001 and
2000, respectively.

      Substantially all programming services had been purchased through Charter.
Charter charges the Joint Venture for these costs based on its costs. The Joint
Venture recorded programming fee expense of $1,300,000 and $1,075,000 for the
years ended December 31, 2001 and 2000, respectively. Programming fees are
included in service costs in the accompanying statements of operations.

(8) NEW ACCOUNTING STANDARDS

      In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations", No. 142,
"Goodwill and Other Intangible Assets" and No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Venture on July 1, 2001. Management believes
that adoption of SFAS No. 141 did not have an impact on the financial statements
of the Venture.

      Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS No. 142,
an intangible asset should be recognized if the benefit of the intangible asset
is obtained through contractual or other legal rights or if the intangible asset
can be sold, transferred, licensed, rented or exchanged. Such intangibles
continue to be amortized over their useful lives. SFAS 142 was implemented by
the Venture on January 1, 2002. Management believes that adoption of SFAS No.
142 did not have a material impact on the financial statements of the Venture.

      Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred if
a reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS


                                      F-22
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000


No. 143 will be implemented by the Venture on January 1, 2002. Management
believes that adoption of SFAS No. 143 will not have a material impact on the
financial statements of the Venture.

      In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment of Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 was implemented by
the Venture on January 1, 2002. The Venture is currently in process of assessing
the impact of adoption of SFAS No. 144.


                                      F-23
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


To the Partners of
    Enstar Income/Growth Program Five-A, L.P. (a Georgia limited partnership):


We have audited the accompanying statements of operations, partnership capital
(deficit), and cash flows of Enstar Income/Growth Program Five-A, L.P. (a
Georgia limited partnership) for the year 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Enstar
Income/Growth Program Five-A, L.P. for the year 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-24
<PAGE>


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

                             STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                                                  <C>
OPERATING EXPENSES:
   General and administrative expenses                                               $ (41,400)
                                                                                     ---------

           Loss before equity in net income of joint venture                           (41,400)

EQUITY IN NET INCOME OF JOINT VENTURE                                                  199,200
                                                                                     ---------

           Net income                                                                $ 157,800
                                                                                     =========

NET INCOME ALLOCATED TO GENERAL PARTNERS                                             $   1,600
                                                                                     =========

NET INCOME ALLOCATED TO LIMITED PARTNERS                                             $ 156,200
                                                                                     =========

NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST                                  $    2.61
                                                                                     =========

WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR                  59,766
                                                                                     =========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-25
<PAGE>


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

                   STATEMENT OF PARTNERSHIP CAPITAL (DEFICIT)

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                               General          Limited
                                                               Partners         Partners           Total
                                                              ----------       ----------       ----------
<S>                                                           <C>              <C>              <C>
PARTNERSHIP CAPITAL (DEFICIT), January 1, 1999                $  (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-26
<PAGE>


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

                            STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                                                            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                  $ 157,800
   Adjustments to reconcile net income to net cash used in operating activities:
       Equity in net income loss of joint venture                                               (199,200)
       Decrease from changes in:
         Accounts payable and due to affiliates                                                   (3,600)
                                                                                               ---------

           Net cash used in operating activities                                                 (45,000)
                                                                                               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Distributions from joint venture                                                               64,000
                                                                                               ---------

           Net increase in cash                                                                   19,000

CASH, BEGINNING OF YEAR                                                                           20,500
                                                                                               ---------

CASH, END OF YEAR                                                                              $  39,500
                                                                                               =========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-27
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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 in
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-28
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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 raised 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.


                                      F-29
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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

      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 earned income
of $398,400 in 1999, of which income of $199,200 was allocated to the
Partnership.

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 1999 other than through its investment in the Joint
Venture. No management fees were paid by the Partnership during 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 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-30
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


To the Venturers of
    Enstar Cable of Cumberland Valley  (a Georgia general partnership):

We have audited the accompanying statements of operations, venturers' capital,
and cash flows of Enstar Cable of Cumberland Valley (a Georgia general
partnership) for the year 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Enstar Cable
of Cumberland Valley for the year 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-31
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                             STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1999


<TABLE>
<S>                                                                         <C>
REVENUES                                                                    $ 6,780,200
                                                                            -----------

OPERATING EXPENSES:
   Service costs                                                              2,819,200
   General and administrative expenses                                        1,015,700
   General partner management fees and reimbursed expenses                      578,600
   Depreciation and amortization                                              1,824,500
                                                                            -----------

                                                                              6,238,000
                                                                            -----------

           Operating income                                                     542,200
                                                                            -----------

OTHER INCOME (EXPENSE):
   Interest expense                                                            (181,400)
   Interest income                                                               37,600
                                                                            -----------

                                                                               (143,800)
                                                                            -----------

           Net income                                                       $   398,400
                                                                            ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-32
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                         STATEMENT OF VENTURERS' CAPITAL

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                               Enstar Income/       Enstar Income/
                                               Growth Program       Growth Program
                                                Five-A, L.P.         Five-B, L.P.             Total
                                               --------------       --------------         -----------
<S>                                             <C>                  <C>                   <C>
BALANCE, January 1, 1999                        $ 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-33
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                             STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                                                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                      $   398,400
   Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization                                                                 1,824,500
       Amortization of deferred loan costs                                                              40,700
       Increase (decrease) from changes in:
         Accounts receivable, prepaid expenses and other assets                                       (122,300)
         Accounts payable and due to affiliates                                                         21,500
                                                                                                   -----------

           Net cash provided by operating activities                                                 2,162,800
                                                                                                   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                               (558,600)
   Increase in intangible assets                                                                       (11,500)
                                                                                                   -----------

           Net cash used in investing activities                                                      (570,100)
                                                                                                   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to venturers                                                                         (128,000)
   Repayment of borrowings from affiliate                                                           (1,000,000)
                                                                                                   -----------

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

           Net increase in cash                                                                        464,700

CASH, BEGINNING OF YEAR                                                                                515,600
                                                                                                   -----------

CASH, END OF YEAR                                                                                  $   980,300
                                                                                                   ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-34
<PAGE>


                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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.

Property, Plant, Equipment and Depreciation and Amortization

      Property, plant and equipment are reported 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:

<TABLE>
<S>                                     <C>
      Cable distribution systems                         5-15 years
      Vehicles                                            3 years
      Furniture and equipment                            5-7 years
      Leasehold improvements            Shorter of life of lease or useful life of asset
</TABLE>

      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 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 customers at December 31, 1999.

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.


                                      F-35
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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.

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


                                      F-36
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


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.

NOTE 4 - 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:

Notes Payable - Affiliate

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

NOTE 5 - 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.


                                      F-37
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


      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 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 covenants
at December 31, 1999.

NOTE 6 - 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:

<TABLE>
<CAPTION>
                        Year                    Amount
                      --------                --------
<S>                                           <C>
                        2000                  $ 18,500
                        2001                    18,400
                        2002                    10,600
                                              --------

                                              $ 47,500
                                              ========
</TABLE>

      Rentals, other than pole rentals, charged to operations approximated
$48,600 in 1999, while pole rental expense approximated $114,900 in 1999.

      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 non-compliance 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 non-compliance, 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 prices charged for basic cable service, cable
programming service tiers ("CPSTs") and equipment and installation services.
Regulations issued in 1993


                                      F-38
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


and significantly amended in 1994 by the Federal Communications Commission (the
"FCC") have resulted in changes in the prices 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 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 customer
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 customer 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 customers 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 customers
reside in Missouri where the claim was filed.

NOTE 7 - 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 $271,200 in
1999. 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 $67,800 in 1999.


                                      F-39
<PAGE>

                        ENSTAR CABLE OF CUMBERLAND VALLEY

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


      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
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 $239,600
during 1999.

      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 $791,200 in 1999. 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 $1,383,600 in 1999. Programming fees are
included in service costs in the statement 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 8 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Cash paid for interest amounted to $197,400 in 1999.


                                      F-40
<PAGE>


                                  EXHIBIT INDEX

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

     2.1a           Asset Purchase Agreement, dated August 8, 2000, by and among
                    Multimedia Acquisition Corp., as Buyer, and Enstar Income
                    Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar
                    Income Program IV-3, L.P., Enstar Income/Growth Program
                    Six-A, L.P., Enstar IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD
                    Systems Venture, Enstar Cable of Cumberland Valley and
                    Enstar Cable of Macoupin County, as Sellers. (Incorporated
                    by reference to the exhibits to the Current Report on Form
                    10-Q of Enstar Income Program II-1, L.P., File No. 000-14508
                    for the quarter ended June 30, 2000.)

     2.1b           Amendment dated September 29, 2000, of the Asset Purchase
                    Agreement dated August 8, 2000, by and among Multimedia
                    Acquisition Corp., as Buyer, and Enstar Income Program II-1,
                    L.P., Enstar Income Program II-2, L.P., Enstar Income
                    Program IV-3, L.P., Enstar Income/Growth Program Six-A,
                    L.P., Enstar IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD
                    Systems Venture, Enstar Cable of Cumberland Valley and
                    Enstar Cable of Macoupin County, as Sellers. (Incorporated
                    by reference to the exhibits to the Current Report on Form
                    10-Q of Enstar Income Program IV-1, L.P., File No. 000-15705
                    for the quarter ended September 30, 2000.)

     2.3            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.
                    (Incorporated by reference to the exhibits to the
                    Registrant's Quarterly Report on Form 10-Q, File No.
                    000-16779 for the quarter ended March 31, 1993.)

     3              Second Amended and Restated Agreement of Limited Partnership
                    of Enstar Income/Growth Program Five-A, L.P., dated as of
                    August 1, 1988. (Incorporated by reference to the exhibits
                    to the Registrant's Annual Report on Form 10-K, File No.
                    000-16779 for the fiscal year ended December 31, 1988.)

     10.1           Amended and Restated Partnership Agreement of Enstar Cable
                    of Cumberland Valley, dated as of April 28, 1988.
                    (Incorporated by reference to the exhibits to the
                    Registrant's Annual Report on Form 10-K, File No. 000-16779
                    for the fiscal year ended December 31, 1988.)

     10.2           Management Agreement between Enstar Income/Growth Program
                    Five-A, L.P., and Enstar Cable Corporation. (Incorporated by
                    reference to the exhibits to the Registrant's Annual Report
                    on Form 10-K, File No. 000-16779 for the fiscal year ended
                    December 31, 1987.)

     10.3           Management Agreement between Enstar Cable of Cumberland
                    Valley and Enstar Cable Corporation, as amended.
                    (Incorporated by reference to the exhibits to the
                    Registrant's Annual Report on Form 10-K, File No. 000-16779
                    for the fiscal year ended December 31, 1988.)

     10.4           Management Services Agreement between Enstar Cable
                    Corporation and Falcon Communications, L.P. dated as of
                    September 30, 1998 (Incorporated by reference to the
                    exhibits to the Annual Report on Form 10-K of Enstar Income
                    Program II-1, L.P., File No. 000-14508 for the fiscal year
                    ended December 31, 2001.)

     10.5           Service agreement between Enstar Communications Corporation,
                    Enstar Cable Corporation and Falcon Communications, L.P.
                    dated as of September 30, 1998 (Incorporated by reference


                                       E-1
<PAGE>


                                  EXHIBIT INDEX

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

                    to the exhibits to the Annual Report on Form 10-K of Enstar
                    Income Program II-1, L.P., File No. 000-14508 for the fiscal
                    year ended December 31, 2001.)

     10.6           Consulting Agreement between Enstar Communications
                    Corporation and Falcon Communications, L.P. dated as of
                    September 30, 1998 (Incorporated by reference to the
                    exhibits to the Annual Report on Form 10-K of Enstar Income
                    Program II-1, L.P., File No. 000-14508 for the fiscal year
                    ended December 31, 2001.)

     21.1           Subsidiaries: Enstar Cable of Cumberland Valley.

  ** 99.1           Letter responsive to Temporary Note 3T to Article 3 of
                    Regulation S-X.


                                       E-2