<PAGE>
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       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)

<TABLE>
<S>                                                                 <C>

                    GEORGIA                                                       58-1712898
(State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification Number)
</TABLE>


                             12405 POWERSCOURT DRIVE

                            ST. LOUIS, MISSOURI 63131
           (Address of principal executive offices including zip code)

                                 (314) 965-0555

              (Registrant's telephone number, including area code)

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: All 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.

                          2002 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
<TABLE>

<CAPTION>

PART I                                                                                                        PAGE
<S>                                                                                                           <C>
Item 1.    Business....................................................................................         3
Item 2.    Properties..................................................................................        16
Item 3.    Legal Proceedings...........................................................................        16
Item 4.    Submission of Matters to a Vote of Security Holders.........................................        16

PART II

Item 5.    Market for the Registrant's Equity Securities and Related Security Holder Matters...........        17
Item 6.    Selected Financial Data.....................................................................        18
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.......        20
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk..................................        28
Item 8.    Financial Statements and Supplementary Data.................................................        28
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........        28

PART III

Item 10.   Directors and Executive Officers of the Registrant..........................................        29
Item 11.   Executive Compensation......................................................................        30
Item 12.   Security Ownership of Certain Beneficial Owners and Management..............................        31
Item 13.   Certain Relationships and Related Transactions..............................................        31

PART IV

Item 14.   Controls and Procedures.....................................................................        33
Item 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................        33

SIGNATURES.............................................................................................        34

CERTIFICATIONS.........................................................................................        35
</TABLE>

This Annual Report on Form 10-K is for the year ended December 31, 2002. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. The Securities and Exchange Commission (SEC) allows us to "incorporate
by reference" information that we file with the SEC, which means that we can
disclose important information to you by referring you directly to those
documents. Information incorporated by reference is considered to be part of
this Annual Report. In addition, information that we file with the SEC 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.


<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 12,500 basic customers at December 31, 2002 in and
around the cities of Greensburg, Russell Springs, Liberty, Monticello, and
Cumberland, Kentucky, Jellico and Campbell County, Tennessee and Wheatland and
Pomme de Terre, 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 of which our Corporate General
Partner is also 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, a
Georgia corporation (the "Corporate General Partner") and Robert T. Graff, Jr.
(the "Individual General Partner"). Since its incorporation 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, 2002, the Corporate General Partner managed cable
television systems serving approximately 32,400 basic customers. On November 12,
1999, the Corporate General Partner became an indirect controlled subsidiary of
Charter Communications, Inc., also called Charter, the nation's third largest
cable operator, serving approximately 6.6 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.

LIQUIDATION BASIS ACCOUNTING AND SALE OF CABLE SYSTEMS

Our Corporate General Partner continues to operate our cable television systems
during our divestiture transactions for the benefit of our unitholders.

In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Partnership and other affiliated Partnerships 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's 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.

In March 2003, a majority of the Limited Partners of the Venturers approved the
sale of the Joint Venture's final cable systems and a plan of liquidation of the
Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of headends in and around Monticello, Kentucky to Access Cable Television,
Inc. for a total sale price of approximately $6 million. Also on March 31, 2003,
pursuant to an asset purchase agreement dated October 8, 2002, the Joint Venture
completed the



                                       3
<PAGE>

sale of headends in and around Russell Springs, Kentucky to Cumberland Cellular,
Inc. (collectively with the Monticello headend, the Monticello System) for a
total sale price of approximately $3 million.

On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $502,800 (approximately $599 per customer acquired).
This sale is a part of a larger transaction in which the Joint Venture and eight
other affiliated partnerships (which, together with the Joint Venture are
collectively referred to as the "Selling Partnerships") would sell all of their
remaining assets used in the operation of their respective cable systems to
Telecommunications Management for a total cash sale price of approximately
$15,341,600 (before adjustments) (the Telecommunications Management Sale). The
Telecommunications Management Sale is subject to the approval of the holders of
the other Selling Partnerships. In addition, the transaction is subject to
certain closing conditions, including regulatory and franchise approvals. As of
December 31, 2002, the Pomme de Terre system had approximately 6% of the total
subscribers in the Joint Venture's systems. The Partnership Agreement gives the
general partners the authority to sell insubstantial portions of the property
and assets of the Partnership without unitholder approval.

On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to Telecommunications
Management. The side letter amends the asset purchase agreement and Deposit
Escrow Agreement to extend the date of the second installment of the deposit and
outside closing date each by 60 days. On April 7, 2003, the second installment
of the escrow deposit was due and was not received. We are currently evaluating
our alternatives with respect to this new development.

The Joint Venture finalized its proposed plan of liquidation on November 30,
2002 in connection with the filing of a proxy to obtain approval of the Limited
Partners of the joint venturers for the sale of the Joint Venture's final cable
systems and the subsequent liquidation and dissolution of the Joint Venture and
the Partnership. In March 2003, the required number of votes necessary to
implement the plan of liquidation were obtained. As a result, the Joint Venture
changed its basis of accounting to the liquidation basis as of November 30,
2002. Accordingly, the assets in the accompanying statement of net assets in
liquidation as of December 31, 2002 have been stated at estimated realizable
values and the liabilities have been reflected at estimated settlement amounts.
The change to liquidation basis accounting resulted in an increase to property,
plant and equipment of $2.9 million and a recognition of an asset for expected
operating results for the Monticello system through the date of sale (March 31,
2003) of $454,000. Assets for the Pomme de Terre system were not adjusted as the
amounts were not estimable due to uncertainties surrounding the ultimate sale of
that system. In addition, estimated accrued costs of liquidation of $100,800
were recorded in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation as an estimate of costs to be incurred
subsequent to the sales of the systems but prior to final dissolution of the
Joint Venture. In addition, the Partnership changed its basis of accounting to
the liquidation basis and recorded $23,200 of accrued costs of liquidation.
Distributions ultimately made to the partners upon liquidation will differ from
the amounts recorded in the accompanying statement of net assets in liquidation
as a result of future operations of the Pomme de Terre system, the sale proceeds
ultimately received for the Pomme de Terre system by the Joint Venture and
adjustments if any to estimated costs of liquidation.

The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.



                                       4
<PAGE>




DESCRIPTION OF THE JOINT VENTURE'S SYSTEMS

The table below sets forth certain operating statistics for the Joint Venture's
cable systems as of December 31, 2002:
<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        33,100          11,700                 35.3%             1,800                 15.4%             $   44.80
Pomme de Terre, MO     3,600             800                 22.2%               100                 12.5%             $   33.00
                       -----             ---                                     ---
Total                 36,700          12,500                 34.1%             1,900                 15.2%             $   41.94
                      ======          ======                                   =====
</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, 2002, divided by twelve
            months, divided by the actual number of basic customers at the
            December 31, 2002.

SERVICES, MARKETING AND PRICES

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

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

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

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

      -     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 Joint
Venture a share of revenues from sales of products to the Joint Venture's
customers, in addition to paying the Joint Venture a separate fee in return for
carrying their shopping service.

                                       5
<PAGE>

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, 2002, the Joint Venture's monthly prices for basic cable service
for residential customers, including certain discounted prices, was $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

The Joint Venture purchases 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 Charter's,
and correspondingly the Joint Venture's, programming costs will not continue to
increase substantially in the near future, or that other materially adverse
terms will not be added to Charter's programming contracts. We believe, however,
that Charter's relations with its programming suppliers generally are good.

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

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.

Prior to completing the sale of the Monticello system, 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 pending sales transactions, the high
cost of this comprehensive upgrade plan and the limited funds available to us,
such a plan is not judged to be economically prudent and accordingly, the
Corporate General Partner does not presently anticipate that it will proceed
with a comprehensive upgrade plan. In 2002, the


                                       6
<PAGE>

Joint Venture commenced a limited plant and technological upgrade to a small
system digital solution. This effort was halted in the fourth quarter of 2002
upon entering into the asset purchase agreement with Telecommunications
Management.

CUSTOMER SERVICE AND COMMUNITY RELATIONS

The Joint Venture continually strives to improve customer service and strengthen
community relations and believe that success in these areas is critical to our
business. The Joint Venture relies upon Charter pursuant to the management
services agreement to assist with customer service and community relations. The
Joint Venture is also committed to fostering strong community relations in the
towns and cities we serve. The Joint Venture supports local charities and
community causes in various. The Joint Venture also participates in the "Cable
in the Classroom" program, whereby cable television companies throughout the
United States provide schools with free cable television service. In addition,
the Joint Venture installs and provides free basic cable service to public
schools, government buildings and non-profit hospitals in many of the
communities in which they operate.

FRANCHISES

As of December 31, 2002, the Joint Venture operated cable systems in 22
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 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. 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.

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

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, 2002:



                                       7
<PAGE>



<TABLE>
<CAPTION>

                                                             NUMBER OF         PERCENTAGE OF
                                          NUMBER OF            BASIC               BASIC
    YEAR OF FRANCHISE EXPIRATION          FRANCHISES         CUSTOMERS           CUSTOMERS
    ----------------------------          ----------        -----------        -------------
<S>                                       <C>                <C>               <C>

    Prior to 2004                             11               7,800               62.4%
    2004 - 2008                                7               2,300               18.4%
    2009 and after                             4                 600                4.8%
                                               -                 ---                 ---
    Total                                     22              10,700                85.6%
                                              ==              ======                ====
</TABLE>

As of December 31, 2002, franchise agreements have expired in nine of the Joint
Venture's franchise areas where it serves approximately 7,800 basic customers.
The Joint Venture continues to serve these customers until it sold the
Monticello system on March 31, 2003 and continues to negotiate to renew the
franchise agreements and continues to pay franchise fees to the local franchise
authorities in the Pomme de Terre system. 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 1,800 customers, comprising approximately 14.4% of
the Joint Venture's customers, were served by unfranchised portions of such
systems at December 31, 2002. The Joint Venture has never had a franchise
revoked for any of its systems and believes that it has satisfactory
relationships with substantially all of its franchising authorities.

The 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. The franchising authority
notified the Joint Venture on March 18, 2002, that it had violated the franchise
agreement for failing to comply with the upgrade requirement. As a result of the
alleged violation, the franchising authority could assess monetary damages or
revoke the franchise. 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 and allowed the transfer of the franchise to Access Cable
Television, Inc. on March 31, 2003.

COMPETITION

We face competition in the areas of price, 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 Comcast Corp. and AT&T
Broadband, the largest and third largest cable providers in the country 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, 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 19 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, provided the customer enables two-way
communication through a separate telephone connection.

Video compression technology and high powered satellites allow DBS providers to
offer more than 200 digital channels from a single 32 transponder satellite,
thereby surpassing the typical analog cable system. In 2002, major DBS
competitors offered a greater variety of channel packages, and were especially
competitive at the lower end pricing. In addition, while we continue to believe
that the initial investment by a DBS customer exceeds that of a cable customer,
the initial equipment cost for DBS has decreased substantially, as the DBS
providers have aggressively marketed offers to new customers of incentives for
discounted or free equipment, installation and multiple units. DBS providers
have a national service and are able to establish a national image and branding
with


                                       8
<PAGE>

standardized offerings, which together with their ability to avoid franchise
fees of up to 5% of revenues, leads to greater efficiencies and lower costs in
the lower tiers of service. However, we believe that some consumers continue to
prefer our stronger local presence in our markets.

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 honor mandatory carriage obligations
of less popular broadcast stations in the same television markets. 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.

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. Traditionally, cable television has provided a higher
picture quality and more channel offerings than broadcast television. However,
the recent licensing of digital spectrum by the Federal Communications
Commission will provide traditional broadcasters 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.

Telephone Companies and Utilities. The competitive environment has been
significantly affected by technological developments and regulatory changes
enacted under the 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.

Although telephone companies can lawfully enter the cable television business,
activity in this area is currently quite limited. We cannot predict the
likelihood of success of the broadband services offered by our competitors or
the impact on us of such competitive ventures. The entry of telephone companies
as direct competitors in the video marketplace may become more widespread and
could adversely affect the profitability and valuation of established cable
systems.

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 that are offered by cable
systems. SMATV systems currently benefit


                                       9
<PAGE>

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
Federal Communications Commission 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 Federal Communications Commission 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.



                                       10
<PAGE>



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 Federal
Communications Commission, some state governments and most local governments.
The Federal Communications Commission 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 Federal Communications Commission 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 Federal Communications Commission to undertake
a number of implementing rulemakings. Moreover, Congress and the Federal
Communications Commission have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect our
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 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 Federal Communications Commission 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 Federal Communications
Commission 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.

For regulated cable systems, the basic service tier rate increases are governed
by a complicated price cap scheme devised by the Federal Communications
Commission 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.

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, were historically rate regulated by the
Federal Communications Commission. Under the 1996 Telecom Act, however, the
Federal Communications Commission's authority to regulate cable programming
service tier rates expired on March 31, 1999. The Federal Communications
Commission 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. The elimination of cable programming
service tier regulation affords us substantially greater pricing flexibility,
subject to competitive factors and customer acceptance.

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. 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 Federal Communications
Commission.



                                       11
<PAGE>

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. States
are authorized, however, to impose "competitively neutral" requirements
regarding universal service, public safety and welfare, service quality, and
consumer protection. State and local governments also retain their authority to
manage the public rights-of-way and may require reasonable, competitively
neutral compensation for management of the public rights-of-way when cable
operators provide telecommunications service. The favorable pole attachment
rates afforded cable operators under federal law can be gradually increased by
utility companies owning the poles if the operator provides telecommunications
service, as well as cable service, over its plant. The Federal Communications
Commission 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.

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 entities. Even then, the Federal Communications Commission 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 Federal Communications
Commission 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 of 1935. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the Federal Communications
Commission 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 Federal Communications Commission to engage in
activities which could include the provision of video programming.

Additional Ownership Restrictions. The 1996 Telecom Act eliminated a statutory
restriction on broadcast network/cable cross-ownership, but left in place
existing Federal Communications Commission regulations prohibiting local
cross-ownership between co-located television stations and cable systems. The
District of Columbia Circuit Court of Appeals subsequently struck down this
remaining broadcast/cable cross-ownership prohibition, and the Federal
Communications Commission has now eliminated the prohibition.

                                       12
<PAGE>

Pursuant to the 1992 Cable Act, the Federal Communications Commission 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 Federal Communications Commission
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 Federal Communications Commission had not adequately justified the
specific rules (i.e., the 40% and 30% figures) adopted. The Federal
Communications Commission is now considering replacement regulations.

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 rule 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
rule that allows local commercial television broadcast stations to negotiate for
payments for granting permission to the cable operator to carry the stations.
Must carry requests can dilute the appeal of a cable system's programming
offerings because a cable system with limited channel capacity may be required
to forego carriage of popular channels in favor of less popular broadcast
stations electing must carry. Retransmission consent demands may require
substantial payments or other concessions. Either option has a potentially
adverse effect on our business. The burden associated with must carry may
increase substantially if broadcasters proceed with planned conversion to
digital transmission and the Federal Communications Commission 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 Federal
Communications Commission 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 Federal Communications
Commission 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 a single digital 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 Federal
Communications Commission 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 Federal Communications Commission 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 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. The Federal
Communications Commission recently extended this exclusivity prohibition to
October 2007. DBS providers have no similar restrictions on exclusive
programming contracts. Pursuant to the Satellite Home Viewer Improvement Act,
the Federal Communications Commission 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 dating back to 1997 and largely
upheld in a 2003 reconsideration order, the Federal Communications Commission
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. In another proceeding, the Federal


                                       13
<PAGE>

Communications Commission 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 Federal Communications Commission
ruling may limit the extent to which we along with multiple dwelling unit owners
may enforce certain aspects of multiple dwelling unit agreements which otherwise
prohibit, for example, placement of digital broadcast satellite receiver
antennae in multiple dwelling unit areas under the exclusive occupancy of a
renter. These developments may make it even more difficult for us to provide
service in multiple dwelling unit complexes.

Other Communications Act Provisions and Regulations of the Federal
Communications Commission. In addition to the Communications Act provisions and
Federal Communications Commission regulations noted above, there are other
statutory provisions and regulations of the Federal Communications Commission
covering such areas as:

      -     subscriber privacy,

      -     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,

      -     registration of cable systems and facilities licensing,

      -     maintenance of various records and public inspection files,

      -     aeronautical frequency usage,

      -     lockbox availability,

      -     antenna structure notification,

      -     tower marking and lighting,

      -     consumer protection and customer service standards,

      -     technical standards,

      -     equal employment opportunity,

      -     consumer electronics equipment compatibility, and

      -     emergency alert systems.

The Federal Communications Commission (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. As of January 1, 2005, cable operators
will be prohibited from placing in service new set-top terminals that integrate
security functions and basic converter navigation functions.

The FCC is currently conducting a rulemaking in which it is considering adopting
rules to help implement a recent agreement between major cable operators and
manufacturers of consumer electronics on "plug and play" digital televisions.
The proposed rules would require cable operators to provide "point of
deployment" security modules and support to customer-owned digital televisions
and similar devices already equipped with built-in set-top box functionality.
The rules would also permit the offering of digital programming with certain
copy controls built into the programming, subject to limitations on the use of
those copy controls. These proposed restrictions, if adopted as proposed, would
apply equally to cable operators and to other MVPDs, such as DBS.

Additional Regulatory Policies May Be Added in the Future. The Federal
Communications Commission has 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 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



                                       14
<PAGE>

television signals carried, and the location of the cable system, cable
operators can obtain blanket permission to retransmit copyrighted material
included in broadcast signals. The possible modification or elimination of this
compulsory copyright license is the subject of continuing legislative review and
could adversely affect our ability to obtain desired broadcast programming. We
cannot predict the outcome of this legislative activity. Copyright clearances
for nonbroadcast programming services are arranged through private negotiations.

Cable operators distribute locally originated programming and advertising that
use music controlled by the two principal major music performing rights
organizations, the American Society of Composers, Authors and Publishers and
Broadcast Music, Inc. The cable industry has had a long series of negotiations
and adjudications with both organizations. 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, the local franchising authority may attempt to impose more burdensome
or onerous franchise requirements as a condition for providing its 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 Federal Communications Commission tentatively held that a cable
operator's provision of Internet access service should not subject the operator
to additional franchising requirements. That decision is currently under appeal
to federal court.

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 Corporate General Partner employed 12 personnel who
worked exclusively for the Joint Venture, the cost of which is charged directly
to the Joint Venture. The additional 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


                                       15
<PAGE>

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 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

In December 2002, a proxy was filed with the SEC seeking to obtain approval of
the Limited Partners for the sale of the Joint Venture's final cable system and
the subsequent liquidation and dissolution of the Partnership. On March 4, 2003,
the SEC review process was completed and proxy statements were mailed to the
holders of Limited Partnership Units. A majority vote was reached in March 2003
and the sale closed on March 31, 2003.



                                       16
<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 1,413 as of December 31, 2002.
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.

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 2002, 2001, or 2000.

Substantial cash distributions will be made in 2003 as a result of the cable
system sales. Upon completion of the sale of the remaining cable system to
Telecommunications Management as discussed herein, the Partnership will be
liquidated and all remaining net assets distributed to the Limited Partners and
the Corporate General Partner.



                                       17
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

The table below presents selected financial data of the Partnership and of the
Joint Venture for the four years ended December 31, 2001 and the eleven months
ended November 30, 2002. 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>

                                                 FOR THE PERIOD
                                                 FROM JANUARY 1,
                                              2002 TO NOVEMBER 30,
                                                                                       YEAR ENDED DECEMBER 31,
                                                                         ------------------------------------------------------
OPERATIONS STATEMENT DATA                           2002 (1)             2001             2000              1999           1998
-------------------------                           --------             ----             ----              ----           ----
<S>                                             <C>                    <C>            <C>                 <C>           <C>

Equity in net income of joint venture              $ 146,300           $ 62,200       $ 285,600           $ 199,200     $ 272,000
Operating expenses                                   (61,000)           (65,800)       (106,700)            (41,400)      (21,800)
Interest expense                                        --                 --              --                  --          (1,700)
                                                   ---------           --------       ---------           ---------     ---------

Net income (loss)                                  $  85,300           $ (3,600)      $ 178,900           $ 157,800     $ 248,500
                                                   =========           ========       =========           =========     =========

Per unit of limited partnership interest:
   Net income (loss)                               $    1.41           $  (0.06)      $    2.96           $    2.61     $    4.12
                                                   =========           ========       =========           =========     =========

OTHER OPERATING DATA
   Net cash from operating activities              $ (78,600)          $ (3,700)      $ (34,500)          $ (45,000)    $ (30,800)
   Net cash from investing activities                 78,200               --              --                64,000        28,500

</TABLE>


<TABLE>
<CAPTION>
                                                                                              AS OF DECEMBER 31,
                                                                           ------------------------------------------------------
 BALANCE SHEET DATA                                                        2001             2000             1999            1998
 ------------------                                                        ----             ----             ----            ----
<S>                                                                       <C>            <C>              <C>              <C>

                                                                       $ 4,950,700    $ 4,892,200         $ 4,641,100   $ 4,486,900
Total assets                                                               (76,000)       (76,000)            (77,800)      (79,400)
General Partners' deficit                                              $ 4,888,800    $ 4,892,400         $ 4,715,300   $ 4,559,100
Limited Partners' capital
</TABLE>

      (1)   This information excludes the effect of the change to the
            liquidation basis of accounting.

<TABLE>
<CAPTION>
                                                     FOR THE PERIOD FROM
                                                      DECEMBER 1, 2002 TO
                                                       DECEMBER 31, 2002
                                                     --------------------
<S>                                                  <C>

NET ASSETS IN LIQUIDATION DATA

Equity in changes in net assets of Joint Venture     $              (800)
General and administrative expenses                              ( 9,200)
                                                     -------------------
Net decrease in net assets in liquidation            $           (10,000)
                                                     ===================
</TABLE>
<TABLE>
<CAPTION>


                                                 AS OF DECEMBER 31, 2002
                                                 -----------------------
<S>                                                <C>

Total assets                                         $       6,644,200
Net assets in liquidation                            $       6,489,000

</TABLE>



                                       18
<PAGE>





      II    ENSTAR CABLE OF CUMBERLAND VALLEY
<TABLE>
<CAPTION>

                                          FOR THE PERIOD
                                           FROM JANUARY
                                            1, 2002 TO
                                           NOVEMBER 30,                        YEAR ENDED DECEMBER 31,
                                          -------------        --------------------------------------------------------
OPERATIONS STATEMENT DATA                   2002 (1)           2001             2000              1999             1998
-------------------------                   --------           ----             ----              ----             ----
<S>                                       <C>              <C>              <C>              <C>              <C>

Revenues                                  $ 5,792,400      $ 6,587,400      $ 6,539,500      $ 6,780,200      $ 7,075,400

Operating expenses                         (3,989,600)      (4,583,700)      (4,116,600)      (4,413,500)      (4,018,600)
Depreciation and amortization              (1,568,000)      (1,897,200)      (1,841,400)      (1,824,500)      (2,085,200)
                                           ----------       ----------       ----------       ----------       ----------

Operating income                              234,800          106,500          581,500          542,200          971,600

Interest income                                57,900           90,200           43,900           37,600           45,300
Interest expense                                 --             (3,400)         (45,200)        (181,400)        (257,300)
Casualty loss                                    --               --               --               --           (215,600)
Other expense                                    (100)         (68,900)          (9,000)            --               --
                                           ----------       ----------       ----------       ----------       ----------
   Net income                             $   292,600      $   124,400      $   571,200      $   398,400      $   544,000
                                          ===========      ===========      ===========      ===========      ===========

Distributions paid to venturers           $   156,400      $      --        $      --        $   128,000      $    57,000
                                          ===========      ===========      ===========      ===========      ===========

OTHER OPERATING DATA
   Net cash from operating activities     $ 2,341,100      $ 2,924,500      $ 1,820,100      $ 2,162,800      $ 2,890,500
   Net cash from investing activities      (1,063,900)        (856,600)        (567,800)        (570,100)      (1,794,300)
   Net cash from financing activities        (156,400)            --               --         (1,128,000)      (1,661,800)
   Capital expenditures                   $ 1,061,300      $   818,400      $   547,600      $   558,600      $ 1,768,700

</TABLE>

<TABLE>
<CAPTION>
                                                                              AS OF DECEMBER 31,
                                                              ---------------------------------------------------
BALANCE SHEET DATA                                            2001            2000              1999           1998
                                                              ----            ----              ----           ----
<S>                                                        <C>             <C>               <C>             <C>

Total assets                                               $11,317,400      $10,665,600      $10,521,800      $11,229,800
Total debt                                                        --               --               --          1,000,000
Venturers' capital                                         $ 9,898,800      $ 9,744,400      $ 9,203,200      $ 8,932,800
</TABLE>

      (1)   This information excludes the effect of the change to the
            liquidation basis of accounting.



                                       19
<PAGE>



<TABLE>
<CAPTION>

                                       FOR THE PERIOD FROM
                                       DECEMBER 1, 2002 TO
                                        DECEMBER 31, 2002
<S>                                      <C>

NET ASSETS IN LIQUIDATION DATA

Revenue                                  $      497,900
Interest income                                   6,000
                                         --------------
Total additions                                 503,900

Operating expenses                              372,800
Other expenses                                    6,800
Capital expenditures                             63,000
Recognition of accrued operating results         62,900
                                         --------------
Total deductions                                505,500
                                         --------------
Net decrease in net assets in
liquidation                              $       (1,600)
                                         ==============

</TABLE>

<TABLE>
<CAPTION>
                                          AS OF DECEMBER 31,
                                                 2002
                                          ------------------
<S>                                      <C>

Total assets                             $      15,400,000
Net assets in liquidation                $      13,281,600
</TABLE>

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

INTRODUCTION

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.

The Joint Venture finalized its proposed plan of liquidation on November 30,
2002 in connection with the filing of a proxy to obtain approval of the Limited
Partners of the joint venturers for the sale of the Joint Venture's final cable
systems and the subsequent liquidation and dissolution of the Joint Venture and
the Partnership. In March 2003, the required number of votes necessary to
implement the plan of liquidation were obtained. As a result, the Joint Venture
changed its basis of accounting to the liquidation basis as of November 30,
2002. Accordingly, the assets in the accompanying statement of net assets in
liquidation as of December 31, 2002 have been stated at estimated realizable
values and the liabilities have been reflected at estimated settlement amounts.
The change to liquidation basis accounting resulted in an increase to property,
plant and equipment of $2.9 million and a recognition of an asset for expected
operating results for the Monticello system through the date of sale (March 31,
2003) of $454,000. Assets for the Pomme de Terre system were not adjusted as the
amounts were not estimable due to uncertainties surrounding the ultimate sale of
that system. In addition, estimated accrued costs of liquidation of $100,800
were recorded in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation as an estimate of costs to be incurred
subsequent to the sales of the systems but prior to final dissolution of the
Joint Venture. In addition, the Partnership changed its basis of accounting to
the liquidation basis and recorded $23,200 of accrued costs of liquidation.
Distributions ultimately made to the partners upon liquidation will differ from
the amounts recorded in the accompanying statement of net assets in liquidation
as a result of future operations of the Pomme de Terre system, the sale proceeds
ultimately received for the Pomme de Terre system by the Joint Venture and
adjustments if any to estimated costs of liquidation.

                                       20

<PAGE>
CRITICAL ACCOUNTING ESTIMATES

Certain of our accounting policies require our management to make difficult,
subjective or complex judgments. We consider the following policies to be the
most critical in understanding the estimates, assumptions and judgments that are
involved in preparing our financial statements and the uncertainties that could
impact our results of operations, financial condition and cash flows:

-     Capitalization of labor and overhead costs;

-     Useful lives of property, plant and equipment; and

-     Impairment of property, plant and equipment.

Capitalization of labor and overhead costs. The cable industry is highly capital
intensive and a large portion of our resources is spent on capital activities
associated with extending, rebuilding, and upgrading our cable network. As of
December 31, 2002 and 2001, the net carrying amount of the Joint Venture's
property, plant and equipment (consisting primarily of cable network assets) was
approximately $8,950,800 (representing 58.1% of total assets) and $6,462,000
(representing 57.1% of total assets). Total capital expenditures for the period
from January 1, 2002 to November 30, 2002 and the years ended December 31, 2001
and 2000 were approximately $1,061,300, $818,400 and $547,600, respectively.

Costs associated with network construction, initial customer installations and
installation refurbishments are capitalized. Costs capitalized as part of
initial customer installations include materials, direct labor, and certain
indirect costs. These indirect costs are associated with the activities of
personnel who assist in connecting and activating the new service and consist of
compensation and overhead costs associated with these support functions. The
costs of disconnecting service at a customer's dwelling or reconnecting service
to a previously installed dwelling are charged to operating expense in the
period incurred. Costs for repairs and maintenance are charged to operating
expense as incurred, while equipment replacement and betterments, including
replacement of cable drops from the pole to the dwelling, are capitalized.

Direct labor costs directly associated with capital projects are capitalized. We
capitalize direct labor costs associated with personnel based upon the specific
time devoted to network construction and customer installation activities.
Capitalizable activities performed in connection with customer installations
include:

-     Scheduling a "truck roll" to the customer's dwelling for service
      connection;

-     Verification of serviceability to the customer's dwelling (i.e.,
      determining whether the customer's dwelling is capable of receiving
      service by our cable network and/or receiving advanced or data services);

-     Customer premise activities performed by in-house field technicians and
      third-party contractors in connection with customer installations,
      installation of network equipment in connection with the installation of
      expanded services and equipment replacement and betterment; and

-     Verifying the integrity of the customer's network connection by initiating
      test signals downstream from the headend to the customer's digital set-top
      terminal.

We capitalize direct labor costs associated with personnel based upon the
specific time devoted to network construction and installation activities. Some
judgment is involved in the determination of which labor tasks are attributable
to capitalizable activities. The Joint Venture capitalized internal direct labor
costs of $70,200 for the period from January 1, 2002 through November 30, 2002,
and $84,700 and $68,900, for the years ended December 31, 2001 and 2000,
respectively.

Judgment is required to determine the extent to which indirect costs
("overhead") are incurred as a result of specific capital activities, and
therefore should be capitalized. We capitalize overhead based upon an estimate
of the portion of indirect costs that contribute to capitalizable activities
using an overhead rate applied to the amount of direct labor capitalized. We
have established the overhead rates based on an analysis of the nature of costs
incurred in support of capitalizable activities and a determination of the
portion of costs which is directly attributable to capitalizable activities. The
primary costs that are included in the determination of the overhead rate are
(i) employee benefits and payroll taxes associated with capitalized direct
labor, (ii) direct variable costs associated with capitalizable activities,
consisting primarily of installation and construction vehicle costs, (iii) the
cost of dispatch personnel that directly assist with capitalizable installation
activities, and (iv) indirect costs directly attributable to capitalizable
activities.


                                       21
<PAGE>
While we believe our existing capitalization policies are appropriate, a
significant change in the nature or extent of our development activities could
affect the extent to which we capitalized direct labor or overhead in the
future. The Joint Venture capitalized overhead of $70,200 for the period from
January 1, 2002 through November 30, 2002, and $76,400 and $62,100,
respectively, for the years ended December 31, 2001 and 2000.

Useful lives of property, plant and equipment. In accordance with GAAP, we
evaluate the appropriateness of estimated useful lives assigned to our property,
plant and equipment, and revise such lives to the extent warranted by changing
facts and circumstances. Any change in the estimate of remaining lives would be
recorded prospectively as required by APB No. 20. While we believe our current
useful life estimates are reasonable, a significant change in assumptions about
the extent or timing of future asset retirements and replacements, or in our
upgrade program, could materially affect future depreciation expense.

The Joint Venture's depreciation expense related to property, plant and
equipment totaled $1,472,500, $1,581,700 and $1,505,000, representing
approximately 26.5%, 24.4% and 25.2% of operating expenses, for the period from
January 1, 2002 through November 30, 2002 and for the years ended December 31,
2001 and 2000, respectively. Depreciation is recorded using the straight-line
method over management's estimate of the estimated useful lives of the related
assets as follows:

<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>

Impairment of property, plant and equipment. As discussed above, the net
carrying value of our property, plant and equipment is significant. We are
required under SFAS No. 144 to evaluate the recoverability of our property,
plant and equipment when events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Such events or changes in
circumstances could include such factors as changes in technological advances,
fluctuations in the market value of such assets, adverse changes in
relationships with local franchise authorities, adverse changes in market
conditions or poor operating results. Under SFAS No. 144, a long-lived asset is
deemed impaired when the carrying amount of such asset exceeds the projected
undiscounted future cash flows associated with the asset.

RESULTS OF OPERATIONS

      THE PARTNERSHIP

The Partnership finalized its proposed plan of liquidation on November 30, 2002
in connection with the filing of a proxy to obtain partner approval for the sale
of the Joint Venture's final cable systems and the subsequent liquidation and
dissolution of the Joint Venture and the Partnership. In March 2003, the
required number of votes necessary to implement the plan of liquidation were
obtained. As a result, the Partnership changed its basis of accounting to the
liquidation basis as of November 30, 2002. Accordingly, the assets in the
accompanying statement of net assets in liquidation as of December 31, 2002 have
been stated at estimated realizable values and the liabilities have been
reflected at estimated settlement amounts. The change to liquidation basis
accounting resulted in an increase to equity in net assets of joint venture of
$1.6 million. In addition, estimated accrued costs of liquidation of $23,200
were recorded in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation as an estimate of costs to be incurred
subsequent to the sales of the systems but prior to final dissolution of the
Partnership. Distributions ultimately made to the partners upon liquidation will
differ from the amounts recorded in the accompanying statement of net assets in
liquidation of the Partnership as a result of adjustments recorded to the
realizable value of the assets of the Joint Venture and adjustments if any to
estimated costs of liquidation.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

For purposes of this analysis, the periods from January 1, 2002 to November 30,
2002 and December 1, 2002 to December 31, 2002, are combined to aid
comparability of periods.

Operating expenses increased $4,400 from $65,800 to $70,200, or 6.7%, for the
year ended December 31, 2002, respectively, compared to the year ended December
30, 2001. The increase was primarily due to an increase in professional fees.


                                       22
<PAGE>
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Operating expenses decreased $40,900 from $106,700 to $65,800, or 38.3%, for the
year ended December 31, 2001, respectively, compared to the corresponding period
in 2000. The decrease was primarily due to a decline in professional fees.

THE JOINT VENTURE

The Joint Venture finalized its proposed plan of liquidation on November 30,
2002 in connection with the filing of a proxy to obtain approval of the Limited
Partners of the joint venturers for the sale of the Joint Venture's final cable
systems and the subsequent liquidation and dissolution of the Joint Venture and
the Partnership. In March 2003, the required number of votes necessary to
implement the plan of liquidation were obtained. As a result, the Joint Venture
changed its basis of accounting to the liquidation basis as of November 30,
2002. Accordingly, the assets in the accompanying statement of net assets in
liquidation as of December 31, 2002 have been stated at estimated realizable
values and the liabilities have been reflected at estimated settlement amounts.
The change to liquidation basis accounting resulted in an increase to property,
plant and equipment of $2.9 million and a recognition of an asset for expected
operating results for the Monticello system through the date of sale (March 31,
2003) of $454,000. Assets for the Pomme de Terre system were not adjusted as the
amounts were not estimable due to uncertainties surrounding the ultimate sale of
that system. In addition, estimated accrued costs of liquidation of $100,800
were recorded in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation as an estimate of costs to be incurred
subsequent to the sales of the systems but prior to final dissolution of the
Joint Venture. Distributions ultimately made to the partners upon liquidation
will differ from the amounts recorded in the accompanying statement of net
assets in liquidation as a result of future operations of the Pomme de Terre
system, the sale proceeds ultimately received for the Pomme de Terre system by
the Joint Venture and adjustments if any to estimated costs of liquidation.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

For purposes of this analysis, the periods from January 1, 2002 to November 30,
2002 and December 1, 2002 to December 31, 2002, are combined to aid
comparability of periods.

The Joint Venture's revenues decreased $297,100 from 6,587,400 to $6,290,300, or
4.5%, for the year ended December 31, 2002 as compared to the year ended
December 31, 2001. The decrease was primarily due to a decline in basic and
premium service customers. As of December 31, 2002 and 2001, the Joint Venture
had approximately 12,500 and 14,000 basic customers and 1,800 and 3,400 premium
service units, respectively. The decline in customers is primarily due to
competition from satellite providers and customer reaction to increased prices.

Service costs increased $73,900 from $2,347,800 to $2,421,700, or 3.1%, for the
year ended December 31, 2002 as compared to the year ended December 31, 2001.
Service costs represent costs directly attributable to providing cable services
to customers. The increase was primarily due to an increase in personnel costs
which had previously been paid by Charter and reimbursed by the Joint Venture
but is now directly paid by the Joint Venture.

General and administrative expenses decreased $119,800 from $1,047,200 to
$927,400, or 11.4%, for the year ended December 31, 2002 as compared to the year
ended December 31, 2001. The decrease is primarily due to a decline in billing
and insurance costs.

General partner management fees and reimbursed expenses decreased $175,400 from
$1,188,700 to $1,013,300, or 14.8%, for the year ended December 31, 2002 as
compared to the year ended December 31, 2001. The decrease was primarily due to
the fact that personnel costs were previously paid by Charter and reimbursed by
the Joint Venture.

Depreciation and amortization expense decreased $329,200 from $1,897,200 to
$1,568,000, or 17.4%, for the year ended December 31, 2002 as compared to the
year ended December 31, 2001. The decrease was primarily due to certain
franchise costs becoming fully amortized during the last half of 2001 and the
year ended December 31, 2002 partially offset by capital expenditures. In
addition, depreciation and amortization ceased upon adoption of liquidation
basis accounting.

Interest income decreased $26,300 from $90,200 to $63,900, or 29.2%, for the
year ended December 31, 2002 as compared to the year ended December 31, 2001.
The decrease was primarily due to a decrease in interest rates on


                                       23
<PAGE>
cash balances available for investment for the year ended December 31, 2002 as
compared to the year ended December 31, 2001.

Interest expense decreased from $3,400 to $0 for the year ended December 31,
2002 as compared to the year ended December 31, 2001. The decrease was due to
the expiration of our loan facility on August 31, 2001.

Other expense of $6,900 and $68,900 for the year ended December 31, 2002 and the
year ended December 31, 2001, respectively represent other costs associated with
the termination of a potential sales agreement.

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.

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.

LIQUIDITY AND CAPITAL RESOURCES

      THE PARTNERSHIP

The Joint Venture paid a distribution of $156,400 in 2002 of which our portion
was $78,200 and did not pay distributions in 2001 or 2000. We did not pay
distributions to our partners during 2002, 2001, or 2000.

We used $74,900 more cash in operating activities during the eleven months ended
November 30, 2002 than during the year ended December 31, 2001. Changes in
accounts payable, accrued liabilities and due to affiliates provided $79,700
less cash in 2002 due to differences in the timing of payments and our expenses
used $4,800 more cash in 2002.


                                       24
<PAGE>
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 which was
offset by changes in account payable which provided $10,100 less cash in 2001
than in 2000 due to differences in the timing of payments.

      THE JOINT VENTURE

Operating activities provided $583,400 less cash during the eleven months ended
November 30, 2002 than during the year ended December 31, 2001. Changes in
receivables, prepaid expenses and other assets provided $105,000 less cash in
2002 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 affiliates provided $317,400 less cash in 2002 than in 2001 due to
differences in the timing of payments.

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.

We used $207,300 more cash in investing activities during 2002 than in 2001, due
to a $242,900 increase in capital expenditures and a $35,600 increase in
spending for intangible assets. The increase in capital expenditures primarily
relates to the commencement of a limited technological upgrade to small system
digital as previously discussed.

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

LIQUIDATION BASIS ACCOUNTING AND SALE OF CABLE SYSTEMS

Our Corporate General Partner continues to operate our cable television systems
during our divestiture transactions for the benefit of our unitholders.

In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Partnership and other affiliated Partnerships 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's 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.

In March 2003, a majority of the Limited Partnerships of the Venturers approved
the sale of the Joint Venture's final cable systems and a plan of liquidation of
the Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of cable systems in and around Monticello, Kentucky to Access Cable
Television, Inc. for a total sale price of approximately $6 million. Also on
March 31, 2003, pursuant to an asset purchase agreement dated October 8, 2002,
the Joint Venture completed the sale of cable systems in and around Russell
Springs, Kentucky to Cumberland Cellular, Inc. for a total sale price of
approximately $3 million.

On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $502,800 (approximately $599 per customer acquired).
This sale is a part of a larger transaction in which the Joint Venture and eight
other affiliated partnerships (which, together with the Joint Venture are
collectively referred to as the "Selling Partnerships") would sell all of their
remaining assets used in the operation of their respective cable systems to
Telecommunications Management for a total cash sale price of approximately
$15,341,600 (before adjustments) (the Telecommunications Management Sale). The
Telecommunications Management Sale is subject to the approval of a majority of
the holders of the Partnership's units and approval of the holders of the other
Selling Partnerships. In addition, the transaction is subject to certain


                                       25
<PAGE>
closing conditions, including regulatory and franchise approvals. In March 2003,
a majority of the Limited Partners of the Venturers approved the sale of the
assets and a plan of liquidation of the Joint Venture and the Partnership.

On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to Telecommunications
Management. The side letter amends the asset purchase agreement and Deposit
Escrow Agreement to extend the date of the second installment of the deposit and
outside closing date each by 60 days. On April 7, 2003, the second installment
of the escrow deposit was due and was not received. We are currently evaluating
our alternatives with respect to this new development.

The Joint Venture finalized its proposed plan of liquidation on November 30,
2002 in connection with the filing of a proxy to obtain approval of the Limited
Partners of the joint venturers for the sale of the Joint Venture's final cable
systems and the subsequent liquidation and dissolution of the Joint Venture and
the Partnership. In March 2003, the required number of votes necessary to
implement the plan of liquidation were obtained. As a result, the Joint Venture
changed its basis of accounting to the liquidation basis as of November 30,
2002. Accordingly, the assets in the accompanying statement of net assets in
liquidation as of December 31, 2002 have been stated at estimated realizable
values and the liabilities have been reflected at estimated settlement amounts.
The change to liquidation basis accounting resulted in an increase to property,
plant and equipment of $2.9 million and a recognition of an asset for expected
operating results for the Monticello system through the date of sale (March 31,
2003) of $454,000. Assets for the Pomme de Terre system were not adjusted as the
amounts were not estimable due to uncertainties surrounding the ultimate sale of
that system. In addition, estimated accrued costs of liquidation of $100,800
were recorded in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation as an estimate of costs to be incurred
subsequent to the sales of the systems but prior to final dissolution of the
Joint Venture. In addition, the Partnership changed its basis of accounting to
the liquidation basis and recorded $23,200 of accrued costs of liquidation in
accounts payable and accrued expenses. Distributions ultimately made to the
partners upon liquidation will differ from the amounts recorded in the
accompanying statement of net assets in liquidation as a result of future
operations of the Pomme de Terre system, the sale proceeds ultimately received
for the Pomme de Terre system by the Joint Venture and adjustments if any to the
estimated costs of liquidation.

The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.

INVESTING ACTIVITIES

Significant capital would be required for a comprehensive plant and headend
upgrade particularly in light of the high cost of electronics to enable two-way
service, to offer high speed cable modem Internet service and other interactive
services, as well as to increase channel capacity and allow a greater variety of
video services.

The Corporate General Partner has continued to make capital expenditures
necessary to maintain compliance with franchise agreements and be economically
prudent. In 2002, the Joint Venture commenced a limited plant and technological
upgrade to a small system digital solution. This effort was halted in the fourth
quarter of 2002 upon entering into the asset purchase agreement with
Telecommunications Management.

FINANCING ACTIVITIES

The Joint Venture was a party to a loan agreement with Enstar Finance Company,
LLC, a subsidiary of the Corporate General Partner 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 any 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. 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 borrowings, it will not be able to
fully complete any cable systems upgrades as required by franchise authorities.
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.


                                       26
<PAGE>
The Joint Venture believes it is critical to conserve cash to fund its future
liquidity requirements and any anticipated capital expenditures as required by
franchise authorities. Accordingly, we do not anticipate distributions to
partners at this time, other than those resulting from the pending sales
transactions.

CERTAIN TRENDS AND UNCERTAINTIES

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 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. The
franchising authority notified the Joint Venture on March 18, 2002, that it had
violated the franchise agreement for failing to comply with the upgrade
requirement. As a result of the alleged violation, the franchising authority
could assess monetary damages or revoke the franchise. 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. Under this upgrade initiative, no additional capital expenditures
are currently planned. The loss of our franchise and the related loss of
customers would have a significant impact on our financial condition and results
of operation. As of December 31, 2002, there were approximately 800 basic
customers in Campbell County representing 6.4% of the subscribers in the Joint
Venture.

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.

Charter and our Corporate General Partner have had communications and
correspondence with representatives of certain limited partners, and others,
concerning certain Enstar partnerships of which our Corporate General Partner is
also the Corporate General Partner. While we are not aware of any formal
litigation which has been filed relating to the communications and
correspondence, or the subject matter referred to therein, it is impossible to
predict what actions may be taken in the future or what loss contingencies may
result therefrom.

It is difficult to assess the impact that the general economic slowdown will
have on future operations. This could result in reduced spending by customers
and advertisers, which could reduce revenues and operating cash flow, as well as
the collectibility of accounts receivable.

As disclosed in Charter Communications, Inc.'s Annual Report on Form 10-K, the
parent of our Corporate General Partner and our Manager is the defendant in
twenty-two class action and shareholder lawsuits and is the subject of a grand
jury investigation being conducted by the United States Attorney's Office for
the Eastern District of Missouri and an SEC investigation. Charter is unable to
predict the outcome of these lawsuits and government investigations. An
unfavorable outcome of these matters could have a material adverse effect on
Charter's results of operations and financial condition which could in turn have
a material adverse effect on us.

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 manner, provided that
the Joint Venture is able to increase its prices periodically, of which there
can be no assurance.

RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Joint Venture adopted SFAS No. 143 on January
1, 2003. The adoption of SFAS No. 143 did not have a material impact on the
Joint Venture's financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB


                                       27
<PAGE>
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 provides for the rescission of several previously
issued accounting standards, new accounting guidance for the accounting for
certain lease modifications and various technical corrections that are not
substantive in nature to existing pronouncements. SFAS No. 145 will be adopted
by the Joint Venture beginning January 1, 2003, except for the provisions
relating to the amendment of SFAS No. 13, which will be adopted for transactions
occurring subsequent to May 15, 2002. Adoption of SFAS No. 145 did not have a
material impact on the financial statements of the Joint Venture.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Joint Venture
for exit or disposal activities that are initiated after December 31, 2002.
Adoption of SFAS No. 146 will not have a material impact on the financial
statements of the Joint Venture.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, it amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based compensation and the effect of the method
used on reported results. Adoption of SFAS No. 148 did not have a material
impact on the financial statements of the Joint Venture.

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 our Current Report on Form 8-K, dated June 14, 2002.


                                       28
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Corporate General Partner of the Partnership may be considered for certain
purposes, the functional equivalent of directors and executive officers. The
Corporate General Partner is ECC.

The directors and executive officers of the Corporate General Partner as of
March 15, 2003, 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
Margaret A. Bellville        Executive Vice President and Chief Operating Officer
Steven A. Schumm             Director of the Corporate General Partner, Executive Vice
                             President, Chief Administrative Officer and interim Chief
                             Financial Officer
Steven E. Silva              Executive Vice President - Corporate Development and Chief
                             Technology Officer
Curtis S. Shaw               Senior Vice President, General Counsel and Secretary
Paul E. Martin               Senior Vice President, Corporate Controller and Principal
                             Financial Officer for Partnership Matters
</TABLE>

Except for executive officers who joined Charter after November 1999, all
executive officers were appointed to their position with the Corporate General
Partner following Charter's acquisition of control of the Corporate General
Partner in November 1999, have been employees of Charter since November 1999,
and prior to November 1999, were employees of Charter Investment, Inc., an
affiliate of Charter and the Corporate General Partner.

Carl E. Vogel, 45, 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.

Margaret A. Bellville, 49, Executive Vice President and Chief Operating Officer.
Before joining Charter in December 2002, Ms. Bellville was President and CEO of
Incanta Inc., a technology-based streaming content company, from 2001 to 2002.
Incanta Inc. filed for bankruptcy in April 2002. From 1995 to 2001, Ms Bellville
worked for Cox Communications, the nation's fourth-largest cable television
company. She joined Cox in 1995 as Vice President of Operations and advanced to
Executive Vice President of Operations. Ms. Bellville joined Cox from Century
Communications, where she served as Senior Vice President of the company's
southwest division. Before that, Ms. Bellville served seven years with GTE
Wireless in a variety of management and executive-level roles. A graduate of the
State University of New York in Binghamton, Ms. Bellville is also a graduate of
Harvard Business School's Advanced Management Program. She currently serves on
the Dan O'Brien Youth Foundation Board, the Public Affairs committee for the
NCTA, the CTAM Board of Directors, and is a trustee and secretary for the
industry association Women in Cable and Telecommunications. Ms. Bellville is an
inaugural fellow of the Betsy Magness Leadership Institute and has been named
"Woman of the Year" by Women in Cable and Telecommunications in California.

Steven A. Schumm, 50, Director of the Corporate General Partner, Executive Vice
President, Chief Administrative Officer and interim Chief Financial Officer.
Prior to joining Charter Investment in 1998, Mr. Schumm was a partner with Ernst
& Young LLP where he worked for 24 years in a variety of professional service
and management roles. At the time he joined Charter, Mr. Schumm was Managing
Partner of the St. Louis office of Ernst & Young LLP and a member of the firm's
National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis
University.

Steven E. Silva, 43, Executive Vice President - Corporate Development and Chief
Technology Officer. Mr. Silva


                                       29
<PAGE>
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 TV Gateway, LLC.

Curtis S. Shaw, 54, 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, 42, Senior Vice President, Corporate Controller and Principal
Financial Officer for Partnership Matters. Mr. Martin joined Charter as Vice
President and Corporate Controller since March 2000, and became Principal
Financial Officer for Partnership Matters in July 2001 and Senior Vice President
in April 2002. 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 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.
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 year ended December 31, 2002, Enstar Cable charged the Joint Venture
management fees of approximately $251,600 ($19,900 for the period from December
1, 2002 to December 31, 2002). In addition, the Corporate General Partner
charged the Joint Venture approximately $62,900 ($5,000 for the period from
December 1, 2002 to December 31, 2002) relative to its 1% special interest for
system operating management services and direct expenses. In addition,
programming services were purchased through Charter. The Joint Venture was
charged approximately $1,230,300 ($81,400 for the period from December 1, 2002
to December 31, 2002) for these programming services for the year ended December
31, 2002.

Charter as manager of the Corporate General Partner has adopted a code of
conduct which covers all employees, including all executive officers, and
includes conflict of interest provisions and standards for honest and ethical
conduct, a copy of which is attached as Exhibit 14.1 to this Annual Report.


                                       30
<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, 2002, the following group of affiliated unitholders
beneficially owned, in the aggregate, 5% or more of the total outstanding units.
As of the date hereof, there is no other person known to own beneficially, or
that may be deemed to own beneficially, more than 5% of the units.

<TABLE>
<CAPTION>
                                                                  BENEFICIAL OWNERSHIP
                                                                  ---------------------
       NAME AND ADDRESS OF BENEFICIAL OWNER                       AMOUNT        PERCENT
       ------------------------------------                       ------        -------
<S>                                                               <C>            <C>
       Everest Cable Investors LLC                                3,736          6.25%
       199 S. Los Robles Avenue Ste 440
       Pasadena, California 91101
</TABLE>

The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of December 31, 2002, the common
membership units of Charter Communications Holding Company, LLC are owned 46.5%
by Charter, 18.4% by Vulcan Cable III Inc., and 35.1% 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 7.1% of the outstanding capital stock of Charter and controls
approximately 92.9% 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 Enstar Communications
Corporation ("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.

Pursuant to the Management Agreement between the Joint Venture and Enstar Cable
Corporation, 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 Corporation 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 Corporation 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 Corporation, 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. As of December 31, 2002,
accrued and unpaid management fees to Charter Communications Holding Company LLC
from the Joint Venture were $725,700. 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, 2002, service costs directly
attributable to providing cable services to


                                       31
<PAGE>
customers which were incurred by Charter and reimbursed by the Joint Venture
were $698,800 ($50,700 for the period from December 1, 2002 to December 31,
2002). In addition, programming services are purchased through Charter. The
Joint Venture was charged approximately $1,230,300 for these programming
services for the year ended December 31, 2002 ($81,400 for the period from
December 1, 2002 to December 31, 2002).

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 the general partners with
authority to do so have refused to bring the action or if an effort to cause the
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.

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.


                                       32
<PAGE>
                                     PART IV

ITEM 14. CONTROLS AND PROCEDURES.

(a)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Within the 90 days prior
      to the date of this report, our Corporate General Partner carried out an
      evaluation, under the supervision and with the participation of our
      management, including our Chief Administrative Officer and Principal
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Based upon that evaluation, our Chief
      Administrative Officer and Principal Financial Officer concluded that our
      disclosure controls and procedures are effective to ensure that
      information that is required to be disclosed by the Partnership in reports
      that it files in its periodic SEC reports is recorded, processed,
      summarized and reported within the terms specified in the SEC rules and
      forms.

(b)   CHANGES IN INTERNAL CONTROLS. There were no significant changes in our
      internal controls or in other factors that could significantly affect
      those controls subsequent to the date that our Corporate General Partner
      carried out this evaluation.

ITEM 15. 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 8, 2002, the registrant filed a current report on Form 8-K
        dated September 30, 2002 to announce it had entered into two asset
        purchase agreements.

        On February 12, 2003, the registrant filed a current report on Form 8-K
        dated February 3, 2003 to announce it had entered into a side letter
        amending an asset purchase agreement.

        On February 14, 2003, the registrant filed a current report on Form 8-K
        dated February 6, 2003 to announce it had entered into a side letter
        amending an asset purchase agreement.


                                       33
<PAGE>
                                   SIGNATURES

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

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

                                      By:Enstar Communications Corporation,
                                         Corporate General Partner

Dated:  April 17, 2003                   By: /s/ Steven A. Schumm
                                             ---------------------
                                             Steven A. Schumm
                                             Director, Executive Vice President,
                                             Chief Administrative Officer and
                                             Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities indicated below.

Dated:  April 17, 2003                   By: /s/ Steven A. Schumm
                                             ---------------------
                                             Steven A. Schumm
                                             Director, Executive Vice President,
                                             Chief Administrative Officer
                                             and Interim Chief Financial Officer
                                             (Principal Executive Officer) *

Dated:  April 17, 2003                   By: /s/ Paul E. Martin
                                             -------------------
                                             Paul E. Martin
                                             Senior 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.


                                       34
<PAGE>
                                 CERTIFICATIONS

Certification of Chief Administrative Officer

I, Steven A. Schumm, certify that:


1.    I have reviewed this annual report on Form 10-K of Enstar Income/Growth
      Program Five-A, L.P.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: April 17, 2003


/s/  Steven A. Schumm
---------------------

Steven A. Schumm
Director, Executive Vice President,
Chief Administrative Officer and
Interim Chief Financial Officer


                                       35
<PAGE>
Certification of Principal Financial Officer

I, Paul E. Martin, certify that:


1.    I have reviewed this annual report on Form 10-K of Enstar Income/Growth
      Program Five-A, L.P.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: April 17, 2003


/s/  Paul E. Martin
-------------------

Paul E. Martin
Senior Vice President and
Corporate Controller (Principal Financial Officer and
Principal Accounting Officer)



                                       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>
Independent Auditors' Report                                                  F-2                     F-15
Report of Independent Public Accountants                                      F-3                     F-16
Statement of Net Assets in Liquidation as of December 31, 2002                F-4                     F-17
Statement of Changes in Net Assets in Liquidation for the
    period from December 1, 2002 to December 31, 2002                         F-5                     F-18
Balance Sheet as of December 31, 2001                                         F-6                     F-19
Statements of Operations for the period from January 1, 2002 to
     November 30, 2002 and years ended December 31, 2001 and 2000             F-7                     F-20
Statements of Partnership/Venturers' Capital (Deficit) for the eleven
    months ended November 30, 2002 and years ended December 31,
    2001 and 2000                                                             F-8                     F-21
Statements of Cash Flows for the eleven months ended November 30,
    2002 and years ended December 31, 2001 and 2000                           F-9                     F-22
Notes to Financial Statements                                                 F-10                    F-23
</TABLE>

All financial statement schedules have been omitted because they are either not
required, not applicable or the information has otherwise been supplied.
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statement of net assets in liquidation of
Enstar Income/Growth Program Five-A, L.P. (a Georgia limited partnership) as of
December 31, 2002, and the related statement of changes in net assets in
liquidation for the period from December 1, 2002 to December 31, 2002 (see Note
2). We have also audited the statements of operations, partnership capital
(deficit) and cash flows for the period from January 1, 2002 through November
30, 2002. 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. The 2001 and 2000 financial statements were
audited by other auditors who have ceased operations. Those auditors expressed
an unqualified opinion on those financial statements in their report dated March
29, 2002.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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.

As described in Note 2 to the financial statements, the partners of Enstar
Income/Growth Program Five-A, L.P. have approved a plan of liquidation.
Accordingly, the Partnership has changed its basis of accounting from the going
concern basis to a liquidation basis as of November 30, 2002.

In our opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the net assets in liquidation of Enstar Income/Growth
Program Five-A, L.P. as of December 31, 2002, the changes in its net assets in
liquidation for the period from December 1, 2002 to December 31, 2002, and the
results of its operations and its cash flows for the period from January 1, 2002
to November 30, 2002 in conformity with accounting principles generally accepted
in the United States of America applied on the bases described in the preceding
paragraph.

/s/ KPMG, LLP

St. Louis, Missouri
April 11, 2003


                                      F-2
<PAGE>
   THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS
                    NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP


                    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 the
related statements of operations, partnership capital (deficit) and cash flows
for the years ended December 31, 2001 and 2000. 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 the results of its operations and its
cash flows for the years ended December 31, 2001 and 2000 in conformity with
accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
March 29, 2002


                                      F-3
<PAGE>
                         ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                          STATEMENT OF NET ASSETS IN LIQUIDATION
                                       (SEE NOTE 2)

                                  AS OF DECEMBER 31, 2002

<TABLE>
<S>                                             <C>
Assets:
   Cash and cash equivalents                    $    3,400
   Equity in net assets of Joint Venture         6,640,800
                                                ----------
       TOTAL ASSETS                              6,644,200
                                                ----------
Liabilities:
   Accounts payable and accrued liabilities         30,000
   Due to affiliates                               125,200
                                                ----------
       TOTAL LIABILITIES                           155,200
                                                ----------
NET ASSETS IN LIQUIDATION
   General Partners                                 15,200
   Limited Partners                              6,473,800
                                                ----------
                                                $6,489,000
                                                ==========
</TABLE>

                See accompanying notes to financial statements.


                                      F-4
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                  (SEE NOTE 2)

            FOR THE PERIOD FROM DECEMBER 1, 2002 TO DECEMBER 31, 2002



<TABLE>
<S>                                                  <C>
Equity in changes in net assets of Joint Venture     $      (800)
General and administrative expenses                       (9,200)
                                                     -----------

Net decrease in net assets in liquidation                (10,000)

NET ASSETS IN LIQUIDATION, beginning of period         6,499,000
                                                     -----------

NET ASSETS IN LIQUIDATION, end of period             $ 6,489,000
                                                     ===========
</TABLE>

                See accompanying notes to financial statements.


                                      F-5
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                                  BALANCE SHEET

                             AS OF DECEMBER 31, 2001

                                     ASSETS

<TABLE>
<S>                                                           <C>
ASSETS:
   Cash                                                       $     1,300
   Equity in net assets of Joint Venture                        4,949,400
                                                              -----------
           Total assets                                       $ 4,950,700
                                                              ===========
                      LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
   Accounts payable and accrued liabilities                   $     3,600
   Due to affiliates                                              134,300
                                                              -----------
           Total liabilities                                      137,900
                                                              -----------
PARTNERSHIP CAPITAL (DEFICIT):
   General Partners                                               (76,000)
   Limited Partners                                             4,888,800
                                                              -----------
           Total partnership capital                            4,812,800
                                                              -----------
           Total liabilities and partnership capital          $ 4,950,700
                                                              ===========
</TABLE>

                See accompanying notes to financial statements.


                                      F-6
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31,
                                                                              ------------------------
                                                            PERIOD FROM
                                                          JANUARY 1, 2002
                                                           TO NOVEMBER 30,
                                                                 2002            2001          2000
                                                               ---------      ---------      ---------
                                                             (SEE NOTE 2)
<S>                                                       <C>                 <C>            <C>
Equity in net income of Joint Venture                          $ 146,300      $  62,200      $ 285,600
Operating expenses:
   General and administrative expenses                           (55,300)       (65,800)       (91,100)
   Other expense                                                  (5,700)            --        (15,600)
                                                               ---------      ---------      ---------
                                                                 (61,000)       (65,800)      (106,700)
                                                               ---------      ---------      ---------
Net income (loss)                                              $  85,300      $  (3,600)     $ 178,900
                                                               =========      =========      =========
Net income (loss) allocated to General Partners                $     900      $      --      $   1,800
                                                               =========      =========      =========
Net income (loss) allocated to Limited Partners                $  84,400      $  (3,600)     $ 177,100
                                                               =========      =========      =========
Net income (loss) per unit of limited partnership interest     $    1.41      $   (0.06)     $    2.96
                                                               =========      =========      =========
Average limited partnership units outstanding
during period                                                     59,766         59,766         59,766
                                                               =========      =========      =========
</TABLE>

                See accompanying notes to financial statements.


                                      F-7
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

                FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2002 AND
                 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
   Net income                                                     900           84,400           85,300
                                                          -----------      -----------      -----------
PARTNERSHIP CAPITAL (DEFICIT), November 30, 2002              (75,100)       4,973,200        4,898,100
  Effects of change to liquidation basis (see Note 2)          90,400        1,510,500        1,600,900
                                                          -----------      -----------      -----------
NET ASSETS IN LIQUIDATION, November 30, 2002              $    15,300      $ 6,483,700      $ 6,499,000
                                                          ===========      ===========      ===========
</TABLE>

                See accompanying notes to financial statements.


                                      F-8
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         YEAR ENDED DECEMBER 31,
                                                                                        ------------------------
                                                                       PERIOD FROM
                                                                        JANUARY 1,
                                                                          2002 TO
                                                                       NOVEMBER 30,
                                                                           2002            2001          2000
                                                                         ---------      ---------      ---------
                                                                       (SEE NOTE 2)
<S>                                                                    <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                     $  85,300      $  (3,600)     $ 178,900
   Adjustments to reconcile net (loss) income to net
    cash from operating activities:
     Equity in net income of joint venture                                (146,300)       (62,200)      (285,600)
     Changes in:
         Accounts payable, accrued liabilities and due to affiliates       (17,600)        62,100         72,200
                                                                         ---------      ---------      ---------
           Net cash from operating activities                              (78,600)        (3,700)       (34,500)
                                                                         ---------      ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Distribution from joint venture                                          78,200             --             --
                                                                         ---------      ---------      ---------
           Net cash from investing activities                               78,200             --             --
                                                                         ---------      ---------      ---------
           Net decrease in cash                                               (400)        (3,700)       (34,500)
CASH, beginning of the period                                                1,300          5,000         39,500
                                                                         ---------      ---------      ---------
CASH, end of the period                                                  $     900      $   1,300      $   5,000
                                                                         =========      =========      =========
</TABLE>

                See accompanying notes to financial statements.


                                      F-9

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

                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


(1) ORGANIZATION

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.

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 third largest cable operator, serving
approximately 6.6 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.

(2) SALES OF ASSETS AND LIQUIDATION BASIS ACCOUNTING

In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Partnership and other affiliated Partnerships 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's 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.

In March 2003, a majority of the Limited Partnerships of the Venturers approved
the sale of the Joint Venture's final cable systems and a plan of liquidation of
the Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of headends in and around Monticello, Kentucky to Access Cable Television,
Inc. for a total sale price of approximately $6 million. Also on March 31, 2003,
pursuant to an asset purchase agreement dated October 8, 2002, the Joint Venture
completed the sale of headends in and around Russell Springs, Kentucky to
Cumberland Cellular, Inc. (collectively with Monticello headend, the Monticello
System) for a total sale price of approximately $3 million.

On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management)


                                      F-10
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


for a total sale price of approximately $502,800 (approximately $599 per
customer acquired). This sale is a part of a larger transaction in which the
Joint Venture and eight other affiliated partnerships (which, together with the
Joint Venture are collectively referred to as the "Selling Partnerships") would
sell all of their remaining assets used in the operation of their respective
cable systems to Telecommunications Management for a total cash sale price of
approximately $15,341,600 (before adjustments) (the Telecommunications
Management Sale). The Telecommunications Management Sale is subject to the
approval of the holders of the other Selling Partnerships. In addition, the
transaction is subject to certain closing conditions, including regulatory and
franchise approvals. As of December 31, 2002, the Pomme de Terre system had
approximately 6% of the total subscribers in the Joint Venture's systems. The
Partnership Agreement gives the general partners the authority to sell
insubstantial portions of the property and assets of the Partnership without
unitholder approval.

On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to Telecommunications
Management. The side letter amends the asset purchase agreement and Deposit
Escrow Agreement to extend the date of the second installment of the deposit and
outside closing date each by 60 days. On April 7, 2003, the second installment
of the escrow deposit was due and was not made. Management is currently
evaluating the alternatives with respect to this new development.

The Partnership finalized its proposed plan of liquidation on November 30, 2002
in connection with the filing of a proxy to obtain partner approval for the sale
of the Joint Venture's final cable systems and the subsequent liquidation and
dissolution of the Joint Venture and the Partnership. In March 2003, the
required number of votes necessary to implement the plan of liquidation were
obtained. As a result, the Partnership changed its basis of accounting to the
liquidation basis as of November 30, 2002. Accordingly, the assets in the
accompanying statement of net assets in liquidation as of December 31, 2002 have
been stated at estimated realizable values and the liabilities have been
reflected at estimated settlement amounts. The change to liquidation basis
accounting resulted in an increase to equity in assets of joint venture of $1.6
million. In addition, estimated accrued costs of liquidation of $23,200 were
recorded in accounts payable and accrued liabilities on the accompanying
statement of net assets in liquidation as an estimate of costs to be incurred
subsequent to the sales of the systems but prior to final dissolution of the
Partnership. The statements of operations, partnership capital and cash flows
for the period from January 1, 2002 through November 30, 2002 do not reflect the
effects of the change to the liquidation basis of accounting. Distributions
ultimately made to the partners upon liquidation will differ from the amounts
recorded in the accompanying statement of net assets in liquidation of the
Partnership as a result of adjustments recorded to the realizable value of the
assets of the Joint Venture and adjustments if any to estimated costs of
liquidation.

The Corporate General Partner's intention is to settle the outstanding
obligations of the Partnership and terminate the Partnership as expeditiously as
possible. Final dissolution of the Partnership and related cash distributions to
the partners will occur upon obtaining final resolution of all liquidation
issues.

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

As discussed in Note 2, the financial statements as of December 31, 2002 and for
the period from December 1, 2002 through December 31, 2002 are presented on a
liquidation basis of accounting. Accordingly, the financial information in the
statement of net assets in liquidation and in the statement of changes in net
assets in liquidation for such periods is presented on a different basis of
accounting than the financial statements for the period from January 1, 2002
through November 30, 2002 and for the years ended December 31, 2001 and 2000,
which are prepared on the historical cost basis of accounting.

Cash Equivalents

The Partnership considers all highly liquid investments with original maturities
of three months or less to be cash


                                      F-11
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


equivalents. These investments are carried at cost which approximates market
value.

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 federal 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,
2002 and 2001, the book basis of the Partnership's investment in the Joint
Venture exceeds its tax basis by approximately $1,810,700 and $1,938,200,
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 net income for the years
ended December 31, 2002, 2001 and 2000 in the financial statements is
approximately $112,800, $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 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. The estimates
include useful lives of property, plant and equipment, valuation of long-lived
assets and allocated operating costs. Actual results could differ from those
estimates.

(4) PARTNERSHIP MATTERS

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


                                      F-12
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


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.

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

(5) 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 $292,600, $124,400 and $571,200 for
the period from January 1, 2002 to November 30, 2002 and years ended December
31, 2001 and 2000, respectively, of which $146,300, $62,200 and $285,600,
respectively, was allocated to the Partnership. The Joint Venture had a decrease
in net assets in liquidation of $1,600 for the period from December 1, 2002 to
December 31, 2002, of which $800 was allocated to the Partnership. The
operations of the Joint Venture are significant to the Partnership and its
financial statements included elsewhere in this Annual Report should be read
in conjunction with these financial statements.

(6) 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 2002 other
than through its investment in the Joint Venture. No management fees were paid
by the Partnership during 2002.

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 2002.

As disclosed in Charter Communications, Inc.'s Annual Report on Form 10-K, the
parent of the Corporate General Partner and our Manager is the defendant in
twenty-two class action and shareholder lawsuits and is the subject of a grand
jury investigation being conducted by the United States Attorney's Office for
the Eastern District of Missouri and an SEC investigation. Charter is unable to
predict the outcome of these lawsuits and government investigations. An
unfavorable outcome of these matters could have a material adverse effect on
Charter's results of operations and financial condition which could in turn have
a material adverse effect on the Partnership.

(7) RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Partnership adopted SFAS No. 143 on January
1, 2003. The adoption of SFAS No. 143 did not have a


                                      F-13
<PAGE>
                    ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000


material impact on the Partnership's financial condition or results of
operations.

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections." SFAS No. 145 provides for the rescission of
several previously issued accounting standards, new accounting guidance for the
accounting for certain lease modifications and various technical corrections
that are not substantive in nature to existing pronouncements. SFAS No. 145 will
be adopted by the Partnership beginning January 1, 2003, except for the
provisions relating to the amendment of SFAS No. 13, which will be adopted for
transactions occurring subsequent to May 15, 2002. Adoption of SFAS No. 145 did
not have a material impact on the financial statements of the Partnership.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred rather than when a company commits to such an
activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Partnership
for exit or disposal activities that are initiated after December 31, 2002.
Adoption of SFAS No. 146 will not have a material impact on the financial
statements of the Partnership.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS No.
148 amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, it amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based compensation
and the effect of the method used on reported results. Adoption of SFAS No. 148
did not have a material impact on the financial statements of the Partnership.


                                      F-14
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Venturers of
Enstar Cable of Cumberland Valley:

We have audited the accompanying statement of net assets in liquidation of
Enstar Cable of Cumberland Valley (a Georgia general partnership) as of December
31, 2002, and the related statement of changes in net assets in liquidation from
the period from December 1, 2002 to December 31, 2002 (see Note 2). We have also
audited the statements of operations, venturers' capital and cash flows for the
period from January 1, 2002 to November 30, 2002. These financial statements are
the responsibility of the Venture's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The 2001 and 2000
financial statements were audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on those financial statements in
their report dated March 29, 2002.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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.

As described in Note 2 to the financial statements, the partners of Enstar
Income/Growth Program Five-A, L.P. and Enstar Income/Growth Five-B, L.P. have
approved a plan of liquidation. Accordingly, the Venture has changed its basis
of accounting from the going concern basis to a liquidation basis as of November
30, 2002.

In our opinion, the 2002 financial statements referred to above present fairly,
in all material respects, the net assets in liquidation of Enstar Cable of
Cumberland Valley as of December 31, 2002, the changes in its net assets in
liquidation for the period from December 1, 2002 to December 31, 2002, and the
results of its operations and its cash flows for the period from January 1, 2002
to November 30, 2002 in conformity with accounting principles generally accepted
in the United States of America applied on the bases described in the preceding
paragraph.

/s/ KPMG, LLP

St. Louis, Missouri
April 11, 2003


                                      F-15
<PAGE>
 THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT
                      BEEN REISSUED BY ARTHUR ANDERSEN LLP

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Venturers of
   Enstar Cable of Cumberland Valley:

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

/s/ ARTHUR ANDERSEN LLP

St. Louis, Missouri,
March 29, 2002


                                      F-16
<PAGE>
                        ENSTAR CABLE OF CUMBERLAND VALLEY

                     STATEMENT OF NET ASSETS IN LIQUIDATION
                                  (SEE NOTE 2)

                             AS OF DECEMBER 31, 2002

<TABLE>
<S>                                                              <C>
ASSETS:

   Cash and cash equivalents                                     $ 5,557,000
   Accounts receivable                                               156,300
   Prepaid expenses and other assets                                  53,900
   Accrued net operating results through date of sale                391,000
   Property, plant and equipment                                   8,950,800
   Franchise cost                                                    291,000
                                                                 -----------

TOTAL ASSETS                                                      15,400,000
                                                                 -----------

LIABILITIES:
   Accounts payable and accrued liabilities                          799,800
   Due to affiliates                                               1,318,600
                                                                 -----------

TOTAL LIABILITIES                                                  2,118,400
                                                                 -----------

NET ASSETS IN LIQUIDATION                                        $13,281,600
                                                                 ===========
</TABLE>


                  See accompanying notes to financial statements.


                                      F-17
<PAGE>
                        ENSTAR CABLE OF CUMBERLAND VALLEY

                STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                                  (SEE NOTE 2)

            FOR THE PERIOD FROM DECEMBER 1, 2002 TO DECEMBER 31, 2002


<TABLE>
<S>                                                               <C>
Additions:
   Revenue                                                        $   497,900
   Interest income                                                      6,000
                                                                  -----------

       Total additions                                                503,900
                                                                  -----------

Deductions:
   Service costs                                                      206,600
   General and administrative expenses                                 90,600
   General partner management fees and reimbursed expenses             75,600
   Capital expenditures                                                63,000
   Recognition of accrued net operating results                        62,900
   Other expense                                                        6,800
                                                                  -----------

       Total deductions                                               505,500
                                                                  -----------

Net decrease in net assets in liquidation                              (1,600)

NET ASSETS IN LIQUIDATION, beginning of period                     13,283,200
                                                                  -----------

NET ASSETS IN LIQUIDATION, end of period                          $13,281,600
                                                                  ===========
</TABLE>


                  See accompanying notes to financial statements.


                                      F-18
<PAGE>
                        ENSTAR CABLE OF CUMBERLAND VALLEY

                                  BALANCE SHEET

                             AS OF DECEMBER 31, 2001

                                     ASSETS

<TABLE>
<S>                                                                  <C>
ASSETS:

   Cash                                                              $ 4,300,500
   Accounts receivable                                                   148,100
   Prepaid expenses and other assets                                      22,900
   Property, plant and equipment, net of accumulated depreciation
      of $16,575,000                                                   6,462,000
   Franchise cost, net of accumulated amortization of $7,669,000         383,300
   Deferred financing costs and other deferred charges, net                  600
                                                                     -----------

                                                                     $11,317,400
                                                                     ===========

                       LIABILITIES AND VENTURERS' CAPITAL

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

           Total liabilities                                           1,418,600
                                                                     -----------

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

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

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



                  See accompanying notes to financial statements.


                                      F-19
<PAGE>
                        ENSTAR CABLE OF CUMBERLAND VALLEY

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       PERIOD FROM
                                                        JANUARY 1,
                                                       2002 THROUGH      YEAR ENDED DECEMBER 31,
                                                       NOVEMBER 30,    --------------------------
                                                           2002           2001           2000
                                                       ------------    -----------     ----------
                                                       (SEE NOTE 2)
<S>                                                    <C>             <C>             <C>

REVENUES                                               $5,792,400       $6,587,400     $6,539,500
                                                       ----------       ----------     ----------
OPERATING EXPENSES:
   Service costs                                        2,215,100        2,347,800      1,962,400
   General and administrative expenses                    836,800        1,047,200        741,800
   General partner management fees and reimbursed
     expenses                                             937,700        1,188,700      1,412,400
   Depreciation and amortization                        1,568,000        1,897,200      1,841,400
                                                       ----------       ----------     ----------
                                                        5,557,600        6,480,900      5,958,000
                                                       ----------       ----------     ----------
           Operating income                               234,800          106,500        581,500
                                                       ----------       ----------     ----------
OTHER INCOME (EXPENSE):
   Interest income                                         57,900           90,200         43,900
   Interest expense                                            --           (3,400)       (45,200)
   Other expense                                             (100)         (68,900)        (9,000)
                                                       ----------       ----------     ----------
                                                           57,800           17,900        (10,300)
                                                       ----------       ----------     ----------
           Net income                                  $  292,600       $  124,400     $  571,200
                                                       ==========       ==========     ==========
</TABLE>

                  See accompanying notes to financial statements.


                                      F-20
<PAGE>
                        ENSTAR CABLE OF CUMBERLAND VALLEY

                        STATEMENTS OF VENTURERS' CAPITAL

                FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 2002 AND
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                     ENSTAR           ENSTAR
                                                                  INCOME/GROWTH   INCOME/GROWTH
                                                                     PROGRAM         PROGRAM
                                                                  FIVE-A, L.P.     FIVE-B, L.P.       TOTAL
                                                                 --------------   -------------   ------------
<S>                                                              <C>              <C>             <C>
PARTNERSHIP CAPITAL, January 1, 2000                              $   4,601,600   $   4,601,600   $  9,203,200
   Net income                                                           285,600         285,600        571,200
                                                                 --------------   -------------   ------------

PARTNERSHIP CAPITAL, December, 31 2000                                4,887,200       4,887,200      9,774,400
   Net income                                                            62,200          62,200        124,400
                                                                 --------------   -------------   ------------

PARTNERSHIP CAPITAL, December 31, 2001                                4,949,400       4,949,400      9,898,800
   Net income                                                           146,300         146,300        292,600
   Distributions                                                        (78,200)        (78,200)      (156,400)
                                                                 --------------   -------------   ------------

PARTNERSHIP CAPITAL, November 30, 2002                                5,017,500       5,017,500     10,035,000

    Effects of change to liquidation basis (see Note 2)               1,624,100       1,624,100      3,248,200
                                                                 --------------   -------------   ------------
NET ASSETS IN LIQUIDATION, November 30, 2002                     $    6,641,600   $   6,641,600   $ 13,283,200
                                                                 ==============   =============   ============
</TABLE>

                  See accompanying notes to financial statements.


                                      F-21
<PAGE>
                        ENSTAR CABLE OF CUMBERLAND VALLEY

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                             PERIOD FROM
                                                                              JANUARY 1,
                                                                                2002 TO          YEAR ENDED DECEMBER 31,
                                                                              NOVEMBER 30,     --------------------------
                                                                                 2002             2001            2000
                                                                            --------------     ----------      ----------
                                                                             (SEE NOTE 2)
<S>                                                                         <C>                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                               $      292,600     $  124,400      $  571,200
   Adjustments to reconcile net income to net cash from
        operating activities:
     Depreciation and amortization                                               1,568,000      1,897,200       1,841,400
     Changes in:
         Accounts receivable, prepaid expenses and other assets                     14,100        119,100          91,300

         Accounts payable, accrued liabilities and due to affiliates               466,400        783,800        (683,800)
                                                                            --------------     ----------      ----------
           Net cash from operating activities                                    2,341,100      2,924,500       1,820,100
                                                                            --------------     ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                         (1,061,300)      (818,400)       (547,600)
   Change in intangible assets                                                      (2,600)       (38,200)        (20,200)
                                                                            --------------     ----------      ----------
           Net cash from investing activities                                   (1,063,900)      (856,600)       (567,800)
                                                                            --------------     ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Distributions                                                                  (156,400)            --              --
                                                                            --------------     ----------      ----------
           Net cash from financing activities                                     (156,400)            --              --
                                                                            --------------     ----------      ----------
NET INCREASE IN CASH                                                             1,120,800      2,067,900       1,252,300

CASH, beginning of period                                                        4,300,500      2,232,600         980,300
                                                                            --------------     ----------      ----------
CASH, end of period                                                         $    5,421,300     $4,300,500      $2,232,600
                                                                            ==============     ==========      ==========
</TABLE>

                  See accompanying notes to financial statements.

                                      F-22
<PAGE>

                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000

(1) ORGANIZATION

Enstar Cable of Cumberland Valley (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. (the "Venturers" or the "Partnerships"),
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 third largest cable operator, serving
approximately 6.6 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.

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

(2) SALES OF ASSETS AND LIQUIDATION BASIS ACCOUNTING

In 1999, the Corporate General Partner sought purchasers for all of the cable
television systems of the Partnerships and other affiliated Partnerships 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 Partnerships 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's 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.

In March 2003, a majority of the Limited Partnerships of the Venturers approved
the sale of the Joint Venture's final cable systems and a plan of liquidation of
the Joint Venture and the Partnership. On March 31, 2003, pursuant to an asset
purchase agreement dated September 30, 2002, the Joint Venture completed the
sale of headends in and around Monticello, Kentucky to Access Cable Television,
Inc. for a total sale price of approximately $6 million. Also on March 31, 2003,
pursuant to an asset purchase agreement dated October 8, 2002, the Joint Venture
completed the sale of headends in and around Russell Springs, Kentucky to
Cumberland Cellular, Inc. (collectively with the Monticello headend, the
Monticello System) for a total sale price of approximately $3 million.

On November 8, 2002, the Joint Venture entered into an asset purchase agreement
providing for the sale of the Pomme de Terre, Missouri headend to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $502,800 (approximately $599 per customer acquired).
This sale is a part of a larger transaction in which the Joint

                                      F-23
<PAGE>
                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000


Venture and eight other affiliated partnerships (which, together with the Joint
Venture are collectively referred to as the "Selling Partnerships") would sell
all of their remaining assets used in the operation of their respective cable
systems to Telecommunications Management for a total cash sale price of
approximately $15,341,600 (before adjustments) (the Telecommunications
Management Sale). The Telecommunications Management Sale is subject to the
approval of the holders of the other Selling Partnerships. In addition, the
transaction is subject to certain closing conditions, including regulatory and
franchise approvals. As of December 31, 2002, the Pomme de Terre system had
approximately 6% of the total subscribers in the Joint Venture's systems. The
Partnership Agreement gives the general partners the authority to sell
insubstantial portions of the property and assets of the Partnership without
unitholder approval.

On February 6, 2003, the Joint Venture entered into a side letter amending the
asset purchase agreement providing for the sale of that portion of the system
serving communities in and around Pomme de Terre, Missouri to Telecommunications
Management. The side letter amends the asset purchase agreement and Deposit
Escrow Agreement to extend the date of the second installment of the deposit and
outside closing date each by 60 days. On April 7, 2003, the second installment
of the escrow deposit was due and not received. Management is currently
evaluating the alternatives with respect to this new development.

The Joint Venture finalized its proposed plan of liquidation on November 30,
2002 in connection with the filing of a proxy to obtain approval of the Limited
Partners of the Venturers for the sale of the Venture's final cable systems and
the subsequent liquidation and dissolution of the Venture and the Partnerships.
In March 2003, the required number of votes necessary to implement the plan of
liquidation were obtained. As a result, the Joint Venture changed its basis of
accounting to the liquidation basis as of November 30, 2002. Accordingly, the
assets in the accompanying statement of net assets in liquidation as of December
31, 2002 have been stated at estimated realizable values and the liabilities
have been reflected at estimated settlement amounts. The change to liquidation
basis accounting resulted in an increase to property, plant and equipment of
$2.9 million and a recognition of an asset for expected operating results for
the Monticello system through the date of sale (March 31, 2003) of $454,000.
Assets for the Pomme de Terre system were not adjusted as the amounts were not
estimable due to uncertainties surrounding the ultimate sale of that system. In
addition, estimated accrued costs of liquidation of $100,800 were recorded in
accounts payable and accrued liabilities on the accompanying statement of net
assets in liquidation as an estimate of costs to be incurred subsequent to the
sales of the systems but prior to final dissolution of the Joint Venture. The
statements of operations, venturers' capital and cash flows for the period from
January 1, 2002 through November 30, 2002 do not reflect the effects of the
change to the liquidation basis of accounting. Distributions ultimately made to
the Venturers upon liquidation will differ from the amounts recorded in the
accompanying statement of net assets in liquidation as a result of future
operations of the Pomme de Terre system, the sale proceeds ultimately received
for the Pomme de Terre system by the Joint Venture and adjustments if any to
estimated costs of liquidation.

The Corporate General Partner's intention is to settle the outstanding
obligations of the Venture and terminate the Venture as expeditiously as
possible. Final dissolution of the Venture and related cash distributions to the
Venturers will occur upon obtaining final resolution of all liquidation issues.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

As discussed in Note 2, the financial statements as of December 31, 2002 and for
the period from December 1, 2002 through December 31, 2002 are presented on a
liquidation basis of accounting. Accordingly, the financial information in the
statement of net assets in liquidation and in the statement of changes in net
assets in liquidation for such periods is presented on a different cost basis
than the financial information for the period from January 1, 2002 through
November 30, 2002 and for the years ended December 31, 2001 and 2000.


                                      F-24
<PAGE>
                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000


Cash Equivalents

The Venture considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. These investments are carried at
cost which approximates market value.

Property, Plant and Equipment

Costs associated with initial customer installations and the additions of
network equipment are capitalized. The costs of disconnecting service at a
customer's dwelling or reconnecting service to a previously installed dwelling
are charged to operating expense in the period incurred. Costs for repairs and
maintenance are charged to operating expense as incurred, while equipment
replacement and betterments, including replacement of drops, are capitalized.
<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 period from January 1, 2002 through November 30,
2002, and for the years ended December 31, 2001 and 2000 was $95,500, $239,700
and $299,200, respectively.

As of December 31, 2002, franchise agreements have expired in nine of the Joint
Venture's franchise areas where it serves approximately 7,800 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.

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, 2002, 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.


                                      F-25
<PAGE>
                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000

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, 2002 and 2001, the book basis of the Joint
Venture's net assets exceeds its tax basis by approximately $0 and $3,876,400,
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 years ended December 31, 2002, 2001 and 2000, in the financial
statements is approximately $202,700, $847,000 and $595,200 less than tax income
or loss for the same period. 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. The estimates include useful lives or property, plant and
equipment, valuation of long-lived assets and allocated operating costs. Actual
results could differ from those estimates.

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at historical cost consists of the following as of
December 31, 2001:
<TABLE>
<CAPTION>
                                        2001
                                    ------------
<S>                                 <C>
Cable distribution systems          $ 22,223,300
Land and improvements                    149,700
Vehicles, furniture and equipment        664,000
                                    ------------
                                      23,037,000

Less:  accumulated depreciation      (16,575,000)
                                    ------------

                                    $  6,462,000
                                    ============
</TABLE>

Depreciation expense for the period from January 1, 2002 through November 30,
2002, and for the years ended December 31, 2002, 2001 and 2000 was $1,472,500,
$1,581,700 and $1,505,000, respectively. As a result of the change to the
liquidation basis of accounting an adjustment of $2.9 million was made to cable
distribution systems to reflect such assets at estimated realizable value of
$8,950,800 at December 31, 2002.

(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 and was
repaid 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
and possible borrowings to fund its ongoing liquidity requirements and capital
requirements. The Joint Venture was required to upgrade its system in


                                      F-26
<PAGE>
                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000


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. The
franchising authority notified the Joint Venture on March 18, 2002, that it had
violated the franchise agreement for failing to comply with the upgrade
requirement. As a result of the alleged violation, the franchising authority
could assess monetary damages or revoke the franchise. 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. On March 31, 2003, this
franchise was transferred upon the sale of the headends in and around
Monticello, Kentucky.

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.

(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 $251,600 ($19,900 for the period from December 1,
2002 to December 31, 2002), $263,500 and $261,600 for the years ended December
31, 2002, 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 $62,900 ($5,000 for
the period from December 1, 2002 to December 31, 2002), $65,900 and $65,400 for
the years ended December 31, 2002, 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.



                                      F-27
<PAGE>
                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000


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 services and direct expenses approximated
$698,800 ($50,700 for the period from December 1, 2002 to December 31, 2002),
$859,300 and $1,085,400 for the years ended December 31, 2002, 2001 and 2000,
respectively.

Substantially all programming services are purchased through Charter. Charter
charges the Joint Venture for these costs based on its costs. The Joint Venture
recorded programming fee expense of $1,230,300 ($81,400 for the period from
December 1, 2002 to December 31, 2002), $1,300,000 and $1,075,000 for the years
ended December 31, 2002, 2001 and 2000, respectively. Programming fees are
included in service costs in the accompanying statements of operations.

As disclosed in Charter Communications, Inc.'s Annual Report on Form 10-K, the
parent of the Corporate General Partner and our Manager is the defendant in
twenty-two class action and shareholder lawsuits and is the subject of a grand
jury investigation being conducted by the United States Attorney's Office for
the Eastern District of Missouri and an SEC investigation. Charter is unable to
predict the outcome of these lawsuits and government investigations. An
unfavorable outcome of these matters could have a material adverse effect on
Charter's results of operations and financial condition which could in turn have
a material adverse effect on the Joint Venture.

(8) RECENTLY ISSUED ACCOUNTING STANDARDS

Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for
Asset Retirement Obligations," addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002.  The Joint Venture adopted SFAS No. 143 on
January 1, 2003.  The adoption of SFAS No. 143 did not have a material impact on
the Joint Venture's financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections."  SFAS No. 145 provides for the rescission of
several previously issued accounting standards, new accounting guidance for the
accounting for certain lease modifications and various technical corrections
that are not substantive in nature to existing pronouncements.  SFAS No. 145
will be adopted by the Joint Venture beginning January 1, 2003, except for the
provisions relating to the amendment of SFAS No. 13, which will be adopted for
transactions occurring subsequent to May 15, 2002.  Adoption of SFAS No. 145 did
not have a material impact on the financial statements of the Joint Venture.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
146 requires that a liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred rather than when a company
commits to such an activity and also establishes fair value as the objective for
initial measurement of the liability. SFAS No. 146 will be adopted by the Joint
Venture for exit or disposal activities that are initiated after December 31,
2002. Adoption of SFAS No. 146 will not have a material impact on the financial
statements of the Joint Venture.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure." SFAS No.
148 amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, it amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual

                                      F-28
<PAGE>
                       ENSTAR CABLE OF CUMBERLAND VALLEY

                         NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2002, 2001 AND 2000

and interim financial statements about the method of accounting for stock-based
compensation and the effect of the method used on reported results. Adoption of
SFAS No. 148 did not have a material impact on the financial statements of the
Joint Venture.


                                      F-29
<PAGE>
                                  EXHIBIT INDEX

 EXHIBIT
 NUMBER                            DESCRIPTION
 ------                            -----------

   2.1       Asset Purchase Agreement, dated September 30, 2002, by and between
             Access Cable Television, Inc.
             and Enstar Cable of Cumberland Valley (Incorporated by reference to
             Exhibit 2.1 to the registrant's
             quarterly report on Form 10-Q filed on November 13, 2002 (File No.
             000-16779)).

   2.2a      Asset Purchase Agreement, dated October 8, 2002, by and between
             Cumberland Cellular, Inc. and Enstar Cable of Cumberland Valley
             (Incorporated by reference to Exhibit 2.1 to the registrant's
             quarterly report on Form 10-Q filed on November 13, 2002 (File No.
             000-16779)).

   2.2b      Letter of Amendment, dated February 3, 2003, by and between
             Cumberland Cellular, Inc. and Enstar Cable of Cumberland Valley
             (Incorporated by reference to Exhibit 2.1 to the registrant's
             Current report on Form 8-K filed on February 12, 2003 (File No.
             000-16779)).

   2.3a      Asset Purchase Agreement, dated November 8, 2002, by and among
             Telecommunications
             Management, LLC and Enstar Income Program II-2, L.P., Enstar Income
             Program IV-3, L.P., Enstar
             Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
             L.P., Enstar VII, L.P., Enstar
             VIII, L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems
             Venture and Enstar Cable of
             Cumberland Valley (Incorporated by reference to Exhibit 2.1 to the
             quarterly report on Form 10-Q of
             Enstar Income Program II-2, L.P. filed on November 12, 2002 (File
             No. 000-14505)).

   2.3b      Letter of Amendment, dated as of February 6, 2003, between Enstar
             Income Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar
             Income Program 1984-1, L.P., Enstar Income/Growth Program Six-A,
             L.P., Enstar VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar
             XI, L.P., Enstar IV/PBD Systems Venture and Enstar Cable of
             Cumberland Valley and Telecommunications Management, LLC
             (Incorporated by reference to Exhibit 2.1 to the registrant's
             Current report on Form 8-K filed on February 14, 2003 (File No.
             000-16779)).

   2.4a      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.)

   2.4b      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.)

     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


                                      E-1
<PAGE>
             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 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.)

   14.1      Code of Conduct adopted January 28, 2003. (Incorporated by
             reference to the exhibits to the Registrant's Annual Report on Form
             10-K, File No. 000-13333 for the fiscal year ended December 31,
             2002.)

 ** 99.1     Certification pursuant to 18 U.S.C Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief
             Administrative Officer).

 ** 99.2     Certification pursuant to 18 U.S.C Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
             (Principal Financial Officer).


 **          filed herewith



                                      E-2