The accompanying condensed interim financial statements for Enstar Income Program IV-1, L.P. (the Partnership) as of September 30, 2002, and for the three and nine months ended September 30, 2002 and 2001, are unaudited. These condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001. In the opinion of management, the condensed interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of such periods. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of results for the entire year.

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. These 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.

The Partnership has a management and service agreement (the Management Agreement) with Enstar Cable Corporation (Enstar Cable), a wholly owned subsidiary of Enstar Communications Corporation (ECC), the Corporate General Partner, for a monthly management fee of 5% of gross revenues, as defined, from the operations of the Partnership, excluding revenues from the sale of cable television systems or franchises.

Enstar Cable has entered into identical agreements with Enstar IV/PBD Systems Venture (the PBD Joint Venture) and Enstar Cable of Macoupin County (the Macoupin Joint Venture) (collectively, the Joint Ventures), both Georgia general partnerships, of which the Partnership is a joint venturer and co-general partner, except that the Macoupin Joint Venture pays Enstar Cable a 4% management fee. The PBD Joint Venture's management fee expense approximated $18,200 and $65,900 ($18,200 and $21,200 related to continuing operations) for the three months ended September 30, 2002 and 2001, respectively, and $90,100 and $193,300 ($55,200 and $62,100 related to continuing operations) for the nine months ended September 30, 2002 and 2001, respectively. The Macoupin Joint Venture's management fee expense approximated $21,000 and $56,300 for the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001. In addition, the Macoupin Joint Venture is also required to pay ECC an amount equal to 1% of the Macoupin Joint Venture's gross revenues. The Macoupin Joint Venture's management fee expense to the ECC approximated $500 and $4,700 for the period from April 1, 2002 to April 10, 2002 and for the three months ended September 30, 2001, respectively, and $5,300 and $14,100 for the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001. No management fee is payable to Enstar Cable by the Partnership with respect to any amounts received by the Partnership from the Joint Ventures.

The Management Agreement also provides that the Partnership reimburse Enstar Cable for direct expenses incurred on behalf of the Partnership and the Partnership's allocable share of Enstar Cable's operational costs. Additionally, Charter Communications Holding Company, LLC, a direct parent of ECC, and its affiliates (collectively, Charter) provide other management and operational services for the Partnership and the Joint Ventures. These expenses are charged to the properties served based primarily on the Partnership's allocable share of operational costs associated with the services provided. The total amount charged to the PBD Joint Venture for these services was $23,600 and $246,000 ($23,600 and $24,400 related to continuing operations) for the three months ended September 30, 2002 and 2001, respectively, and $191,700 and $667,000 ($99,000 and $111,200 related to continuing operations) for the nine months ended September 30, 2002 and 2001, respectively. The total amount charged to the Macoupin Joint Venture for these costs approximated $63,900 and $150,000 for the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001, respectively.

All programming services are purchased through Charter. Charter charges the Joint Ventures for these costs based on an allocation of its costs. The PBD Joint Venture recorded programming fee expense of $102,000 and $298,800 ($102,000 and $97,100 related to continuing operations) for the three months ended September 30, 2002 and 2001, respectively, and $492,400 and $896,700 ($425,400 and $297,000 related to continuing operations) for the nine months ended September 30, 2002 and 2001, respectively. The Macoupin Joint Venture recorded programming fee expense of $12,500 and $97,600 for the period from April 1, 2002 to April 10, 2002 and the three months ended September 30, 2001, respectively, and $119,500 and $299,700 for the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001, respectively. Programming fees are included in service costs in the accompanying condensed statements of operations.

All amounts owed to the General Partner and affiliates are non-interest bearing.

Net income per unit of limited partnership interest is based on the average number of units outstanding during the periods presented. For this purpose, net income excluding gain on sale of cable systems has been allocated 99% to the Limited Partners and 1% to the General Partners. Gain on sale of cable systems has been allocated in accordance with the partnership agreement, first to the Limited Partners and then to the General Partners to eliminate their negative equity balance on the date of sale, and then in the amount of 99% to the Limited Partners and 1% to the General Partners. Gains and losses will be allocated in this manner until the Limited Partners have received an amount equal to their adjusted subscription amount and liquidation preference, as defined, and thereafter 80% to the Limited Partners and 20% 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.

Distributions have been allocated in accordance with the partnership agreement, 99% to the Limited Partners and 1% to the General Partners. Distributions will be allocated in this manner until the Limited Partners have received an amount equal to their adjusted subscription amount and liquidation preference, as defined, and thereafter 80% to the Limited Partners and 20% to the General Partners.

The Partnership and an affiliated partnership, Enstar Income Program IV-2, L.P. (Enstar IV-2) (collectively, the joint venturers), each own 50% of the PBD Joint Venture. Each joint venturer shares equally in the profits and losses of the PBD Joint Venture. The investment in the PBD Joint Venture is accounted for on the equity method. Summarized financial information for the PBD Joint Venture as of September 30, 2002 and December 31, 2001, and the results of its operations for the three and nine months ended September 30, 2002 and 2001 follow. The results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of results for the entire year.

The joint venturers entered into an asset purchase agreement, dated September 4, 2001, with the City of Poplar Bluff, Missouri to sell the Poplar Bluff franchise area for a sale price of approximately $8,000,000 (the Poplar Bluff Sale), the Partnership's one-half share of which is approximately $4,000,000. Closing of the Poplar Bluff Sale was subject to closing sale price adjustments, regulatory approvals, customary closing conditions and the approval by the Limited Partners of the Partnership and Enstar IV-2. All of these conditions to close the transaction were met and on March 21, 2002, the asset purchase agreement closed. The cable system sold in the Poplar Bluff Sale were presented as discontinued operations in the PBD Joint Venture's financial statements presented below.

On April 10, 2002, pursuant to an asset purchase agreement dated August 29, 2001, the joint venturers completed the sale to Interlink Communications Partners, LLC, an affiliate of the Corporate General Partner and an indirect subsidiary of Charter, of the PBD Joint Venture's Mt. Carmel, Illinois system for a total sale price of approximately $4,994,800 (the Mt. Carmel Sale), the Partnership's one-half share of which is approximately $2,497,400. As a pre-condition to the sale, based on approval by the Limited Partners, the partnership agreement was amended to allow the sale of assets to an affiliate of the Corporate General Partner. The cable systems sold in the Mt. Carmel Sale were presented as discontinued operations in the PBD Joint Venture's financial statements presented below.

On November 8, 2002 the joint venturers entered into an asset purchase agreement providing for the sale of PBD Joint Venture's remaining cable system in Dexter, Missouri to Telecommunications Management, LLC (Telecommunications Management) for a total sale price of approximately $3,148,000, (approximately $825 per customer acquired). This sale is a part of a larger transaction in which the joint venturers and nine other affiliated partnerships (which, together with the Partnership 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 (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 closing conditions, including regulatory and franchise approvals. If approved, it is expected that this sale will close in the first half of 2003, although no assurance can be given regarding this matter.

Upon sale of all of the remaining cable systems, the PBD Joint Venture and the Partnership will be liquidated and all remaining assets distributed to the joint venturers and ultimately to the Limited Partners and the General Partners of the Partnership.

In accordance with the Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long- Lived Assets," adopted by the Partnership on January 1, 2002, the Poplar Bluff and Mt. Carmel cable television systems were reclassified and presented as discontinued operations. The operating results and gain on sale of such cable systems are presented as discontinued operations in the PBD Joint Venture's condensed statements of operations. Discontinued operations classification was triggered in the second quarter of 2002 once approval of the sale was obtained and the sale became probable. For the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001, revenues of the sold cable systems were $697,000 and $2,623,400, respectively, and income (loss) from discontinued operations, excluding the gain on sale of cable systems, totaled a loss of $34,800 and income of $313,200, respectively. For the three months ended September 30, 2001 revenue and loss from discontinued operations, excluding the gain on sale of cable systems, approximated $894,900 and $84,100, respectively. The net book value of the investment in the Poplar Bluff and Mt. Carmel cable television systems approximated $6,589,600 and $189,000, respectively, at their respective sales date. The PBD Joint Venture recorded gains of $1,410,400 and $4,805,800 on the sale of Poplar Bluff and Mt. Carmel, respectively.

Distributions from the PBD Joint Venture were $4,126,700 during the nine months ended September 30, 2002. No distributions were made from the PBD Joint Venture during 2001.

                                                         September 30, December 31,
                                                              2002         2001
                                                           -----------  ----------
                                                           (unaudited)
                        ASSETS

Current assets........................................... $ 5,584,300  $  535,400
Investment in cable television properties, net...........     833,900     804,100
Other assets.............................................          --          --
Assets related to discontinued operations................          --   7,070,100
                                                           -----------  ----------
                                                          $ 6,418,200  $8,409,600
                                                           ===========  ==========

            LIABILITIES AND VENTURERS' CAPITAL

Current liabilities...................................... $ 1,096,300  $1,378,800
Venturers' capital.......................................   5,321,900   7,030,800
                                                           -----------  ----------
                                                          $ 6,418,200  $8,409,600
                                                           ===========  ==========

The Partnership and two affiliated partnerships, Enstar IV-2 and Enstar Income Program IV-3, L.P. (Enstar IV-3), each own one-third of the Macoupin Joint Venture. Each of the co-partners share equally in the profits and losses of the Macoupin Joint Venture. The investment in the Macoupin Joint Venture is accounted for on the equity method.

On April 10, 2002, pursuant to an asset purchase agreement dated August 29, 2001, the Partnership completed the sale, together with its affiliates, Enstar IV-2 and Enstar IV-3, of the Macoupin Joint Venture's systems to Charter Communications Entertainment I, LLC (CCE-I), an affiliate of the Corporate General Partner and an indirect subsidiary of Charter, for a total sale price of approximately $9,076,800, the Partnership's one-third share of which is approximately $3,025,600. As a pre-condition to the sale, based on approval by the Limited Partners, the partnership agreement was amended to allow the sale of assets to an affiliate of the Corporate General Partner.

As a result of this transaction, the Macoupin Joint Venture changed its basis of accounting to the liquidation basis on April 11, 2002. Accordingly, the assets in the accompanying statement of net assets in liquidation as of September 30, 2002 have been stated at estimated realizable values and the liabilities have been reflected at estimated settlement amounts. There were no significant adjustments recorded upon changing to liquidation basis accounting. Net assets in liquidation as of September 30, 2002 represent the estimated distribution to the Limited Partners and the General Partners. Distributions ultimately made to the joint venturers upon liquidation could differ from the amounts recorded in the accompanying statement of net assets in liquidation. Distributions from the Macoupin Joint Venture were $3,179,100 during the nine months ended September 30, 2002. No distributions were made from the Macoupin Joint Venture during 2001.

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

Summarized financial information for the Macoupin Joint Venture as of September 30, 2002 and for the three months ended September 30, 2002 and for the period from April 11, 2002 to September 30, 2002 are presented in the following statement of net assets in liquidation and statement of changes in net assets in liquidation. Summarized results of operations is also presented for the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001.

ASSETS, at estimated realizable values:
  Current assets........................................ $        543,100
                                                          ----------------
TOTAL ASSETS............................................          543,100
                                                          ----------------
LIABILITIES, at estimated settlement amounts:
  Current liabilities...................................          418,600
                                                          ----------------
TOTAL LIABILITIES.......................................          418,600
                                                          ----------------
NET ASSETS IN LIQUIDATION............................... $        124,500
                                                          ================

                                                            Three Months        Period from
                                                               Ended         April 11, 2002 to
                                                        September 30, 2002  September 30, 2002
                                                          ----------------  -------------------
 Additions:
  Reduction in accrued costs of liquidation............. $         22,400  $            22,400
  Interest income.......................................           25,100               49,500
                                                          ----------------  -------------------
                                                                   47,500               71,900
                                                          ----------------  -------------------
 Deductions:
  Distribution to joint venturers.......................        5,547,300            9,537,300
                                                          ----------------  -------------------
                                                                5,547,300            9,537,300
                                                          ----------------  -------------------
      Net decrease in net assets in liquidation.........       (5,499,800)          (9,465,400)

NET ASSETS IN LIQUIDATION, beginning of period..........        5,624,300            9,589,900
                                                          ----------------  -------------------
NET ASSETS IN LIQUIDATION, end of period................ $        124,500  $           124,500
                                                          ================  ===================

                                                               Period from
                                                             January 1, 2002
                                                                   to         Nine Months Ended
                                                             April 10, 2002   September 30, 200
                                                             ---------------  -----------------


REVENUES....................................................$       526,000  $       1,408,500

GAIN ON SALE OF CABLE SYSTEMS................................     6,918,500                 --

OPERATING EXPENSES:
   Service costs.............................................       172,300            466,600
   General and administrative expenses.......................        87,400            161,600
   General partner management fees and reimbursed expenses...        90,200            220,400
   Depreciation and amortization.............................        86,600            159,800
                                                             ---------------  -----------------
                                                                    436,500          1,008,400
                                                             ---------------  -----------------
OPERATING INCOME ............................................     7,008,000            400,100

OTHER INCOME (EXPENSE):
   Interest income...........................................         2,200             72,100
   Other expense.............................................            --            (15,300)
                                                             ---------------  -----------------
                                                                      2,200             56,800
                                                             ---------------  -----------------
NET INCOME..................................................$     7,010,200  $         456,900
                                                             ===============  =================

This 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 us. 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 us. In addition to the information provided herein, reference is made to our Annual Report on Form 10-K for the year ended December 31, 2001, for additional information regarding such matters and the effect thereof on our business.

All of our cable television business operations are conducted through participation as a partner with a 50% and a one-third interest in Enstar IV/PBD Systems Venture (the PBD Joint Venture) and Enstar Cable of Macoupin County (the Macoupin Joint Venture), (collectively, the Joint Ventures), respectively. Our participation in the Joint Ventures is equal to our affiliated partner, Enstar Income Program IV-2, L.P. (Enstar IV-2), of the PBD Joint Venture, and partners, Enstar IV-2 and Enstar Income Program IV-3, L.P. (Enstar IV-3), of the Macoupin Joint Venture, with respect to capital contributions, obligations and commitments, and results of operations. Accordingly, in considering our financial condition and results of operations, consideration must also be made of those matters as they relate to the Joint Ventures. The following discussion reflects such consideration, and with respect to results of operations, a separate discussion is provided for each entity.

General and administrative expenses decreased $2,800 from $16,700 to $13,900, or 16.8%, and $4,000 from $50,700 to $46,700, or 7.9%, for the three and nine months ended September 30, 2002, respectively compared to the corresponding periods in 2001. The decrease was primarily due to a decline in professional fees.

Interest income increased from $0 to $1,300 for the nine months ended September 30, 2002 compared to the corresponding period in 2001. The fluctuation was due to a fluctuation in average cash balances available for investment coupled with changes in interest rates.

Interest expense decreased from $3,700 to $0 and from $8,700 to $0 for the three and nine months ended September 30, 2002, respectively, compared to the corresponding periods in 2001. The decrease was due to the expiration of our loan facility on August 31, 2001.

Other income of $17,800 and other expense of $213,300 for the three and nine months ended September 30, 2002 represents transaction costs and taxes associated with the sale of certain of the Joint Ventures' cable systems. Other expense of $11,200 and $18,800 for the three and nine months ended September 30, 2001 represents costs associated with a previously unexecuted sales proposal.

On March 21, 2002 and April 10, 2002, the PBD Joint Venture completed the sales of the Poplar Bluff and the Mt. Carmel cable television systems, respectively. The following discussion of the results of operations excludes discontinued operations for the three and nine months ended September 30, 2002 and 2001. Accordingly, the remaining discussion includes the results of operations for the Dexter system only.

The Macoupin Joint Venture had no results of operations for the period subsequent to April 10, 2002 as a result of the sale of its cable systems as discussed in Note 4 to the condensed financial statements. Accordingly, no discussion of operating results for the period from April 1, 2002 to April 10, 2002 and the three months ended September 30, 2001, as well as the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001, has been provided as such analysis is not meaningful.

Net assets in liquidation at September 30, 2002 were $124,500, consisting of current assets of $543,100, offset by current liabilities of $418,600. The net change in net assets in liquidation for the three months ended September 30, 2002 and during the period from April 11, 2002 to June 30, 2002 was a decrease of $5,499,800 and $9,465,400, respectively, which was primarily due to distributions to the joint venturers.

Final dissolution of the Macoupin Joint Venture and related cash distributions to the joint venturers will occur upon obtaining final resolution of all liquidation issues.

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

All of our cable television business operations are conducted through our participation as a partner in the Joint Ventures. We distributed $5,514,900 and $378,000 during the nine months ended September 30, 2002 and 2001, respectively. On behalf of the Partnership, the Macoupin Joint Venture distributed $1,719,200 to the Limited Partners. Distributions from the Joint Ventures were $5,456,700 during the nine months ended September 30, 2002. No distributions were made from the Joint Ventures during 2001.

Operating activities used cash of $133,500 and provided cash of $364,100 during the nine months ended September 30, 2002 and 2001, respectively. Investing activities provided cash of $5,456,700 during the nine months ended September 30, 2002 due to distributions from the Joint Ventures. Financing activities used cash of $5,514,900 and $378,000 during the nine months ended September 30, 2002 and 2001, respectively, due to distributions to partners.

We believe that cash generated by continuing operations of the PBD Joint Venture will be adequate to fund any required capital expenditures as required by franchise authorities and other liquidity requirements in 2002 and through the proposed sale. At this time, the PBD Joint Venture does not anticipate making significant additional upgrades to the Dexter, Missouri cable plant or headend electronics.

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 and other interactive services, as well as to increase channel capacity and allow a greater variety of video services. The Joint Ventures' capital expenditures for recent upgrades have been made with available funds, and have enhanced the economic value of the Joint Ventures' systems and permitted the Joint Ventures to comply with franchise agreements.

The estimated cost of upgrading the PBD Joint Venture's system to two-way capability in order to be able to offer high-speed Internet service from the Dexter, Missouri headend, as well as to increase channel capacity and allow additional video services, would be approximately $2.4 million (for an upgrade to 550 megahertz (MHz) capacity) to $2.8 million (for an upgrade to 870 MHz capacity). Given the high cost of such a comprehensive upgrade effort, the limited funds available to us, and the belief that a comprehensive plan is not economically prudent, the Corporate General Partner does not presently anticipate that it will proceed with a comprehensive upgrade plan. Provided there are available funds, the Corporate General Partner will, however, continue to evaluate alternative, cost-effective solutions to increase channel capacity, pay-per-view services, and digital services which would enhance the value of our system, maintain compliance with franchise agreements and be economically prudent.

The Partnership was party to a loan agreement with Enstar Finance Company, LLC, a subsidiary of ECC. The loan agreement provided for a revolving loan facility of $2,000,000 and matured on August 31, 2001. The loan facility was not extended or replaced. Cash generated by operations of the Joint Ventures, together with available cash balances will be used to fund any capital expenditures as required by franchise authorities. However, our cash reserves will be insufficient to fund a comprehensive upgrade program. If our system is not sold, we will need to rely on increased cash flow from operations or new sources of financing in order to meet our 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 us. If we are not able to attain such cash flow increases, or obtain new sources of borrowings, we will not be able to fully complete any cable system upgrades as required by franchise authorities. As a result, the value of our system would likely be lower than that of systems built to a higher technical standard.

Together with Enstar IV-2, we entered into an asset purchase agreement, dated September 4, 2001, with the City of Poplar Bluff, Missouri to sell the Poplar Bluff franchise area for a sale price of approximately $8,000,000 (the Poplar Bluff Sale), our one-half share of which is approximately $4,000,000. Closing of the Poplar Bluff Sale was subject to closing sale price adjustments, regulatory approvals, customary closing conditions and the approval by our Limited Partners and Enstar IV-2's Limited Partners. All of these conditions to close the transaction were met and on March 21, 2002, the asset purchase agreement closed. In August 2002, mutual satisfaction was achieved and the $3,000,000 held in escrow was released to the PBD Joint Venture. The cable systems sold in the Poplar Bluff Sale were presented as discontinued operations in the PBD Joint Venture financial statements included herein.

After setting aside $1,500,000 to fund the Dexter headend's working capital needs, and paying or providing for the payment of the expenses of the Poplar Bluff Sale and the Charter Sale, the Corporate General Partner will make one or more distributions from the PBD Joint Venture to the Partnership of our allocable share of the remaining net sale proceeds, in accordance with our partnership agreement. We made an initial distribution on or about May 15, 2002, with a second distribution made on or about September 30, 2002 from the proceeds of the Poplar Bluff Sale and the Charter Sale.

On April 10, 2002, pursuant to an asset purchase agreement dated August 29, 2001, we, together with our affiliates, Enstar IV-2 and Enstar IV-3, completed the sale of the Macoupin Joint Venture's systems to Charter Communications Entertainment I, LLC (CCE-I), an affiliate of the Corporate General Partner and an indirect subsidiary of Charter, for a total sale price of approximately $9,076,800, our one-third share of which is approximately $3,025,600. Pursuant to the same asset purchase agreement, we, together with Enstar IV-2, completed the sale to Interlink Communications Partners, LLC, an affiliate of the Corporate General Partner and an indirect subsidiary of Charter, of the PBD Joint Venture's Mt. Carmel system for a total sale price of approximately $4,994,800, our one-half share of which is approximately $2,497,400 (collectively, the Charter Sale). As a pre-condition to the sale, based on approval by the Limited Partners, our partnership agreement was amended to allow the sale of assets to an affiliate of the Corporate General Partner. The cable systems sold in the Mt. Carmel sale were presented as discontinued operations in the PBD Joint Venture's financial statements and the cable systems sold in the Charter Sale were presented in the Macoupin Joint Venture's financial statements on a liquidation basis. There were no significant adjustments recorded upon changing to liquidation basis accounting.

On November 8, 2002 the joint venturers entered into an asset purchase agreement providing for the sale of PBD Joint Venture's remaining cable system in Dexter, Missouri to Telecommunications Management, LLC (Telecommunications Management) for a total sale price of approximately $3,148,000 (approximately $825 per customer acquired). This sale is a part of a larger transaction in which the joint venturers and nine other affiliated partnerships (which, together with the Partnership 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 (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 closing conditions, including regulatory and franchise approvals. If approved, it is expected that this sale will close in the first half of 2003, although no assurance can be given regarding this matter.

Upon sale of the remaining cable system, the PBD Joint Venture and the Partnership will be liquidated and all remaining assets distributed to the joint venturers and ultimately to the Limited Partners and the General Partners of the Partnership.

In accordance with the Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long- Lived Assets," adopted by the Partnership on January 1, 2002, the Poplar Bluff and Mt. Carmel cable television systems were reclassified and presented as discontinued operations. The operating results and gain on sale of such cable systems are presented as discontinued operations in the PBD Joint Venture's condensed statements of operations. Discontinued operations classification was triggered in the second quarter of 2002 once approval of the sale was obtained and the sale became probable. For the period from January 1, 2002 to April 10, 2002 and the nine months ended September 30, 2001, revenues of the sold cable systems were $697,000 and $2,623,400, respectively, and income (loss) from discontinued operations, excluding the gain on sale of cable systems, totaled a loss of $34,800 and income of $313,200, respectively. For the three months ended September 30, 2001 revenue and loss from discontinued operations, excluding the gain on sale of cable systems, approximated $894,900 and $84,100, respectively. The net book value of the investment in the Poplar Bluff and Mt. Carmel cable television systems approximated $6,589,600 and $189,000, respectively, at their respective sales date. The PBD Joint Venture recorded gains of $1,410,400 and $4,805,800 on the sale of Poplar Bluff and Mt. Carmel, respectively.

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 Ventures.

All of the PBD Joint Venture's customers from continuing operations are served by its system in Dexter, Missouri, and neighboring communities. Significant damage to this system due to seasonal weather conditions or other events could have a material adverse effect on the Joint Venture's liquidity and cash flows. The PBD Joint Venture continues to purchase insurance coverage in amounts its management views as appropriate for all other property, liability, automobile, workers' compensation and other insurable risks.

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 the Joint Venture's revenues and operating cash flow as well as the collectibility of accounts receivable.

Certain of our expenses, including the Joint Ventures, such as those for wages and benefits, equipment repair and replacement, and billing and marketing generally increase with inflation. However, the Joint Ventures do not believe that their financial results have been, or will be, adversely affected by inflation in a material manner, provided that the Joint Ventures and us are able to increase our service prices periodically, of which there can be no assurance.

(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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2002

Certification of Chief Administrative Officer

I, Steven A. Schumm, certify that:

Date: November 14, 2002

Steven A. Schumm

Executive Vice President and

Chief Administrative Officer

Certification of Principal Financial Officer

I, Paul E. Martin, certify that:

Date: November 14, 2002

Paul E. Martin

Senior Vice President and

Corporate Controller (Principal Financial Officer and

Principal Accounting Officer)

* filed herewith