All of the Partnership's cable television business operations were conducted through its participation as a general partner in both the Enstar IV/PBD Systems Venture (the "PBD Joint Venture") and, until the sale of its remaining cable systems in April of 2002, Enstar Cable of Macoupin County (the "Macoupin Joint Venture") (collectively the "Joint Ventures"). The Partnership has a 50% interest in the PBD Joint Venture and a one-third interest in the Macoupin Joint Venture. The PBD Joint Venture is owned equally by the Partnership and an affiliated partnership (Enstar Income Program IV-2, L.P., "Enstar IV-2"). The Macoupin Joint Venture was owned equally by the Partnership and two affiliated partnerships (Enstar IV-2, and Enstar Income Program IV-3, L.P., "Enstar IV-3"). The Partnership did not own or operate any cable television operations in 2004 and 2003 other than through its investment in the Joint Ventures.

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, allocated operating costs and estimated costs of liquidation. Actual results could differ from those estimates.

The financial statements as of June 30, 2004 and December 31, 2003 are presented on a liquidation basis of accounting. As such, assets are stated at estimated realizable values and liabilities are stated at estimated settlement amounts. In addition, depreciation and amortization ceased upon conversion to liquidation accounting and capital expenditures were expensed as incurred.

Net assets in liquidation as of June 30, 2004 represent the estimated distributions to the Partnership's limited partners and the general partners including Enstar Communications Corporation (the "Corporate General Partner"). Distributions ultimately made to the partners upon liquidation will differ from the net assets in liquidation recorded in the Partnership's accompanying statements of net assets in liquidation as of June 30, 2004 and December 31, 2003 as a result of claims on the indemnity escrow proceeds received by the PBD Joint Venture and adjustments to accrued costs of liquidation of the Partnership and the PBD Joint Venture. The Partnership's accrued costs of liquidation were increased by $3,200 during the three and six months ended June 30, 2004. The PBD Joint Venture's accrued costs of liquidation were decreased by $3,000 and increased by $5,000 during the three and six months ended June 30, 2004, respectively. The Partnership's cash and cash equivalents decreased as a result of the payment of accrued liquidation costs and repayment of amounts due to affiliates. The PBD Joint Venture's cash and cash equivalents increased as a result of payments received on amounts due from affiliates offset in part by payments on amounts owed to Telecommunications Management. No assurance can be given as to the amount of final distributions to be made to the partners.

Effective August 31, 2003, pursuant to an asset purchase agreement dated November 8, 2002 as amended, the PBD Joint Venture completed the sale of its only remaining cable system to Telecommunications Management, LLC ("Telecommunications Management") for a total adjusted sales price of approximately $2,782,500 (approximately $800 per customer acquired), subject to post closing adjustments (the "Telecommunications Management Sale"). The Telecommunications Management Sale was part of a larger transaction in which the Partnership and eight other affiliated partnerships sold all of their remaining assets used in the operations of their respective cable systems to Telecommunications Management for a total cash sales price of $12,354,600 after closing adjustments.

The Corporate General Partner's intention is to terminate the Partnership as expeditiously as possible in accordance with the Partnership Agreement. The Partnership made an initial distribution payment of $2.9 million to its limited partners in November 2003. A second and final liquidating distribution will occur on or after October 2004 upon the release of the indemnity escrow and the receipt of the remaining proceeds of such escrow if any.

Enstar Cable has entered into agreements with the PBD Joint Venture and the Macoupin Joint Venture, of which the Partnership is a joint venturer and co-general partner, which are otherwise identical, except that the Macoupin Joint Venture pays Enstar Cable a 4% management fee. The PBD Joint Venture's management fee expense approximated $0 and $24,400 for the three months ended June 30, 2004 and 2003, respectively, and $0 and $41,800 for the six months ended June 30, 2004 and 2003, respectively. No management fee is payable to Enstar Cable by the Partnership with respect to any amounts received by the Partnership from the Joint Ventures. Management fees are non-interest bearing.

In addition to the monthly management fee, the Partnership reimburses Enstar Cable for direct expenses incurred on behalf of the Partnership and the Partnership's allocable share of operational costs associated with services provided by Enstar Cable. The Corporate General Partner is an indirect wholly owned subsidiary of Charter Communications, Inc. ("Charter"). Additionally, Charter and its affiliates 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 or Joint Ventures' allocable share of operational costs associated with the services provided. The total amount charged to the PBD Joint Venture for these services was $0 and $82,300 for the three months ended June 30, 2004 and 2003, respectively, and $0 and $101,000 for the six months ended June 30, 2004 and 2003, respectively.

Substantially all programming services were purchased through Charter. Charter charged the Joint Ventures for these costs based on an allocation of its costs. The PBD Joint Venture recorded programming fee expense of $0 and $109,600 for the three months ended June 30, 2004 and 2003, respectively, and $0 and $219,000 for the six months ended June 30, 2004 and 2003, respectively. Programming fees are included in service costs in the accompanying condensed statements of changes in net assets in liquidation.

As disclosed in Charter's Quarterly Report on Form 10-Q for the six months ended June 30, 2004, Charter is the defendant in twenty-three class action and shareholder lawsuits. On August 5, 2004, Charter entered into Memoranda of Understanding setting forth agreements in principle regarding settlement of these class actions and shareholder lawsuits. Settlement of those actions under the terms of the memoranda is subject to a number of conditions, and there can be no assurance that the actions will be settled on those terms or at all.

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 any 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. Upon dissolution of the Partnership, distributions will be made in amounts equal to the respective partners remaining capital account balances. Any negative capital account balances remaining after all allocation and distributions are made must be funded by the respective partners.

The Partnership and an affiliated partnership, Enstar IV- 2 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. Condensed financial information for the PBD Joint Venture as of June 30, 2004 and December 31, 2003 and the three and six months ended June 30, 2004 and 2003 are presented in the following statements of net assets in liquidation and statements of changes in net assets in liquidation.

Net assets in liquidation as of June 30, 2004 represent the estimated distributions to the joint venturers. Distributions ultimately made to the joint venturers upon liquidation will differ from the net assets in liquidation recorded in the accompanying statements of net assets in liquidation as of June 30, 2004 and December 31, 2003 as a result of claims on the indemnity escrow and adjustments to accrued costs of liquidation. Accrued costs of liquidation were decreased by $3,000 and increased by $5,000 during the three and six months ended June 30, 2004, respectively. No assurance can be given as to the amount of final distributions to be made to the joint venturers.

The Corporate General Partner's intention is to terminate the PBD Joint Venture as expeditiously as possible. The PBD Joint Venture made an initial distribution payment of $6.2 million to the joint venturers in November 2003. A second and final liquidating distribution will occur on or after October 2004 upon the release of the indemnity escrow and the receipt of the remaining proceeds of such escrow if any.

Distributions from the PBD Joint Venture to the Partnership were $300,000 and $650,000 during the three and six months ended June 30, 2003, respectively.

                                                            June 30,   December 31,
                                                              2004         2003
                                                           -----------  ----------
                                                           (Unaudited)

ASSETS:
  Cash and cash equivalents.............................. $   543,900  $  459,600
  Due from affiliates....................................          --     210,100
  Escrow deposits........................................     105,400     105,400
                                                           -----------  ----------
  Total assets...........................................     649,300     775,100
                                                           ===========  ==========


LIABILITIES:
  Accrued liabilities....................................      11,400      26,100
  Due to purchaser.......................................      35,200     152,000
  Due to affiliate.......................................      10,700          --
                                                           -----------  ----------
  Total liabilities......................................      57,300     178,100
                                                           -----------  ----------
NET ASSETS IN LIQUIDATION:
   Enstar Income Program IV-1, L.P.......................     296,000     298,500
   Enstar Income Program IV-2, L.P.......................     296,000     298,500
                                                           -----------  ----------
                                                          $   592,000  $  597,000
                                                           ===========  ==========

                                                                For the three months ended June 30,  For the six months ended June 30,
                                                                -----------------------------------  ----------------------------------
                                                                      2004               2003              2004              2003
                                                                -----------------  ----------------  ----------------  ----------------
Additions:
   Revenues................................................... $              --  $        488,400  $             --  $        836,800
   Interest income............................................                --            13,200                --            24,000
                                                                -----------------  ----------------  ----------------  ----------------
      Total additions.........................................                --           501,600                --           860,800
                                                                -----------------  ----------------  ----------------  ----------------
Deductions:
   Service costs..............................................                --           155,100                --           314,100
   General and administrative expenses........................                --            24,600                --            58,700
   General partner management fees and reimbursed expenses....                --           106,700                --           142,800
   Distributions to venturers.................................                --           600,000                --         1,300,000
   Capital expenditures.......................................                --            10,500                --            16,100
   Increase (decrease) in accrued costs of liquidation........            (3,000)               --             5,000                --
   Other expenses.............................................                --             3,100                --            10,700
                                                                -----------------  ----------------  ----------------  ----------------
      Total deductions........................................            (3,000)          900,000             5,000         1,842,400
                                                                -----------------  ----------------  ----------------  ----------------
Net increase (decrease) in net assets in liquidation..........             3,000          (398,400)           (5,000)         (981,600)

NET ASSETS IN LIQUIDATION, beginning of period................           589,000         5,091,400           597,000         5,674,600
                                                                -----------------  ----------------  ----------------  ----------------
NET ASSETS IN LIQUIDATION, end of period...................... $         592,000  $      4,693,000  $        592,000  $      4,693,000
                                                                =================  ================  ================  ================

ENSTAR CABLE OF MACOUPIN COUNTY

The Partnership and two affiliated partnerships, Enstar IV-2 and Enstar IV-3 (collectively referred to as the "Joint Venturers") each owned one-third of the Macoupin Joint Venture. Each of the Joint Venturers shared equally in the profits and losses of the Macoupin Joint Venture. The investment in the Macoupin Joint Venture was accounted for on the equity method. In January 2003, all remaining assets of the Macoupin Joint Venture were distributed including a final distribution of $126,000 made to the Joint Venturers of which the Partnership's portion was $42,000.

Condensed financial information for the Macoupin Joint Venture for the six months ended June 30, 2003 is presented in the following condensed statement of changes in net assets in liquidation. As all remaining assets of the Joint Venture have been distributed, the condensed statements of net assets in liquidation as of June 30, 2004 or December 31, 2003 and the condensed statement of changes in net assets in liquidation for the three and six months ended June 30, 2004 are not presented.

Deductions:
  Distribution to joint venturers............................... $     (126,000)
                                                                  --------------

Net decrease in net assets in liquidation.......................       (126,000)

NET ASSETS IN LIQUIDATION, beginning of period..................        126,000
                                                                  --------------
NET ASSETS IN LIQUIDATION, end of period........................ $           --
                                                                  ==============

This report includes certain forward-looking statements regarding, among other things, our future costs of liquidation, legal requirements, and our estimated future distributions. Such forward-looking statements involve risks and uncertainties including, without limitation, the uncertainty of legislative and regulatory changes and the costs required to liquidate the Partnership. In addition to the information provided herein, reference is made to our Annual Report on Form 10-K for the year ended December 31, 2003 for additional information regarding such matters and the effect thereof on our business.

Effective August 31, 2003, pursuant to an asset purchase agreement dated November 8, 2002 as amended, the Joint Venture completed the sale of its only remaining cable system to Telecommunications Management, LLC ("Telecommunications Management") for a total adjusted sales price of approximately $2,782,500 (approximately $800 per customer acquired), subject to post closing adjustments (the "Telecommunications Management Sale"). The Telecommunications Management Sale was part of a larger transaction in which the Partnership and eight other affiliated partnerships sold all of their remaining assets used in the operations of their respective cable systems to Telecommunications Management for a total cash sales price of $12,354,600 after closing adjustments.

The financial statements as of June 30, 2004 and December 31, 2003 are presented on a liquidation basis of accounting. As such, assets are stated at estimated realizable values and liabilities are stated at estimated settlement amounts. In addition, depreciation and amortization ceased upon conversion to liquidation accounting and capital expenditures were expensed as incurred.

Net assets in liquidation as of June 30, 2004 represent the estimated distributions to the limited partners and the general partners. Distributions ultimately made to the partners upon liquidation will differ from the net assets in liquidation recorded in the Partnership's accompanying statements of net assets in liquidation as of June 30, 2004 and December 31, 2003 as a result of claims on the indemnity escrow proceeds received by the PBD Joint Venture and adjustments to accrued costs of liquidation. The Partnership's accrued costs of liquidation were increased by $3,200 during the three and six months ended June 30, 2004. The PBD Joint Venture's accrued costs of liquidation were decreased by $3,000 and increased by $5,000 during the three and six months ended June 30, 2004, respectively. No assurance can be given as to the amount of final distributions to be made to the partners.

All of our cable television business operations have been 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.

In order to reduce costs during the liquidation period, we submitted a request for a no action letter on October 30, 2003 (the "Letter") from the Division of Corporation Finance (the "Division") of the Securities and Exchange Commission (the "Commission") seeking to relieve us from filing annual and quarterly reports on Forms 10-K and 10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Letter requested that the Division not recommend enforcement action to the Commission against us for not filing these reports, subject to complying with the requirements of the Letter. Our request currently is pending with the Division and no relief has been granted. As such, we will continue to file annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act pending receipt of a favorable no action letter or until final dissolution of the Partnership. In connection with filing the Letter, we undertook not to consent to the admission of any transferee of units as a limited partner in the Partnership, subject to the terms of our partnership agreement, except for transfers for estate planning, gift and intra-family transfer purposes. In a restated Letter filed with the Commission on August 4, 2004, we undertook to adopt a more restrictive policy upon grant of the requested relief. Under this new policy, we undertook not to consent to the admission of any transferee of units as a limited partner in the Partnership, subject to the terms of the partnership agreement, except for transfers by operation of law. In the event we receive approval of the no action letter from the Securities and Exchange Commission, we will continue to provide financial statements to the limited partners in a non-public presentation as required under the partnership agreement.

The Partnership operated the PBD Joint Venture through August 31, 2003 but had no operations for the period subsequent to that date as a result of the Telecommunications Management Sale discussed above. In addition, the Partnership changed to the liquidation basis of accounting on December 31, 2002. Accordingly, no discussion of operating results for the three and six months ended June 30, 2004 compared to the three and six months ended June 30, 2003 has been provided as the periods are not comparable.

Net assets in liquidation at June 30, 2004 were $423,700, consisting of assets of $469,200, offset by liabilities of $45,500. The net change in net assets in liquidation for the three and six months ended June 30, 2004 was a decrease of $1,700 and $5,700, respectively, primarily as a result of changes in estimated costs to liquidate the Partnership. Net assets in liquidation at December 31, 2003 were $429,400, consisting of assets of $493,800, offset by liabilities of $64,400. The net change in net assets in liquidation for the three and six months ended June 30, 2003 was an increase of $87,800 and $134,200, respectively, primarily as a result of the Partnership's share of the net operating results of the Joint Venture's cable systems.

The PBD Joint Venture operated its properties through August 31, 2003 but had no operations for the period subsequent to that date as a result of the Telecommunications Management Sale discussed above. In addition, the Partnership changed to the liquidation basis of accounting on December 31, 2002. Accordingly, no discussion of operating results for the three and six months ended June 30, 2004 compared to the three and six months ended June 30, 2003 has been provided as the periods are not comparable.

Net assets in liquidation at June 30, 2004 were $592,000, consisting of assets of $649,300, offset by liabilities of $57,300. The net change in net assets in liquidation for the three and six months ended June 30, 2004 was an increase of $3,000 and a decrease of $5,000, respectively, as a result of changes in estimated costs to liquidate the PBD Joint Venture. Net assets in liquidation at December 31, 2003 were $597,000, consisting of assets of $775,100, offset by liabilities of $178,100. The net change in net assets in liquidation for the three and six months ended June 30, 2003 was a decrease of $398,400 and $981,600, respectively, primarily as a result of distributions to the Joint Venturers offset by net operating results of the PBD Joint Venture's cable systems.

On April 10, 2002, the Macoupin Joint Venture completed the sale of its cable systems and accordingly had no operations for the three and six months ended June 30, 2004.

Final dissolution of the Macoupin Joint Venture occurred in January 2003 with the final cash distribution to the Joint Venturers of $126,000.

Cash and cash equivalents decreased $24,300 from $195,300 at December 31, 2003 to $171,000 at June 30, 2004. This decrease was primarily attributable to payment of accrued liquidation costs and repayment of amounts due to affiliates.

The Corporate General Partner's intention is to terminate the Partnership as expeditiously as possible in accordance with the Partnership Agreement. The Partnership made an initial distribution payment of $2.9 million to its limited partners in November 2003. A second and final liquidating distribution will occur on or after October 2004 upon the release of the indemnity escrow and the receipt of the remaining proceeds of such escrow if any.

Cash and cash equivalents increased $84,300 from $459,600 at December 31, 2003 to $543,900 at June 30, 2004. This increase was attributable to payments received on amounts due from affiliates offset in part by payments on amounts owed to Telecommunications Management.

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.

As disclosed in Charter's Quarterly Report on Form 10-Q for the six months ended June 30, 2004, Charter is the defendant in twenty-three class action and shareholder lawsuits. On August 5, 2004, Charter entered into Memoranda of Understanding setting forth agreements in principle regarding settlement of the class actions and shareholder lawsuits. Settlement of those actions under the terms of the memoranda is subject to a number of conditions, and there can be no assurance that the actions will be settled on those terms or at all.

As of the end of the period covered by this report, our Corporate General Partner, including our Chief Administrative Officer, acting in the capacity of our Principal Executive Officer, and our Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures with respect to the information generated for use in this quarterly report. The evaluation was based in part upon reports and affidavits provided by a number of executives of the Corporate General Partner. Based upon, and as of the date of that evaluation, our Chief Administrative Officer and Principal Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

There was no change in our internal control over financial reporting during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the above evaluation, we believe that our controls do provide such reasonable assurances.

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: August 18, 2004

* filed herewith