ENSTAR INCOME GROWTH PROGRAM SIX B L P, DEF 14A, 1999-04-30

ENSTAR INCOME GROWTH PROGRAM SIX B L P
DEF 14A, 1999-04-30
CABLE & OTHER PAY TELEVISION SERVICES

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AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999

PROXY STATEMENT
FILED ON SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter and Person
Filing Preliminary Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
Units of Limited Partnership Interest.

(2) Aggregate number of securities to which transaction applies: 36,626

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

The filing fee is based on the aggregate cash to be received by the
Registrant from the proposed sale of assets, which the Registrant
believes will be $10,473,200 multiplied by 1/50 of 1%.

(4) Proposed maximum aggregate value of transaction: $10,473,200

(5) Total fee paid: $2,095

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

$2,095

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

Preliminary Proxy Statement

- --------------------------------------------------------------------------------

(3) Filing Party:

Enstar Income/Growth Program Six-B, L.P.

- --------------------------------------------------------------------------------

(4) Date Filed:

November 9, 1998

- --------------------------------------------------------------------------------
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ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
10900 WILSHIRE BOULEVARD, 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
April 30, 1999
Dear Unitholders:

As a unitholder of Enstar Income/Growth Program Six-B, L.P. ("Enstar
Six-B"), you are being asked to consider and vote upon a liquidation plan for
Enstar Six-B which includes (a) the sale of all of Enstar Six-B's cable
television systems to affiliates of its corporate general partner and Falcon
Holding Group, L.P. for $10,473,200 in cash and (b) the subsequent dissolution,
termination and liquidation of Enstar Six-B. The liquidation plan is more fully
described in the attached consent solicitation statement. After completion of
the sale, and the repayment of its existing obligations, Enstar Six-B presently
estimates that liquidating distributions to its unitholders would total
approximately $227 per unit. Enstar Six-B initially issued the units at a price
of $250 per unit and, since the initial issuance, Enstar Six-B has made
aggregate distributions to unitholders of $1,941,305, or $53.00 per unit.

Enstar Six-B is proposing the liquidation plan because existing franchise
agreements and the lack of available channel capacity in its cable systems make
it necessary to complete upgrades to its cable systems and Enstar Six-B does not
have access to the funds required to complete those upgrades. Enstar Six-B
initially engaged a business broker to solicit offers from third parties to
purchase its cable television systems. Enstar Six-B received only two
preliminary offers, however, and each of those offers excluded the Ivins, Utah
and Fisk, Missouri cable systems and contained material closing conditions and
potential material purchase price adjustments. Subsequent to Enstar Six-B's
receipt of those offers, it received an offer from affiliates of its corporate
general partner and Falcon Holding Group, L.P. to purchase all of Enstar Six-B's
cable television systems for $10,473,200 in cash. Unlike the two initial offers,
the Falcon offer includes all of Enstar Six-B's cable systems, includes no
potential purchase price adjustments and contains only limited closing
conditions. In addition, the Falcon offer includes a price for the Villa Rica
cable system that exceeds the highest of the initial offers by approximately
2.5%. Enstar Six-B's corporate general partner, Enstar Communications
Corporation, believes that accepting the Falcon offer and completing the
liquidation plan is in the best interests of Enstar Six-B and the unaffiliated
unitholders.

AS A CONDITION TO THE SALE AND SUBSEQUENT LIQUIDATION OF ENSTAR SIX-B, THE
HOLDERS OF AT LEAST A MAJORITY OF THE UNITS MUST APPROVE THE LIQUIDATION PLAN.
YOUR VOTE IS VERY IMPORTANT. ENSTAR COMMUNICATIONS RECOMMENDS THAT YOU COMPLETE
AND RETURN THE CONSENT CARD WITH A VOTE TO "APPROVE" THE LIQUIDATION PLAN.
PLEASE RETURN YOUR CONSENT CARD AS SOON AS POSSIBLE. IF YOU FAIL TO SEND IN YOUR
CONSENT CARD, IT WILL HAVE THE SAME EFFECT AS A VOTE TO "DISAPPROVE" THE
LIQUIDATION PLAN.

You are urged to read carefully the attached consent solicitation statement
in its entirety for a complete description of the liquidation plan. If you have
any questions regarding the liquidation plan or need assistance in completing
and returning your consent card, please feel free to contact Enstar Six-B's
soliciting agent, Mackenzie Partners, Inc., attention: Robert Marese, at (800)
322-2885.

Very truly yours,

Enstar Communications Corporation
General Partner
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ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
10900 WILSHIRE BOULEVARD, 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024

NOTICE OF CONSENT SOLICITATION

April 30, 1999
To the Unitholders of Enstar Income/Growth Program Six-B, L.P.:

NOTICE IS HEREBY GIVEN to the holders of limited partnership units of
Enstar Income/Growth Program Six-B, L.P., a Georgia limited partnership ("Enstar
Six-B"), that Enstar Communications Corporation, a Georgia corporation and the
corporate general partner of Enstar Six-B ("Enstar Communications"), is
soliciting written consents on behalf of Enstar Six-B to approve a liquidation
plan (the "Liquidation Plan") which consists of:

- the sale of all of Enstar Six-B's cable television systems for
$10,473,200 in cash to Falcon Cablevision, a California limited
partnership, and Falcon Telecable, a California limited partnership, each
of which is an affiliate of Enstar Communications;

- the amendment of Enstar Six-B's partnership agreement to permit (a) the
purchase of Enstar Six-B's cable television systems by affiliates of
Enstar Communications and (b) the completion of the Liquidation Plan by
Enstar Communications on behalf of Enstar Six-B; and

- one or more liquidating distributions to the partners and, after
providing for the payment of all of Enstar Six-B's obligations, the
dissolution, termination and liquidation of Enstar Six-B.

All of these steps are more fully described in the attached consent
solicitation statement. The Liquidation Plan is a single proposal that must be
approved by unitholders holding at least a majority of the units. Enstar Six-B
is seeking to obtain that approval through the solicitation of written consents.
No meeting of unitholders will be held. A vote to approve the Liquidation Plan
will constitute approval of each of the three elements of the Liquidation Plan.

The close of business on April 27, 1999 has been fixed as the record date
for determining the unitholders entitled to receive notice of the solicitation
of consents and to consent to the Liquidation Plan. Consents of the unitholders
to the Liquidation Plan will be solicited until 5:00 p.m., Los Angeles time on
May 27, 1999 or until such date as unitholders holding at least a majority of
the units consent, whichever occurs first (unless extended, in the sole
discretion of Enstar Communications acting on behalf of Enstar Six-B). The
enclosed consent card permits you to approve, disapprove or abstain with respect
to the Liquidation Plan. Please indicate your approval, disapproval or
abstention by marking and signing the enclosed consent card and returning it in
the enclosed self-addressed envelope to Mackenzie Partners, Inc., a company
Enstar Six-B has engaged to act as soliciting agent. If you sign and send in the
enclosed consent card and do not indicate how you want to vote, your consent
card will be treated as voting to APPROVE the Liquidation Plan.

YOUR APPROVAL IS IMPORTANT. PLEASE READ THE CONSENT SOLICITATION STATEMENT
AND THE EXHIBITS THERETO CAREFULLY AND THEN COMPLETE, SIGN AND DATE THE ENCLOSED
CONSENT CARD AND RETURN IT IN THE SELF-ADDRESSED PREPAID ENVELOPE OR BY SENDING
A FACSIMILE OF THE FRONT AND BACK OF THE CONSENT CARD TO (212) 675-0918. YOUR
PROMPT RESPONSE IS APPRECIATED.

ENSTAR COMMUNICATIONS CORPORATION
GENERAL PARTNER

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Questions and Answers About the Liquidation Plan............ 2
Who Can Help Answer Your Questions.......................... 4
Structure Chart............................................. 5
Selected Historical Financial Data.......................... 6
Special Factors............................................. 7
Background and Reasons for the Proposed Sale.............. 7
Recommendation of the General Partner; Fairness of the
Liquidation Plan....................................... 9
Opinion of HPC Puckett.................................... 12
Certain Conflicts of Interest............................. 14
The Purchase Agreement.................................... 16
Closing of the Sale....................................... 18
Description of Assets..................................... 18
Use of Proceeds and Cash Distributions.................... 19
Disadvantages of the Liquidation Plan..................... 20
Consequences of Failure to Approve Liquidation Plan....... 20
Amendment to the Partnership Agreement.................... 21
Liquidation............................................... 22
Federal Income Tax Consequences of the Liquidation Plan... 22
General................................................ 22
Partnership Status..................................... 22
Federal Income Tax Consequences........................ 23
No Appraisal Rights....................................... 24
Market Prices of Units...................................... 24
Partnership Secondary Trading as Reported in "The
Partnership Spectrum".................................. 24
Distributions to Unitholders................................ 25
Voting Securities and Principal Holders Thereof............. 25
Identity and Background of Certain Persons.................. 25
Enstar Communications Corporation......................... 25
Falcon Holding and FHGI................................... 27
Falcon Cablevision........................................ 27
Falcon Investors.......................................... 27
Falcon Telecable.......................................... 28
Falcon Telecable Investors................................ 28
Falcon Cable Communications, LLC.......................... 28
Falcon Communications, L.P................................ 28
Voting Procedures........................................... 29
Available Information....................................... 30
Incorporation By Reference.................................. 30
</TABLE>

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EXHIBITS

<TABLE>
<S> <C> <C>
Exhibit A: Asset Purchase Agreement, dated as of November 6, 1998, by
and among Enstar Six-B and the Purchasers................... A-1
Exhibit B: Amendment to Asset Purchase Agreement, dated as of March 30,
1999, by and among Enstar Six-B and the Purchasers.......... B-1
Exhibit C: Opinion of HPC Puckett & Company, dated April 30, 1999...... C-1
Exhibit D: Annual Report of Enstar Six-B on Form 10-K for the Year
Ended December 31, 1998..................................... D-1
</TABLE>

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ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
10900 WILSHIRE BOULEVARD, 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024

April 30, 1999

CONSENT SOLICITATION STATEMENT

Enstar Communications Corporation, a Georgia corporation, is the corporate
general partner of Enstar Income/Growth Program Six-B, L.P., a Georgia limited
partnership, and is furnishing this consent solicitation to holders of limited
partnership units of Enstar Six-B for the purpose of soliciting the unitholders'
consent to the Liquidation Plan. The Liquidation Plan consists of:

- one or more liquidating distributions to Enstar Six-B's partners and,
after providing for the payment of all of Enstar Six-B's obligations, the
dissolution, termination and liquidation of Enstar Six-B, all as more
fully described in this document.

After completion of the sale of Enstar Six-B's assets, and the repayment of
its existing obligations, Enstar Six-B presently estimates that liquidating
distributions to its unitholders would total approximately $227 per unit.

The Liquidation Plan is a single proposal which must be approved by
unitholders holding at least a majority of the units. On the record date, there
were 36,626 outstanding units entitled to vote on the Liquidation Plan, which
units were held by 953 unitholders. Unitholders will be notified as soon as
practicable as to the results of this solicitation.

In addition to solicitation by use of the mails, directors, officers and
employees of Falcon Holding Group, L.P., a Delaware limited partnership and the
owner of all of the capital stock of Enstar Communications, may solicit consents
in person or by telephone, facsimile or other means of communication. Such
directors, officers and employees will not receive additional compensation for
such services. Falcon Holding Group, L.P. is the managing general partner and
owns 54% of the entity that owns the purchasers. The soliciting agent has been
retained to assist Enstar Communications in the solicitation of consents for a
base fee of $7,500, plus reimbursement of expenses, estimated at approximately
$12,000 in the aggregate.

If unitholders owning a majority of the units on the record date vote to
approve the Liquidation Plan, that approval will bind all unitholders. Neither
the partnership agreement nor the Georgia Revised Uniform Limited Partnership
Act, under which Enstar Six-B is governed, provides rights of appraisal or other
similar rights to unitholders who dissent from the vote of the majority in
approving or disapproving the liquidation plan. See "SPECIAL FACTORS -- No
Appraisal Rights."

Enstar Communications, the corporate general partner of Enstar Six-B, has
determined that the Liquidation Plan is in the best interests of Enstar Six-B
and the unaffiliated unitholders and recommends that unitholders vote to
"APPROVE" the Liquidation Plan. See "SPECIAL FACTORS -- Recommendation of the
General Partner; Fairness of the Liquidation Plan."

Please read this consent solicitation statement and the exhibits hereto
carefully. Exhibit D to this consent solicitation statement contains Enstar
Six-B's Annual Report on Form 10-K for the year ended December 31, 1998. You can
find additional information about Enstar Six-B in the Annual Report.

This consent solicitation statement and the accompanying consent card are
first being mailed to unitholders on or about April 30, 1999.

THE DATE OF THIS STATEMENT IS APRIL 30, 1999.
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QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN

Q: WHY IS ENSTAR SIX-B PROPOSING TO SELL ITS CABLE TELEVISION SYSTEMS?

A: Enstar Communications, the corporate general partner of Enstar Six-B,
believes that given the market conditions for the cable television systems,
their lack of channel capacity, the impending upgrades mandated by certain of
the Enstar Six-B's franchise agreements, and Enstar Six-B's funding
limitations, now is the appropriate time to dispose of all of the Enstar
Six-B's cable television systems. See "Special Factors -- Background and
Reasons for the Proposed Sale."

Q: WHAT WILL I RECEIVE IN THE LIQUIDATION PLAN?

A: If the Liquidation Plan is completed, you will receive one or more
liquidating distributions presently estimated to total approximately $227 per
unit. The units were initially issued at a price of $250 per unit and, since
such initial issuance, Enstar Six-B has made aggregate cash distributions to
unitholders of $53.00 per unit. See "Special Factors -- Use of Proceeds and
Cash Distributions."

Q: WHY IS ENSTAR SIX-B PROPOSING TO AMEND ITS PARTNERSHIP AGREEMENT?

A: The partnership agreement provides that neither the general partner nor its
affiliates may purchase material business assets from Enstar Six-B. Due to
the fact that the purchasers are affiliates of the corporate general partner,
the partnership agreement must be amended to permit the purchasers to
purchase the cable television systems. See "Special Factors -- Amendment to
the Partnership Agreement."

Q: WHY IS ENSTAR SIX-B DISSOLVING?

A: The purchasers will be purchasing all of Enstar Six-B's cable television
systems. The proceeds of the sale will be used to fund its obligations and
the balance will be distributed to the partners. Consequently, after such
uses of the proceeds of the sale, Enstar Six-B will have no assets.
Therefore, Enstar Six-B will dissolve after completing the sale, funding its
obligations and distributing the balance of the proceeds of the sale to the
partners. See "Special Factors -- Liquidation."

Q: SINCE ENSTAR COMMUNICATIONS IS AFFILIATED WITH THE PURCHASERS, WHAT CONFLICTS
OF INTEREST DOES IT HAVE IN RECOMMENDING APPROVAL OF THE LIQUIDATION PLAN?

A: A conflict of interest arises between the purchasers' desire to achieve the
lowest possible price for Enstar Six-B's cable television systems and the
desire of the unitholders to maximize the sale price of those systems.
Furthermore, the purchase agreement for the cable television systems was not
negotiated at arm's length. Enstar Communications negotiated the terms and
provisions of the purchase agreement on behalf of Enstar Six-B with the
purchasers on terms Enstar Communications believes are customary for the sale
of similar assets. In addition, proceeds of the sale will be used to pay
$244,600 to an affiliate of Enstar Communications in satisfaction of a
receivable balance owed by Enstar Six-B for deferred management fees and
reimbursed expenses. See "Special Factors -- Certain Conflicts of Interest."

Q: WHAT BENEFITS WILL ENSTAR COMMUNICATIONS RECEIVE IF THE LIQUIDATION PLAN IS
APPROVED?

A: As mentioned above, proceeds of the sale will be used to pay $244,600 to an
affiliate of Enstar Communications in satisfaction of deferred amounts owed
by Enstar Six-B. Enstar Communications will also receive 50% of a liquidating
distribution to Enstar Six-B's general partners. The aggregate liquidating
distribution to the general partners is presently estimated to be
approximately $82,293. In addition, certain affiliates of Enstar
Communications may receive the benefit of operating synergies due to the fact
that some of Enstar Six-B's cable systems are located near systems owned or
operated by such affiliates. See "Special Factors -- Certain Conflicts of
Interest" and "-- Use of Proceeds and Cash Distributions."

Q: HOW DID ENSTAR COMMUNICATIONS MAKE SURE THAT THE SALE PRICE IS FAIR TO ME?

A: Enstar Communications, on behalf of Enstar Six-B, engaged a business broker
to solicit offers from third parties to purchase Enstar Six-B's cable
television systems. The purchase price to be paid in the proposed sale
exceeds all of the offers received from third parties. See "Special
Factors -- Background and Reasons for the Proposed Sale." In addition, Enstar
Communications has obtained the opinion of HPC Puckett & Company to
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the effect that the sale price is fair, from a financial point of view, to
Enstar Six-B and the unaffiliated unitholders. Finally, the proposed sale is
subject to the approval of the holders of at least a majority of the units.
See "Special Factors -- Recommendation of the General Partner; Fairness of
the Liquidation Plan."

Q: WHAT ARE THE DISADVANTAGES OF SELLING THE ASSETS AND LIQUIDATING ENSTAR
SIX-B?

A: The primary disadvantage is that Enstar Six-B will not benefit from possible
further improvements in economic and market conditions which might produce
increased cash flow and possibly increase the sale price of its cable
television systems in the future. See "Special Factors -- Disadvantages of
the Liquidation Plan."

Q: WHAT ARE THE CONSEQUENCES TO THE UNITHOLDERS IF THE LIQUIDATION PLAN IS NOT
CONSUMMATED?

A: If the Liquidation Plan is not consummated, it is likely that Enstar Six-B
will be forced to operate under significant capital constraints and it may be
unable to obtain sufficient capital to maintain its existing franchises.
Consequently, Enstar Six-B may seek to sell its cable television systems to a
non-affiliated entity. Based on its recent solicitation of offers for the
cable television systems, any such sale to a non-affiliated entity may be on
terms less favorable to it than the terms of the proposed sale. See "Special
Factors -- Consequences of Failure to Approve Liquidation Plan."

Q: WHAT ABOUT FUTURE DISTRIBUTIONS?

A: Enstar Six-B has not paid distributions to the unitholders since 1994. If the
Liquidation Plan is not consummated, given Enstar Six-B's significant capital
requirements and existing restraints on obtaining additional funding, it does
not contemplate being able to make distributions to its unitholders in the
foreseeable future. See "Special Factors -- Consequences of Failure to
Approve Liquidation Plan."

Q: WHEN DO YOU EXPECT THE LIQUIDATION PLAN TO BE COMPLETED?

A: We are working towards completing the Liquidation Plan as quickly as
possible. In addition to unitholder approvals, we must also obtain certain
regulatory and third-party approvals. Although we cannot predict exactly when
such regulatory approvals will be received, we hope to complete the
Liquidation Plan during the third quarter of 1999. See "Special
Factors -- Closing of the Sale."

Q: WILL I OWE ANY UNITED STATES FEDERAL INCOME TAX AS A RESULT OF THE
LIQUIDATION PLAN?

A: In general, you will recognize a gain or loss for United States federal
income tax purposes as a result of the Liquidation Plan. TAX MATTERS ARE VERY
COMPLICATED AND THE TAX CONSEQUENCES OF THE LIQUIDATION PLAN TO YOU MAY
DEPEND ON THE FACTS OF YOUR SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISOR TO
UNDERSTAND FULLY THE TAX CONSEQUENCES OF THE LIQUIDATION PLAN TO YOU. SEE
"SPECIAL FACTORS -- FEDERAL INCOME TAX CONSEQUENCES OF THE LIQUIDATION PLAN."

Q: MAY I CHANGE MY VOTE AFTER I MAIL MY UNITHOLDER CONSENT CARD?

A: Yes. You may change your vote at any time before May 27, 1999 (unless
extended, in the sole discretion of Enstar Communications acting on behalf of
Enstar Six-B). You can do this in one of two ways. First, you can send a
written notice dated later than your consent card stating that you would like
to revoke or change your vote. Second, you can complete and submit a new
consent card dated later than your original consent card. If you choose
either of these two methods, you must submit your notice of revocation or new
consent card to the soliciting agent, Mackenzie Partners, Inc., at 156 5th
Avenue, New York, New York 10010. If you instructed a broker to vote your
units, you must follow your broker's directions for changing those
instructions.

Q: DO UNITHOLDERS HAVE APPRAISAL RIGHTS?

A: Under applicable state law, unitholders are not entitled to dissenters'
appraisal rights.

Q: SHOULD I SEND IN MY UNIT CERTIFICATES NOW?

A: No. After the Liquidation Plan is completed you will receive written
instructions regarding the certificates representing your units.

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WHO CAN HELP ANSWER YOUR QUESTIONS

If you have more questions about the Liquidation Plan you should contact:

Enstar Communications Corporation
474 South Raymond Avenue, Suite 200
Pasadena, CA 91105
(626) 844-1700
Attention: Dan Do

If you would like additional copies of this consent solicitation statement,
or if you have questions about how to complete and return your consent card, you
should contact:

Mackenzie Partners, Inc.
Attention: Robert Marese
Phone Number: (800) 322-2885

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STRUCTURE CHART

The following diagram illustrates the ownership structure of Enstar Six-B,
Enstar Communications and the purchasers. See "Identity and Background of
Certain Persons."

(a) Falcon Holding Group, Inc. owns a 1% interest as the managing general
partner of Falcon Investors Group, Ltd.

(b) Falcon Holding Group, Inc. owns a 1% interest as the managing general
partner of Falcon Telecable Investors Group.

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SELECTED HISTORICAL FINANCIAL DATA

The following selected financial data of Enstar Six-B for each of the last
five fiscal years have been derived from Enstar Six-B's financial statements
audited by its independent public accountants. The selected financial data set
forth below should be read in conjunction with the audited financial statements
and related notes thereto included in Enstar Six-B's Annual Report on Form 10-K
for the year ended December 31, 1998, a copy of which is attached hereto as
Exhibit D.

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SPECIAL FACTORS

Enstar Six-B was formed in September 1987 to engage in the ownership,
operation, development and, where appropriate, sale or other disposition of
cable television systems in small and medium sized communities. Enstar
Communications Corporation is Enstar Six-B's corporate general partner (the
"General Partner").

In 1989, Enstar Six-B completed the offering of Units. A total of 36,626
Units were sold at a price of $250 per Unit, representing gross proceeds to
Enstar Six-B of $9,156,500. During January 1990, Enstar Six-B began its cable
television business operations with the acquisition of a small cable television
system providing service to customers in Ivins, Utah. During 1990, Enstar Six-B
completed two additional acquisitions of cable television systems serving the
communities in and around Fisk, Missouri and Villa Rica, Georgia. Under the
terms of the Partnership Agreement, Enstar Six-B will terminate on December 31,
2037 unless terminated sooner under the provisions thereof.

BACKGROUND AND REASONS FOR THE PROPOSED SALE

Substantially all of the available channel capacity in Enstar Six-B's cable
systems is being utilized and each of its cable systems requires upgrading.
Existing franchise agreements for three of the seven franchise areas in Enstar
Six-B's Villa Rica, Georgia cable system require Enstar Six-B to complete system
upgrades in 1999. One of Enstar Six-B's franchise agreements in the Villa Rica
cable system requires the Partnership to have completed an upgrade to the cable
system by February 7, 1999 and Enstar Six-B has not yet completed that upgrade.
Another of Enstar Six-B's franchise agreements in the Villa Rica system requires
Enstar Six-B to complete an upgrade to the cable system by May 20, 1999 and
Enstar Six-B expects that it will not have completed the upgrade by the required
date. Enstar Six-B has commenced each of the upgrades and has not received any
indication from either of the franchising authorities that they intend to take
any action adverse to Enstar Six-B as the result of Enstar Six-B's noncompliance
with the upgrade requirements in the respective franchise agreements. There can
be no assurance, however, that the franchising authorities will not take action
that is adverse to Enstar Six-B. In addition, Enstar Six-B is negotiating the
renewal of franchise agreements for two other franchise areas covered by the
Villa Rica cable system and Enstar Six-B believes that the renewed franchise
agreements may require it to upgrade the cable systems within those franchise
areas. If Enstar Six-B is unable to obtain financing to fund the upgrades
required by its franchise agreements, the respective franchising authorities may
be entitled to terminate the franchise agreements and Enstar Six-B could lose
valuable franchises.

Because the Villa Rica cable system is served by one headend and utilizes
integrated cable hardware, Enstar Six-B's Villa Rica upgrade program would cover
all of the seven franchise areas in the Villa Rica, Georgia cable system and is
estimated to require aggregate capital expenditures of approximately $7.5
million. Enstar Six-B, however, does not presently have, and believes it will be
unable to obtain, the funds required to complete the Villa Rica upgrade. Enstar
Six-B only has approximately $1.1 million of availability under its $2.5 million
revolving loan facility. In addition, Enstar Six-B's partnership agreement
provides that Enstar Six-B may not incur borrowings unless the amount of such
borrowings, together with all outstanding borrowings, does not exceed 33% of the
original capital raised by Enstar Six-B (i.e., a maximum of approximately $3.0
million of outstanding indebtedness). Consequently, even if Enstar Six-B used
the approximately $1.1 million of existing availability under its revolving loan
facility and was able to obtain the additional $500,000 of debt financing
permitted under the terms of the Partnership Agreement, Enstar Six-B would still
lack approximately $5.9 million of additional funding necessary to complete the
Villa Rica upgrade.

Enstar Six-B considered seeking an amendment to its partnership agreement
to permit it to incur sufficient indebtedness to fund completion of the Villa
Rica upgrade. Ultimately, however, Enstar Six-B concluded that such an amendment
would not benefit it because debt financing sufficient to complete the Villa
Rica upgrade was not available. This conclusion was based in large part on the
discussions held with financing sources in 1996 and 1997 in connection with the
refinancing by Enstar Finance Company, LLC (a subsidiary of the General Partner)
of the long-term indebtedness of several partnerships managed by the General
Partner. Since financing was not available to fund completion of the Villa Rica
upgrade, Enstar Six-B instead

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engaged a business broker to solicit offers from third parties to purchase its
cable television systems. At the time the broker was engaged, Falcon Holding
Group, L.P., a Delaware limited partnership and the parent corporation of the
General Partner ("Falcon Holding"), had concluded that it was not interested in
acquiring Enstar Six-B's cable television systems primarily due to limitations
on the capital available to Falcon Holding for system acquisitions under its
debt agreements and the pendancy of a restructuring of its partnership
agreement.

Over a period of four months in early 1998, the broker engaged by Enstar
Six-B solicited offers to purchase Enstar Six-B's cable television systems. The
broker distributed solicitation materials to more than twenty-five potential
purchasers and only four responded by conducting due diligence at Enstar Six-B's
facilities. Enstar Six-B received only two preliminary offers, each dated May
15, 1998, and each of which excluded the Ivins, Utah and Fisk, Missouri cable
systems. One offer included a proposed purchase price of $8.58 million for the
Villa Rica system and the other offer included a proposed purchase price of
$10.0 million for the Villa Rica system. In addition, each of the offers
contained material closing conditions and potential material purchase price
adjustments. In particular, each of the offers proposed placing a portion of the
purchase price in an escrow account for one year as security for Enstar Six-B's
indemnity obligations to be contained in the acquisition agreement, and one of
the offers contained additional adjustments based on Enstar Six-B's net working
capital at closing and its average number of subscribers for the three months
prior to closing. Enstar Six-B concluded that it was not in the best interests
of the unitholders to accept either of the offers because, among other things,
each offer was subject to material closing conditions and potential material
purchase price adjustments, and neither offer constituted an offer to purchase
all of Enstar Six-B's cable television systems. Each of the entities that made
the initial offers was made aware of the General Partner's desire that all of
Enstar Six-B's cable systems be sold in a single transaction. The General
Partner believes that a sale of all of Enstar Six-B's cable systems in one
transaction will generally yield greater proceeds available for distribution
than a series of sales on a system-by-system basis. A sale of the Villa Rica
system would have left the partnership with two extremely small cable systems
and would have exacerbated Enstar Six-B's liquidity concerns. In addition, the
General Partner believes that selling all of the cable systems at one time will
generally result in lower aggregate sale costs and eliminate the need for Enstar
Six-B to incur ongoing administrative and other expenses of continuing to
operate during an extended sales period.

Subsequent to Enstar Six-B's receipt of the initial offers, in June 1998,
Enstar Six-B received an offer from Falcon Cablevision, a California limited
partnership ("Falcon Cablevision"), and Falcon Telecable, a California limited
partnership ("Falcon Telecable"), to purchase all of Enstar Six-B's cable
television systems for $10,473,200 in cash. Each of Falcon Cablevision and
Falcon Telecable is an affiliate of Falcon Holding and of the General Partner.
See "Structure Chart" and "Identity and Background of Certain Persons." At the
time Falcon Cablevision and Falcon Telecable made their offer, they were aware
of the terms of the initial offers. The Falcon offer includes a price for the
Villa Rica cable system which exceeds the highest of the initial offers by
approximately 2.5%, includes no potential purchase price adjustments and
contains only limited closing conditions. Falcon Cablevision and Falcon
Telecable were able to make the Falcon offer because, subsequent to Enstar
Six-B's receipt of the initial offers, Falcon Holding successfully refinanced
its bond and bank indebtedness and reached an agreement to restructure its
partnership agreement and acquire a significant number of cable systems from
third parties. Falcon Cablevision and Falcon Telecable decided to make an offer
for all of Enstar Six-B's cable systems because the locations of the Enstar
Six-B cable systems present them the potential for certain operating synergies
and because they were aware of the General Partner's desire that all of Enstar
Six-B's cable systems be sold in a single transaction. The purchase price was
not determined as the result of an arm's length negotiation and was determined
based upon the broker's efforts to solicit offers to purchase Enstar Six-B's
cable systems, the terms of the initial offers and the determination by the
purchasers of a reasonable fair market value for the cable systems based upon
their experience as regular buyers and sellers of cable systems.

After Enstar Six-B received the Falcon offer, Enstar Six-B received an
additional offer, dated October 2, 1998, to purchase its Fisk, Missouri cable
system for a proposed purchase price of $103,200. Enstar Six-B concluded that it
was not in the best interests of the unitholders to accept that offer because,
among other

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<PAGE> 14

things, it did not constitute an offer to purchase all of Enstar Six-B's cable
systems, and the Falcon offer includes a price for the Fisk, Missouri cable
system that exceeds that offer by approximately 15%.

Given current market conditions for Enstar Six-B's cable television
systems, the impending upgrades required by Enstar Six-B's franchise agreement,
and its funding limitations, the General Partner believes that accepting the
Falcon offer is in the best interests of Enstar Six-B and the unaffiliated
unitholders. Accordingly, Falcon Cablevision, Falcon Telecable and Enstar Six-B
entered into a purchase agreement, dated as of November 6, 1998, pursuant to
which Falcon Cablevision and Falcon Telecable have agreed to purchase from
Enstar Six-B, and Enstar Six-B has agreed to sell to Falcon Cablevision and
Falcon Telecable, subject to obtaining the requisite consents from the
unitholders, all of Enstar Six-B's cable television systems for a price of
$10,473,200 in cash and allocated to each system as follows: $10,250,000 for the
Villa Rica system; $118,500 for the Fisk system; and $104,700 for the Ivins
system. The purchase price was not determined as the result of an arm's length
negotiation but was determined based upon the results of the broker's efforts to
solicit offers to purchase Enstar Six-B's cable television systems, the terms of
the initial offers and the determination by the purchasers of a reasonable fair
market value for the cable television systems based upon their experience as
regular buyers and sellers of cable systems. See "-- Certain Conflicts of
Interest." In addition, Enstar Six-B has obtained the opinion of HPC Puckett &
Company that the purchase price is fair, from a financial point of view, to
Enstar Six-B and the unaffiliated unitholders. The Falcon offer includes all of
Enstar Six-B's cable television systems, contains no potential purchase price
adjustments and contains only limited closing conditions. In particular, the
Falcon offer is not contingent upon the satisfactory completion of due
diligence, nor is it contingent upon the purchasers obtaining adequate
financing. The only material conditions to the closing of the sale are the
attainment of the requisite consents from the unitholders, the attainment of the
required governmental regulatory consents, and the continued truth and accuracy
of the representations and warranties of Enstar Six-B contained in the purchase
agreement. In addition, the Falcon offer includes a purchase price for the Villa
Rica cable system which exceeds the highest of the initial offers by
approximately 2.5%, and a purchase price for the Fisk, Missouri cable system
which exceeds the only third party offer for that system by approximately 15%.

RECOMMENDATION OF THE GENERAL PARTNER; FAIRNESS OF THE LIQUIDATION PLAN

The General Partner and the purchasers believe that the advantages exceed
any disadvantages of consummating the sale at this time. Accordingly, the
General Partner recommends the unitholders approve the Liquidation Plan.

In reaching the conclusion to recommend that the unitholders approve the
Liquidation Plan, the General Partner and the purchasers considered a number of
factors. The following are the material factors considered by the General
Partner and the purchasers:

- If the Liquidation Plan is approved, Enstar Six-B will be able to
consummate the sale for an amount the General Partner believes represents
a fair value for Enstar Six-B's assets and upon terms which the General
Partner believes will entail minimal transaction costs and will permit an
efficient consummation of the sale. The purchase price was determined
based upon the results of the broker's efforts to solicit offers to
purchase the cable systems, the terms of the initial offers and the
determination by the purchasers of a reasonable fair market value for the
cable systems based upon their experience as regular buyers and sellers
of cable systems. In addition, Enstar Six-B has obtained the opinion of
HPC Puckett & Company that the purchase price is fair, from a financial
point of view, to Enstar Six-B and the unaffiliated unitholders. The
purchase price includes a purchase price for the Villa Rica cable system
which exceeds the highest of the initial offers by approximately 2.5%,
and a purchase price for the Fisk, Missouri cable system which exceeds
the only third party offer for that system by approximately 15%.

- The purchase agreement may be terminated by Enstar Six-B if, prior to the
closing date, it receives a superior offer for the purchase of the cable
systems from a bona fide third party.

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<PAGE> 15

- The purchase agreement contains only limited closing conditions. In
particular, the purchasers' obligations under the purchase agreement are
not contingent upon the satisfactory completion of due diligence, nor are
such obligations contingent upon the purchasers obtaining adequate
financing.

- The purchase price for the cable systems under the purchase agreement is
not subject to reduction. Thus, unlike the initial offers and other
property sales situations in which the purchase price could decrease as a
result of due diligence uncertainties and other contingencies, there is
no risk of continuing price negotiations or adjustments with respect to
the sale.

- Based on its business experience, the General Partner believes that a
sale of all the cable systems in one transaction, such as pursuant to the
Liquidation Plan, generally yields greater net proceeds available for
distribution than a sale conducted on a system-by-system or
asset-by-asset basis. The General Partner believes that this is
particularly true where the cable systems are very small (as is the case
with Enstar Six-B's cable systems). In addition, the General Partner
believes that selling all of the cable systems at one time would
generally result in lower aggregate sale costs, unlike selling the cable
systems individually (such as would have occurred had Enstar Six-B
accepted either of the initial offers, which excluded the Ivins, Utah and
Fisk, Missouri cable systems, or the offer for the Fisk, Missouri system,
which excluded the Ivins, Utah and Villa Rica, Georgia cable systems).
Selling all of the cable systems at one time and completing the
dissolution, termination, and liquidation of Enstar Six-B promptly would
also eliminate the need for Enstar Six-B to incur ongoing administrative
and other expenses of continuing to operate Enstar Six-B during an
extended sales period.

- Substantially all of the available channel capacity in Enstar Six-B's
cable television systems is being utilized and each of such systems
requires upgrading. The Villa Rica upgrade is presently estimated to
require aggregate capital expenditures of approximately $7.5 million.
Existing franchise agreements for three of the seven franchise areas
require Enstar Six-B to complete upgrades in 1999. In addition, Enstar
Six-B is in the process of negotiating the renewal of franchise
agreements for two other franchise areas covered by the Villa Rica cable
system and Enstar Six-B believes that the renewed franchise agreements
may require it to upgrade the cable systems within those franchise areas.
Selling the cable systems in connection with the Liquidation Plan would
eliminate the need for Enstar Six-B to complete any of the
above-mentioned upgrades.

- By selling its cable systems now, Enstar Six-B would eliminate the risks
inherent in the ownership of cable television systems, including, among
other things, the risk that Enstar Six-B may be unable to obtain funding
to complete the upgrades required by its franchise agreements and the
loss of valuable cable franchises that may result if such upgrades are
not completed, the uncertainty of legislative and regulatory changes, the
rapid developments in the competitive environment facing cable television
operators and reduced subscriber rates (which in turn may be affected by
general and local economic conditions).

- Due to financial constraints, Enstar Six-B has not made any distributions
to unitholders in the past several years and, in light of the capital
required to complete the Villa Rica upgrade, does not anticipate being in
a position to make distributions to unitholders in the foreseeable
future. Approval of the Liquidation Plan will, however, permit cash
liquidating distributions to unitholders presently estimated to total
approximately $227 per unit.

- The Liquidation Plan would provide liquidity to unitholders. At present,
there is no established public trading market for the units with
liquidity limited to sporadic sales which have occurred within an
informal secondary market.

- The General Partner believes that because the purchasers are affiliates
of the General Partner, there is a high degree of certainty of closing
the sale and completing the Liquidation Plan.

- The Liquidation Plan requires the consent of the holders of at least a
majority of the units (and no unitholders are affiliates of Enstar
Six-B).

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<PAGE> 16

The General Partner and the purchasers also considered the risk that by
selling the cable systems at this time, Enstar Six-B would not benefit from
possible further improvements in economic and market conditions which might
produce increased cash flow and possibly increase the sale prices of the cable
systems. The General Partner and the purchasers believe, however, that this
potential risk is outweighed by the potential benefits to be realized from the
Liquidation Plan. In addition, the General Partner and the purchasers considered
certain conflicts of interest involving the General Partner and certain of its
affiliates as described under "-- Certain Conflicts of Interest" and their
effect on the unitholders. The General Partner and the purchasers did not
believe, however, that such conflicts of interest adversely affected the
procedural and substantive fairness of the Liquidation Plan to the unitholders
because (a) the General Partner and the purchasers believe that the Liquidation
Plan represents the best price presently available for Enstar Six-B's cable
systems, (b) the consent of unitholders (none of which is an affiliate of Enstar
Six-B) holding at least a majority of the outstanding units is required to
approve the sale, (c) Enstar Six-B is obtaining the opinion of HPC Puckett &
Company to the effect that the purchase price is fair, from a financial point of
view to Enstar Six-B and the unaffiliated unitholders, (d) the purchase
agreement contains no purchase price adjustments and only limited closing
conditions, and (e) the purchase agreement may be terminated by Enstar Six-B if,
prior to the closing date it receives a superior offer for the purchase of its
cable systems from a bona fide third party.

No other material factors were considered. For example, in the absence of
an established public market in which units are being traded, the General
Partner and the purchasers were not able to consider current or historical
market prices for the units. See "Market Prices of Units." For similar reasons,
the General Partner did not consider the $110 per unit purchase price offered to
unitholders by Madison Liquidity Investors 104 LLC ("Madison"), in an offer to
purchase dated February 5, 1999 in connection with Madison's unsolicited offer
to purchase approximately 9.9% of the outstanding units, the $125 per unit
purchase price offered to unitholders by Everest Cable Investors, L.L.C. in a
letter dated February 18, 1999 in connection with Everest's unsolicited offer to
purchase up to approximately 4.9% of the outstanding units, or the $110 per unit
purchase price offered to unitholders by Madison in an offer to purchase dated
April 21, 1999 in connection with Madison's unsolicited offer to purchase
approximately 9.4% of the outstanding units. The $10,473,200 purchase price
substantially exceeds the net book value of Enstar Six-B as of December 31, 1998
which was $4.17 million.

Enstar Six-B has no employees that are not employees of Falcon Holding,
which is an affiliate of both the General Partner and the purchasers. Therefore,
no part of the negotiation of the sale was done on an arm's length basis. In
addition, the General Partner did not retain an unaffiliated representative to
act solely on behalf of the unaffiliated unitholders for purposes of negotiating
the terms of the proposed sale of Enstar Six-B's cable systems to affiliates of
the General Partner.

The purchasers and the General Partner (by a unanimous vote of its
directors), after considering the factors discussed in this Section and in
"Special Factors -- Background and Reasons for the Proposed Sale," have
determined that the Liquidation Plan, including the transactions contemplated
thereby, is fair to unaffiliated unitholders and would serve the best interests
of Enstar Six-B and the unaffiliated unitholders by maximizing the proceeds from
a disposition of the cable systems and, consequently, the per unit liquidating
distributions to the unitholders.

The information and factors discussed above were considered collectively by
the General Partner in connection with its review of the Liquidation Plan and
the transactions contemplated thereby. Although the General Partner did not find
it practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its determination, the General
Partner accorded added weight to the following factors: the fact that the
purchase price is $10,473,200 in cash, which includes a purchase price for the
Villa Rica cable system which exceeds the highest of the initial offers by 2.5%,
and a purchase price for the Fisk, Missouri cable system which exceeds the only
third party offer for that system by approximately 15%; the opinion of HPC
Puckett & Company to the effect that the purchase price is fair, from a
financial point of view, to Enstar Six-B and the unaffiliated unitholders; the
absence of cash distributions to unitholders since 1994; the fact that Enstar
Six-B does not presently have, and believes that it will be unable to obtain,
the funds required to complete the upgrades required to be made to its cable
systems; the certainty of the price to be received under the purchase agreement;
the fact that the purchase agreement contains only limited closing conditions
(including the fact that the purchasers' obligations under the purchase
agreement are not contingent upon the
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<PAGE> 17

satisfactory completion of due diligence or upon the purchasers obtaining
adequate financing); and the savings to unitholders in administrative and sale
costs gained by selling all of the cable systems and liquidating pursuant to the
Liquidation Plan.

OPINION OF HPC PUCKETT

Enstar Six-B retained HPC Puckett & Company ("HPC") in July, 1998 to
examine the proposed Liquidation Plan and to render an opinion to the General
Partner that the purchase price is fair, from a financial point of view, to
Enstar Six-B and the unaffiliated unitholders (the "Fairness Opinion").

HPC is a cable television brokerage firm specializing in brokerage,
valuation and financing activities principally serving the cable television
industry. HPC was selected by the General Partner to provide its services based
upon HPC's qualifications, expertise, reputation and independence from Enstar
Six-B. Enstar Six-B imposed no conditions or limitations on the scope of HPC's
investigation or the methods and procedures to be followed in rendering the
Fairness Opinion, nor did it give HPC any instructions regarding how to render
the Fairness Opinion. HPC will receive a fee for the preparation and rendering
of the Fairness Opinion in the amount of $17,000.

On April 30, 1999, HPC delivered to the General Partner the Fairness
Opinion which states that as of such date, the purchase price to be received by
Enstar Six-B in connection with the sale is fair, from a financial point of
view, to Enstar Six-B and the unaffiliated unitholders. The decision to enter
into the Liquidation Plan, however, was made by the General Partner.

The Fairness Opinion, a copy of which is attached as Exhibit C hereto, sets
forth assumptions made, matters considered, and limits on a review undertaken by
HPC. Unitholders are urged to read the Fairness Opinion in its entirety. The
Fairness Opinion, which is directed only to the Liquidation Plan, was for the
information of the General Partner and does not constitute a recommendation to
any unitholder. This summary of the Fairness Opinion is qualified in its
entirety by reference to the full text of such Fairness Opinion.

For purposes of the Fairness Opinion, HPC: (a) reviewed the purchase
agreement; (b) prepared a review of the operating cable television systems owned
by Enstar Six-B; (c) reviewed certain information relating to the business,
earnings, historical earnings, a reasonable analysis of predictable earnings,
cash flow, assets and prospects of Enstar Six-B, furnished to it by the
management of Enstar Six-B and developed through its own investigations; (d)
prepared a Valuation and Appraisal for the cable television systems and, in
doing so, reviewed procedures and assumptions set forth in said appraisal in
order to determine the fair market value of the underlying assets of Enstar
Six-B; (e) conducted discussions with members of senior management of Enstar
Six-B regarding its business and prospects; (f) compared the results of
operations of Enstar Six-B with those of certain companies which it deemed to be
reasonably similar or "comparable" to Enstar Six-B in order to determine
marketplace standards; (g) compared the proposed financial terms of the
contemplated transaction with the financial terms of certain other mergers and
acquisitions which it deemed to be relevant; (h) reviewed the cable television
industry respecting the relevant geographic areas as to current standards,
recent and anticipated developments, and Enstar Six-B's position as a viable
operating concern in each of the same; (i) reviewed Enstar Six-B's balance
sheet, and its general financial condition, with an emphasis on the capital
structure of Enstar Six-B in relation to current and future anticipated
requirements of the marketplace; (j) reviewed certain marketing efforts and held
discussions with the senior management of Enstar Six-B respecting other
prospective purchasers and/or discussions with prospective purchasers regarding
other potential transactions; (k) reviewed "Special Factors -- Recommendation of
the General Partner; Fairness of the Liquidation Plan" and "Special
Factors -- Disadvantages of the Liquidation Plan" in this consent solicitation
statement; and (l) reviewed such other financial studies and analyses and
performed such other investigations and took into account such other matters as
it deemed necessary. HPC Puckett did not give any consideration to the tax
consequences, if any, to Enstar Six-B and its unitholders from the sale.

In connection with its review, HPC assumed and relied upon, without
independent verification, the accuracy and completeness of the information
supplied or otherwise made available to HPC by Enstar Six-B for the purposes of
the Fairness Opinion. The Fairness Opinion is necessarily based on economic,
market and other conditions as in effect on and information made available to it
as of the date of the Fairness Opinion.
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<PAGE> 18

Events occurring after that date could materially effect the assumptions and
conclusions contained in the Fairness Opinion.

In connection with the Fairness Opinion, HPC prepared a Valuation and
Appraisal of the Assets (the "Appraisal"). In conducting the Appraisal, HPC
employed the two methods it believes are standard in the industry for the
valuation of cable television systems. The first-method was based upon a
multiple of Enstar Six-B's operating cash flow (the "First Year Multiple
Method"). The second method was based upon the capitalization of Enstar Six-B's
projected net cash flow (the "Discounted Cash Flow Method"). Ultimately, HPC
valued Enstar Six-B's cable television systems at $10,050,000 by averaging the
results it obtained using these two methods. The following is a description of
each method of valuation.

First Year Multiple Method

Using the First Year Multiple Method, HPC valued Enstar Six-B's cable
television systems based upon a gross multiple of Enstar Six-B's projected cash
flow for the next 12 months less the capital expenditures required during such
12-month period. HPC estimated Enstar Six-B's projected cash flow for the next
12 months to be $1.575 million based on estimated 1998 revenues and cash flow
provided by the General Partner, and HPC's extrapolations of those estimates,
and on historical financial data. HPC then allocated a multiple of 10.0 to such
cash flow estimate based on the following material factors: (a) strong growth in
the Villa Rica cable system, and modest growth in the Fisk, Missouri and Ivins,
Utah systems (which could be lost to competitors due to the poor competitive
position of those systems as a result of few channel offerings and other
factors); (b) the excellent economic forecast for Georgia and the acceptable
economic forecasts for Missouri and Utah; (c) the existence of wireless
competition in the Ivins system, the strong potential for Bell South
Entertainment to soon compete for subscribers in the Villa Rica system, and the
existing competition from direct satellite services in all the systems; (d)
HPC's belief that current operations are maximizing current revenue; and (e) the
necessity for upgrading and rebuilding Enstar Six-B's cable system. HPC then
deducted capital expenditures for such 12 month period, which HPC estimated to
be $6.35 million based upon the cost of the upgrades and rebuilds required to be
made in the Villa Rica cable system and a portion of the cost of upgrading and
rebuilding the Fisk and Ivins cable systems. The First Year Multiple Method
resulted in a value of Enstar Six-B's cable systems of $9.4 million, which is a
net multiple of 6.0 times operating cash flow for the 12 month period.

HPC compared the net multiple of 6.0 times estimated 12 month operating
cash flow it obtained using the First Year Multiple Method to similarly derived
multiples from other transactions. HPC found that in the general market,
multiples ranged from 4 to 11 times projected 12 month cash flow. HPC found that
in sales of cable television systems comparable to Enstar Six-B's systems,
multiples ranged from 5 to 8 times projected 12 month cash flow. The comparable
systems are principally distinguished by type of cable system, future growth,
capital expenditures necessary to upgrade the cable systems and the relevant
period for which cash flow is calculated.

Discounted Cash Flow Method

Using the Discounted Cash Flow Method, HPC valued Enstar Six-B's cable
systems based on the capitalization of Enstar Six-B's projected net cash flow.
Employing this method, HPC prepared and examined ten years of projected cash
flows for Enstar Six-B based upon projections provided by the General Partner
and HPC's extrapolations of those projections. HPC then discounted those cash
flows back to a cumulative present value. In discounting the cash flow
projections, HPC selected a discount rate of 15% based on industry standards of
investor expectations and historical availability of cable television industry
investors.

Enstar Six-B provided HPC with the following projections of revenues and
cash flows for Enstar Six-B: projected revenues of $3.1 million, $3.2 million,
$3.5 million, $3.8 million, $4.2 million and $4.6 million in fiscal years 1998
through 2003, respectively; and projected cash flow of $1.6 million, $1.8
million, $1.9 million, $2.1 million, $2.3 million and $2.5 million in fiscal
years 1998 through 2003, respectively. Based on the foregoing and HPC's
experience in the cable television industry, HPC developed ten years of
projected future cash flows for Enstar Six-B for the purpose of using that
information in the Discounted Cash Flow Method of valuing Enstar Six-B's cable
systems. The projected cash flows for Enstar Six-B developed by HPC are set
forth in the Appraisal and are as follows: $1.6 million, $1.9 million, $2.0
million, $2.1 million, $2.3 million,

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<PAGE> 19

$2.5 million, $2.6 million, $2.8 million, $3.0 million and $3.2 million for
fiscal years 1998 through 2007, respectively. Additionally, HPC projected ten
years of capital expenditures for Enstar Six-B and discounted those capital
expenditures back to a cumulative present value using the same 15% discount
rate. HPC derived the year one capital expenditures ($6.35 million) based upon
the cost of the upgrades and rebuilds required to be made in the Villa Rica
cable system and a portion of the cost of upgrading and rebuilding the Fisk and
Ivins cable systems. HPC based the year two capital expenditures ($2.7 million)
on completion of the upgrades and rebuilds of the Villa Rica, Ivins and Fisk
cable systems. Each subsequent year's capital expenditures were based upon
normal system growth in Villa Rica and normal capital expenditures in all of
Enstar Six-B's systems. The projected capital expenditures of Enstar Six-B
developed by HPC are set forth in the Appraisal and are as follows: $6.35
million, $2.7 million, $200,000, $210,000, $220,500, $232,000, $243,000,
255,000, $268,000 and $281,000 for fiscal years 1998 through 2007, respectively.

HPC calculated the total net present value of Enstar Six-B's cable systems
by subtracting from the aggregate of Enstar Six-B's projected cash flows for ten
years ($11,099,149) the aggregate of Enstar Six-B's projected capital
expenditures for those ten years ($8,345,211), and then adding the residual
value of Enstar Six-B's cable systems at the end of the tenth year ($7,963,414).
HPC calculated the cable system's residual value at the end of the tenth year by
multiplying Enstar Six-B's projected cash flow in year ten ($796,341) by a
multiple of 10.0. HPC selected the multiple of 10.0 based on the factors
discussed above under "-- First Year Multiple Method." The Discounted Cash Flow
Method resulted in a value of Enstar Six-B's cable systems of $10,717,351.

The General Partner reached its conclusion to recommend that unitholders
vote in favor of the Liquidation Plan in spite of the fact that the Discounted
Cash Flow Method resulted in a value of Enstar Six-B's assets that exceeds the
purchase price. The General Partner's conclusion in that regard was based on the
following material factors: (a) HPC is not affiliated with Enstar Six-B or the
General Partner and is a recognized and respected cable television brokerage
firm specializing in, among other things, the valuation of cable television
systems; (b) HPC elected to employ two methods of valuing Enstar Six-B's cable
systems and concluded that its opinion as to the fair market value of those
systems would be the average of the values obtained by using the two valuation
methods; (c) HPC's opinion is that Enstar Six-B's cable systems have a fair
market value of $10,050,000, which is a value that is less than the purchase
price; and (d) Enstar Six-B's efforts to sell its cable systems to third parties
yielded only offers to purchase individual systems at prices less than those
offered by the purchasers in connection with the Liquidation Plan.

A copy of the Fairness Opinion shall be made available for inspection and
copying at the principal executive offices of Enstar Six-B during its regular
business hours by unitholders or their representatives who have been so
designated in writing. A copy of the Fairness Opinion may also be provided to
unitholders or their representatives who have been designated in writing upon
written request and at the expense of the requesting unitholder.

CERTAIN CONFLICTS OF INTEREST

Enstar Communications is the corporate general partner of Enstar Six-B and
is affiliated with each of the purchasers, and each of them is under common
control by Falcon Holding. As a result of these affiliations, a conflict arises
between the purchasers' desire to purchase the cable television systems at the
lowest possible price and the desire of the unitholders to maximize the sale
price of these systems. Furthermore, the purchase agreement was not negotiated
at arm's length. The General Partner, who as described above is an affiliate of
the purchasers, negotiated the terms and provisions of the purchase agreement on
behalf of Enstar Six-B with the purchasers on terms the General Partner believes
are customary for the sale of similar assets.

In addition, Enstar Six-B has a management agreement (the "Management
Agreement") with Enstar Cable Corporation, a wholly owned subsidiary of the
General Partner ("Enstar Cable"). Pursuant to the Management Agreement, Enstar
Cable manages Enstar Six-B's systems and provides operational support for the
activities of Enstar Six-B. For these services, Enstar Cable receives a
management fee equal to 5% of Enstar Six-B's gross revenues (excluding revenues
from the sale of cable television systems or franchises) calculated and paid
monthly. In addition, Enstar Six-B reimburses Enstar Cable for certain operating
expenses incurred by Enstar Cable in the day-to-day operation of Enstar Six-B's
cable systems. The Management

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<PAGE> 20

Agreement also requires Enstar Six-B 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 Enstar Six-B upon 60 days written notice
to Enstar Cable. Enstar Cable has engaged Falcon Communications, L.P., an
affiliate of Falcon Holding, to provide certain management services for Enstar
Six-B and pays 80% of the management fees it receives to Falcon Communications
in consideration of such services and reimburses Falcon Communications for
expenses incurred by Falcon Communications on its behalf. See "Identity and
Background of Certain Persons -- Falcon Communications, L.P." In addition,
Enstar Six-B receives certain system operating management services from
affiliates of Enstar Cable in lieu of directly employing personnel to perform
such services. Enstar Six-B reimburses the affiliates for its allocable share of
their operating costs. The General Partner also performs certain supervisory and
administrative services for Enstar Six-B, for which it is reimbursed. Prior to
December 1, 1998, Enstar Six-B purchased substantially all programming services
through Falcon Cablevision. As of December 1, 1998, Enstar Six-B purchases
substantially all programming services through Falcon Communications. Falcon
Cablevision charged Enstar Six-B for programming services, and Falcon
Communications currently charges Enstar Six-B for programming services, based on
an estimate of what the General Partner could negotiate for such programming
services for the 15 partnerships managed by the General Partner as a group.

Enstar Six-B has incurred the following payments to affiliates since
January 1, 1996:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Programming expenses charged by Falcon Cablevision and
Falcon Communications, L.P. ........................ $ 607,300 $ 526,800 $ 451,900(1)
Allocated expenses charged for system management by
affiliated entities................................. 290,400 266,100 243,000
Reimbursed expenses charged by the General Partner.... 122,900 121,900 105,200(2)
Management fees charged by the General Partner........ 151,500 145,900 126,200(2)
Reimbursements to the General Partner for insurance
premiums............................................ 1,100 1,800 2,100(2)
Reimbursements to Falcon Cablevision for subscriber
billing administration.............................. 1,800 3,100 2,500
Reimbursements to Falcon Cablevision for cable
association dues.................................... 3,600 4,500 3,800
Payments of principal and interest to Enstar Finance
under revolving loan facility....................... 478,200 37,700 --
---------- ---------- ----------
$1,656,800 $1,107,800 $ 934,700
========== ========== ==========
</TABLE>

- ---------------
(1) In 1996, Enstar Six-B paid Falcon Cablevision $121,000 of its 1996
programming expenses, leaving an unpaid balance of approximately $330,900.
As of December 31, 1996, this unpaid balance, when aggregated with prior
years' unpaid programming expenses, totaled approximately $566,200. As
described in the paragraph below, this balance was fully paid as of December
31, 1997. Since December 31, 1997, Enstar Six-B has not deferred payment of
any programming expenses owed to Falcon Cablevision or Falcon
Communications.

(2) Reimbursed expenses charged by the General Partner, management fees charged
by the General Partner and reimbursements to the General Partner for
insurance premiums were partially deferred in 1996. The deferred amounts
comprised a single cumulative payable balance to the General Partner
aggregating approximately $82,800 as of December 31, 1996. Including unpaid
fees and expenses incurred by Enstar Six-B in years prior to 1996, Enstar
Six-B's cumulative balance owed to the General Partner for unpaid fees and
expenses was approximately $999,300 as of December 31, 1996. As described in
the paragraph below, as of December 31, 1997, Enstar Six-B had paid all of
this cumulative unpaid balance except for $244,600, which remains an
outstanding obligation of Enstar Six-B. Since December 31, 1997, Enstar
Six-B has not deferred payment of any fees or expenses owed to the General
Partner.

15
<PAGE> 21

As noted in the table above, because Enstar Six-B did not generate
sufficient cash flow from operations in previous years, a portion of programming
expenses payable to Falcon Cablevision and a portion of management fees and
reimbursed expenses payable to the General Partner were deferred. As indicated
in notes (1) and (2) to the above table, as of December 31, 1996, Enstar Six-B
owed to Falcon Cablevision a balance of approximately $566,200 for deferred and
unpaid programming expenses, and owed to the General Partner a balance of
approximately $999,300 for deferred and unpaid reimbursed expenses and
management fees. By September 30, 1997, payments by Enstar Six-B had reduced the
unpaid balance owed to Falcon Cablevision to $408,000, and had reduced the
unpaid balance owed to the General Partner to $632,100. On September 30, 1997,
Enstar Six-B entered into a new revolving loan facility with Enstar Finance
Company, LLC ("Enstar Finance"), an eighty-percent owned subsidiary of the
General Partner. Enstar Six-B used borrowings under the revolving loan facility
to pay all of the $408,000 unpaid balance owed to Falcon Cablevision, and to pay
$387,500 of the $632,100 unpaid balance owed to the General Partner. The General
Partner contributed the remaining $244,600 of the unpaid balance as an equity
contribution to Enstar Finance and that unpaid balance remains an outstanding
obligation of Enstar Six-B to Enstar Finance. Because management fees owed to
the General Partner are computed as a percentage of revenues, management fees
increased only as Enstar Six-B's revenues increased. However, increases in
programming fees owed to Falcon Cablevision and increases in reimbursed expenses
owed to the General Partner contributed to Enstar Six-B's cash flow shortfall,
Enstar Six-B's need to defer amounts owed to Falcon Cablevision and the General
Partner, and Enstar Six-B's need to borrow from Enstar Finance to pay the unpaid
balances for such deferred fees and expenses.

If the Liquidation Plan is not approved by Unitholders, it is uncertain if
or when Enstar Six-B will pay the remaining $244,600 unpaid balance to Enstar
Finance. If the Liquidation Plan is approved by unitholders, the General Partner
intends to cause Enstar Six-B to pay the $244,600 unpaid balance to Enstar
Finance with the proceeds of the sale. In addition, Enstar Six-B is required to
repay its $1.4 million note payable balance and related interest expense to
Enstar Finance with proceeds from the sale. In addition, the general partners of
Enstar Six-B are eligible to receive 1.0% of the net sale price of Enstar
Six-B's cable systems in accordance with the terms of the partnership agreement.
In order to pay such amounts, the proceeds from the sale will be reduced by the
aggregate amount of these items. Such reduction will consequently result in a
reduction in the total liquidating distributions per unit. See "-- Use of
Proceeds and Cash Distributions." Accordingly, the General Partner's interest in
it and its affiliates being paid in full at the earliest possible date may
conflict with the unitholders' interest in maximizing the value of their
investment.

THE PURCHASE AGREEMENT

Enstar Six-B, Falcon Cablevision and Falcon Telecable entered into a
purchase agreement, dated as of November 6, 1998, and an amendment to the
purchase agreement, dated as of March 30, 1999. The following is a summary of
the material provisions of the purchase agreement, as amended. A copy of the
purchase agreement and the amendment are attached as Exhibits A and B,
respectively, and are incorporated by reference in this consent solicitation
statement. This summary is qualified in its entirety by reference to the
purchase agreement and the amendment. We urge you to read the purchase agreement
and the amendment in their entirety for a more complete description of their
terms and conditions.

Pursuant to the purchase agreement, the purchasers agreed to purchase all
of the cable television systems for $10,473,200 in cash plus the amount, if any,
of any capital expenditures incurred by Enstar Six-B between the date of the
purchase agreement and the closing of the sale in connection with line
extensions and/or rebuilds of its cable systems.

The following illustrates the portion of the purchase price allocated to
each cable system and such cable system's original purchase price:

<TABLE>
<CAPTION>
IVINS FISK VILLA RICA TOTAL
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Consideration allocated to each cable
system.................................. $ 104,700 $ 118,500 $10,250,000 $10,473,200
Original purchase price of each cable
system.................................. 400,000 698,000 6,532,439 7,630,439
</TABLE>

16
<PAGE> 22

In the purchase agreement, Enstar Six-B represents and warrants to the
purchasers, in summary, that (a) Enstar Six-B was properly formed under Georgia
law and is qualified to transact business and is in good standing in each state
in which its ownership of assets or conduct of business requires such
qualification; (b) Enstar Six-B has the partnership power to own and operate its
cable systems and is authorized to execute and deliver the purchase agreement
and, upon obtaining the requisite consents of the unitholders, to consummate the
Sale, (c) the execution, delivery and performance of the purchase agreement does
not require any material action or filing with any governmental authority except
for compliance with the applicable requirements of the local franchising
authorities, (d) except as disclosed, the purchase agreement does not require
any material consent by any person under any cable system contract, (e) the
execution, delivery and performance of the purchase agreement will not result in
any lien, constitute any breach or default under, or give rise to a right of
termination, cancellation, right of first refusal or acceleration under any
applicable legal requirement or any judgment, order, decree, contract, license,
lease, indenture, mortgage, loan agreement, note or other agreement or
instrument as to which Enstar Six-B is a party, (f) Enstar Six-B is not in
breach or default under any cable system contract or contract to which any of
its assets may be bound, (g) the purchase agreement has been duly executed and
delivered by Enstar Six-B and is binding upon it, (h) each franchise and Federal
Communications Commission license is valid and in full force and effect, (i)
Enstar Six-B has good and marketable title to, or valid leasehold or license
interest in, all of the cable television systems, (j) Enstar Six-B is not
infringing upon any intellectual property held by others, (k) neither Enstar
Six-B nor any party to any cable system contract is in default or breach thereof
and that the real and personal property which are the subject of leases that
constitute the cable systems contract are currently used in the construction,
operation or maintenance of Enstar Six-B, (l) there is no material litigation
that will adversely affect the purchase agreement, (m) Enstar Six-B is in
compliance with all legal requirements, and (n) Enstar Six-B has filed all
reports required by the Securities and Exchange Commission. The purchasers'
obligations under the purchase agreement are conditioned upon the truth and
accuracy of Enstar Six-B's representations and warranties as of the date of the
purchase agreement and the continued truth and accuracy thereof as of the
closing date of the sale. If the purchasers terminate the purchase agreement as
a result of Enstar Six-B's representations or warranties being materially false
or inaccurate, then Enstar Six-B will be obligated to reimburse the purchasers
for their reasonable out-of-pocket expenses.

Under the purchase agreement, the purchasers' obligation to purchase the
cable television systems are subject to the following conditions precedent: (a)
no action, suit, proceeding, stay, order, judgment or decree shall have been
filed that seeks to enjoin, materially restrain or prohibit consummation of the
sale; (b) all material authorizations, consents, permits and approvals required
for the consummation of the sale of the cable television systems shall have been
obtained and remain in full force and effect; (c) the representations and
warranties of Enstar Six-B shall be true and correct in all material respects as
of the date of the purchase agreement and as of the closing; and (d) Enstar
Six-B shall have received the requisite consents of the unitholders to the
Liquidation Plan.

The purchase agreement may be terminated by Enstar Six-B if, prior to the
closing date of the sale, Enstar Six-B's fiduciary duties require it to accept
an offer for the purchase of any cable system from a bona fide third party.
Based on the extensive sales effort conducted to date, Enstar Six-B does not
expect a superior offer to be made. However, if such an offer were to be made,
Enstar Six-B would be free to terminate the purchase agreement and accept the
offer from the third party. Enstar Six-B's sole liability to the purchasers upon
such termination would be to reimburse the purchasers for their actual
out-of-pocket costs related to the Liquidation Plan. Either purchaser may
terminate the purchase agreement if a franchising authority revokes, modifies,
terminates or fails to renew any of Enstar Six-B's franchises. The purchase
agreement originally provided that Enstar Six-B or either purchaser may
terminate the purchase agreement if the sale is not completed by March 31, 1999;
provided, however, that the March 31, 1999 termination date may be extended to
June 30, 1999 if all of the conditions to closing the sale have been satisfied
prior to March 31, 1999 except the receipt of one or more consents from
franchising authorities and the General Partner believes that the consent(s)
will likely be obtained prior to June 30, 1999. Due to unanticipated delays in
commencing the consent solicitation process, Enstar Six-B and the purchasers
entered into the amendment to the purchase agreement which extended the March
31, 1999 termination date to September 30, 1999 and extended the

17
<PAGE> 23

June 30, 1999 extended termination date to December 31, 1999. The extensions of
the two dates are the only changes to the purchase agreement effected by the
amendment.

At the present time, the purchasers intend to fulfill their obligations
under the purchase agreement through the use of cash on hand and/or proceeds
from the revolving secured credit facility maturing in 2006 (the "Revolving
Credit Facility") of Falcon Cable Communications, LLC, a general partner of each
of the purchasers, with BankBoston, N.A. as Documentation Agent, The Chase
Manhattan Bank as Co-Syndication Agent, NationsBank, N.A. as Syndication Agent,
Toronto Dominion (Texas) Inc. as Administrative Agent, Bank of America, N.T. &
S.A. as Agent, and the other lenders thereunder. The Revolving Credit Facility
provides for prime-based and LIBOR-based interest rate options. The prime-based
margin ranges from 0% to 0.375%, and the LIBOR-based margin ranges from 0.5% to
1.375%. The actual margins are based on the ratio of the borrower's total
consolidated debt to annualized consolidated cash flow. The borrower must also
pay a commitment fee, ranging from 0.25% to 0.375%, depending on the applicable
leverage ratio, on the unused portion of the available borrowings under the
Revolving Credit Facility. The borrower under the Revolving Credit Facility
intends to repay the borrowings through operating cash flow and/or future
borrowings.

CLOSING OF THE SALE

It is anticipated that the sale will be consummated as soon as practicable
following receipt of (a) the requisite consents of the unitholders to the
Liquidation Plan, and (b) the requisite consents of regulatory authorities to
transfer the assets to the purchasers. The purchase agreement provides that the
purchasers may purchase an individual cable television system that is included
in the assets as soon as the necessary regulatory consents of governmental
authorities have been obtained with respect to such individual system.
Accordingly, it is possible that sales of Enstar Six-B's individual cable
systems may be consummated at different times.

For a general discussion of the tax consequences from the Sale, see
"Special Factors -- Federal Income Tax Consequences of the Liquidation Plan."

DESCRIPTION OF ASSETS

As of December 31, 1998, Enstar Six-B owned the following cable systems:

<TABLE>
<CAPTION>
AVERAGE
MONTHLY
PREMIUM REVENUE PER
HOMES BASIC BASIC SERVICE PREMIUM BASIC
SYSTEM PASSED(1) SUBSCRIBERS PENETRATION(2) UNITS(3) PENETRATION(4) SUBSCRIBER
------ --------- ----------- -------------- -------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Ivins, UT.................... 998 467 46.8% 59 12.6% $26.79
Fisk, MO..................... 770 308 40.0% 69 22.4% $22.99
Villa Rica, GA............... 9,869 6,701 67.9% 1,790 26.7% $35.45
------ ----- -----
Total.............. 11,637 7,476 64.2% 1,918 25.7% $34.39
====== ===== =====
</TABLE>

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

(2) Basic subscribers to cable service as a percentage of homes passed by cable.

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

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

18
<PAGE> 24

The following reflects the Homes Passed and Basic Subscribers of Enstar
Six-B's cable television systems at their acquisition and as of December 31,
1998:

<TABLE>
<CAPTION>
HOMES
HOMES PASSED
PASSED AS OF
AT ACQUISITION DECEMBER 31, 1998 CHANGE
--------------- ----------------- ------
<S> <C> <C> <C>
Ivins, Utah............................ 270 998 728
Fisk, Missouri......................... 770 770 --
Villa Rica, Georgia.................... 7,463 9,869 2,406
----- ------ -----
8,503 11,637 3,137
===== ====== =====
</TABLE>

<TABLE>
<CAPTION>
BASIC BASIC SUBSCRIBERS
SUBSCRIBERS AS OF
AT ACQUISITION DECEMBER 31, 1998 CHANGE
--------------- ----------------- ------
<S> <C> <C> <C>
Ivins, Utah............................ 199 467 268
Fisk, Missouri......................... 465 308 (157)
Villa Rica, Georgia.................... 3,810 6,701 2,891
----- ------ -----
4,474 7,476 3,002
===== ====== =====
</TABLE>

USE OF PROCEEDS AND CASH DISTRIBUTIONS

The following table sets forth the anticipated application of the net
proceeds from the sale. The amount available for distribution to unitholders
shown below assumes that all of the cable television systems are sold to the
purchasers for the price, and subject to the other terms and conditions,
contained in the purchase agreement.

As promptly as practicable following the sale, the General Partner will
discharge all of the liabilities of Enstar Six-B and distribute the remaining
assets to the partners in accordance with Enstar Six-B's partnership agreement.
Enstar Six-B presently estimates that the liquidating distributions to the
unitholders would total approximately $227 per unit. This estimate is based on
the following factors and other assumptions as of March 31, 1999, and assuming a
closing as of July 31, 1999 and a liquidation of Enstar Six-B by September 30,
1999. HOWEVER, THERE CAN BE NO ASSURANCE AS TO THE ACTUAL AMOUNTS DISTRIBUTED,
OR AS TO THE AMOUNTS SET FORTH BELOW. ACTUAL AMOUNTS MAY VARY MATERIALLY FROM
THESE ESTIMATES.

In accordance with Enstar Six-B's partnership agreement, the initial and
any subsequent liquidating distributions will be distributed in proportion to,
and to the extent of, the positive capital account balances of the unitholders
and the general partners.

<TABLE>
<S> <C>
Purchase price.......................................... $10,473,200
Plus: Capital expenditures for line extensions and
rebuilds (as of March 31, 1999)....................... 404,600
Less: Note payable to Enstar Finance (as of March 31,
1999)................................................. (1,450,000)(1)
Less: Expenses of sale and liquidation.................. (771,700)(2)
Less: Equity contribution owing to Enstar Finance
Company............................................... (244,600)(3)
-----------
Net distribution amount................................. 8,411,500
Less: Distribution to general partners.................. (84,115)(4)
-----------
Distributions to unitholders............................ $ 8,327,385(5)
===========
Estimated distributions to unitholders per unit......... $ 227
===========
</TABLE>

- ---------------
(1) Enstar Six-B's note payable is due to Enstar Finance, a subsidiary of the
General Partner. Enstar Six-B entered into a loan agreement with Enstar
Finance for a revolving loan facility. Funds advanced were used to repay
Enstar Six-B's previous note payable balance and related interest owed to an
unaffiliated

19
<PAGE> 25

lender, deferred management fees and reimbursed expenses owed to the General
Partner and deferred programming fees owned to Falcon Cablevision. See
"-- Certain Conflicts of Interest."

The note matures on August 31, 2001 at which time all amounts then
outstanding are due in full. Borrowings bear interest at the prime rate plus
0.625% or at various London Interbank Offered Rates plus 1.875%. The loan
facility contains certain financial tests and other covenants. Under certain
circumstances, Enstar Six-B is required to make mandatory prepayments which
would permanently reduce the maximum commitment under the loan facility.

(2) Enstar Six-B estimates that the expenses of the Liquidation Plan will be as
follows:

<TABLE>
<S> <C>
Filing.................................................... $ 5,000
Legal..................................................... 150,000
Fairness opinion.......................................... 17,000
Accounting and tax services............................... 30,000
Solicitation and postage.................................. 60,000
Printing.................................................. 130,000
Broker Commission......................................... 104,700
Closing................................................... 100,000
Miscellaneous/other....................................... 175,000
--------
$771,700
========
</TABLE>

(3) The General Partner contributed a $244,600 receivable balance due from
Enstar Six-B for deferred management fees and reimbursed expenses as an
equity contribution to Enstar Finance. This balance remains an outstanding
obligation of Enstar Six-B and is intended to be paid with proceeds from the
sale.

(4) Enstar Six-B's partnership agreement provides that the general partners will
receive a 1.0% distribution of proceeds from a disposition of a cable
television system until the limited partners have received an annual simple
interest return of at least 8% of their initial investment. The General
Partner's initial investment in Enstar Six-B was $1,000.

(5) This computation assumes that current assets will be equal to current
liabilities when Enstar Six-B is liquidated. Current assets are generally
short term assets such as cash, accounts receivable and prepaid expenses.
Current liabilities are generally short term liabilities such as accounts
payable and accrued expenses. Enstar Six-B's current asset balances in
relation to its current liabilities vary from month to month. If current
assets exceed current liabilities when Enstar Six-B is liquidated, the
amount of that excess will be available for distribution to unitholders and
the general partners in proportion to their respective percentage interests.
If current liabilities exceed current assets when Enstar Six-B is
liquidated, the amount of the deficiency will reduce the proceeds available
for distribution to the unitholders and the general partners. Enstar Six-B's
current assets exceeded its current liabilities by approximately $32,000 as
of December 31, 1998.

From the inception of Enstar Six-B through July 1994, Enstar Six-B made
aggregate cash distributions to the unitholders in the amount of $1,941,305, or
$53.00 per unit. Such distributions were made from operating cash flow. Enstar
Six-B has paid no distributions since 1994.

DISADVANTAGES OF THE LIQUIDATION PLAN

The principal disadvantage which would result to unitholders from the
approval of the Liquidation Plan is that Enstar Six-B would not benefit from any
future improvements in economic and market conditions for its cable television
systems, which improvements could produce increased cash flow and possibly
increase the sale price of all or any of the cable television systems in the
future.

CONSEQUENCES OF FAILURE TO APPROVE LIQUIDATION PLAN

If the unitholders fail to approve the Liquidation Plan, Enstar Six-B will
continue to own the cable television systems. In such event, the General Partner
expects that Enstar Six-B would operate the cable

20
<PAGE> 26

systems and may, under appropriate conditions, seek or receive offers for the
cable systems as described below. To the extent Enstar Six-B continues to own
the cable systems, it will be required to make substantial capital expenditures
for upgrades of its cable systems. Enstar Six-B does not presently have access
to sufficient funding to complete such upgrades, and the partnership agreement
prevents Enstar Six-B from incurring additional indebtedness in an amount
sufficient to complete such upgrades. If the unitholders do not approve the
Liquidation Plan, Enstar Six-B might seek to amend the partnership agreement to
permit it to incur additional indebtedness in an amount sufficient to complete
such upgrades. However, even if the unitholders voted to approve such an
amendment, the General Partner presently believes that Enstar Six-B is unlikely
to meet the requisite lending criteria necessary to obtain the needed funding.
If Enstar Six-B is unable to obtain financing to fund the upgrades required by
its franchise agreements, the respective franchising authorities may be entitled
to terminate the franchise agreements and it could lose valuable franchises.
Moreover, in light of the factors described above, Enstar Six-B does not
contemplate being able to make distributions to unitholders in the foreseeable
future.

If the unitholders fail to approve the Liquidation Plan, consistent with
the partnership agreement, the General Partner may receive or solicit offers for
the sale of one or more of the cable systems as opportunities arise. In any such
sale, Enstar Six-B would benefit from any increase in value of the affected
systems over the value of a sale at the time pursuant to the Liquidation Plan,
and would suffer a detriment to the extent of decrease in such value. Failure by
the unitholders to approve the Liquidation Plan will not affect their rights
under the partnership agreement.

AMENDMENT TO THE PARTNERSHIP AGREEMENT

Pursuant to Section 9.6.1 of the partnership agreement, the General Partner
may not sell substantially all of the assets of Enstar Six-B without the prior
consent of the unitholders. Additionally, pursuant to 9.9 of the partnership
agreement, neither the General Partner nor any affiliate (as defined in the
partnership agreement) of the General Partner is generally permitted to purchase
any material business assets, such as cable systems or franchises, from Enstar
Six-B. Thus, because the purchasers are affiliates of the General Partner, in
order to permit the purchasers to purchase the assets, the partnership agreement
must be amended to permit the purchasers to purchase the assets. This amendment
to the partnership agreement requires the approval of unitholders holding at
least a majority of the outstanding units. In addition, consent is being
solicited to amend Section 9.1 of the partnership agreement to specifically
permit effectuation of the Liquidation Plan. The text of the amendments are as
follows:

Section 9.1 of the partnership agreement is proposed to be amended to
add the paragraph set forth below to the end of Section 9.1:

Notwithstanding any other provision of the Agreement, the Corporate
General Partner shall have the authority to effectuate the Liquidation
Plan, as such term is defined in the Notice of Consent Solicitation and
Consent Solicitation Statement, each dated as of April 30, 1999, and filed
with the Securities and Exchange Commission on Schedule 14A on April 30,
1999 as such documents may be amended (collectively, the "Consent
Solicitation Statement").

Section 9.9 of the partnership agreement is proposed to be amended to
add the underlined language set forth below:

9.9 Contracts with the Partnership. The terms of any contract between
the Partnership and the General Partners or their affiliates must be in
writing and must be no less favorable to the Partnership than those of
comparable contracts entered into by non-affiliated persons or companies
dealing at arm's length, and such contracts must be terminable by the
Partnership without penalty on not less than 60 days' written notice.
Neither the General Partners nor their affiliates shall purchase any
material business assets, such as Systems or Franchises, from the
Partnership. Notwithstanding the foregoing sentence, affiliates of the
Corporate General Partner may purchase from the Partnership substantially
all of the Partnership's assets, including, without limitation, Systems and
Franchises, in connection with and pursuant to the Liquidation Plan (as
defined in the Consent Solicitation Statement).

21
<PAGE> 27

LIQUIDATION

As soon as practicable following the closing of the sale, the General
Partner on behalf of Enstar Six-B will cause Enstar Six-B to: (a) pay all costs
associated with the sale, including costs associated with the solicitation of
consents from the unitholders; (b) estimate and reserve for all such costs
associated with the sale for which invoices have not yet been received; and (c)
provide a further contingency reserve for all other expenses and liabilities of
the Enstar Six-B. The General Partner will then cause the Enstar Six-B to
distribute the balance of the cash from the sale to the unitholders and general
partners as provided in the partnership agreement.

The remaining assets of Enstar Six-B, and any remainder of the contingency
reserve, will be distributed to the unitholders as soon as practicable after the
closing of the sale. Enstar Six-B will terminate and be dissolved upon the
disposition of all of its assets.

FEDERAL INCOME TAX CONSEQUENCES OF THE LIQUIDATION PLAN

General

The following discussion generally summarizes the federal income tax
consequences expected to arise from the consummation of the Liquidation Plan.
This summary is not intended to be and should not be considered an opinion
respecting the federal or state income tax consequences to a particular
unitholder. Due to the complexity of the tax issues involved, unitholders are
urged to consult with their personal tax advisors regarding their individual
circumstances and the tax reporting consequences of the transaction.

This summary is based upon the Internal Revenue Code of 1986, as amended
(the "Code"); existing final, temporary and proposed Treasury regulations
thereunder (the "Regulations"); published rulings and practices of the Internal
Revenue Service (the "IRS"); and court decisions, each as currently in effect.
There can be no assurance that the IRS will agree with the conclusions herein or
that future legislation or administrative changes or court decisions will not
significantly modify the federal income tax law regarding the matters described
herein, potentially with retroactive effect. This interpretation is also subject
to subsequent issuance of Treasury regulations and procedures for federal income
tax reporting.

This summary does not discuss all the federal income tax aspects of the
Liquidation Plan that may be relevant and material to a particular unitholder in
light of the unitholder's personal circumstances, or to certain types of
unitholders subject to special treatment. For example, insurance companies,
subchapter S corporations, partnerships, pension and profit-sharing plans,
tax-exempt organizations, non-U.S. taxpayers and others may be subject to
special rules not discussed below. This summary also does not address other
federal, state, local or foreign tax consequences of consummation of the
Liquidation Plan.

Based upon the description of the Liquidation Plan contained in this
consent solicitation statement, and assuming the Liquidation Plan will be
consummated on September 30, 1999, Enstar Six-B estimates that the sale will
result in a total gain allocable to the unitholders for federal income tax
purposes in 1999 (after taking into account reductions in each unitholder's
share of Enstar Six-B's indebtedness) of approximately $8.3 million or an
average of approximately $227 per unit, and will be taxed at regular rates due
to depreciation and amortization recapture. The amount of gain actually realized
by a particular unitholder may differ from the estimates set forth above as a
result of the operation of the partnership agreement, the date each unitholder
was admitted to Enstar Six-B, the amount paid by each unitholder for such unit
and the allocations of partnership income or loss to each unitholder.

Partnership Status

Under current law, a "partnership" is not a taxable entity and incurs no
federal income tax liability. Instead, each partner is required to take into
account in computing such partner's income tax liability such partner's
allocable share of the partnership's items of income, gain, loss, deduction and
credit (hereinafter referred to as "income or loss"). The distribution of cash
attributable to partnership income is generally not a separate taxable event.
This tax treatment, however, depends entirely upon Enstar Six-B's classification
as a "partnership" (rather than as an "association taxable as a corporation")
for federal income tax purposes. This

22
<PAGE> 28

summary assumes, and the General Partner believes, that Enstar Six-B has been
and will continue to be properly classified as a "partnership" for federal
income tax purposes. No opinion of counsel or of Enstar Six-B's independent
accountants or ruling from the IRS is currently being sought with respect to
this partnership status issue.

Federal Income Tax Consequences

Realization of Gain or Loss. Consummation of the Liquidation Plan will
cause Enstar Six-B to recognize income for federal income tax purposes, which
income will be allocated to the unitholders. In general, such income will equal
the excess of the "amount realized" over Enstar Six-B's "adjusted basis" in the
assets. The amount realized will equal the amount paid by the purchasers,
reduced by any expenses of sale. The "adjusted basis" of an asset will equal its
cost (including nondeductible capital expenditures made by Enstar Six-B at the
time of purchase) with certain additions or subtractions for expenditures,
transaction costs, depreciation and other items during the period of time from
acquisition of the asset until consummation of the sale. In addition, the
reduction in each unitholder's share of Enstar Six-B's indebtedness will be
treated as a deemed cash distribution, which will reduce such unitholder's basis
in its interest.

Under the Taxpayer Relief Act of 1997 (the "1997 Act"), the maximum rate of
tax on the adjusted net capital gain of a non-corporate unitholder is 20%.
Nevertheless, under Section 1245 of the Code, a portion of the amount previously
allowed as depreciation expense with respect to personal property of Enstar
Six-B will be "recaptured" upon sale (and taxed at different rates) rather than
being characterized as capital gain. In the case of non-corporate unitholders,
Section 1245 gain will be taxed at ordinary income tax rates. Enstar Six-B is
required to separately state, and the unitholders will be required to account
separately for, their distributive share of all gains and losses. Each
unitholder's allocable share of capital gain, Section 1245 gain, and partnership
net taxable income or loss will be reflected on the final Schedule K-1 sent to
each unitholder.

Passive Activity Losses. Under Section 469 of the Code, a non-corporate
taxpayer or personal service corporation generally can deduct "passive activity
losses" in any year only to the extent of the person's passive activity income
for that year. Closely-held corporations may not offset such losses against
so-called "portfolio" income. Substantially all post-1986 losses of unitholders
from Enstar Six-B should be considered passive activity losses. Unitholders may
have "suspended" passive losses from Enstar Six-B (i.e., post-1986 net taxable
losses in excess of statutorily permitted "phase-in" amounts which have not been
used to offset income from other passive activities) which may be available to
shelter gain from the Liquidation Plan. Each unitholder should consult such
unitholder's tax advisor regarding the effect that the passive activity loss
rules will have upon such unitholder's tax situation.

Unrelated Business Income. For most tax-exempt unitholders, only a portion
of the gain from the sale of the assets will be treated as unrelated business
income. Under Section 514(a) of the Code, gain from the sale of "debt-financed
property" is treated as unrelated business income generally in an amount equal
to a ratio determined by comparing the property's debt to its cost basis. If the
cable television systems are sold for net proceeds which results in estimated
total gain allocable to the unitholders of approximately $8.3 million, the
portion of the gain that will be treated as unrelated business income is
estimated to be approximately $4.5 million (or approximately $123 per unit).
Additional unrelated business income may result to a tax-exempt unitholder which
borrowed funds to purchase its units. Tax-exempt unitholders should consult
their own tax advisors regarding the unrelated trade or business income that may
result from the sale of the cable television systems.

Liquidation of the Partnership. Enstar Six-B expects to make one or more
liquidating distributions from the proceeds of the sale in accordance with the
partnership agreement. See "Distributions to Unitholders." These distributions
will first reduce a unitholder's basis in such unitholder's units and, to the
extent the amount of the distributions is in excess of that basis, such excess
will be taxed as capital gain, and as long-term capital gain if the unitholder's
holding period exceeds one year. If upon the subsequent termination of Enstar
Six-B a unitholder has a basis remaining for such unitholder's unit, the amount
of such remaining basis will give rise, in the year of the termination, to a
long-term or short-term capital loss, depending on a unitholder's holding
period.

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<PAGE> 29

NO APPRAISAL RIGHTS

If unitholders owning at least a majority of the units on the record date
vote in favor of the Liquidation Plan, such approval will bind all unitholders.
The partnership agreement and the Georgia Revised Uniform Limited Partnership
Act, under which Enstar Six-B is governed, do not give rights of appraisal or
similar rights to unitholders who dissent from the vote of the majority in
approving or disapproving the Liquidation Plan. Accordingly, dissenting
unitholders do not have the right to have their units appraised and to have the
value of their units paid to them because they disapprove of the action of a
majority in interest of the unitholders.

MARKET PRICES OF UNITS

No established market for the units was ever expected to develop, and the
secondary market transactions for the units have been limited and sporadic. It
is not known to what extent the transactions in the secondary market are between
buyers and willing sellers, each having access to relevant information regarding
the financial affairs of Enstar Six-B, expected value of its assets, and its
prospects for the future. Sellers in the secondary market who desire to dispose
of their units but who have limited means to effectuate such sales are often
willing to accept substantial discounts from what might otherwise be regarded as
the fair value of the interest being sold, to facilitate the sales. Secondary
market prices generally do not reflect the current market value of Enstar
Six-B's assets, nor are they indicative of total return, since prior cash
distributions and tax benefits received by the original investor are not
reflected in the price. Nonetheless, notwithstanding these qualifications, the
secondary market prices, to the extent that the reported data are reliable, are
indicative of the prices at which the units trade in the illiquid secondary
market.

The following table sets forth the high and low sales prices at which the
units traded in the secondary market as reported by Partnership Spectrum in
certain of its semimonthly publications of "The Partnership Spectrum":

PARTNERSHIP SECONDARY TRADING AS REPORTED
IN "THE PARTNERSHIP SPECTRUM"

<TABLE>
<CAPTION>
HIGH LOW NUMBER OF TRADES
------- ------- ----------------
<S> <C> <C> <C>
1996
May/June........................................ $ 47.10 $ 40.00 5
July/August..................................... NRT* NRT 0
September/October............................... $ 40.05 $ 32.31 3
November/December............................... $ 40.05 $ 40.05 1
1997
January/February................................ $ 40.55 $ 40.55 1
March/April..................................... $ 43.00 $ 25.00 3
May/June........................................ $ 43.14 $ 43.14 1
July/August..................................... $ 45.00 $ 42.00 5
September/October............................... $ 48.50 $ 48.00 2
November/December............................... $ 51.60 $ 48.00 3
1998
January/February................................ $ 49.00 $ 49.00 1
March/April..................................... $ 49.00 $ 49.00 2
May/June........................................ $ 86.36 $ 86.36 1
July/August..................................... $ 75.00 $ 75.00 2
September/October............................... $145.10 $ 82.00 2
November/December............................... $166.00 $128.57 2
</TABLE>

- ---------------
* NRT = No Reported Trades

Partnership Spectrum has advised that its methodology for compiling trade
prices is as follows: trade price information reflects per unit transaction
prices for trades involving the purchase of units by third-party investors
during the applicable period. Firms supplying trade price data are instructed to
provide information

24
<PAGE> 30

only on those transactions whereby third-party investors acquired units from or
through such firms. If the firm acted as an agent, the per unit price is to
include any commissions charged the buyer (but not including commissions paid to
retail brokers representing buyers). Due to commissions and mark-ups, sellers of
units typically receive less than the amounts paid for units by buyers as set
forth in the above table.

DISTRIBUTIONS TO UNITHOLDERS

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

On the record date, there were 36,626 units issued and outstanding and
entitled to vote on matters upon which unitholders may vote or consent, which
units were held by 953 unitholders. The General Partner and its affiliates do
not own any of the units.

IDENTITY AND BACKGROUND OF CERTAIN PERSONS

ENSTAR COMMUNICATIONS CORPORATION

Enstar Communications is the corporate general partner of Enstar Six-B and
is a wholly-owned subsidiary of Falcon Holding. Enstar Communications is a
Georgia corporation whose principal business is to engage in the
cable/telecommunications business, both as a general partner of 15 limited
partnerships formed to own and operate cable television systems, and through a
wholly-owned operating subsidiary. The address of Enstar Communications
principal executive offices is 10900 Wilshire Boulevard, 15th Floor, Los
Angeles, California 90024.

Set forth below is certain general information about the Directors and
Executive Officers of Enstar Communications:

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Marc B. Nathanson Director, Chairman of the Board and Chief
Executive Officer
Frank J. Intiso Director, President and Chief Operating
Officer
Stanley S. Itskowitch Director, Executive Vice President and
General Counsel
Michael K. Menerey Director, Executive Vice President, Chief
Financial Officer and Secretary
Joe A. Johnson Executive Vice President of Operations
Thomas J. Hatchell Executive Vice President of Operations
Abel C. Crespo Vice President, Corporate Controller
</TABLE>

MARC B. NATHANSON, 53, has been Chairman of the Board and Chief Executive
Officer of FHGI (as defined below) and its predecessor since 1975, and prior to
September 19, 1995 also served as President. He has been Chairman of the Board
and Chief Executive Officer and served as a Director of Enstar Communications
Corporation since October 1988, and also served as its President prior to
September 1995. He has been the Chairman and Chief Executive Officer of Falcon
Cable Communications, LLC since September 1998. Prior to 1975, Mr. Nathanson was
Vice President of Marketing for Teleprompter Corporation, then the largest cable
operator in the United States. He also held executive positions with Warner
Cable and Cypress Communications Corporation. He is a former President of the
California Cable Television Association and a member of Cable Pioneers. He is
currently a director and a member of the Executive Committee of the National
Cable Television Association ("NCTA"). At the 1986 NCTA convention, Mr.
Nathanson was honored by being named the recipient of the Vanguard Award for
outstanding contributions to the growth and development of the cable

25
<PAGE> 31

television industry. Mr. Nathanson is a 30-year veteran of the cable television
industry. He is a founder of the Cable Television Administration and Marketing
Society ("CTAM") and the Southern California Cable Television Association. Mr.
Nathanson is an Advisory Board Member of TVA, (Brazil) and also Chairman of the
Board and Chief Executive Officer of Falcon International Communications, LLC
("FIC"). Mr. Nathanson was appointed by President Clinton on November 1, 1998 as
Chair of the Board of Governors for the International Bureau of Broadcasting,
which oversees Voice of America, Radio/TV Marti, Radio Free Asia, Radio Free
Europe and Radio Liberty. Mr. Nathanson is a trustee of the Annenburg School of
Communications at the University of Southern California and a member of the
Board of Visitors of the Anderson School of Management at the University of
California, Los Angeles ("UCLA"). In addition, he serves on the Board of the
UCLA Foundation and the UCLA Center for Communications Policy and is on the
Board of Governors of AIDS Project Los Angeles and Cable Positive. He is a U.S.
citizen and his business address is the same as the address for Enstar
Communications, which is set forth above.

FRANK J. INTISO, 52, was appointed President and Chief Operating Officer of
FHGI in September 1995. Between 1982 and September 1995, Mr. Intiso held the
positions of Executive Vice President and Chief Operating Officer with
responsibility for the day-to-day operations of all cable systems under the
management of FHGI. He has been President and Chief Operating Officer of Enstar
Communications since September 1995, and between October 1988 and September 1995
held the positions of Executive Vice President and Chief Operating Officer. Mr.
Intiso has also served as a Director of Enstar Communications since October
1988. He has been President and Chief Operating Officer of Falcon Cable
Communications, LLC since September 1998. Mr. Intiso has a Masters Degree in
Business Administration from UCLA, and is a Certified Public Accountant. He
currently serves as Immediate Past Chair of the California Cable Television
Association, and is on the boards of Cable Advertising Bureau, Cable In The
Classroom, and California Cable Television Association. He is a member of the
American Institute of Certified Public Accountants, the American Marketing
Association, the American Management Association, and the Southern California
Cable Television Association. He is a U.S. citizen and his business address is
the same as the address for Enstar Communications, which is set forth above.

STANLEY S. ITSKOWITCH, 60, has been a Director of FHGI and its predecessors
since 1975. He served as Senior Vice President and General Counsel from 1987 to
1990 and has been Executive Vice President and General Counsel since February
1990. He has been Senior Vice President or Executive Vice President and General
Counsel and served as a Director of Enstar Communications since October 1988. He
has been Executive Vice President and General Counsel of Falcon Cable
Communications, LLC since September 1998. He has been President and Chief
Executive Officer of F.C. Funding, Inc. (formerly Fallek Chemical Company),
which is a marketer of chemical products, since 1980. He is a Certified Public
Accountant and a former tax partner in the New York office of Touche Ross & Co.
(now Deloitte & Touche LLP). He has a J.D. Degree and an L.L.M. Degree in Tax
from New York University School of Law. Mr. Itskowitch is also Executive Vice
President and General Counsel of FIC. He is a U.S. citizen and his business
address is the same as the address for Enstar Communications, which is set forth
above.

MICHAEL K. MENEREY, 47, has been Executive Vice President, Chief Financial
Officer and Secretary of FHGI since February 1998. Prior to that time, he had
been Chief Financial Officer and Secretary of FHGI and its predecessors since
1984. Mr. Menerey has also been a Chief Financial Officer, Secretary and served
as a Director of Enstar Communications since October 1998, and since February
1998 he has been an Executive Vice President of Enstar Communications. He has
been Executive Vice President, Chief Financial Officer and Secretary of Falcon
Cable Communications, LLC since September 1998. Mr. Menerey is a Certified
Public Accountant and is a member of the American Institute of Certified Public
Accountants and the California Society of Certified Public Accountants and he
was formerly associated with BDO Seidman. He is a U.S. citizen and his business
address is the same as the address for Enstar Communications, which is set forth
above.

JOE A. JOHNSON, 54, has been Executive Vice President of Operations of FHGI
since September 1995. He has been Executive Vice President of Operations of
Enstar Communications since January 1996. He has been Executive Vice President
of Operations of Falcon Cable Communications, LLC since September 1998. He was a
Divisional Vice President of FHGI between 1989 and 1992. From 1982 to 1989, he
held the positions of Vice President and Director of Operations for Sacramento
Cable Television, Group W Cable of
26
<PAGE> 32

Chicago and Warner Amex. From 1975 to 1982, Mr. Johnson held Cable System and
Regional Manager positions with Warner Amex and Teleprompter. Mr. Johnson is
also a member of the Cable Pioneers. He is a U.S. citizen and his business
address is the same as the address for Enstar Communications, which is set forth
above.

THOMAS J. HATCHELL, 49, has been Executive Vice President of Operations of
FHGI and Enstar Communications since February 1998. He has been Executive Vice
President of Operations of Falcon Cable Communications, LLC since September
1998. From October 1995 to February 1998, he was Senior Vice President of
Operations of Falcon International Communications, L.P. and its predecessor
company and was a Senior Vice President of FHGI from January 1992 to September
1995. Mr. Hatchell was a Divisional Vice President of FHGI between 1989 and
1992. From 1981 to 1989, he served as Vice President and Regional Manager for
the San Luis Obispo, California region owned by an affiliate of FHGI. He was
Vice President of Construction of an affiliate of FHGI from June 1980 to June
1981. He is a U.S. citizen and his business address is the same as the address
for Enstar Communications, which is set forth above.

ABEL C. CRESPO, 39, has been Vice President, Corporate Controller of FHGI
and Enstar Communications since March 1999, and was Controller of FHGI and
Enstar Communications between January 1997 and March 1999. Mr. Crespo joined
Falcon in December 1984, and has held various accounting positions during that
time. Mr. Crespo holds a Bachelor of Science degree in Business Administration
from California State University, Los Angeles. He is a U.S. citizen and his
business address is the same as the address for Enstar Communications, which is
set forth above.

FALCON HOLDING AND FHGI

Falcon Holding is a Delaware limited partnership whose principal business
is to own and operate cable television systems. Falcon Holding's general partner
is Falcon Holding Group, Inc., a California corporation ("FHGI"), whose
principal business is to hold interests in entities that own and operate cable
television systems. The address of Falcon Holding's and FHGI's principal
executive offices is 10900 Wilshire Boulevard, 15th Floor, Los Angeles,
California 90024.

Set forth below are the directors and executive officers of FHGI. For
additional information regarding the individuals set forth below, see "-- Enstar
Communications Corporation."

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Marc B. Nathanson Chairman of the Board, Chief Executive Officer and Director
Frank J. Intiso President and Chief Operating Officer
Stanley S. Itskowitch Executive Vice President, General Counsel and Director
Michael K. Menerey Executive Vice President, Chief Financial Officer and
Secretary
Joe A. Johnson Executive Vice President of Operations
Thomas J. Hatchell Executive Vice President of Operations
</TABLE>

FALCON CABLEVISION

Falcon Cablevision is a California limited partnership whose principal
business is to engage in the cable/ telecommunications business. Falcon Cable
Communications, LLC, a Delaware limited liability company ("Falcon Cable
Communications"), owns a 74.2% interest as a general partner and a limited
partner of Falcon Cablevision. Falcon Investors Group, Ltd., a California
limited partnership ("Falcon Investors"), owns a 25.8% interest as the managing
general partner of Falcon Cablevision. The address of Falcon Cablevision's
principal executive offices is 10900 Wilshire Boulevard, 15th Floor, Los
Angeles, California 90024.

FALCON INVESTORS

Falcon Investors is a California limited partnership whose principal
business is to engage in the cable/telecommunications business. Falcon Cable
Communications owns a 99% interest as a general partner and a limited partner of
Falcon Investors. FHGI owns a 1% interest as the managing general partner of
Falcon Investors. The address of Falcon Investors' principal executive offices
is 10900 Wilshire Boulevard, 15th Floor, Los Angeles, California 90024.

27
<PAGE> 33

FALCON TELECABLE

Falcon Telecable is a California limited partnership whose principal
business is to engage in the cable/ telecommunications business. Falcon Cable
Communications owns a 91.9% interest as a general partner and a limited partner
of Falcon Telecable. Falcon Telecable Investors Group, a California limited
partnership ("Falcon Telecable Investors"), owns a 8.1% interest as the managing
general partner of Falcon Telecable. The address of Falcon Telecable's principal
executive offices is 10900 Wilshire Boulevard, 15th Floor, Los Angeles,
California 90024.

FALCON TELECABLE INVESTORS

Falcon Telecable Investors is a California limited partnership whose
principal business is to engage in the cable/telecommunications business. Falcon
Cable Communications owns a 99% interest as a general partner and a limited
partner of Falcon Telecable Investors. FHGI owns a 1% interest as the managing
general partner of Falcon Telecable Investors. The address of Falcon Telecable
Investors principal executive offices is 10900 Wilshire Boulevard, 15th Floor,
Los Angeles, California 90024.

FALCON CABLE COMMUNICATIONS, LLC

Falcon Cable Communications is a Delaware limited liability company whose
principal business is to own and operate cable television systems. Falcon Cable
Communications is wholly owned by Falcon Communications, L.P., a California
limited partnership ("FCLP"). The address of Falcon Cable Communications's
principal executive offices is 10900 Wilshire Boulevard, 15th Floor, Los
Angeles, California 90024.

Set forth below are the executive officers of Falcon Cable Communications.
For additional information regarding the individuals set forth below, see
"-- Enstar Communications Corporation."

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Marc B. Nathanson Chairman and Chief Executive Officer
Frank J. Intiso President and Chief Operating Officer
Stanley S. Itskowitch Executive Vice President, General Counsel
Michael K. Menerey Executive Vice President, Chief Financial Officer and
Secretary
Joe A. Johnson Executive Vice President of Operations
Thomas J. Hatchell Executive Vice President of Operations
</TABLE>

FALCON COMMUNICATIONS, L.P.

FCLP is a California limited partnership whose principal business is to own
and operate cable television systems. Falcon Holding is the managing general
partner of FCLP and owns approximately 54% of the equity of FCLP. TCI Falcon
Holdings, LLC, a Delaware limited liability company and an affiliate of Tele-
Communications, Inc. ("TCI Falcon"), is a general partner of FCLP and owns
approximately 46% of the equity of FCLP. The address of FCLP's principal
executive offices is 10900 Wilshire Boulevard, 15th Floor, Los Angeles,
California 90024.

FCLP's partnership agreement provides for an Advisory Committee consisting
of six individual representatives, three of whom are to be appointed by Falcon
Holding, two of whom are to be appointed by TCI Falcon and one of whom is to be
appointed by joint designation of Falcon Holding and TCI Falcon. Falcon Holding
has appointed Marc B. Nathanson (Chairman), Frank J. Intiso and Stanley S.
Itskowitch as its initial representatives; TCI Falcon has appointed Leo J.
Hindery, Jr. and William R. Fitzgerald as its initial representatives; and
Falcon Holding and TCI Falcon have designated John D. Evans as their initial
joint representative.

For additional information regarding Messrs. Nathanson, Intiso and
Itskowitch, see "-- Enstar Communications Corporation." Additional information
regarding the other members of the Advisory Committee is set forth below.

28
<PAGE> 34

LEO J. HINDERY, JR., 51, was named President and Chief Executive Officer of
AT&T Broadband and Internet Services in March 1999. Mr. Hindery had previously
served as the President of Tele-Communications, Inc. ("TCI") since March 1997
and had been a Director of TCI since May 1997. He had also served as Chairman
and President of TCI Communications, Inc. Mr. Hindery was previously founder,
Managing General Partner and Chief Executive Officer of InterMedia Partners, a
cable TV operator, and its affiliated entities since 1988. Mr. Hindery is
Chairman, a Director and a member of the Executive Committee of the NCTA, and is
also a Director of Cablevision Systems Corporation, Lenfest Group, TCI Music,
Inc., Telecommunications International, Inc., USA Networks, Inc. and the @ Home
Network. Mr. Hindery is also Chairman and Director of C-SPAN. He is a U.S.
citizen and his business address is: c/o Tele-Communications, Inc., Terrace
Tower II, 5619 DTC Parkway, Englewood, Colorado 80111.

WILLIAM R. FITZGERALD, 41, has served as Executive Vice President and Chief
Operating Officer of TCI Communications, Inc. since November 1998, and has
served as a Director of TCI Communications, Inc. since January 30, 1998. Prior
to November 1998, he served as Executive Vice President of Corporate Development
and Partnership Relations for TCI Communications, Inc. Prior to joining TCI
Communications, Inc. in March 1996, he was a Senior Vice President and Partner
with Daniels & Associates, a leading brokerage and investment banking firm to
the communications industry. Before joining Daniels & Associates, Mr. Fitzgerald
was Vice President at The First National Bank of Chicago. He is a U.S. citizen
and his business address is: c/o Tele-Communications, Inc., Terrace Tower II,
5619 DTC Parkway, Englewood, Colorado 80111.

JOHN D. EVANS, 54, is Chairman and Chief Executive Officer of Evans
Telecommunications Company, an investment, consulting and operating company in
the cable television and telecommunications industry. From 1983 to 1994, he was
President and Chief Operating Officer of Hauser Communications and was
co-founder of C-SPAN. Mr. Evans serves as a trustee of the C-SPAN Educational
Foundation and is a director of C-SPAN, the NCTA, the Virginia Cable Television
Association, The Eisenhower World Affairs Institute and Sierraware, Inc.. He is
a U.S. citizen and his business address is c/o Evans Telecommunications Company,
1617 White Street, Key West, Florida 33040.

VOTING PROCEDURES

The Liquidation Plan is a single proposal that must be approved by
unitholders holding at least a majority of the units. Enstar Six-B is seeking to
obtain that approval through the solicitation of written consents. No meeting of
unitholders will be held. A vote to approve the Liquidation Plan will constitute
approval of each of the three elements of the Liquidation Plan. If unitholders
owning a majority of the units on the record date vote to approve the
Liquidation Plan, that approval will bind all unitholders.

You may change your vote at any time before May 27, 1999 (unless extended,
in the sole discretion of Enstar Communications acting on behalf of Enstar
Six-B). You can do this in one of two ways. First, you can send a written notice
dated later than your consent card stating that you would like to revoke or
change your vote. Second, you can complete and submit a new consent card dated
later than your original consent card. If you choose either of these two
methods, you must submit your notice of revocation or new consent card to the

29
<PAGE> 35

soliciting agent, Mackenzie Partners, Inc., at 156 5th Avenue, New York, New
York 10010. If you instructed a broker to vote your units, you must follow your
broker's directions for changing those instructions.

AVAILABLE INFORMATION

This consent solicitation statement does not purport to be a complete
description of all agreements and matters relating to the condition of Enstar
Six-B, Enstar Six-B's assets and the transactions described herein. Attached to
this consent solicitation statement as Exhibit D is Enstar Six-B's Annual Report
on Form 10-K for the year ended December 31, 1998, which provides additional
information regarding Enstar Six-B. With respect to statements contained in this
consent solicitation statement as to the content of any contract or other
document filed as an exhibit to the Form 10-K, each such statement is qualified
in all respects by reference to such reports and the schedules thereto, which
may be obtained without charge upon written request to Enstar Six-B. To make
such a request, you should write to Enstar Communications Corporation, 474 South
Raymond, Suite 200, Pasadena, California 91105, Attention: Investor Relations;
or call (626) 844-1700.

INCORPORATION BY REFERENCE

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Enstar Six-B filed an Annual Report on Form 10-K for the fiscal year
ended December 31, 1998. That Annual Report is incorporated herein by this
reference.

Any statement contained in a document incorporated or deemed to be
incorporated by reference in this consent solicitation statement shall be deemed
to be modified or superseded for purposes of this consent solicitation statement
to the extent that a statement contained in this consent solicitation statement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this consent solicitation statement.

30
<PAGE> 36

EXHIBIT A

ASSET PURCHASE AGREEMENT

BY AND AMONG

FALCON CABLEVISION,
A CALIFORNIA LIMITED PARTNERSHIP,

FALCON TELECABLE,
A CALIFORNIA LIMITED PARTNERSHIP,

AND

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.,
A GEORGIA LIMITED PARTNERSHIP,

DATED AS OF NOVEMBER 6, 1998
<PAGE> 37

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT, dated as of November 6, 1998 (this "Agreement"),
by and among Falcon Cablevision, a California limited partnership
("Cablevision"), and Falcon Telecable, a California limited partnership
("Telecable" and, together with Cablevision, the "Purchasers" and each a
"Purchaser"), and Enstar Income/Growth Program Six-B, L.P., a Georgia limited
partnership ("Seller").

RECITALS

A. Enstar Communications Corporation, a Georgia corporation (the "General
Partner"), is a general partner of Seller.

B. Pursuant to Sections 9.1(f) and 9.6.1 of the Amended and Restated
Agreement of Limited Partnership of Seller, dated as of January 30, 1989 (the
"Partnership Agreement") (capitalized terms used in this Agreement and not
otherwise defined herein shall have the meaning ascribed thereto in the
Partnership Agreement), the General Partner may cause the sale of all or
substantially all of the Cable Systems of the Seller with the prior consent of
Limited Partners holding more than 50% of the outstanding Units.

C. The Purchasers desire to purchase all of the Cable Systems of the
Seller, and Seller desires to sell all of the Cable Systems of Seller to the
Purchasers.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1. Defined Terms. The following terms, as used in this Agreement,
shall have the following meanings (and such meanings shall be equally applicable
to both the singular and plural forms of the terms defined herein):

"Bill of Sale" shall mean such bills of sale, instruments of conveyance and
such other documents of assignment and assumption as may be necessary to effect
the Sale of the Cable Systems.

"Cable Systems" shall mean, collectively, all right, title and interest of
the Seller in all assets, rights, privileges, interests, claims and properties,
whether tangible or intangible, owned, used or held by the Seller for use in
connection with the provision of cable television services and, if required by
the context, the three specific Cable Systems owned and operated by the Seller
in Ivins, Utah (the "Ivins Cable System"), Fisk, Missouri (the "Fisk Cable
System"), and Villa Rica, Georgia (the "Villa Rica Cable System").

"Cable System Contracts" shall mean all contracts, purchase orders and
other agreements of the Seller to the extent relating to the construction,
operation or maintenance of the Cable Systems. Cable System Contracts shall not
include any Local Authorization or FCC License.

"Closing" shall mean the consummation of the Sale.

"Closing Date" shall have the meaning provided in Section 2.1 of this
Agreement.

"Communications Act" shall mean the Communications Act of 1934, as amended.

"FCC" shall mean the Federal Communications Commission.

"FCC Consents" shall mean consents of the FCC to the transfer of the FCC
Licenses to the Purchasers in connection with the Sale.
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"FCC Licenses" shall mean the licenses and permits of the FCC held by the
Seller in connection with the operation of the Cable Systems.

"Franchise Areas" shall mean the areas in which the Seller is authorized to
provide cable television service under the Local Authorizations and the areas
served by any of the Cable Systems in which Seller provides cable television
service without a Local Authorization, if any.

"Governmental Authority" shall mean any federal, state, municipal or local
governmental authority or political subdivision thereof.

"Legal Requirement" shall mean the requirements of any law, ordinance,
statute, rule, regulation, code, order, judgment, decree, injunction, franchise,
determination, approval, permit, license, authorization or other requirement of
any Governmental Authority.

"Lien" shall mean, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, adverse claim or encumbrance of any kind in respect
of such asset.

"Limited Partner Consents" shall mean the consent of Limited Partners
holding more than 50% of the outstanding Units to the Sale and to an amendment
to the Partnership Agreement expressly permitting the Sale to the Purchasers.

"Local Authority" shall mean any Governmental Authority having jurisdiction
to grant a cable television franchise with respect to all or a portion of any
Cable System.

"Local Authority Consent" shall mean any approval, authorization or consent
of a Local Authority necessary for a change in control of a Local Authorization
or otherwise in connection with the consummation of the Sale.

"Local Authorizations" shall mean all authorizations, approvals,
franchises, licenses and permits of Local Authorities granted to the Seller
which permit the operation of the Cable Systems as amended, modified or
supplemented.

"Material Adverse Effect" shall mean a material adverse effect on the
business, condition (financial or otherwise), results of operations, cash flow
or prospects of the business of the Seller or any of the Cable Systems.

"Permitted Liens" shall mean (i) Liens for Taxes not yet due and payable;
(ii) any carrier's, warehousemen's, mechanic's, materialmen's, repairmen's,
employees' or other like Lien arising in the ordinary course of business; (iii)
easements, rights-of-way, restrictions, encroachments and other similar
encumbrances which do not materially interfere with the use of the Cable Systems
as presently used; and (iv) rights of first refusal in favor of, and
restrictions imposed by, Governmental Authorities.

"Person" shall mean and include an individual, a corporation, a partnership
(general, limited or limited liability), a joint venture, a limited liability
company, an association, a trust or any other organization or entity, including
a Governmental Authority.

"Purchase Price" shall mean (i) $10,473,200 in the aggregate, allocated
among the Cable Systems as provided in Schedule 2.1, plus (ii) the amount, if
any, of any capital expenditures incurred by the Seller between the date hereof
and the Closing Date in connection with line extensions and/or rebuilds of the
Cable Systems. Any amounts included in the Purchase Price pursuant to clause
(ii) of the forgoing sentence shall be allocated to the Cable System in
connection with which the Seller incurred the applicable capital expenditures.

"Right of First Refusal" shall mean any right of first refusal of a Local
Authority in regard to or arising as a result of the Sale.

"Sale" shall have the meaning provided in Section 2.1 of this Agreement.

"Taxes" shall mean all taxes, fees, duties, imposts, levies, withholdings,
tax deficiencies, assessments, and charges, including, without limitation, all
net income, gross income, gross receipts, sales, use, value-added, ad

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valorem, transfer, franchise, profits, license, withholding, payroll,
employment, excise, estimated, severance, stamp, occupation, property or other
taxes and customs duties of any kind whatsoever, together with any interest and
any penalties, additions to tax or additional amounts relating thereto, imposed
by any Governmental Authority (domestic or foreign).

"Unapproved FCC Assets" shall mean all equipment relating to Unapproved FCC
Licenses.

"Unapproved FCC License" shall mean an FCC License as to which all FCC
Consents have not been obtained or do not remain in full force and effect
immediately prior to the Closing Date.

"Unapproved Franchise Areas" shall mean Franchise Areas covered by
Unapproved Local Authorizations.

"Unapproved Franchise Assets" shall mean, with respect to all Unapproved
Franchise Areas, all Unapproved Local Authorizations and all related real
property and equipment.

"Unapproved Local Authorizations" shall mean a Local Authorization (other
than Right of First Refusal Local Authorizations) as to which all Local
Authority Consents have not been obtained or do not remain in full force and
effect immediately prior to the Closing Date.

ARTICLE II.

PURCHASE AND SALE

SECTION 2.1. Purchase and Sale.

(a) Subject to the satisfaction or waiver in writing of the conditions
set forth herein and to the other terms, conditions and provisions hereof,
on a date as soon as practicable following the satisfaction or waiver of
the conditions set forth herein (the "Closing Date"), the Seller shall
execute and deliver to each Purchaser a Bill of Sale pursuant to which the
Seller shall sell, convey, assign, transfer and deliver to the Purchasers,
and the Purchasers shall purchase, acquire, accept and pay for, all of the
Seller's right, title and interest in all Cable Systems owned by the
Seller, including, subject to Section 2.2, the Seller's rights under the
Cable System Contracts and each Purchaser shall execute and deliver a Bill
of Sale and thereby assume and agree to perform in accordance with their
terms the Cable System Contracts, FCC Licenses and Local Authorizations
(the "Sale"). Schedule 2.1 hereto sets forth the Cable Systems of the
Seller to be purchased by each respective Purchaser and the portion of the
Purchase Price to be paid by each such Purchaser. Notwithstanding anything
to the contrary herein, if the conditions to the parties' obligations have
been satisfied or waived with respect to one or more of the Cable Systems
(the "Early Cable Systems"), but not with respect to all of the Cable
Systems, the Seller and the applicable Purchaser(s) shall be entitled to
consummate the Sale with respect to Early Cable Systems without
consummating the Sale with respect to all of the Cable Systems. If the
Seller and the applicable Purchaser(s) consummate the Sale with respect to
Early Cable Systems without consummating the Sale with respect to all Cable
Systems, the Seller and applicable Purchaser(s) of any remaining Cable
System(s) shall be entitled to consummate the Sale with respect to such
remaining Cable System(s) when the conditions to the parties' obligations
with respect to each such remaining Cable System are satisfied or waived.

(b) At the Closing, the Purchasers shall, severally but not jointly,
deliver to the Seller the Purchase Price related to the respective Cable
Systems to be purchased by them in immediately available funds (by wire
transfer to an account designated in writing by the Seller prior to the
Closing Date).

SECTION 2.2. Lack of Consents. If the Sale requires the consent of another
Person under any Cable System Contract and such consent has not been obtained
prior to the Closing Date or does not remain in full force and effect at the
Closing Date, such failure to obtain such consent or failure of such consent to
be in full force and effect shall not itself constitute a breach of any
provision hereof. The Seller shall, with respect to each such Cable System
Contract, use its reasonable commercial efforts to: (i) keep each such Cable
System Contract in effect and obtain such consent; (ii) provide to the
appropriate Purchaser the benefits of each such

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Cable System Contract through subcontract or otherwise; (iii) cooperate in any
reasonable arrangement designed to provide such benefits to such Purchaser; and
(iv) enforce any rights of the appropriate Purchaser included in the Cable
Systems under or with respect to any such Cable System Contract against all
other Persons (including termination of the foregoing in accordance with the
terms thereof upon the election of such Purchaser), in each case of clauses
(i) - (iv) to the extent that any Purchaser performs all obligations of the
Seller under such Cable System Contract. If all such consents under any such
Cable System Contract are obtained after the Closing Date, the Seller shall
promptly assign such Cable System Contract to the appropriate Purchaser and such
Purchaser shall assume all obligations under such Cable System Contract with
respect to periods following such assignment, in each case without the payment
of additional consideration by any Purchaser or the Seller.

SECTION 2.3. Lack of Regulatory Approvals.

(a) If immediately prior to the Closing Date any Local Authority
Consent or FCC Consent has not been obtained or does not remain in full
force and effect immediately prior to the Closing Date, such failure to
obtain such Local Authority Consent or FCC Consent or such failure of such
Local Authority Consents or FCC Consent to be in full force and effect
shall not itself constitute a breach of any provision hereof.

(b) If at any time following the Closing Date, the Seller is able to
transfer to the appropriate Purchaser (or a designee of such Purchaser) an
Unapproved Local Authorization or an Unapproved FCC License, the Seller
shall promptly transfer to such Purchaser (or such designee of such
Purchaser) such Unapproved Local Authorization and all related Unapproved
Franchise Assets and such Unapproved FCC License and all related Unapproved
FCC Assets, as the case may be. Such Purchaser (or such designee of such
Purchaser), as the case may be, shall assume, pay, perform and discharge
the obligations arising after the Closing Date under or in respect of any
such Unapproved Local Authorization or Unapproved FCC License so
transferred.

SECTION 2.4. Receipt of Consents. It is the intent of the parties that the
arrangements described in Sections 2.2 and 2.3 continue for the shortest
possible time, and to this end they agree to use reasonable commercial efforts
to obtain all consents (including Local Authority Consents) to the Sale referred
to in said Sections as promptly as practicable following the Closing Date. The
Purchasers shall coordinate the efforts to obtain such consents, and the
Purchasers shall be responsible for all costs, expenses, liabilities,
obligations and burdens with respect to such consents (allocated to the
appropriate Cable System).

SECTION 2.5. No Assumption of Liabilities. The Seller shall retain, shall
continue to be responsible after the Closing for, shall pay, perform and
discharge, and shall indemnify and hold the Purchasers and each of their
Affiliates harmless from and against, all liabilities and obligations (whether
incurred, accrued, arising or known prior to, at or after the Closing, whether
or not known, suspected, asserted or claimed at the Closing or at any time
theretofore or thereafter, whether or not reflected or provided for, or required
to be reflected or provided for, in any balance sheet of the Seller and whether
fixed, liquidated, unliquidated, absolute, contingent or otherwise) which relate
to or arise out of the business, assets or operations of the Seller as
heretofore, currently or hereafter conducted through the Closing Date, any of
the Cable Systems or the past operation, condition or use of any of the Cable
Systems, including those related to: (i) product liability; (ii) general tort
liability; (iii) any other activity undertaken by the Seller or relating to any
of the Cable Systems; or (iv) any obligation or liability of the Seller to any
of its partners or in respect of any management fee or sales fee; other,
however, than obligations under the Cable System Contracts, FCC Licenses and
Local Authorizations specifically assumed by a Purchaser.

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ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchasers that:

SECTION 3.1. Existence and Power. The Seller (i) is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Georgia, (ii) is authorized to transact business and is in good
standing in each state in which its ownership of assets or conduct of business
requires such qualification, and (iii) has all partnership powers required to
carry on its business as conducted on the date hereof, with such exceptions to
clauses (i), (ii) and (iii) as would not have a Material Adverse Effect or
materially and adversely affect the ability of the Seller to consummate the
Sale.

SECTION 3.2. Authorization. The Seller has the partnership power to own and
operate the Cable Systems. The Seller has the partnership power to enter into
this Agreement and, upon obtaining the Limited Partner Consents, to consummate
the Sale. The execution and delivery by the Seller of this Agreement and,
subject to obtaining the Limited Partner Consents, the consummation by the
Seller of the Sale has been duly authorized by all necessary partnership action.

SECTION 3.3. Governmental Authorization. The execution and delivery of this
Agreement by the Seller, and the performance by the Seller of this Agreement,
and the consummation by the Seller of the Sale, require no material action by or
in respect of, or material filing with, any Governmental Authority other than
the transfer of FCC Licenses from Seller to the Purchasers and compliance with
any applicable requirements of the Local Authorizations.

SECTION 3.4. Consents. Except as set out in Schedule 3.4, no consent by any
Person under any Cable System Contract is required or necessary for the
execution and delivery of this Agreement by the Seller, or the performance by
the Seller of this Agreement, or the consummation of the Sale contemplated to be
consummated by it pursuant hereto, except as would not have a Material Adverse
Effect.

SECTION 3.5. Non-Contravention.

(a) The execution, delivery and performance of this Agreement by the
Seller, and the consummation by the Seller of the Sale, do not and on or
before the Closing Date will not, (x) subject to obtaining the Limited
Partner Consents, contravene the Partnership Agreement or (y) subject to
obtaining the consents described in Section 3.3 and subject to obtaining,
taking or making the actions and filings described in Schedule 3.4, result
in the imposition of any Lien upon any assets of the Seller pursuant to, or
constitute a breach or default (including any event that, with the passage
of time or giving of notice, or both, would become a breach or default)
under or give rise to a right of termination, cancellation, first refusal
or acceleration under any applicable Legal Requirement or any judgment,
injunction, order, decree, contract, license, lease, indenture, mortgage,
loan agreement, note or other agreement or instrument as to which the
Seller is a party or by which any of its properties may be bound, the
effect of which would be to materially impair the ability of the Seller to
perform its obligations under this Agreement.

(b) The Seller is not in breach or default (including any event that,
with the passage of time or giving of notice, or both, would become a
breach or default) under any Cable System Contract or contract by which any
of its assets may be bound, the effect of which would be to impair the
ability of the Seller in any material respect to operate any Cable System
as presently operated.

SECTION 3.6. Binding Effect. This Agreement has been duly executed and
delivered by the Seller, and when executed by the parties hereto, this Agreement
constitutes a valid and binding obligation of the Seller, enforceable against
the Seller in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally or by the principles governing the
availability of equitable remedies.

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SECTION 3.7. Systems; Authorizations; Licenses.

(a) Each Local Authorization (x) is validly held by the Seller in
accordance with and as required by the terms thereof and according to all
material applicable Legal Requirements and (y) is in full force and effect
and has not been revoked or canceled and the Seller is in material
compliance therewith. To the knowledge of the Seller, no proceeding to
revoke, cancel or modify in any manner any such Local Authorization has
been initiated or threatened.

(b) Each FCC License (x) is validly held by the Seller in accordance
with and as required by the terms thereof and according to all material
applicable Legal Requirements and (y) is in all material respects in full
force and effect and has not been revoked or canceled and the Seller is in
material compliance therewith. To the knowledge of the Seller, no
proceeding to revoke, cancel or modify in any manner any such FCC License
has been initiated or threatened.

SECTION 3.8. Assets. The Seller has good and marketable title to, or a
valid leasehold or license interest in, all assets purported to be owned, leased
or licensed by the Seller which constitute the Cable Systems, free and clear of
all Liens other than Permitted Liens and other than any Liens which shall be
fully satisfied, discharged and released effective as of the Closing. Each Bill
of Sale is sufficient to transfer to the applicable Purchaser good and, subject
to Permitted Liens, marketable title to the Cable Systems to be acquired by such
Purchaser.

SECTION 3.9. Intellectual Property. To the knowledge of the Seller, the
conduct of its business does not infringe upon the patents, trademarks, trade
names or other intellectual property rights of any Person, with such exceptions
as would not result in a Material Adverse Effect.

SECTION 3.10. Cable System Contracts.

(a) The Seller is not in material default or breach of any Cable
System Contract and, to the knowledge of the Seller, (i) there exists no
state of facts which after notice or lapse of time or both would constitute
such a material default or breach and (ii) no other party to such Cable
System Contract is in default or breach thereunder.

(b) The real property and personal property which are the subject of
leases that constitute Cable System Contracts are currently used in the
construction, operation or maintenance of the Seller business.

SECTION 3.11. Litigation. There are no actions, suits or proceedings
pending and, to the knowledge of the Seller, there are no claims, grievances,
governmental investigations, actions, suits or proceedings threatened, against
or affecting the Seller with respect to its business or relating in any way to
this Agreement or the transactions contemplated hereby at law or in equity or
before or by any Governmental Authority, or before or by an arbitrator or
arbitration board. Except as set forth in Schedule 3.11, there are no judgments,
decrees or orders outstanding against the Seller with respect to its business or
any of the Cable Systems or the Sale.

SECTION 3.12. Compliance with Legal Requirements. (i) The Seller is in
compliance with all applicable Legal Requirements and (ii) the Seller's business
is being conducted in compliance with all applicable Legal Requirements, with
such exceptions to clauses (i) and (ii) as would not have a Material Adverse
Effect or materially delay the Closing.

SECTION 3.13. Reports and Financial Statements. The Seller has filed all
reports required to be filed with the Securities Exchange Commission ("SEC")
since January 1, 1995 (collectively, the "SEC Reports"), and has previously
furnished or made available to the Purchasers true and complete copies of all
the SEC Reports. None of the SEC Reports, as of their respective dates (as
amended through the date hereof), contained any untrue statement of material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Each of the balance sheets (including the
related notes) included in the SEC Reports presents fairly, in all material
respects, the consolidated financial position of the Seller as of the respective
dates thereof, and the other related statements (including the related notes)
included therein present fairly, in all material respects, the results of
operations and the changes in financial position of the
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Seller for the respective periods or as of the respective dates set forth
therein, all in conformity with generally accepted accounting principles
consistently applied during the periods involved, except as otherwise noted
therein and subject, in the case of the unaudited interim financial statements,
to normal year-end adjustments and any other adjustments described therein. All
of the SEC Reports, as of their respective dates (as amended through the date
hereof), complied in all material respects with the requirements of the
Securities Exchange Act of 1934 and the applicable rules and regulations
thereunder.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

The Purchasers, severally and not jointly, represent and warrant to Seller
that:

SECTION 4.1. Existence and Power. Each Purchaser, is a limited partnership
duly organized, validly existing and in good standing under the laws of the
state of its formation.

SECTION 4.2. Authorization. Each Purchaser has the partnership power to
enter into this Agreement and to consummate the acquisition of the Cable
System(s) to be acquired by it in the Sale. The execution and delivery by each
Purchaser of this Agreement and the consummation by each Purchaser of the Sale
has been duly authorized by all necessary partnership action.

SECTION 4.3. Governmental Authorization. The execution and delivery of this
Agreement by each Purchaser, and the performance by each Purchaser of this
Agreement, and the consummation by each Purchaser of the acquisition of the
Cable System(s) to be acquired by it in the Sale, require no material action by
or in respect of, or material filing with, any Governmental Authority other than
the transfer of FCC Licenses from the Seller to the Purchasers and compliance
with any applicable requirements of the Local Authorizations.

SECTION 4.4. Non-Contravention. The execution, delivery and performance of
this Agreement by each Purchaser, and the consummation by each Purchaser of the
acquisition of the Cable Systems to be acquired by it in the Sale, do not or on
or before the Closing Date will not, (a) contravene the partnership agreement of
any Purchaser or (b) subject to obtaining the consents described in Schedule 4.4
constitute a breach or default (including any event that, with the passage of
time or giving of notice, or both, would become a breach or default) under or
give rise to a right of termination, cancellation, first refusal or acceleration
under any applicable material Legal Requirement or any material judgment,
injunction, order, decree, contract, license, lease, indenture, mortgage, loan
agreement, note or other agreement or instrument as to which any Purchaser is a
party or by which any of its properties may be bound, the effect of which would
be to materially impair the ability of any Purchaser to perform its obligations
under this Agreement.

SECTION 4.5. Binding Effect. This Agreement has been duly executed and
delivered by each Purchaser, and when executed by the parties hereto, this
Agreement constitutes a valid and binding obligation of each Purchaser,
enforceable against each Purchaser in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
or by the principles governing the availability of equitable remedies.

SECTION 4.6. Litigation. There are no actions, suits or proceedings pending
and, to the knowledge of any Purchaser, there are no claims, grievances,
governmental investigations, actions, suits or proceedings threatened, against
or affecting any Purchaser at law or in equity or before or by any Governmental
Authority, or before or by an arbitrator or arbitration board which would
materially delay the Closing. There are no judgments, decrees or orders
outstanding against any Purchaser with respect to the Sale.

SECTION 4.7. Compliance with Legal Requirements. Each Purchaser is in
compliance with all applicable Legal Requirements, except as would not
materially delay the Closing.

SECTION 4.8. Qualification of Purchasers. Each Purchaser is, and pending
Closing will be, legally, technically, financially and otherwise qualified under
the Communications Act to acquire and operate the Cable Systems. To the
knowledge of the Purchasers, there are no facts or proceedings which would
reasonably

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be expected to disqualify any Purchaser under the Communications Act from
acquiring or operating the Cable Systems or would cause the FCC to not approve
the transfer of control of the FCC Licenses to the applicable Purchaser. No
Purchaser has any knowledge of any fact or circumstance relating to any
Purchaser or any of their Affiliates that would reasonably be expected to (i)
cause the filing of any material objection to the FCC application for transfer
of control of the FCC Licenses as provided for in this Agreement, or (ii) cause
the FCC to deny the FCC application for transfer of control of the FCC Licenses
as provided for in this Agreement, or (iii) lead to a delay in the processing of
the FCC application for transfer of control of the FCC Licenses as provided for
in this Agreement. No waiver of any FCC rule or policy is necessary to be
obtained by any Purchaser and/or Affiliates thereof for the grant of the FCC
Consents as provided for in this Agreement, nor will processing pursuant to any
exception to a rule of general applicability be requested or required in
connection with the consummation by any Purchaser of the transactions
contemplated hereby.

ARTICLE V.

CONDITIONS

SECTION 5.1. Mutual Conditions. The obligations of the Seller and the
Purchasers to take the actions required to be taken by them pursuant to Article
II shall be subject to the satisfaction of each of the following conditions,
each of which may be waived by the Seller or the Purchasers:

(a) No actions suits or proceedings shall be pending which seek to
restrain or prohibit (or the effect of which would be to restrain or
prohibit), and no order, stay, judgment or decree shall have been issued by
any court and be in effect restraining or prohibiting, the consummation of
the Sale in any respect.

(b) All consents required to be obtained in connection with the Sale
shall have been obtained and remain in full force and effect.

SECTION 5.2. Accuracy of Representations and Warranties.

(a) The obligations of the Seller to take the actions required to be
taken by it pursuant to Article II shall be subject to the satisfaction of
the following condition, which may be waived by the Seller: the
representations and warranties of each of the Purchasers set forth in
Article IV shall be true and correct as of the date of this Agreement and
as of the Closing except as would not have a Material Adverse Effect on the
ability of any Purchaser to consummate the transactions contemplated
hereby.

(b) The obligations of each Purchaser to take the actions required to
be taken by it pursuant to Article II shall be subject to the satisfaction
of the following condition, which may be waived by the Purchasers: the
representations and warranties of the Seller set forth in Article III shall
be true and correct as of the date of this Agreement and as of the Closing
except as would not have a Material Adverse Effect on (i) the ability of
any Purchaser to consummate the transactions contemplated hereby or (ii)
the business, operations, financial condition or results of operation of
the Seller.

SECTION 5.3. Additional Conditions. Without limiting the generality of
Sections 5.1 and 5.2, the obligations of the Seller and each Purchaser to take
the actions required to be taken by them pursuant to Article II are subject to
the receipt by the Seller of the Limited Partner Consents.

ARTICLE VI.

COVENANTS

SECTION 6.1. Preservation of Business. Except as contemplated by this
Agreement, the Seller will use its best efforts to preserve its business
organization intact, to keep available to the Purchasers the services of its
present employees, and to preserve for the Purchasers the goodwill of the
suppliers, customers and others having business relations with the Seller.

SECTION 6.2. Consummation of the Sale. Each of the parties hereto agrees
that it shall, prior to, on and after the Closing, take or cause to be taken and
cause their respective affiliates to take or cause to be taken

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such actions, and execute, deliver and file or cause to be executed, delivered
and filed, such certificates, documents and instruments, and obtain such
consents, as may be necessary or reasonably requested in connection with the
consummation of the Sale contemplated by this Agreement or in order to fully
effectuate the purposes, terms and conditions of this Agreement.

ARTICLE VII.

MISCELLANEOUS

SECTION 7.1. Termination.

(a) Termination. This Agreement may be terminated at any time prior to
the Closing:

(i) by the Seller if the Seller's fiduciary duties require it to
accept an offer for the purchase of any Cable System from a bona fide
third party;

(ii) by the Seller or any Purchaser if the Sale shall not have been
consummated on or before March 31, 1999, unless the failure to
consummate the Sale is the result of a willful and material breach of
this Agreement by the party seeking to terminate this Agreement;
provided, however, that the March 31, 1999 termination date shall be
extended to June 30, 1999 if (i) all conditions to the Closing have been
satisfied on or before March 31, 1999 except the receipt of one or more
required Local Authority Consents and (ii) the General Partner, in its
reasonable judgment, believes that the pending Local Authority Consents
are likely to be obtained on or before June 30, 1999; and

(iii) by any Purchaser if, prior to the Closing, any Local
Authority revokes, modifies, terminates or fails to renew any Local
Authorization that has been granted to the Seller and is in effect on
the date hereof.

(b) In the Event of Termination. In consideration of the Purchasers
entering into this Agreement, the Seller agrees that, in the event the
Closing does not occur by March 31, 1999 for any reason (except as such
date may be extended to June 30, 1999 in accordance with Section
7.1(a)(i)), the Seller shall reimburse each Purchaser for such Purchaser's
reasonable out-of-pocket expenses (including, without limitation, the fees
and expenses of any lawyers, accountants, investment bankers or others
engaged by the Purchaser) incurred in connection with the preparation,
negotiation, execution, delivery and performance of this Agreement.

SECTION 7.2. Expenses. Except as expressly set forth herein, the fees and
expenses (including, without limitation, the fees and expenses of any lawyers,
accountants, investment bankers or others engaged by such party) in connection
with this Agreement and the transactions contemplated hereby will be borne by
the party incurring such expenses. Any charges, taxes, user fees or other
similar costs or expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be allocated among the parties in a
manner that is customary for agreements of this type.

SECTION 7.3. Headings. The section headings herein are for convenience of
reference only, do not constitute part of this Agreement and will not be deemed
to limit or otherwise affect any of the provisions hereof. References to
Sections, Schedules and Exhibits, unless otherwise indicated, are references to
Sections, Schedules and Exhibits hereof.

SECTION 7.4. Assignment. This Agreement and all provisions hereof will be
binding upon and inure to the benefit of the parties hereto and their respective
successors, however, neither this Agreement nor any right, interest, or
obligation hereunder may be assigned by the Seller (other than by operation of
law) without the prior written consent of each Purchaser, and any such
assignment or purported assignment without such consent shall be void. Any
Purchaser, however, may assign its rights, interest and obligations hereunder
without the Seller's prior written consent.

SECTION 7.5. Entire Agreement. This Agreement embodies the entire agreement
and understanding of the parties with respect to the transactions contemplated
hereby and supersede all prior written or oral commitments, arrangements or
understandings with respect thereto.
A-9
<PAGE> 46

SECTION 7.6. Amendment; Waiver.

(a) This Agreement may only be amended or modified in writing signed
by the party against whom enforcement of any such amendment or modification
is sought.

(b) Any party hereto may, by an instrument in writing, waive
compliance with any term or provision of this Agreement on the part of such
other party hereto. The waiver by any party hereto of a breach of any term
or provision of this Agreement will not be construed as a waiver of any
subsequent breach.

SECTION 7.7. Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
each of which will be deemed an original. All signatures need not be on one
counterpart.

SECTION 7.8. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF
THE STATE OF CALIFORNIA (REGARDLESS OF THE LAWS THAT MIGHT BE APPLICABLE UNDER
PRINCIPLES OF CONFLICTS OF LAW) AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO
MATTERS OF VALIDITY, CONSTRUCTION, EFFECT AND PERFORMANCE.

SECTION 7.9. Severability. If any one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement will
not be affected thereby, and the Seller and the Purchasers will use their
reasonable efforts to substitute one or more valid, legal and enforceable
provisions which insofar as practicable implement the purposes and intent
hereof. To the extent permitted by applicable law, each party waives any
provision of law which renders any provision of this Agreement invalid, illegal
or unenforceable in any respect.

SECTION 7.10. Third Person Beneficiaries. This Agreement is not intended
and shall not be construed to confer upon any Person (other than the Seller and
the Purchasers) any rights or remedies whatsoever.

SECTION 7.11. Specific Performance. The Purchasers and the Seller recognize
that any breach of any covenant or agreement contained in this Agreement may
give rise to irreparable harm for which money damages would not be an adequate
remedy, and accordingly agree that, in addition to other remedies, any non-
breaching party will be entitled to enforce the agreements and covenants
contained herein of the Purchasers and the Seller, as the case may be, by a
decree of specific performance without the necessity of proving the inadequacy
as a remedy of money damages.

A-10
<PAGE> 47

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

FALCON CABLEVISION, A CALIFORNIA
LIMITED PARTNERSHIP

By: Falcon Cable Communications, LLC
Its General Partner

By: /s/ STANLEY S. ITSKOWITCH
-------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President
and General Counsel

FALCON TELECABLE, A CALIFORNIA
LIMITED PARTNERSHIP

By: Falcon Cable Communications, LLC
Its General Partner

By: /s/ STANLEY S. ITSKOWITCH
-------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President
and General Counsel

ENSTAR INCOME/GROWTH PROGRAM SIX-B,
L.P., A GEORGIA LIMITED PARTNERSHIP

By: Enstar Communications Corporation
General Partner

By: /s/ STANLEY S. ITSKOWITCH
-------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President
and General Counsel

A-11
<PAGE> 48

SCHEDULE 2.1

ALLOCATION OF PURCHASE PRICE AND CABLE SYSTEMS ACQUIRED

<TABLE>
<CAPTION>
CABLE SYSTEM PURCHASERS PURCHASE PRICE
------------ ---------- --------------
<S> <C> <C>
Ivins, Utah Falcon Telecable $ 104,700
-----------
Fisk, Missouri Falcon Telecable $ 118,500
-----------
Villa Rica, Georgia Falcon Cablevision $10,250,000
-----------
TOTAL
$10,473,200
===========
</TABLE>

A-12
<PAGE> 49

SCHEDULE 3.4

CONSENTS REQUIRED UNDER CABLE SYSTEM CONTRACTS

<TABLE>
<CAPTION>
GOVERNMENTAL AUTHORITIES
CABLE SYSTEM REQUIRED TO CONSENT
------------ ------------------------
<S> <C>
Ivins, UT..................................... Ivins, UT
Fisk, Missouri................................ Fisk, MO
Qulin, MO
Villa Rica, Georgia........................... Bowdon, GA
Bremen, GA
Buchanan, GA
Carroll County, GA
Haralson County, GA
Temple, GA
Villa Rica, GA
</TABLE>

A-13
<PAGE> 50

SCHEDULE 4.4

PURCHASERS CONSENTS

None

A-14
<PAGE> 51

EXHIBIT B

AMENDMENT TO ASSET PURCHASE AGREEMENT

AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of March 30, 1999 (this
"Amendment"), by and among Falcon Cablevision, a California limited partnership
("Cablevision"), and Falcon Telecable, a California limited partnership
("Telecable" and, together with Cablevision, the "Purchasers" and each a
"Purchaser"), and Enstar Income/Growth Program Six-B, L.P., a Georgia limited
partnership (the "Seller").

RECITALS

A. The Seller and the Purchasers entered into an Asset Purchase Agreement,
dated as of November 6, 1998 (the "Purchase Agreement"), pursuant to which the
Seller agreed to sell to the Purchasers, and the Purchasers agreed to purchase
from the Seller, all of the Seller's Cable Systems.

B. Due to unanticipated delays, the Seller and the Purchasers desire to
amend certain terms of the Purchase Agreement.

C. Capitalized terms used and undefined in this Amendment shall have the
meanings specified for such terms in the Purchase Agreement.

AGREEMENT

SECTION 1. Section 7.1 of the Purchase Agreement shall be amended and
restated to read as follows:

SECTION 7.1. Termination.

(a) Termination. This Agreement may be terminated at any time prior to
the Closing:

(i) by the Seller if the Seller's fiduciary duties require it to
accept an offer for the purchase of any Cable System from a bona fide
third party;

(ii) by the Seller or any Purchaser if the Sale shall not have been
consummated on or before September 30, 1999, unless the failure to
consummate the Sale is the result of a willful and material breach of
this Agreement by the party seeking to terminate this Agreement;
provided, however, that the September 30, 1999 termination date shall be
extended to December 31, 1999 if (i) all conditions to the Closing have
been satisfied on or before September 30, 1999 except the receipt of one
or more required Local Authority Consents and (ii) the General Partner,
in its reasonable judgment, believes that the pending Local Authority
Consents are likely to be obtained on or before December 31, 1999; and

(b) In the Event of Termination. In consideration of the Purchasers
entering into this Agreement, the Seller agrees that, in the event the
Closing does not occur by September 30, 1999 for any reason (except as such
date may be extended to December 31, 1999 in accordance with Section
7.1(a)(i)), the Seller shall reimburse each Purchaser for such Purchaser's
reasonable out-of-pocket expenses (including, without limitation, the fees
and expenses of any lawyers, accountants, investment bankers or others

B-1
<PAGE> 52

engaged by the Purchaser) incurred in connection with the preparation,
negotiation, execution, delivery and performance of this Agreement.

SECTION 2. From and after the execution of this Amendment, the Purchase
Agreement and this Amendment shall be read together as one and the same
agreement. Except as expressly amended pursuant to this Amendment, the Purchase
Agreement, as executed and dated as of November 6, 1998, shall remain in full
force and effect.

SECTION 3. This Amendment may be executed in two or more counterparts, all
of which will be considered one and the same agreement and each of which will be
deemed an original. All signatures need not be on one counterpart.

SECTION 4. This Amendment shall be governed by the laws of the State of
California (regardless of the laws that might be applicable under principles of
conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect and performance.

(SIGNATURE PAGE FOLLOWS)

B-2
<PAGE> 53

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

FALCON CABLEVISION, A CALIFORNIA
LIMITED PARTNERSHIP

By: Falcon Cable Communications, LLC
Its General Partner

By: /s/ STANLEY S. ITSKOWITCH

------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President and
General Counsel

FALCON TELECABLE, A CALIFORNIA LIMITED
PARTNERSHIP

By: Falcon Cable Communications, LLC
Its General Partner

By: /s/ STANLEY S. ITSKOWITCH

------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President and
General Counsel

ENSTAR INCOME/GROWTH PROGRAM SIX-B,
L.P., A GEORGIA LIMITED PARTNERSHIP

By: Enstar Communications Corporation
General Partner

By: /s/ STANLEY S. ITSKOWITCH

------------------------------------
Name: Stanley S. Itskowitch
Title: Executive Vice President and
General Counsel

B-3
<PAGE> 54

EXHIBIT C

[HPC PUCKETT & COMPANY LETTERHEAD]

APRIL 30, 1999

Enstar Income/Growth Program Six-B, L.P.
10900 Wilshire Boulevard, 15th Floor
Los Angeles, California 90024

Gentlemen:

Enstar Income/Growth Program Six-B, L.P. ("Enstar") has entered into an
agreement with Falcon Cablevision, and Falcon Telecable (collectively, the
"Purchasers") with respect to the sale by Enstar of its cable television assets
serving certain areas of Georgia, Missouri and Utah. In consideration with the
proposed sale transaction ("Sale Transaction"), Enstar will receive from
Purchasers Ten Million Four Hundred Seventy Three Thousand Two Hundred Dollars
($10,473,200), in cash at closing. The proposed Sale Transaction is expected to
be considered by the holders of limited partnership interests of Enstar
("Unitholders") pursuant to that certain Asset Purchase Agreement, dated as of
November 6, 1998, among Enstar and the Purchasers (the "Purchase Agreement").

You have asked us whether or not, in our opinion, the purchase price to be
received by Enstar in the Sale Transaction is fair, from a financial point of
view, to the Partnership and the unaffiliated Unitholders.

In arriving at the opinion set forth below, we have, among other things:

1. Reviewed the Purchase Agreement;

2. Prepared a review of the operating cable television systems owned by
Enstar;

3. Reviewed certain information relating to the business, earnings,
historical earnings, a reasonable analysis of predictable earnings,
cash flow, assets and prospects of Enstar, furnished to us by the
management of Enstar and developed through our own investigations;

4. Prepared a Valuation and Appraisal for the assets of Enstar dated
August 20, 1998 and, in doing so, reviewed procedures and assumptions
set forth in said appraisal in order to determine the fair market value
of the underlying assets of Enstar;

5. Conducted discussions with members of management of Enstar regarding
the business and prospects of Enstar;

6. Compared the results of operation of Enstar with those of certain
companies which we deem to be reasonably similar or "comparable" to
Enstar in order to determine marketplace standards;

7. Compared the proposed financial terms of the Sale Transaction with the
financial terms of certain other mergers and acquisitions which we deem
to be relevant;

8. Reviewed the cable television industry in the relevant geographic areas
as to current standards, recent and anticipated developments, and
Enstar's position as a viable operating concern in each of the same;

9. Reviewed Enstar's balance sheet, and its general financial condition,
with an emphasis on the capital structure of Enstar in relation to
current and future anticipated requirements of the marketplace;

10. Reviewed Enstar's balance sheet, and its general financial condition,
with an emphasis on the capital structure of Enstar in relation to
current and future anticipated requirements of the marketplace;

C-1
<PAGE> 55

11. Reviewed the section of the Consent Solicitation Statement entitled
"SPECIAL FACTORS -- Recommendations of the General Partner, Fairness of
the Liquidation Plan" and "SPECIAL FACTORS -- Disadvantages of the
Liquidation Plan" submitted to the Securities Exchange Commission in
conjunction with the Sale Transaction (the "Consent Solicitation
Statement") which included an enumeration of the factors considered in
the recommendation and a detailing of the advantages and disadvantages
of the proposed Liquidation Plan;

12. Reviewed such other financial studies and analyses and performed such
other investigations and took into account such other matters as we
deemed necessary; and

13. We have not given any consideration to the tax consequences, if any, to
Enstar and its Unitholders from the sale of the assets in the proposed
transaction.

In preparing our opinion, we have relied on the accuracy and completeness
of all information supplied or otherwise made available to us by the management
of Enstar and we have not independently verified such information. This opinion
does not constitute a recommendation to any Unitholder of Enstar as to how such
Unitholder should vote on the Sale Transaction. This opinion does not address
the relative merits of the Sale Transaction as compared with any other
transactions. We have no knowledge of any preferential consideration to any
Unitholder of Enstar.

In rendering this Opinion, we have not been engaged to act at an agent or
fiduciary of, and to the extent permitted by law, Enstar has expressly waived
any duties or liabilities we may otherwise be deemed to have had to Enstar, the
Unitholders of Enstar or any other third party. It is understood that this
letter will be included in its entirety as an exhibit in the Consent
Solicitation and we hereby consent to said inclusion.

On the basis of, and subject to the foregoing, we are of the opinion that
the purchase price to be received by Enstar in the Sale Transaction is fair,
from a financial point of view, to the Partnership and the unaffiliated
Unitholders.

Sincerely yours,

HPC PUCKETT & COMPANY

THOMAS F. PUCKETT
--------------------------------------
Thomas F. Puckett
Chairman

C-2
<PAGE> 56

EXHIBIT D

--------------------------------------

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, 1998

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

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER: 0-18495

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
GEORGIA 58-1754588
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

10900 WILSHIRE BOULEVARD -- 15TH FLOOR,
LOS ANGELES, CALIFORNIA 90024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 824-9990

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
UNITS OF LIMITED PARTNERSHIP INTEREST NONE
</TABLE>

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 36,626 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 57

PART I

ITEM 1. BUSINESS

INTRODUCTION

Enstar Income/Growth Program Six-B, L.P., a Georgia limited partnership
(the "Partnership"), is engaged in the ownership, operation and development,
and, when appropriate, sale or other disposition, of cable television systems in
small to medium-sized communities. The Partnership was formed on September 23,
1987. 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" and, together with the Corporate
General Partner, the "General Partners"). On September 30, 1988, ownership of
the Corporate General Partner was acquired by Falcon Cablevision, a California
limited partnership that has been engaged in the ownership and operation of
cable television systems since 1984 ("Falcon Cablevision"). The general partner
of Falcon Cablevision was Falcon Holding Group, L.P., a Delaware limited
partnership ("FHGLP"), until September 1998. On September 30, 1998, FHGLP
acquired ownership of the Corporate General Partner from Falcon Cablevision.
Simultaneously with the closing of that transaction, FHGLP contributed all of
its existing cable television system operations to Falcon Communications, L.P.
("FCLP"), a California limited partnership and successor to FHGLP. FHGLP serves
as the managing partner of FCLP, and the general partner of FHGLP is Falcon
Holding Group, Inc., a California corporation ("FHGI"). The Corporate General
Partner has contracted with FCLP to provide corporate management services for
the Partnership. See Item 13., "Certain Relationships and Related Transactions."
The General Partner, FCLP and affiliated companies are responsible for the day
to day management of the Partnership and its operations. See "Employees" below.

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

The Partnership's cable television systems (the "systems") offer customers
various levels (or "tiers") of cable services consisting of broadcast television
signals of local network, independent and educational stations, a limited number
of television signals from so-called "super stations" originating from distant
cities (such as WGN), various satellite-delivered, non-broadcast channels (such
as Cable News Network ("CNN"), MTV: Music Television ("MTV"), the USA Network
("USA"), ESPN, Turner Network Television ("TNT") and The Disney Channel),
programming originated locally by the cable television system (such as public,
educational and governmental access programs) and informational displays
featuring news, weather, stock market and financial reports, and public service
announcements. A number of the satellite services are also offered in certain
packages. For an extra monthly charge, the systems also offer "premium"
television services to their customers. These services (such as Home Box Office
("HBO") and Showtime) are satellite channels that consist principally of feature
films, live sporting events, concerts and other special entertainment features,
usually presented without commercial interruption. See "Legislation and
Regulation."

A customer generally pays an initial installation charge and fixed monthly
fees for basic, expanded basic, other tiers of satellite services and premium
programming services. Such monthly service fees constitute the primary source of
revenues for the systems. In addition to customer revenues, the systems receive
revenue from additional fees paid by customers for pay-per-view programming of
movies and special events and from the sale of available advertising spots on
advertiser-supported programming. The systems also offer to their customers home
shopping services, which pay the systems a share of revenues from sales of
products in the systems' service areas, in addition to paying the systems a
separate fee in return for carrying their shopping service. Certain other
channels have also offered the cable systems managed by FCLP, including those of
the Partnership, fees in return for carrying their service. Due to a general
lack of channel capacity available for

2
<PAGE> 58

adding new channels, the Partnership's management cannot predict the impact of
such potential payments on the Partnership's business. See Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

During January 1990, the Partnership began its cable television business
operations with the acquisition of a small cable television system providing
service to approximately 200 customers in the city of Ivins, Utah. During 1990,
two additional acquisitions were completed serving the communities in and around
Fisk, Missouri and Villa Rica, Georgia. As of December 31, 1998, the Partnership
served approximately 7,500 basic subscribers. The Partnership does not expect to
make any additional material acquisitions during the remaining term of the
Partnership.

FCLP receives a management fee and reimbursement of expenses from the
Corporate General Partner for managing the Partnership's cable television
operations. See Item 11., "Executive Compensation."

The Chief Executive Officer of FHGI is Marc B. Nathanson. Mr. Nathanson has
managed FCLP or its predecessors since 1975. Mr. Nathanson is a veteran of more
than 30 years in the cable industry and, prior to forming FCLP's predecessors,
held several key executive positions with some of the nation's largest cable
television companies. The principal executive offices of the Partnership, the
Corporate General Partner and FCLP are located at 10900 Wilshire Boulevard, 15th
Floor, Los Angeles, California 90024, and their telephone number is (310)
824-9990. See Item 10., "Directors and Executive Officers of the Registrant."

RECENT DEVELOPMENTS

As reported in the Partnership's previous reports, the Partnership has
concluded that it is not able to obtain the appropriate amount of capital to
make the necessary upgrades to its cable systems. The Partnership engaged a
business broker to solicit offers for its cable systems, but received only two
preliminary offers (the "Initial Offers"), each of which excluded the Ivins,
Utah and Fisk, Missouri cable systems and contained material closing conditions
and potential material purchase price adjustments. The Partnership concluded
that it was not in the best interests of unitholders to accept either of the
Initial Offers because, among other things, neither Initial Offer constituted an
offer to purchase all of the cable systems, and each Initial Offer was subject
to material closing conditions and potential material purchase price
adjustments. Subsequent to the Partnership's receipt of the Initial Offers, the
Partnership received an offer (the "Falcon Offer") from certain of its
affiliates (the "Purchasers") to purchase all of the Partnership's cable systems
for $10,473,200 in cash. The Falcon Offer includes a price for the Villa Rica
cable system which exceeds the highest of the Initial Offers by approximately
2.5%, contains no potential purchase price adjustments and only limited closing
conditions. After the Partnership received the Falcon Offer, the Partnership
received an additional offer solely for the Fisk, Missouri cable system (the
"Fisk Offer"). The Partnership concluded that it was not in the best interests
of the unitholders to accept the Fisk Offer because, among other things, the
Fisk Offer did not constitute an offer to purchase all of the cable systems, and
the Falcon Offer includes a price for the Fisk, Missouri cable system that
exceeds the Fisk Offer by approximately 15%.

The General Partner believes that accepting the Falcon Offer is in the best
interests of the Partnership and the unitholders. Accordingly, the Partnership
and the Purchasers entered into an Asset Purchase Agreement, dated November 6,
1998 (the "Purchase Agreement"), for the purchase and sale of all of the
Partnership's assets, subject to limited partner approval as discussed below. If
the sale is consummated, the General Partner will make one or more liquidating
distributions to the partners and, after providing for the payment of the
Partnership's obligations, cause the Partnership to dissolve, terminate and be
liquidated. After repayment of the Partnership's existing obligations, the
Partnership presently estimates that liquidating distributions to unitholders
would total between $220 and $230 per unit, less applicable taxes, if any. The
sale will require the holders of at least a majority of the Partnership's
limited partnership units to consent to the sale, to certain amendments to the
Partnership's partnership agreement and to the liquidation. See Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

3
<PAGE> 59

BUSINESS STRATEGY

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

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

Clustering

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

Capital Expenditures

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

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

The Partnership's 1998 capital expenditures approximated $753,400 to extend
its systems passed new serviceable homes in their franchise areas and to upgrade
certain equipment. The Partnership's future capital expenditure plans are,
however, all subject to the availability of adequate capital on terms
satisfactory to the Partnership, of which there can be no assurance. The
Partnership's upgrade program is estimated to require aggregate capital
expenditures of approximately $7.5 million. These upgrades cover seven franchise
areas and are currently required in three existing franchise agreements. The
cost to upgrade the three franchise areas is estimated to be approximately $2.9
million and must be completed in 1999. Two of the remaining four franchise
agreements are under negotiation for renewal.
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<PAGE> 60

The Partnership is party to a loan agreement with an affiliate which
provides for a revolving loan facility of $2,528,900 (the "Facility"). The
Partnership has insufficient borrowing capacity remaining under the Facility and
would require additional sources of capital to undertake its upgrade program.
The partnership agreement, however, contains certain limitations on the
Partnership's indebtedness. The partnership agreement provides that without the
approval of the holders of a majority of the Partnership's limited partnership
units, the Partnership may not incur any borrowings unless the amount of such
borrowings together with all outstanding borrowings does not exceed 33% of the
original capital raised by the Partnership, or a maximum of $3,052,500 permitted
debt outstanding. In order to obtain the appropriate amount of capital to
upgrade the Partnership's systems as discussed above, this provision of the
partnership agreement would need to be amended to increase the Partnership's
leverage. The Partnership does not intend to seek such an amendment to the
partnership agreement. As discussed in prior reports, the Partnership postponed
a number of rebuild and upgrade projects because of the uncertainty related to
implementation of the 1992 Cable Act and the negative impact thereof on the
Partnership's business and access to capital. As a result, the Partnership's
systems are significantly less technically advanced than had been expected prior
to the implementation of reregulation. The Partnership believes that the delays
in upgrading its systems have had an adverse effect on the value of those
systems compared to systems that have been rebuilt to a higher technical
standard. See "Legislation and Regulation" and Item 7., "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

Decentralized Management

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

Marketing

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

Customer Service and Community Relations

The Partnership places a strong emphasis on customer service and community
relations and believes that success in these areas is critical to its business.
FCLP has developed and implemented a wide range of monthly internal training
programs for its employees, including its regional managers, that focus on the
Partnership's operations and employee interaction with customers. The
effectiveness of FCLP's training program as it relates to the employees'
interaction with customers is monitored on an ongoing basis, and a portion of
the regional managers' compensation is tied to achieving customer service
targets. FCLP conducts an extensive customer survey on a periodic basis and uses
the information in its efforts to enhance service and better address the needs
of the Partnership's customers. A quarterly newsletter keeps customers up to
date on new service offerings, special events and company information. In
addition, the Partnership is participating in the industry's Customer Service
Initiative which emphasizes an on-time guarantee program for service and
installation appointments. FCLP's corporate executives and regional managers
lead the Partnership's involve-

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<PAGE> 61

ment in a number of programs benefiting the communities the Partnership serves,
including, among others, Cable in the Classroom, Drug Awareness, Holiday Toy
Drive and the Cystic Fibrosis Foundation. Cable in the Classroom is the cable
television industry's public service initiative to enrich education through the
use of commercial-free cable programming. In addition, a monthly publication,
Cable in the Classroom magazine provides educational program listings by
curriculum area, as well as feature articles on how teachers across the country
use the programs.

DESCRIPTION OF THE PARTNERSHIP'S SYSTEMS

The table below sets forth certain operating statistics for the
Partnership's cable systems as of December 31, 1998.

<TABLE>
<CAPTION>
AVERAGE
MONTHLY
PREMIUM REVENUE PER
HOMES BASIC BASIC SERVICE PREMIUM BASIC
SYSTEM PASSED(1) SUBSCRIBERS PENETRATION(2) UNITS(3) PENETRATION(4) SUBSCRIBER(5)
------ --------- ----------- -------------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ivins, UT................... 998 467 46.8% 59 12.6% $26.79
Fisk, MO.................... 770 308 40.0% 69 22.4% $22.99
Villa Rica, GA.............. 9,869 6,701 67.9% 1,790 26.7% $35.45
------ ----- ---- ----- ---- ------
Total....................... 11,637 7,476 64.2% 1,918 25.7% $34.39
====== ===== ==== ===== ==== ======
</TABLE>

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

(2) Basic subscribers to cable service as a percentage of homes passed by cable.

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

(5) Average monthly revenue per basic subscriber has been computed based on
revenue for the year ended December 31, 1998.

CUSTOMER RATES AND SERVICES

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

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

Pursuant to the 1992 Cable Act, most cable television systems are subject
to rate regulation of the basic service tier, the non-basic service tiers other
than premium (per channel or program) services, 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 Partnership's systems not deemed to

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<PAGE> 62

be subject to effective competition under the FCC's definition. Currently, none
of the Partnership's systems are subject to effective competition. See
"Legislation and Regulation."

At December 31, 1998, the Partnership's monthly rates for basic cable
service for residential customers, including certain discounted rates, ranged
from $14.62 to $20.96 and premium service rates ranged from $5.00 to $11.95,
excluding special promotions offered periodically in conjunction with the
Partnership's marketing programs. A one-time installation fee, which the
Partnership may wholly or partially waive during a promotional period, is
usually charged to new customers. Commercial customers, such as hotels, motels
and hospitals, are charged a negotiated, non-recurring fee for installation of
service and monthly fees based upon a standard discounting procedure. Most
multi-unit dwellings are offered a negotiated bulk rate in exchange for
single-point billing and basic service to all units. These rates are also
subject to regulation.

EMPLOYEES

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

TECHNOLOGICAL DEVELOPMENTS

As part of its commitment to customer service, the Partnership seeks to
apply technological advances in the cable television industry to its cable
television systems on the basis of cost effectiveness, capital availability,
enhancement of product quality and service delivery and industry-wide
acceptance. Currently, the Partnership's systems have an average channel
capacity of 12 in systems that serve 4% of its customers and an average channel
capacity of 35 in systems that serve 96% of its customers and on average utilize
100% of such systems' respective channel capacity. The Partnership believes that
system upgrades would enable it to provide customers with greater programming
diversity, better picture quality and alternative communications delivery
systems made possible by the introduction of fiber optic technology and by the
possible future application of digital compression. The implementation of the
Partnership's capital expenditure plans is, however, dependent in part on the
availability of adequate capital on terms satisfactory to the Partnership. The
Corporate General Partner has concluded that the Partnership is not able to
obtain the necessary capital and, thus, has entered into the Purchase Agreement
pursuant to which the Partnership has agreed to sell substantially all of its
assets to affiliates. See Item 1., "Recent Developments," "Business
Strategy -- Capital Expenditures," "Legislation and Regulation," and Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

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

As of December 31, 1998, approximately 6% of the customers of the
Partnership's systems were served by systems that utilize addressable
technology. Addressable technology permits the cable operator to activate from a
central control point the cable television services to be delivered to a
customer if that customer has also been supplied with an addressable converter
box. To date, the Partnership has supplied addressable converter boxes to
customers of the systems utilizing addressable technology who subscribe to one
or more premium services and, in selected regions, to customers who subscribe to
certain new product tiers. As a result, if the system utilizes addressable
technology and the customer has been supplied with an addressable converter box,

7
<PAGE> 63

the Partnership can upgrade or downgrade services immediately, without the delay
or expense associated with dispatching a technician to the home. Addressable
technology also reduces pay service theft, is an effective enforcement tool in
collecting delinquent payments and allows the Partnership to offer pay-per-view
services.

DIGITAL COMPRESSION

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

PROGRAMMING

The Partnership purchases basic and premium programming for its systems
from FCLP. In turn, FCLP charges the Partnership for these costs based on an
estimate of what the Corporate General Partner could negotiate for such services
for the 15 partnerships managed by the Corporate General Partner as a group
(approximately 91,000 basic subscribers at December 31, 1998), which is
generally based on a fixed fee per customer or a percentage of the gross
receipts for the particular service. Certain other channels have also offered
FCLP and the Partnership's systems fees in return for carrying their service.
Due to a lack of channel capacity available for adding new channels, the
Partnership's management cannot predict the impact of such potential payments on
its business. In addition, the FCC may require that such payments from
programmers be offset against the programming fee increases which can be passed
through to subscribers under the FCC's rate regulations. FCLP's programming
contracts are generally for a fixed period of time and are subject to negotiated
renewal. FCLP does not have long-term programming contracts for the supply of a
substantial amount of its programming. Accordingly, no assurance can be given
that its, and correspondingly the Partnership's, programming costs will not
continue to increase substantially in the near future, or that other materially
adverse terms will not be added to FCLP's programming contracts. Management
believes, however, that FCLP's relations with its programming suppliers
generally are good.

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

FRANCHISES

Cable television systems are generally constructed and operated under
non-exclusive franchises granted by local governmental authorities. These
franchises typically contain many conditions, such as time limitations on
commencement and completion of construction; conditions of service, including
number of channels, types
8
<PAGE> 64

of programming and the provision of free service to schools and certain other
public institutions; and the maintenance of insurance and indemnity bonds. The
provisions of local franchises are subject to federal regulation under the Cable
Communications Policy Act of 1984 (the "1984 Cable Act"), the 1992 Cable Act and
the 1996 Telecom Act. See "Legislation and Regulation."

As of December 31, 1998, the Partnership held 10 franchises. These
franchises, all of which are non-exclusive, provide for the payment of fees to
the issuing authority. Annual franchise fees imposed on the Partnership systems
range up to 5% of the gross revenues generated by a system. The 1984 Cable Act
prohibits franchising authorities from imposing franchise fees in excess of 5%
of gross revenues and also permits the cable system operator to seek
renegotiation and modification of franchise requirements if warranted by changed
circumstances.

The following table groups the franchises of the Partnership'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, 1998.

<TABLE>
<CAPTION>
NUMBER NUMBER PERCENTAGE
OF OF BASIC OF BASIC
YEAR OF FRANCHISE EXPIRATION FRANCHISES SUBSCRIBERS SUBSCRIBERS
---------------------------- ---------- ----------- -----------
<S> <C> <C> <C>
Prior to 2000.............................. 2 2,301 30.8%
2000-2004.................................. 4 3,071 41.1%
2005 and after............................. 4 1,981 26.5%
-- ----- ----
Total............................ 10 7,353 98.4%
== ===== ====
</TABLE>

The Partnership operates cable television systems which serve multiple
communities and, in some circumstances, portions of such systems extend into
jurisdictions for which the Partnership believes no franchise is necessary. In
the aggregate, approximately 123 customers, comprising approximately 1.6% of the
Partnership's customers, are served by unfranchised portions of such systems. In
certain instances, where a single franchise comprises a large percentage of the
customers in an operating region, the loss of such franchise could decrease the
economies of scale achieved by the Partnership's clustering strategy. The
Partnership has never had a franchise revoked for any of its systems and
believes that it has satisfactory relationships with substantially all of its
franchising authorities.

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

COMPETITION

Cable television systems compete with other communications and
entertainment media, including over-the-air television broadcast signals which a
viewer is able to receive directly using the viewer's own television set and
antenna. The extent to which a cable system competes with over-the-air
broadcasting depends upon the quality and quantity of the broadcast signals
available by direct antenna reception compared to the quality and quantity of
such signals and alternative services offered by a cable system. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including videotape recorders
and videodisc players. In recent years, the FCC has adopted policies providing
for authorization of new technologies and a more favorable operating environment
for certain existing technologies that provide, or may provide, substantial
additional competition for cable television systems. The extent to which cable
television service is competitive depends in significant part upon the cable
television system's ability to provide

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<PAGE> 65

an even greater variety of programming than that available over the air or
through competitive alternative delivery sources.

Individuals presently have the option to purchase home satellite dishes,
which allow the direct reception of satellite-delivered broadcast and
nonbroadcast program services formerly available only to cable television
subscribers. Most satellite-distributed program signals are being electronically
scrambled to permit reception only with authorized decoding equipment for which
the consumer must pay a fee. The 1992 Cable Act enhances the right of cable
competitors to purchase nonbroadcast satellite-delivered programming. See
"Legislation and Regulation -- Federal Regulation."

Television programming is now also being delivered to individuals by
high-powered direct broadcast satellites ("DBS") utilizing video compression
technology. This technology has the capability of providing more than 100
channels of programming over a single high-powered DBS satellite with
significantly higher capacity available if, as is the case with DIRECTV,
multiple satellites are placed in the same orbital position. Unlike cable
television systems, however, DBS satellites are limited by law in their ability
to deliver local broadcast signals. One DBS provider, EchoStar, has announced
plans to deliver a limited number of local broadcast signals in a limited number
of markets and has initiated efforts to have the practice legalized. Legislation
has been introduced in Congress which would permit DBS operators to elect to
provide local broadcast signals to their customers under the Copyright Act. If
DBS providers are ultimately permitted to deliver local broadcast signals, cable
television systems would lose a significant competitive advantage. DBS service
can be received virtually anywhere in the continental United States through the
installation of a small rooftop or side-mounted antenna, and it is more
accessible than cable television service where cable plant has not been
constructed or where it is not cost effective to construct cable television
facilities. DBS service is being heavily marketed on a nationwide basis by
several service providers. In addition, medium-power fixed-service satellites
can be used to deliver direct-to-home satellite services over small home
satellite dishes, and one provider, PrimeStar, currently provides service to
subscribers using such a satellite. DIRECTV has recently agreed to purchase
PrimeStar.

Multichannel multipoint distribution systems ("wireless cable") deliver
programming services over microwave channels licensed by the FCC and received by
subscribers with special antennas. Wireless cable systems are less capital
intensive, are not required to obtain local franchises or to pay franchise fees,
and are subject to fewer regulatory requirements than cable television systems.
To date, the ability of wireless cable services to compete with cable television
systems has been limited by channel capacity (35-channel maximum) and the need
for unobstructed line-of-sight over-the-air transmission. Although relatively
few wireless cable systems in the United States are currently in operation or
under construction, virtually all markets have been licensed or tentatively
licensed. The use of digital compression technology, and the FCC's recent
amendment to its rules, which permits reverse path or two-way transmission over
wireless facilities, may enable wireless cable systems to deliver more channels
and additional services.

Private cable television systems compete to service condominiums, apartment
complexes and certain other multiple unit residential developments. The
operators of these private systems, known as satellite master antenna television
("SMATV") systems, often enter into exclusive agreements with apartment building
owners or homeowners' associations which preclude franchised cable television
operators from serving residents of such private complexes. However, the 1984
Cable Act gives franchised cable operators the right to use existing compatible
easements within their franchise areas upon nondiscriminatory terms and
conditions. Accordingly, where there are preexisting compatible easements, cable
operators may not be unfairly denied access or discriminated against with
respect to the terms and conditions of access to those easements. There have
been conflicting judicial decisions interpreting the scope of the access right
granted by the 1984 Cable Act, particularly with respect to easements located
entirely on private property. Under the 1996 Telecom Act, SMATV systems can
interconnect non-commonly owned buildings without having to comply with local,
state and federal regulatory requirements that are imposed upon cable systems
providing similar services, as long as they do not use public rights of way.

The FCC has initiated a new interactive television service which will
permit non-video transmission of information between an individual's home and
entertainment and information service providers. This service,

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<PAGE> 66

which can be used by DBS systems, television stations and other video
programming distributors (including cable television systems), is an alternative
technology for the delivery of interactive video services. It does not appear at
the present time that this service will have a material impact on the operations
of cable television systems.

The FCC has allocated spectrum in the 28 GHz range for a new multichannel
wireless service that can be used to provide video and telecommunications
services. The FCC recently completed the process of awarding licenses to use
this spectrum via a market-by-market auction. It cannot be predicted at this
time whether such a service will have a material impact on the operations of
cable television systems.

Cable systems generally operate pursuant to franchises granted on a
non-exclusive basis. In addition, the 1992 Cable Act prohibits franchising
authorities from unreasonably denying requests for additional franchises and
permits franchising authorities to build and operate their own cable systems.
Municipally-owned cable systems enjoy certain competitive advantages such as
lower-cost financing and exemption from the payment of franchise fees.

The 1996 Telecom Act eliminates the restriction against ownership (subject
to certain exceptions) and operation of cable systems by local telephone
companies within their local exchange service areas. Telephone companies are now
free to enter the retail video distribution business through any means, such as
DBS, wireless cable, SMATV or as traditional franchised cable system operators.
Alternatively, the 1996 Telecom Act authorizes local telephone companies to
operate "open video systems" (a facilities-based distribution system, like a
cable system, but which is "open," i.e., also available for use by programmers
other than the owner of the facility) without obtaining a local cable franchise,
although telephone companies operating such systems can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Up to
two-thirds of the channel capacity on an "open video system" must be available
to programmers unaffiliated with the local telephone company. As a result of the
foregoing changes, well financed businesses from outside the cable television
industry (such as public utilities that own the poles to which cable is
attached) may become competitors for franchises or providers of competing
services. The 1996 Telecom Act, however, also includes numerous provisions
designed to make it easier for cable operators and others to compete directly
with local exchange telephone carriers in the provision of traditional telephone
service and other telecommunications services.

Other new technologies, including Internet-based services, may become
competitive with services that cable television systems can offer. The 1996
Telecom Act directed the FCC to establish, and the FCC has adopted, regulations
and policies for the issuance of licenses for digital television ("DTV") to
incumbent television broadcast licensees. DTV is expected to deliver high
definition television pictures, multiple digital-quality program streams, as
well as CD-quality audio programming and advanced digital services, such as data
transfer or subscription video. The FCC also has authorized television broadcast
stations to transmit textual and graphic information useful both to consumers
and businesses. The FCC also permits commercial and noncommercial FM stations to
use their subcarrier frequencies to provide nonbroadcast services including data
transmission. The cable television industry competes with radio, television,
print media and the Internet for advertising revenues. As the cable television
industry continues to offer more of its own programming channels, e.g.,
Discovery and USA Network, income from advertising revenues can be expected to
increase.

Recently a number of Internet service providers, commonly known as ISPs,
have requested local authorities and the FCC to provide rights of access to
cable television systems' broadband infrastructure in order that they be
permitted to deliver their services directly to cable television systems'
customers. In a recent report, the FCC declined to institute a proceeding to
examine this issue, and concluded that alternative means of access are or soon
will be made to a broad range of ISPs. The FCC declined to take action on ISP
access to broadband cable facilities, and the FCC indicated that it would
continue to monitor this issue. Several local jurisdictions also are reviewing
this issue.

Telephone companies are accelerating the deployment of Asymmetric Digital
Subscriber Line Technology, know as ADSL. These companies report that ADSL
technology will allow Internet access to subscribers at peak data transmission
speeds equal or greater than that of modems over conventional telephone lines.
Several of the Regional Bell Operating Companies have requested the FCC to fully
deregulate packet-
11
<PAGE> 67

switched networks (a type of data communication in which small blocks of data
are independently transmitted and reassembled at their destination) to allow
them to provide high-speed broadband services, including interactive online
services, without regard to present service boundaries and other regulatory
restrictions. The Partnership cannot predict the likelihood of success of the
online services offered by these competitors, (ISP attempts to gain access to
the cable industry's broadband facilities), or the impact on the Partnership's
business.

Premium programming provided by cable systems is subject to the same
competitive factors which exist for other programming discussed above. The
continued profitability of premium services may depend largely upon the
continued availability of attractive programming at competitive prices.

Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. Thus, it is not possible to predict the competitive effect that
ongoing or future developments might have on the cable industry. See
"Legislation and Regulation."

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<PAGE> 68

LEGISLATION AND REGULATION

The cable television industry is regulated by the FCC, some state
governments and substantially all local governments. In addition, various
legislative and regulatory proposals under consideration from time to time by
Congress and various federal agencies have in the past materially affected, and
may in the future materially affect, the Partnership and the cable television
industry. The following is a summary of federal laws and regulations affecting
the growth and operation of the cable television industry and a description of
certain state and local laws. The Partnership believes that the regulation of
its industry remains a matter of interest to Congress, the FCC and other
regulatory authorities. There can be no assurance as to what, if any, future
actions such legislative and regulatory authorities may take or the effect
thereof on the Partnership.

FEDERAL REGULATION

The primary federal statute dealing with the regulation of the cable
television industry is the Communications Act of 1934 (the "Communications
Act"), as amended. The three principal amendments to the Communications Act that
shaped the existing regulatory framework for the cable television industry were
the 1984 Cable Act, the 1992 Cable Act and the 1996 Telecom Act.

The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has promulgated regulations to implement the provisions
contained in the Communications Act. The FCC has the authority to enforce these
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 often used in connection with cable operations. A brief summary of
certain of these federal regulations as adopted to date follows.

RATE REGULATION

The 1992 Cable Act replaced the FCC's previous standard for determining
"effective competition," under which most cable systems were not subject to
local rate regulation, with a statutory provision that resulted in nearly all
cable television systems becoming subject to local rate regulation of basic
service. The 1996 Telecom Act, however, expanded the definition of effective
competition to include situations where a local telephone company or an
affiliate, or any multichannel video provider using telephone company
facilities, offers comparable video service by any means except DBS. A finding
of effective competition exempts both basic and nonbasic tiers from regulation.
Additionally, the 1992 Cable Act required the FCC to adopt a formula,
enforceable by franchising authorities, to assure that basic cable rates are
reasonable; allowed the FCC to review rates for nonbasic service tiers (other
than per-channel or per-program services) in response to complaints filed by
franchising authorities and/or cable customers; prohibited cable television
systems from requiring subscribers to purchase service tiers above basic service
in order to purchase premium services if the system is technically capable of
doing so; required the FCC to adopt regulations to establish, on the basis of
actual costs, the price for installation of cable service, remote controls,
converter boxes and additional outlets; and allowed the FCC to impose
restrictions on the retiering and rearrangement of cable services under certain
limited circumstances. The 1996 Telecom Act limits the class of complainants
regarding nonbasic tier rates to franchising authorities only and ends FCC
regulation of nonbasic tier rates on March 31, 1999.

The FCC's regulations contain standards for the regulation of basic and
nonbasic cable service rates (other than per-channel or per-program services).
Local franchising authorities and/or the FCC are empowered to order a reduction
of existing rates which exceed the maximum permitted level for either basic
and/or nonbasic cable services and associated equipment, and refunds can be
required. The rate regulations adopt a benchmark price cap system for measuring
the reasonableness of existing basic and nonbasic service rates. Alternatively,
cable operators have the opportunity to make cost-of-service showings which, in
some cases, may justify rates above the applicable benchmarks. The rules also
require that charges for cable-related equipment (e.g., converter boxes and
remote control devices) and installation services be unbundled from the
provision of cable service and based upon actual costs plus a reasonable profit.
The regulations also provide that future rate increases may not exceed an
inflation-indexed amount, plus increases in certain costs beyond the cable
operator's control, such as taxes, franchise fees and increased programming
costs. Cost-based

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<PAGE> 69

adjustments to these capped rates can also be made in the event a cable operator
adds or deletes channels. In addition, new product tiers consisting of services
new to the cable system can be created free of rate regulation as long as
certain conditions are met, such as not moving services from existing tiers to
the new tier. These provisions currently provide limited benefit to the
Partnership's systems due to the lack of channel capacity previously discussed.
There is also a streamlined cost-of-service methodology available to justify a
rate increase on basic and regulated nonbasic tiers for "significant" system
rebuilds or upgrades.

Franchising authorities have become certified by the FCC to regulate the
rates charged by the Partnership for basic cable service and for installation
charges and equipment rental. The Partnership has had to bring its rates and
charges into compliance with the applicable benchmark or equipment and
installation cost levels in substantially all of its systems. This has had a
negative impact on the Partnership's revenues and cash flow.

FCC regulations adopted pursuant to the 1992 Cable Act require cable
systems to permit customers to purchase video programming on a per channel or a
per program basis without the necessity of subscribing to any tier of service,
other than the basic service tier, unless the cable system is technically
incapable of doing so. Generally, an exemption from compliance with this
requirement for cable systems that do not have such technical capability is
available until a cable system obtains the capability, but not later than
December 2002. At the present time, most of the Partnership's systems are unable
to comply with this requirement.

CARRIAGE OF BROADCAST TELEVISION SIGNALS

The 1992 Cable Act adopted new television station carriage requirements.
These rules allow commercial television broadcast stations which are "local" to
a cable system, i.e., the system is located in the station's Area of Dominant
Influence, to elect every three years whether to require the cable system to
carry the station, subject to certain exceptions, or whether the cable system
will have to negotiate for "retransmission consent" to carry the station. Local
non-commercial television stations are also given mandatory carriage rights,
subject to certain exceptions, within the larger of: (i) a 50-mile radius from
the station's city of license; or (ii) the station's Grade B contour (a measure
of signal strength). Unlike commercial stations, noncommercial stations are not
given the option to negotiate retransmission consent for the carriage of their
signal. In addition, cable systems must obtain retransmission consent for the
carriage of all "distant" commercial broadcast stations, except for certain
"superstations," i.e., commercial satellite-delivered independent stations, such
as WGN. The Partnership has thus far not been required to pay cash compensation
to broadcasters for retransmission consent or been required by broadcasters to
remove broadcast stations from the cable television channel line-ups. The
Partnership has, however, agreed to carry some services in specified markets
pursuant to retransmission consent arrangements which it believes are comparable
to those entered into by most other large cable operators, and for which it pays
monthly fees to the service providers, as it does with other satellite
providers. The second election between must-carry and retransmission consent for
local commercial television broadcast stations was October 1, 1996, and the
Partnership has agreed to carry one new service in specified markets pursuant to
these retransmission consent arrangements. The next election between must-carry
and retransmission consent for local commercial television broadcast stations
will be October 1, 1999.

The FCC is currently conducting a rulemaking proceeding regarding the
carriage responsibilities of cable television systems during the transition of
broadcast television from analog to digital transmission. Specifically, the FCC
is exploring whether to amend the signal carriage rules to accommodate the
carriage of digital broadcast television signals. The Partnership is unable to
predict the ultimate outcome of this proceeding or the impact of new carriage
requirements on the operations of its cable systems.

NONDUPLICATION OF NETWORK PROGRAMMING

Cable television systems that have 1,000 or more customers must, upon the
appropriate request of a local television station, delete the simultaneous or
nonsimultaneous network programming of certain lower priority distant stations
affiliated with the same network as the local station.

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<PAGE> 70

DELETION OF SYNDICATED PROGRAMMING

FCC regulations enable television broadcast stations that have obtained
exclusive distribution rights for syndicated programming in their market to
require a cable system to delete or "black out" such programming from certain
other television stations which are carried by the cable system. The extent of
such deletions will vary from market to market and cannot be predicted with
certainty. However, it is possible that such deletions could be substantial and
could lead the cable operator to drop a distant signal in its entirety.

PROGRAM ACCESS

The 1992 Cable Act contains provisions that are intended to foster the
development of competition to traditional cable systems by regulating the access
of competing multichannel video providers to vertically integrated,
satellite-distributed cable programming services. Consequently, with certain
limitations, the federal law generally precludes any satellite distributed
programming service affiliated with a cable company from favoring an affiliated
company over competitors; requires such programmers to sell their programming to
other multichannel video providers; and limits the ability of such satellite
program services to offer exclusive programming arrangements to their
affiliates.

FRANCHISE FEES

Franchising authorities may impose franchise fees, but such payments cannot
exceed 5% of a cable system's annual gross revenues. Under the 1996 Telecom Act,
franchising authorities may not exact franchise fees from revenues derived from
telecommunications services.

RENEWAL OF FRANCHISES

The 1984 Cable Act established renewal procedures and criteria designed to
protect incumbent franchisees against arbitrary denials of renewal. While these
formal procedures are not mandatory unless timely invoked by either the cable
operator or the franchising authority, they can provide substantial protection
to incumbent franchisees. Even after the formal renewal procedures are invoked,
franchising authorities and cable operators remain free to negotiate a renewal
outside the formal process. Nevertheless, renewal is by no means assured, as the
franchisee must meet certain statutory standards. Even if a franchise is
renewed, a franchising authority may impose new and more onerous requirements
such as upgrading facilities and equipment, although the municipality must take
into account the cost of meeting such requirements.

The 1992 Cable Act makes several changes to the process under which a cable
operator seeks to enforce his renewal rights, which could make it easier in some
cases for a franchising authority to deny renewal. While a cable operator must
still submit its request to commence renewal proceedings within thirty to
thirty-six months prior to franchise expiration to invoke the formal renewal
process, the request must be in writing and the franchising authority must
commence renewal proceedings not later than six months after receipt of such
notice. The four-month period for the franchising authority to grant or deny the
renewal now runs from the submission of the renewal proposal, not the completion
of the public proceeding. Franchising authorities may consider the "level" of
programming service provided by a cable operator in deciding whether to renew.
For alleged franchise violations occurring after December 29, 1984, franchising
authorities are no longer precluded from denying renewal based on failure to
substantially comply with the material terms of the franchise where the
franchising authority has "effectively acquiesced" to such past violations.
Rather, the franchising authority is estopped if, after giving the cable
operator notice and opportunity to cure, it fails to respond to a written notice
from the cable operator of its failure or inability to cure. Courts may not
reverse a denial of renewal based on procedural violations found to be "harmless
error."

CHANNEL SET-ASIDES

The 1984 Cable Act permits local franchising authorities to require cable
operators to set aside certain channels for public, educational and governmental
access programming. The 1984 Cable Act further requires cable television systems
with thirty-six or more activated channels to designate a portion of their
channel capacity for commercial leased access by unaffiliated third parties.
While the 1984 Cable Act allowed cable
15
<PAGE> 71

operators substantial latitude in setting leased access rates, the 1992 Cable
Act requires leased access rates to be set according to a formula determined by
the FCC.

COMPETING FRANCHISES

The 1992 Cable Act prohibits franchising authorities from unreasonably
refusing to grant franchises to competing cable television systems and permits
franchising authorities to operate their own cable television systems without
franchises.

OWNERSHIP

The 1996 Telecom Act repealed the 1984 Cable Act's prohibition against
local exchange telephone companies ("LECs") providing video programming directly
to customers within their local telephone exchange service areas. However, with
certain limited exceptions, a LEC may not acquire more than a 10% equity
interest in an existing cable system operating within the LEC's service area.
The 1996 Telecom Act also authorized LECs and others to operate "open video
systems". A recent judicial decision overturned various parts of the FCC's open
video rules, including the FCC's restriction preventing local governmental
authorities from requiring open video system operators to obtain a franchise.
The Partnership expects the FCC to modify its open video rules to comply with
the federal court's decision, but is unable to predict the impact any rule
modifications may have on the Partnership's business and operations. See
"Business-Competition."

The 1984 Cable Act and the FCC's rules prohibit the common ownership,
operation, control or interest in a cable system and a local television
broadcast station whose predicted grade B contour (a measure of a television
station's signal strength as defined by the FCC's rules) covers any portion of
the community served by the cable system. The 1996 Telecom Act eliminates the
statutory ban and directs the FCC to review its rule within two years. Such a
review is presently pending. Finally, in order to encourage competition in the
provision of video programming, the FCC adopted a rule prohibiting the common
ownership, affiliation, control or interest in cable television systems and
wireless cable facilities having overlapping service areas, except in very
limited circumstances. The 1992 Cable Act codified this restriction and extended
it to co-located SMATV systems. Permitted arrangements in effect as of October
5, 1992 are grandfathered. The 1996 Telecom Act exempts cable systems facing
effective competition from the wireless cable and SMATV restriction. In
addition, a cable operator can purchase a SMATV system serving the same area and
technically integrate it into the cable system. The 1992 Cable Act permits
states or local franchising authorities to adopt certain additional restrictions
on the ownership of cable television systems.

Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number of
cable systems which a single cable operator can own. In general, no cable
operator can have an attributable interest in cable systems which pass more than
30% of all homes nationwide. Attributable interests for these purposes include
voting interests of 5% or more (unless there is another single holder of more
than 50% of the voting stock), officerships, directorships, general partnership
interests and limited partnership interests (unless the limited partners have no
material involvement in the limited partnership's business.) These rules are
under review by the FCC. The FCC has stayed the effectiveness of these rules
pending the outcome of the appeal from a U.S. District Court decision holding
the multiple ownership limit provision of the 1992 Cable Act unconstitutional.

The FCC has also adopted rules which limit the number of channels on a
cable system which can be occupied by programming in which the entity which owns
the cable system has an attributable interest. The limit is 40% of the first 75
activated channels.

The FCC also recently commenced a rulemaking proceeding to examine, among
other issues, whether any limitations on cable-DBS cross-ownership are warranted
in order to prevent anticompetitive conduct in the video services market.

FRANCHISE TRANSFERS

The 1992 Cable Act requires franchising authorities to act on any franchise
transfer request submitted after December 4, 1992 within 120 days after receipt
of all information required by FCC regulations and by

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<PAGE> 72

the franchising authority. Approval is deemed to be granted if the franchising
authority fails to act within such period.

TECHNICAL REQUIREMENTS

The FCC has imposed technical standards applicable to the cable channels on
which broadcast stations are carried, and has prohibited franchising authorities
from adopting standards which are in conflict with or more restrictive than
those established by the FCC. Those standards are applicable to all classes of
channels which carry downstream National Television System Committee (the
"NTSC") video programming. The FCC also has adopted additional standards
applicable to cable television systems using frequencies in the 108-137 MHz and
225-400 MHz bands in order to prevent harmful interference with aeronautical
navigation and safety radio services and has also established limits on cable
system signal leakage. Periodic testing by cable operators for compliance with
the technical standards and signal leakage limits is required and an annual
filing of the results of these measurements is required. The 1992 Cable Act
requires the FCC to periodically update its technical standards to take into
account changes in technology. Under the 1996 Telecom Act, local franchising
authorities may not prohibit, condition or restrict a cable system's use of any
type of subscriber equipment or transmission technology.

The FCC has adopted regulations to implement the requirements of the 1992
Cable Act designed to improve the compatibility of cable systems and consumer
electronics equipment. Among other things, these regulations generally prohibit
cable operators from scrambling their basic service tier. The 1996 Telecom Act
directs the FCC to set only minimal standards to assure compatibility between
television sets, VCRs and cable systems, and to rely on marketplace competition
to best determine which features, functions, protocols, and product and service
options meet the needs of consumers.

Pursuant to the 1992 Cable Act, the FCC has adopted rules to assure the
competitive availability to consumers of customers premises equipment, such as
converters, used to access the services offered by cable television systems and
other multichannel video programming distributions ("MVPD"). Pursuant to those
rules, consumers are given the right to attach compatible equipment to the
facilities of their MVPD so long as the equipment does not harm the network,
does not interfere with the services purchased by other customers, and is not
used to receive unauthorized services. As of July 1, 2000, MVPDs (other than DBS
operators) are required to separate security from non-security functions in the
customer premises equipment which they sell or lease to their customers and
offer their customers the option of using component security modules obtained
from the MVPD with set-top units purchased or leased from retail outlets. As of
January 1, 2005, MVPDs will be prohibited from distributing new set-top
equipment integrating both security and non-security functions to their
customers.

POLE ATTACHMENTS

The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles unless state public service commissions
are able to demonstrate that they regulate the rates, terms and conditions of
cable television pole attachments. The state of Utah, in which the Partnership
operates a cable system, has certified to the FCC that it regulates the rates,
terms and conditions for pole attachments. In the absence of state regulation,
the FCC administers such pole attachment rates through use of a formula which it
has devised. The 1996 amendments to the Communications Act modified the FCC's
pole attachment regulatory scheme by requiring the FCC to adopt new regulations.
These regulations become effective in 2001 and govern the charges for pole
attachments used by companies, including cable operators, that provide
telecommunications services by immediately permitting certain providers of
telecommunications services to rely upon the protections of the current law
until the new rate formula becomes effective in 2001, and by requiring that
utilities provide cable systems and telecommunications carriers with
nondiscriminatory access to any pole, conduit or right-of-way controlled by the
utility. In adopting its new attachment regulations, the FCC concluded, in part,
that a cable operator providing Internet service on its cable system is not
providing a telecommunications service for purposes of the new rules.

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<PAGE> 73

The new rate formula adopted by the FCC and which is applicable for any
party, including cable systems, which offer telecommunications services will
result in significantly higher attachment rates for cable systems which choose
to offer such services. Any resulting increase in attachment rates as a result
of the FCC's new rate formula will be phased in over a five-year period in equal
annual increments, beginning in February 2001. Several parties have requested
the FCC to reconsider its new regulations and several parties have challenged
the new rules in court. A federal district court recently upheld the
constitutionality of the new statutory provision, and the utilities involved in
that litigation have appealed the lower court's decision. The FCC also has
initiated a proceeding to determine whether it should adjust certain elements of
the current rate formula. If adopted, these adjustments could increase rates for
pole attachments and conduit space. The Partnership is unable to predict the
outcome of this current litigation or the ultimate impact of any revised FCC
rate formula or of any new pole attachment rate regulations on its business and
operations.

OTHER MATTERS

Other matters subject to FCC regulation include certain restrictions on a
cable system's carriage of local sports programming; rules governing political
broadcasts; customer service standards; obscenity and indecency; home wiring;
equal employment opportunity; privacy; closed captioning; sponsorship
identification; system registration; and limitations on advertising contained in
nonbroadcast children's programming.

Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals. In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable operators obtain a statutory license to retransmit broadcast
signals. The amount of this royalty payment varies, depending on the amount of
system revenues from certain sources, the number of distant signals carried, and
the location of the cable system with respect to over-the-air television
stations. Any future adjustment to the copyright royalty rates will be done
through an arbitration process supervised by the U.S. Copyright Office.

Cable operators are liable for interest on underpaid and unpaid royalty
fees, but are not entitled to collect interest on refunds received for
overpayment of copyright fees.

Copyrighted music transmitted in programming supplied to cable television
systems by pay cable networks (such as HBO) and basic cable networks (such as
USA Network) is licensed by the networks through private agreements with the
American Society of Composers and Publishers ("ASCAP") and BMI, Inc. ("BMI"),
the two major performing rights organizations in the United States. As a result
of extensive litigation, both ASCAP and BMI now offer "through to the viewer"
licenses to the cable networks which cover the retransmission of the cable
networks' programming by cable systems to their customers. Payment for music
performed in programming offered on a per program basis remains unsettled. The
Company recently participated in a settlement with BMI for payment of fees in
connection with the Request pay-per-view network. Industry litigation of this
issue with ASCAP is likely.

Copyrighted music transmitted by cable systems themselves, e.g., on local
origination channels or in advertisements inserted locally on cable networks,
must also be licensed. Cable industry negotiations with ASCAP, BMI and SESAC,
Inc. (a third and smaller performing rights organization) are in progress.

LOCAL REGULATION

Because a cable television system uses local streets and rights-of-way,
cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. Franchises generally are granted for fixed terms and in
many cases are terminable if the franchise operator fails to comply with
material provisions. Although the 1984 Cable Act provides for certain procedural
protections, there can be no assurance that renewals will be granted or that
renewals will be made on similar terms and conditions. Upon receipt of a
franchise, the cable system owner usually is subject to a broad range of
obligations to the issuing authority directly affecting the business of the
system. The terms and conditions of franchises vary materially from jurisdiction
to jurisdiction, and even from city to city within
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<PAGE> 74

the same state, historically ranging from reasonable to highly restrictive or
burdensome. The specific terms and conditions of a franchise and the laws and
regulations under which it was granted directly affect the profitability of the
cable television system. Cable franchises generally contain provisions governing
charges for basic cable television services, fees to be paid to the franchising
authority, length of the franchise term, renewal, sale or transfer of the
franchise, territory of the franchise, design and technical performance of the
system, use and occupancy of public streets and the number and types of cable
services provided. The 1996 Telecom Act prohibits a franchising authority from
either requiring or limiting a cable operator's provision of telecommunications
services.

The 1984 Cable Act places certain limitations on a franchising authority's
ability to control the operation of a cable system operator, and the courts have
from time to time reviewed the constitutionality of several general franchise
requirements, including franchise fees and access channel requirements, often
with inconsistent results. On the other hand, the 1992 Cable Act prohibits
exclusive franchises, and allows franchising authorities to exercise greater
control over the operation of franchised cable television systems, especially in
the area of customer service and rate regulation. Moreover, franchising
authorities are immunized from monetary damage awards arising from regulation of
cable television systems or decisions made on franchise grants, renewals,
transfers and amendments.

Existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements, currently are the subject
of a variety of judicial proceedings, legislative hearings and administrative
and legislative proposals which could change, in varying degrees, the manner in
which cable television systems operate. Neither the outcome of these proceedings
nor their impact upon the cable television industry can be predicted at this
time.

ITEM 2. PROPERTIES

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

The Partnership owns substantially all of the assets related to its cable
television operations, including its program production equipment, headend
(towers, antennae, 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 is periodically a party to various legal proceedings. Such
legal proceedings are ordinary and routine litigation proceedings that are
incidental to the Partnership's business and management believes that the
outcome of all pending legal proceedings will not, in the aggregate, have a
material adverse effect on the financial condition of the Partnership.

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

None.

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PART II

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

LIQUIDITY

While the Partnership's equity securities, which consist of units of
limited partnership interests, are publicly held, there is no established public
trading market for the units and it is not expected that a market will develop
in the future. The approximate number of equity security holders of record was
977 as of December 31, 1998. In addition to restrictions on the transferability
of units contained in the partnership agreement, the transferability of units
may be affected by restrictions on resales imposed by federal or state law.

Pursuant to documents filed with the Securities and Exchange Commission on
February 8, 1999, Madison Liquidity Investors 104, LLC ("Madison") initiated a
tender offer to purchase up to approximately 9.9% of the outstanding units for
$110 per unit. On February 22, 1999, the Partnership filed a Recommendation
Statement on Schedule 14D-9 and distributed a letter to unitholders recommending
that unitholders reject Madison's offer.

DISTRIBUTIONS

The amended Partnership Agreement generally provides that all cash
distributions, as defined, be allocated 1% to the general partners and 99% to
the limited partners until the limited partners have received aggregate cash
distributions equal to their original capital contributions. The Partnership
Agreement also provides that all Partnership operating profits be allocated to
the partners in the same proportion as cash flow distributions are made.
However, even after the limited partners have received cash flow equal to their
initial investment, the general partners will only receive a 1% distribution of
proceeds from a disposition or refinancing of a system until the limited
partners have received an annual simple interest return of at least 8% of their
initial investment less any distributions from previous dispositions or
refinancing of systems. Thereafter, proceeds from a disposition or refinancing
of a system shall be distributed 80% to the limited partners and 20% to the
general partners. Gains from dispositions of systems are first allocated in the
same manner as the proceeds from such dispositions. This occurs until the
dispositions result in the aggregate fair market value of the Partnership's
remaining system(s) being less than or equal to 50% of the aggregate
contributions to the capital of the Partnership by the partners. Once this level
of dispositions has occurred, gain is allocated to the partners so that
distributions upon liquidation of the Partnership in accordance with capital
account balances will result in the same amounts being distributed to the
partners as if distributions were made in the same manner as they are prior to a
liquidation.

Any losses, whether resulting from operations or the sale or disposition of
a system, are allocated 99% to the limited partners and 1% to the general
partners until the limited partners' capital account balances are equal to or
less than zero. Thereafter, all losses are allocated to the Corporate General
Partner.

Upon dissolution of the Partnership, distributions are to be made to the
partners in accordance with their capital account balances. No partners other
than general partners shall be obligated to restore any negative capital account
balance existing upon dissolution of a partnership. All allocations to
individual limited partners will be based on their respective limited
partnership ownership interests.

The policy of the Corporate General Partner (although there is no
contractual obligation to do so) is to cause the Partnership to make cash
distributions on a monthly basis throughout the operational life of the
Partnership, assuming the availability of sufficient cash flow from Partnership
operations. The amount of such distributions, if any, will vary from month to
month depending upon the Partnership's results of operations and the Corporate
General Partner's determination of whether otherwise available funds are needed
for the Partnership's ongoing working capital and other liquidity requirements.
On February 22, 1994, the FCC announced significant amendments to its rules
implementing certain provisions of the 1992 Cable Act. Compliance with these
rules has had a negative impact on the Partnership's revenues and cash flow.

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The Partnership began making periodic cash distributions from operations in
January 1990 and discontinued distributions in July 1994. No distributions were
made during 1996, 1997 and 1998.

The Partnership's ability to pay distributions, the actual level of
distributions and the continuance of distributions, if any, will depend on a
number of factors, including the amount of cash flow from operations, projected
capital expenditures, provision for contingent liabilities, availability of bank
financing, regulatory or legislative developments governing the cable television
industry, and growth in customers. Some of these factors are beyond the control
of the Partnership, and consequently, no assurance can be given regarding the
level or timing of future distributions, if any. The Partnership's present
Facility does not restrict the payment of distributions to partners unless an
event of default exists thereunder or the Partnership's ratio of debt to cash
flow is greater than 4 to 1. However, due to the Partnership's pending rebuild
requirements, management does not anticipate paying distributions at any time in
the foreseeable future except in connection with a liquidation of the
Partnership as described elsewhere in this Report. See Item 1., "Recent
Developments" and Item 7., "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

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<PAGE> 77

ITEM 6. SELECTED FINANCIAL DATA

Set forth below is selected financial data of the Partnership for the five
years ended December 31, 1998. This data should be read in conjunction with the
Partnership's financial statements included in Item 8 hereof and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in Item 7.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS STATEMENT DATA
Revenues........................ $ 2,007,800 $ 2,211,900 $ 2,524,700 $ 2,917,600 $ 3,030,600
Costs and expenses.............. (1,293,600) (1,291,200) (1,461,100) (1,675,100) (1,729,800)
Depreciation and amortization... (1,004,200) (976,400) (1,054,200) (1,118,800) (1,143,400)
----------- ----------- ----------- ----------- -----------
Operating income (loss)......... (290,000) (55,700) 9,400 123,700 157,400
Interest expense................ (161,300) (195,400) (147,700) (140,800) (154,600)
Interest income................. 1,500 4,300 8,000 11,600 18,100
Gain on sale of cable assets.... -- -- -- -- 900
Costs of potential sale of cable
television systems............ -- -- -- -- (90,500)
----------- ----------- ----------- ----------- -----------
Net loss.............. $ (449,800) $ (246,800) $ (130,300) $ (5,500) $ (68,700)
=========== =========== =========== =========== ===========
Distributions to partners....... $ 259,000 $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========
PER UNIT OF LIMITED PARTNERSHIP
INTEREST:
Net loss........................ $ (12.16) $ (6.67) $ (3.52) $ (0.15) $ (1.86)
=========== =========== =========== =========== ===========
Distributions................... $ 7.00 $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========
OTHER OPERATING DATA
Net cash provided by operating
activities.................... $ 532,900 $ 408,700 $ 957,000 $ 1,379,800 $ 1,103,300
Net cash used in investing
activities.................... (447,900) (548,100) (700,100) (604,800) (768,200)
Net cash provided by (used in)
financing activities.......... (47,900) (13,900) 56,800 (823,700) (277,600)
EBITDA(1)....................... 714,200 920,700 1,063,600 1,242,500 1,300,800
EBITDA to revenues.............. 35.6% 41.6% 42.1% 42.6% 42.9%
Total debt to EBITDA............ 2.7x 1.8x 1.2x 1.4x 1.1x
Capital expenditures............ $ 438,400 $ 526,700 $ 673,300 $ 577,200 $ 753,400
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------------------------
1994 1995 1996 1997 1998
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets......................... $7,027,700 $6,765,700 $6,656,500 $5,894,700 $5,566,300
Total debt........................... 1,907,500 1,630,700 1,288,400 1,750,000 1,400,000
General partners' deficit............ (33,400) (35,900) (37,200) (37,300) (38,000)
Limited partners' capital............ 3,953,900 3,709,600 3,580,600 3,575,200 3,507,200
</TABLE>

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

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<PAGE> 78

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

INTRODUCTION

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

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

RESULTS OF OPERATIONS

1998 COMPARED TO 1997

The Partnership's revenues increased from $2,917,600 to $3,030,600, or by
3.9%, for the year ended December 31, 1998 as compared to 1997. Of the $113,000
increase, $74,900 was due to increases in the number of subscriptions for basic,
premium and tier services and $49,200 was due to increases in regulated service
rates that were implemented by the Partnership in 1997. These increases were
partially offset by an $11,100 decrease due to decreases in other revenue
producing items, primarily installation revenue. As of December 31, 1998, the
Partnership had approximately 7,500 basic subscribers and 1,900 premium service
units.

Service costs increased from $976,600 to $1,024,100, or by 4.9%, for the
year ended December 31, 1998 as compared to 1997. Service costs represent costs
directly attributable to providing cable services to customers. The increase was
primarily due to higher programming fee expense, resulting from higher rates
charged by program suppliers and increases in the number of subscribers.

General and administrative expenses remained relatively unchanged,
increasing from $430,700 to $431,300, or by less than 1.0%, for the year ended
December 31, 1998 as compared to 1997. Increases in audit fees and system
operating management expenses allocated by affiliated partnerships were largely
offset by decreases in bad debt expense.

Management fees and reimbursed expenses increased from $267,800 to
$274,400, or by 2.5%, for the year ended December 31, 1998 as compared to 1997.
Management fees increased in direct relation to increased revenues as described
above. Reimbursed expenses increased principally due to an increase in expenses
allocated by the Corporate General Partner associated with the Partnership's
increase in subscribers.

Depreciation and amortization expense increased from $1,118,800 to
$1,143,400, or by 2.2%, for the year ended December 31, 1998 as compared to
1997, due to asset additions and due to a reduction in the estimated remaining
life of existing plant which must be rebuilt by 1999 as required in a franchise
agreement.

The Partnership's operating income increased from $123,700 to $157,400, or
by 27.2%, for the year ended December 31, 1998 as compared 1997, due primarily
to increases in revenues as described above.

Interest expense increased from $140,800 to $154,600, or by 9.8%, for the
year ended December 31, 1998 as compared to 1997, due to an increase in average
borrowings during 1998.

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<PAGE> 79

Interest income increased from $11,600 to $18,100, or by 56.0%, for the
year ended December 31, 1998 as compared to 1997, due to higher average cash
balances available for investment.

As of December 31, 1998, the Partnership had incurred $90,500 of expenses
related to the proposed sale of its cable television system assets.

Due to the factors described above, the Partnership's net loss increased
from $5,500 to $68,700 for the year ended December 31, 1998 as to 1997.

EBITDA is calculated as operating income before depreciation and
amortization. See footnote 1 to "Selected Financial Data." EBITDA as a
percentage of revenues increased from 42.6% during 1997 to 42.9% in 1998. The
increase was primarily caused by increased revenues. EBITDA increased from
$1,242,500 to $1,300,800, or by 4.7%, as a result.

1997 COMPARED TO 1996

The Partnership's revenues increased from $2,524,700 to $2,917,600, or by
15.6%, for the year ended December 31, 1997 as compared to 1996. Of the $392,900
increase, $188,300 was due to increases in regulated service rates that were
implemented by the Partnership in the second and fourth quarters of 1996 and the
fourth quarter of 1997, $125,900 was due to increases in the number of
subscriptions for basic, premium and tier services, $46,100 was due to increases
in other revenue producing items including advertising sales revenue and $32,600
was due to the July 1, 1996 restructuring of The Disney Channel from a premium
channel to a tier channel. As of December 31, 1997, the Partnership had
approximately 7,200 basic subscribers and 2,000 premium service units.

Service costs increased from $825,200 to $976,600, or by 18.3%, for the
year ended December 31, 1997 as compared to 1996. Service costs represent costs
directly attributable to providing cable services to customers. Programming fees
accounted for the majority of the increase. The increase was also due to
increases in franchise fees, personnel costs, pole rent expense and copyright
fees. The increase in programming fees was primarily due to higher rates charged
by program suppliers and increases in the number of subscriptions for services.
Franchise fees and copyright fees increased in direct relation to increased
revenues as described above. Personnel costs charged to the Partnership by
affiliates increased due to staff additions and wage increases, while pole rent
expense increased due to extensions of the Partnership's systems to pass new
serviceable homes in their franchise areas.

General and administrative expenses increased from $404,500 to $430,700, or
by 6.5%, for the year ended December 31, 1997 as compared to 1996, primarily due
to an increase in bad debt expense and personnel costs charged to the
Partnership by affiliates.

Management fees and reimbursed expenses increased from $231,400 to
$267,800, or by 15.7%, for the year ended December 31, 1997 as compared to 1996.
Management fees increased in direct relation to increased revenues as described
above and reimbursed expenses increased primarily due to higher allocated
personnel costs resulting from staff additions and wage increases.

Depreciation and amortization expense increased from $1,054,200 to
$1,118,800, or by 6.1%, for the year ended December 31, 1997 as compared to
1996, primarily due to a reduction in the estimated remaining life of existing
plant, which must be rebuilt by 1999 as required by two franchise agreements.

Operating income increased from $9,400 to $123,700 for the year ended
December 31, 1997 as compared to 1996, primarily due to increases in revenues as
described above.

Interest expense, net of interest income, decreased from $139,700 to
$129,200, or by 7.5%, for the year ended December 31, 1997 as compared to 1996,
primarily due to a decrease in average borrowings.

Due to the factors described above, the Partnership's net loss decreased
from $130,300 to $5,500, or by 95.8%, for the year ended December 31, 1997 as
compared to 1996.

in 1997. The increase was primarily caused by increased revenues. EBITDA
increased from $1,063,600 to $1,242,500, or by 16.8%, as a result.

DISTRIBUTIONS TO PARTNERS

As provided in the partnership agreement, distributions to partners are
funded from such amounts after providing for working capital and other liquidity
requirements including debt service and capital expenditures not otherwise
funded by borrowings. The Partnership discontinued distributions to partners in
July 1994 due to liquidity requirements and financial market conditions. The
Partnership's new credit Facility does not restrict the payment of distributions
unless an event of default exists thereunder or the Partnership's ratio of debt
to cash flow is greater than 4 to 1.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses, debt service and capital requirements relating to the
expansion, improvement and upgrade of its cable systems.

Substantially all of the available channel capacity in the Partnership's
cable systems is being utilized and each of the Partnership's cable systems
requires upgrading. Existing franchise agreements for three of the seven
franchise areas in the Partnership's Villa Rica, Georgia cable system require
the Partnership to complete system upgrades in 1999. In addition, the
Partnership is in the process of negotiating the renewal of franchise agreements
for two other franchise areas served by the Villa Rica cable system and the
Partnership believes that the renewed franchise agreements may require the
Partnership to upgrade the cable system within those franchise areas. If the
Partnership is unable to obtain financing to fund the upgrades required by its
franchise agreements, the respective franchising authorities may be entitled to
terminate the franchise agreements and the Partnership could lose valuable
franchises.

Because the Villa Rica cable system is served by one headend and utilizes
integrated cable hardware, the Partnership's proposed upgrade program would
cover all of the seven franchise areas in the Villa Rica, Georgia cable system
(the "Villa Rica Upgrade") and is estimated to require aggregate capital
expenditures of approximately $7.5 million. The Partnership, however, does not
presently have, and believes it will be unable to obtain, the funds required to
complete the Villa Rica Upgrade. The Partnership only has approximately $1.1
million of availability under its $2.5 million revolving loan facility. In
addition, the partnership agreement (the "Partnership Agreement") provides that
the Partnership may not incur borrowings unless the amount of such borrowings,
together with all outstanding borrowings, does not exceed 33% of the original
capital raised by the Partnership (i.e., a maximum of approximately $3.0 million
of outstanding indebtedness). Consequently, even if the Partnership used the
approximately $1.1 million of existing availability under its revolving loan
facility and was able to obtain the additional $500,000 of debt financing
permitted under the terms of the Partnership Agreement, the Partnership would
still lack approximately $5.9 million of additional funding necessary to
complete the Villa Rica Upgrade.

The Partnership considered seeking an amendment to the Partnership
Agreement to permit the Partnership to incur sufficient indebtedness to fund
completion of the Villa Rica Upgrade. Ultimately, however, the Partnership
concluded that such an amendment would not benefit the Partnership because debt
financing sufficient to complete the Villa Rica Upgrade was not available. This
conclusion was based in large part on the discussions held with financing
sources in 1996 and 1997 in connection with the refinancing of the long-term
indebtedness of several partnerships managed by the Corporate General Partner.
Since financing was not available to fund completion of the Villa Rica Upgrade,
the Partnership instead engaged a business broker to solicit offers from third
parties to purchase the Partnership's cable systems. In response to such
solicitation, the Partnership received only the Initial Offers, each of which
excluded the Ivins, Utah and Fisk, Missouri cable systems and contained material
closing conditions and potential material purchase price adjustments.

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<PAGE> 81

The Partnership concluded that it was not in the best interests of the
unitholders to accept either of the Initial Offers because, among other things,
each Initial Offer was subject to material closing conditions and potential
material purchase price adjustments, and neither Initial Offer constituted an
offer to purchase all of the Partnership's cable systems. Subsequent to the
Partnership's receipt of the Initial Offers, the Partnership received the Falcon
Offer for $10,473,200 in cash. The Falcon Offer includes a price for the Villa
Rica cable system which exceeds the highest of the Initial Offers by
approximately 2.5%, contains no potential purchase price adjustments and
contains only limited closing conditions. After the Partnership received the
Falcon Offer, the Partnership received the Fisk Offer. The Partnership concluded
that it was not in the best interests of the unitholders to accept the Fisk
Offer because, among other things, the Fisk Offer did not constitute an offer to
purchase all of the cable systems, and the Falcon Offer includes a price for the
Fisk, Missouri cable system that exceeds the Fisk Offer by approximately 15%.

Given current market conditions for the Partnership's cable systems, the
lack of channel capacity, the impending upgrades required by the Partnership's
franchise agreements and the Partnership's funding limitations, the Corporate
General Partner believes that accepting the Falcon Offer is in the best
interests of the Partnership and the unitholders. Accordingly, the Purchasers
and the Partnership entered into the Purchase Agreement, dated as of November 6,
1998, pursuant to which the Purchasers agreed to purchase from the Partnership,
and the Partnership agreed to sell to the Purchasers, subject to obtaining the
requisite consents from the unitholders as discussed below, all of the
Partnership's cable systems for a price of $10,473,200 in cash (the "Sale"). If
the Sale is consummated, the Corporate General Partner will make one or more
liquidating distributions to the unitholders and the general partners and, after
providing for the payment of the Partnership's obligations, cause the
Partnership to dissolve, terminate and be liquidated. Based upon the terms and
conditions of the Sale, after repayment of the Partnership's existing
obligations, the Partnership presently estimates that liquidating distributions
to Unitholders would total between $220 and $230 per unit, less applicable
taxes, if any. As a condition to the Sale, the Purchase Agreement requires that
the holders of a majority of the units approve the Sale, certain amendments to
the partnership agreement and the liquidation of the Partnership. On November 9,
1998, the Partnership filed with the Securities and Exchange Commission
preliminary consent solicitation materials on Schedule 14A and a Transaction
Statement on Schedule 13E-3 relating to the proposed Sale. On January 26, 1999,
the Partnership filed amended preliminary consent solicitation materials on
Amendment No. 1 to Schedule 14A and Amendment No. 2 to its Rule 13e-3
Transaction Statement.

One of the Partnership's franchise agreements in the Villa Rica cable
system requires the Partnership to have completed an upgrade to the cable system
by February 7, 1999 and the Partnership has not yet completed that upgrade.
Another of the Partnership's franchise agreements in the Villa Rica system
requires the Partnership to complete an upgrade to the cable system by May 20,
1999 and the Partnership expects that it will not have completed an upgrade by
the required date. The Partnership has commenced each of the upgrades and has
not received any indication from either of the franchising authorities that they
intend to take any action adverse to the Partnership as the result of the
Partnership's noncompliance with the upgrade requirements in the respective
franchise agreements. There can be no assurance, however, that the franchising
authorities will not take action that is adverse to the Partnership.

The Partnership is party to a loan agreement with Enstar Finance Company,
LLC ("EFC"), a subsidiary of the Corporate General Partner. The loan agreement
provides for a revolving loan facility of $2,528,900 (the "Facility"). The
Partnership prepaid $350,000 of its outstanding borrowings during 1998 such that
total outstanding borrowings under the Facility were $1,400,000 at December 31,
1998. All outstanding borrowings under the Facility would be repaid in full with
the proceeds from the Sale of the Partnership's assets as described above.

The Partnership's Facility matures on August 31, 2001, at which time
amounts then outstanding are due in full. Borrowings bear interest at the
lender's base rate (7.75% at December 31, 1998) plus 0.625%, or at an offshore
rate plus 1.875%. Under certain circumstances, the Partnership is required to
make mandatory prepayments, which permanently reduce the maximum commitment
under the Facility. The Facility contains certain financial tests and other
covenants including, among others, restrictions on incurrence of indebtedness,
investments, sales of assets, acquisitions and other covenants, defaults and
conditions and compliance with
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<PAGE> 82

material terms of various agreements. The Partnership was in violation of a loan
covenant pertaining to its franchise compliance for which it received a waiver
through December 31, 1999 from EFC and its lenders. The Partnership believes it
was in compliance with all other covenants as of December 31, 1998.

The Facility does not restrict the payment of distributions to partners
unless an event of default exists thereunder or the Partnership's ratio of debt
to cash flow is greater than 4 to 1. As previously disclosed, however, in
response to the FCC's amended rate regulation rules and the Partnership's
capital expenditure requirements, distributions to Unitholders were discontinued
in July 1994. As stated at the time of the announcement of this decision, the
Partnership believes that it is critical to preserve its liquidity though the
retention of cash. As a result, and because of the pending system upgrade
requirements discussed above, the Partnership does not anticipate paying
distributions at any time in the foreseeable future except in connection with a
liquidation of the Partnership as described above.

The Corporate General Partner contributed $244,600 of its $632,100
receivable balance from the Partnership for past due management fees and
reimbursed expenses as an equity contribution to EFC. This balance remains an
outstanding obligation of the Partnership. Such receivable balance would be
repaid from the proceeds of the Sale of the Partnership's assets as described
above.

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

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

Approximately 90% of the Partnership's subscribers are served by its system
in Villa Rica, Georgia and neighboring communities. Significant damage to the
system due to seasonal weather conditions or other events could have a material
adverse effect on the Partnership's liquidity and cash flows. The Partnership
continues to purchase insurance coverage in amounts its management views as
appropriate for all other property, liability, automobile, workers' compensation
and other types of insurable risks.

During the fourth quarter of 1998, FCLP, on behalf of the Corporate General
Partner, continued its identification and evaluation of the Partnership's Year
2000 business risks and its exposure to computer systems, to operating equipment
which is date sensitive and to the interface systems of its vendors and service
providers. The evaluation has focused on identification and assessment of
systems and equipment that may fail to distinguish between the year 1900 and the
year 2000 and, as a result, may cease to operate or may operate improperly when
dates after December 31, 1999 are introduced.

Based on a study conducted in 1997, FCLP concluded that certain of the
Partnership's information systems were not Year 2000 compliant and elected to
replace such software and hardware with applications and equipment certified by
the vendors as Year 2000 compliant. FCLP installed a number of the new systems
in January 1999. The remaining systems are expected to be installed by mid-1999.
The total anticipated cost, including replacement software and hardware, will be
borne by FCLP. FCLP is utilizing internal and external resources to install the
new systems. FCLP does not believe that any other significant information
technology ("IT") projects affecting the Partnership have been delayed due to
efforts to identify and address Year 2000 issues.

Additionally, FCLP has continued to inventory the Partnership's operating
and revenue generating equipment to identify items that need to be upgraded or
replaced and has surveyed cable equipment manufacturers to determine which of
their models require upgrade or replacement to become Year 2000 compliant.
Identification and evaluation, while ongoing, are substantially completed and a
plan is being developed to remediate non-compliant equipment prior to January 1,
2000. FCLP expects to complete its planning process by the end of May 1999.
Upgrade or replacement, testing and implementation will be performed thereafter.
The cost of such replacement or remediation, currently estimated at $4,300, is
not
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expected to have a material effect on the Partnership's financial position or
results of operations. The Partnership had not incurred any costs related to the
Year 2000 project as of December 31, 1998. FCLP plans to inventory, assess,
replace and test equipment with embedded computer chips in a separate segment of
its project, presently scheduled for 1999.

FCLP has continued to survey the Partnership's significant third party
vendors and service suppliers to determine the extent to which the Partnership's
interface systems are vulnerable should those third parties fail to solve their
own Year 2000 problems on a timely basis. Among the most significant service
providers upon which the Partnership relies are programming suppliers, power and
telephone companies, various banking institutions and the Partnership's customer
billing service. A majority of these service suppliers either have not responded
to FCLP's inquiries regarding their Year 2000 compliance programs or have
responded that they are unsure if they will become compliant on a timely basis.
Consequently, there can be no assurance that the systems of other companies on
which the Partnership must rely will be Year 2000 compliant on a timely basis.

FCLP expects to develop a contingency plan in 1999 to address possible
situations in which various systems of the Partnership, or of third parties with
which the Partnership does business, are not compliant prior to January 1, 2000.
Considerable effort will be directed toward distinguishing between those
contingencies with a greater probability of occurring from those whose
occurrence is considered remote. Moreover, such a plan will necessarily focus on
systems whose failure poses a material risk to the Partnership's results of
operations and financial condition.

The Partnership's most significant Year 2000 risk is an interruption of
service to subscribers, resulting in a potentially material loss of revenues.
Other risks include impairment of the Partnership's ability to bill and/or
collect payment from its customers, which could negatively impact its liquidity
and cash flows. Such risks exist primarily due to technological operations
dependent upon third parties and to a much lesser extent to those under the
control of the Partnership. Failure to achieve Year 2000 readiness in either
area could have a material adverse impact on the Partnership. The Partnership is
unable to estimate the possible effect on its results of operations, liquidity
and financial condition should its significant service suppliers fail to
complete their readiness programs prior to the Year 2000. Depending on the
supplier, equipment malfunction or type of service provided, as well as the
location and duration of the problem, the effect could be material. For example,
if a cable programming supplier encounters an interruption of its signal due to
a Year 2000 satellite malfunction, the Partnership will be unable to provide the
signal to its cable subscribers, which could result in a loss of revenues,
although the Partnership would attempt to provide its customers with alternative
program services for the period during which it could not provide the original
signal. Due to the number of individually owned and operated channels the
Partnership carries for its subscribers, and the packaging of those channels,
the Partnership is unable to estimate any reasonable dollar impact of such
interruption.

1998 VS. 1997

Cash provided by operating activities decreased by $276,500 from $1,379,800
to $1,103,300 for the year ended December 31, 1998 as compared to 1997. Changes
in receivables provided $197,500 less cash in 1998 than in 1997, primarily due
to the collection of an insurance claim in the first three months of 1997. The
Partnership used $29,500 more cash in 1998 for prepaid expenses and liabilities
owed to third party creditors due to differences in the timing of payments.

The Partnership used $163,400 more cash in investing activities during 1998
than in 1997, primarily due to an increase of $176,200 in expenditures for
tangible assets, partially offset by a decrease of $11,900 in expenditures for
intangible assets. Financing activities used $546,100 less cash in 1998 than in
1997. The Partnership used $1,322,400 more cash in 1997 than in 1998 to pay past
due balances for management fees and reimbursed expenses owed to the Corporate
General Partner and programming expense owed to Falcon Cablevision.
Additionally, the Partnership used $938,400 less cash for the repayment of debt
in 1998 and $35,300 less cash for deferred loan costs related to its Facility
with EFC. The Partnership borrowed $1,750,000 under its Facility with EFC in
1997 as compared with 1998 when the Partnership borrowed no additional funds.

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1997 VS. 1996

Cash provided by operating activities increased by $422,800 from $957,000
to $1,379,800 for the year ended December 31, 1997 as compared to 1996. Cash
increased by $139,400 from the collection of receivable balances, including an
insurance settlement for storm damage to the Partnership's Georgia cable
systems. Changes in prepaid expenses and accounts payable provided $88,600 more
cash due to differences in the timing of payments.

The Partnership used $95,300 less cash in investing activities during 1997
than in 1996 primarily due to a decrease of $96,100 in expenditures for tangible
assets. Financing activities used $880,500 more cash in 1997 than in 1996. The
Partnership used $1,652,800 more cash to pay previously deferred amounts owed to
the Corporate General Partner and Falcon Cablevision. The Partnership also used
$946,200 more cash to repay debt under its previous credit facility and $31,500
more cash for the payment of deferred loan costs related to the new Facility.
Borrowings of $1,750,000 under the new Facility partially offset increased uses
of cash for financing activities during 1997.

NEW ACCOUNTING PRONOUNCEMENT

In 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on Costs of Start-Up Activities." The new
standard, which becomes effective for the Partnership on January 1, 1999,
requires costs of start-up activities to be expensed as incurred. The
unamortized portion of previously capitalized start-up costs, which approximates
$25,000, is to be written off in the period of adoption.

INFLATION

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

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

The Partnership is exposed to financial market risks, including changes in
interest rates from its long-term debt arrangements. Under its current policies,
the Partnership does not use interest rate derivative instruments to manage
exposure to interest rate changes. An increase in interest rates of 1% in 1998
would have increased the Partnership's interest expense for the year ended
December 31, 1998 by approximately $14,500 with a corresponding effect on its
net loss.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

Not applicable.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The General Partners of the Partnership may be considered, for certain
purposes, the functional equivalents of directors and executive officers. The
Corporate General Partner is Enstar Communications Corporation, and Robert T.
Graff, Jr. is the Individual General Partner. As part of Falcon Cablevision's
September 30, 1988 acquisition of the Corporate General Partner, Falcon
Cablevision received an option to acquire Mr. Graff's interest as Individual
General Partner of the Partnership and other affiliated cable limited
partnerships that he previously co-sponsored with the Corporate General Partner,
and Mr. Graff received the right to cause Falcon Cablevision to acquire such
interests. These arrangements were modified and extended in an amendment dated
September 10, 1993 pursuant to which, among other things, the Corporate General
Partner obtained the option to acquire Mr. Graff's interest in lieu of the
purchase right described above which was originally granted to Falcon
Cablevision. Since its incorporation in Georgia in 1982, the Corporate General
Partner has been engaged in the cable/telecommunications business, both as a
general partner of 15 limited partnerships formed to own and operate cable
television systems and through a wholly-owned operating subsidiary. As of
December 31, 1998 the Corporate General Partner managed cable television systems
with approximately 91,000 basic subscribers.

On September 30, 1998, FHGLP acquired ownership of the Corporate General
Partner from Falcon Cablevision. FHGI is the sole general partner of FHGLP.
FHGLP controls the general partners of 15 limited partnerships which operate
under the Enstar name (including the Partnership). Although these limited
partnerships are affiliated with FHGLP, their assets are owned by legal entities
separate from the Partnership.

Set forth below is certain general information about the Directors and
Executive Officers of the Corporate General Partner:

<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Marc B. Nathanson...... Director, Chairman of the Board and Chief Executive Officer
Frank J. Intiso........ Director, President and Chief Operating Officer
Stanley S. Director, Executive Vice President and General Counsel
Itskowitch...........
Michael K. Menerey..... Director, Executive Vice President, Chief Financial Officer
and Secretary
Joe A. Johnson......... Executive Vice President -- Operations
Thomas J. Hatchell..... Executive Vice President -- Operations
Abel C. Crespo......... Vice President, Corporate Controller
</TABLE>

MARC B. NATHANSON, 53, has been Chairman of the Board and Chief Executive
Officer of FHGI and its predecessors since 1975, and prior to September 19, 1995
also served as President. He has been Chairman of the Board and Chief Executive
Officer of Enstar Communications Corporation since October 1988, and also served
as its President prior to September 1995. Prior to 1975, Mr. Nathanson was Vice
President of Marketing for Teleprompter Corporation, then the largest cable
operator in the United States. He also held executive positions with Warner
Cable and Cypress Communications Corporation. He is a former President of the
California Cable Television Association and a member of Cable Pioneers. He is
currently a director of the National Cable Television Association ("NCTA") and
will Chair its 1999 National Convention. At the 1986 NCTA convention, Mr.
Nathanson was honored by being named the recipient of the Vanguard Award for
outstanding contributions to the growth and development of the cable television
industry. Mr. Nathanson is a 30-year veteran of the cable television industry.
He is a founder of the Cable Television Administration and Marketing Society
("CTAM") and the Southern California Cable Television Association. Mr. Nathanson
is an Advisory Board member of TVA, (Brazil) and also Chairman of the Board and
Chief Executive Officer of Falcon International Communications, LLC. Mr.
Nathanson was appointed by President Clinton on November 1, 1998 as Chair of the
Board of Governors for the International Bureau of Broadcasting which oversees
Voice of America, Radio/TV Marti, Radio Free Asia, Radio Free Europe and Radio
Liberty. Mr. Nathanson is a trustee of the Annenburg School of Communications at
the University of Southern California and a member of the Board of Visitors of
the Anderson School of Management at UCLA. In

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<PAGE> 86

addition, he serves on the Board of the UCLA Foundation and the UCLA Center for
Communications Policy and is on the Board of Governors of AIDS Project Los
Angeles and Cable Positive.

FRANK J. INTISO, 52, was appointed President and Chief Operating Officer of
FHGI in September 1995. Between 1982 and September 1995, Mr. Intiso held the
positions of Executive Vice President and Chief Operating Officer, with
responsibility for the day-to-day operations of all cable television systems
under the management of Falcon. He has been President and Chief Operating
Officer of Enstar Communications Corporation since September 1995, and between
October 1988 and September 1995 held the positions of Executive Vice President
and Chief Operating Officer. Mr. Intiso has a Masters Degree in Business
Administration from UCLA and is a Certified Public Accountant. He currently
serves as Immediate Past Chair of the California Cable Television Association
and is on the boards of the Cable Advertising Bureau, Cable in the Classroom,
and the California Cable Television Association. He is a member of the American
Institute of Certified Public Accountants, the American Marketing Association,
the American Management Association and the Southern California Cable Television
Association.

STANLEY S. ITSKOWITCH, 60, has been a Director of FHGI and its predecessors
since 1975. He served as Senior Vice President and General Counsel of FHGI from
1987 to 1990 and has been Executive Vice President and General Counsel since
February 1990. Mr. Itskowitch has been Executive Vice President and General
Counsel of Enstar Communications Corporation since October 1988. He has been
President and Chief Executive Officer of F.C. Funding, Inc. (formerly Fallek
Chemical Company), which is a marketer of chemical products, since 1980. He is a
Certified Public Accountant and a former tax partner in the New York office of
Touche Ross & Co. (now Deloitte & Touche LLP). He has a J.D. Degree and an
L.L.M. Degree in Tax from New York University School of Law. Mr. Itskowitch is
also Executive Vice President and General Counsel of Falcon International
Communications, LLC.

MICHAEL K. MENEREY, 47, has been Executive Vice President, Chief Financial
Officer and Secretary of FHGI and Enstar Communications Corporation since
February 1998 and was Chief Financial Officer and Secretary of FHGI and its
predecessors between 1984 and 1998 and of Enstar Communications Corporation
since October 1988. Mr. Menerey is a Certified Public Accountant and is a member
of the American Institute of Certified Public Accountants and the California
Society of Certified Public Accountants, and he was formerly associated with BDO
Seidman.

JOE A. JOHNSON, 54, has been Executive Vice President of Operations of FHGI
since September 1995, and was a Divisional Vice President of FHGI between 1989
and 1992. He has been Executive Vice President-Operations of Enstar
Communications Corporation since January 1996. From 1982 to 1989, he held the
positions of Vice President and Director of Operations for Sacramento Cable
Television, Group W Cable of Chicago and Warner Amex. From 1975 to 1982, Mr.
Johnson held Cable System and Regional Manager positions with Warner Amex and
Teleprompter. Mr. Johnson is also a member of the Cable Pioneers.

THOMAS J. HATCHELL, 49, has been Executive Vice President of Operations of
FHGI and Enstar Communications Corporation since February 1998. From October
1995 to February 1998, he was Senior Vice President of Operations of Falcon
International Communications, L.P. and its predecessor company and was a Senior
Vice President of FHGI from January 1992 to September 1995. Mr. Hatchell was a
Divisional Vice President of FHGI between 1989 and 1992. From 1981 to 1989, he
served as Vice President and Regional Manager for the San Luis Obispo,
California region owned by an affiliate of FHGI. He was Vice President of
Construction of an affiliate of FHGI from June 1980 to June 1981.

ABEL C. CRESPO, 39, has been Vice President, Corporate Controller of FHGI
and Enstar Communications Corporation since March 1999. He previously had served
as Controller since January 1997. Mr. Crespo joined Falcon in December 1984, and
has held various accounting positions during that time. Mr. Crespo holds a
Bachelor of Science degree in Business Administration from California State
University, Los Angeles.

31
<PAGE> 87

OTHER OFFICERS OF FALCON

The following sets forth certain biographical information with respect to
certain additional members of FHGI management.

LYNNE A. BUENING, 45, has been Vice President of Programming of FHGI since
November 1993. From 1989 to 1993, she served as Director of Programming for
Viacom Cable, a division of Viacom International Inc. Prior to that, Ms. Buening
held programming and marketing positions in the cable, broadcast and newspaper
industries.

OVANDO COWLES, 45, has been Vice President of Advertising Sales and
Production of FHGI since January 1992. From 1988 to 1991, he served as Director
of Advertising Sales and Production at Cencom Cable Television in Pasadena,
California. From 1985 to 1988, he was an Advertising Sales Account Executive at
Choice TV, an affiliate of FHGI.

HOWARD J. GAN, 52, has been Vice President of Regulatory Affairs of FHGI
and its predecessors since 1988. Prior to joining FHGI, he was General Counsel
at Malarkey-Taylor Associates, a Washington, D.C.-based telecommunications
consulting firm, from 1986 to 1988, and was Vice President and General Counsel
at CTIC Associates from 1978 to 1983. In addition, he was an attorney and an
acting Branch Chief of the Federal Communications Commission's Cable Television
Bureau from 1973 to 1978.

R.W. ("SKIP") HARRIS, 51, has been Vice President of Marketing of FHGI
since June 1991. Mr. Harris was National Director of Affiliate Marketing for The
Disney Channel from 1985 to 1991. He was also a sales manager, regional
marketing manager and director of marketing for Cox Cable Communications from
1978 to 1985.

MARTIN B. SCHWARTZ, 39, has been Vice President of Corporate Development of
FHGI since March 1999. Mr. Schwartz joined Falcon in November 1989 and has held
various finance, planning and corporate development positions during that time,
most recently that of Director of Corporate Development. Mr. Schwartz has a
Masters Degree in Business Administration from UCLA.

JOAN SCULLY, 63, has been Vice President of Human Resources of FHGI and its
predecessors since May 1988. From 1987 to May 1988, she was self-employed as a
management consultant to cable and transportation companies. She served as
Director of Human Resources of a Los Angeles-based cable company from 1985
through 1987. Prior to that time, she served as a human resource executive in
the entertainment and aerospace industries. Ms. Scully holds a Masters Degree in
Human Resources Management from Pepperdine University.

RAYMOND J. TYNDALL, 51, has been Vice President of Engineering of FHGI
since October 1989. From 1975 to September 1989, he held various technical
positions with Choice TV and its predecessors. From 1967 to 1975, he held
various technical positions with Sammons Communications. He is a certified
National Association of Radio and Television Engineering ("NARTE") engineer in
lightwave, microwave, satellite and broadband and is a member of the Cable
Pioneers.

In addition, FHGI has six Divisional Vice Presidents who are based in the
field. They are G. William Booher, Daniel H. DeLaney, Ron L. Hall, Ronald S.
Hren, Michael E. Kemph and Michael D. Singpiel.

Each director of the Corporate General Partner is elected to a one-year
term at the annual shareholder meeting to serve until the next annual
shareholder meeting and thereafter until his respective successor is elected and
qualified. Officers are appointed by and serve at the discretion of the
directors of the Corporate General Partner.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT FEE

The Partnership has a management agreement (the "Management Agreement")
with Enstar Cable Corporation, a wholly owned subsidiary of the Corporate
General Partner (the "Manager"), pursuant to which Enstar Cable Corporation
manages the Partnership's systems and provides all operational support for

32
<PAGE> 88

the activities of the Partnership. For these services, the Manager receives a
management fee of 5% of the Partnership's gross revenues, excluding revenues
from the sale of cable television systems or franchises, calculated and paid
monthly. In addition, the Partnership reimburses the Manager for certain
operating expenses incurred by the Manager in the day-to-day operation of the
Partnership's cable systems. The Management Agreement also requires the
Partnership to indemnify the Manager (including its officers, employees, agents
and shareholders) against loss or expense, absent negligence or deliberate
breach by the Manager of the Management Agreement. The Management Agreement is
terminable by the Partnership upon sixty (60) days written notice to the
Manager. The Manager has engaged FCLP to provide certain management services for
the Partnership and pays FCLP a portion of the management fees it receives in
consideration of such services and reimburses FCLP for expenses incurred by FCLP
on its behalf. Additionally, the Partnership receives certain system operating
management services from affiliates of the Manager in lieu of directly employing
personnel to perform such services. The Partnership reimburses the affiliates
for its allocable share of their operating costs. The Corporate General Partner
also performs certain supervisory and administrative services for the
Partnership, for which it is reimbursed.

For the fiscal year ended December 31, 1998, the Manager charged the
Partnership management fees of approximately $151,500 and reimbursed expenses of
$122,900. The Partnership reimbursed affiliates approximately $290,400 for
system operating management services. In addition, certain programming services
are purchased through FCLP. The Partnership paid FCLP approximately $607,300 for
these programming services for fiscal year 1998.

PARTICIPATION IN DISTRIBUTIONS

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

33
<PAGE> 89

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 1, 1999, the only persons known by the Partnership to own
beneficially or that may be deemed to own beneficially more than 5% of the units
were:

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ----------------------------- -------------------- --------
<S> <C> <C> <C>
Units of Limited Partnership Warren Heller 2,316(1) 6.3%
Interest 515 W. Buckeye Road #104
Phoenix, AZ 85003-2696
Units of Limited Partnership Wilmington Trust Co., 4,000(1) 10.9%
Interest Trustee for Andrea B. Cutler
P.O. Box E
The Plains, VA 22171
Units of Limited Partnership Madison Partnership Liquidity 2,085(1) 5.7%
Interest Investors 36 LLC
317 Madison Avenue, Suite 219
New York, NY 10017
</TABLE>

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

The Corporate General Partner is a wholly-owned subsidiary of FHGLP. FHGI
owns a 10.6% interest in, and is the general partner of, FHGLP. As of March 3,
1999, the common stock of FHGI was owned as follows: 78.5% by Falcon Cable
Trust, a grantor trust of which Marc B. Nathanson is trustee and he and members
of his family are beneficiaries; 20% by Greg A. Nathanson; and 1.5% by Stanley
S. Itskowitch. Greg A. Nathanson is Marc B. Nathanson's brother.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST

On September 30, 1998, FHGLP acquired ownership of Enstar Communications
Corporation from Falcon Cablevision and FCLP assumed the management services
operations of FHGLP. FCLP now manages the operations of the partnerships of
which Enstar Communications Corporation is the Corporate General Partner,
including the Partnership. FCLP began receiving management fees and reimbursed
expenses which had previously been paid by the Partnership, as well as other
affiliated entities, to FHGLP. The day-to-day management of FCLP is
substantially the same as that of FHGLP, which serves as the managing partner of
FCLP.

Certain members of management of the Corporate General Partner have also
been involved in the management of other cable ventures. FCLP may enter into
other cable ventures, including ventures similar to the Partnership.

The Partnership relies 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." The Partnership is also party to a loan agreement with
a subsidiary of the Corporate General Partner. See Item 7., "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources."

Conflicts of interest involving acquisitions and dispositions of cable
television systems could adversely affect Unitholders. For instance, the
economic interests of management in other affiliated partnerships are different
from those in the Partnership and this may create conflicts relating to which
acquisition opportunities are preserved for which entities.

These affiliations subject FCLP, FHGLP and the Corporate General Partner
and their management to certain conflicts of interest. Such conflicts of
interest relate to the time and services management will devote

34
<PAGE> 90

to the Partnership's affairs and to the acquisition and disposition of cable
television systems. Management or its affiliates may establish and manage other
entities which could impose additional conflicts of interest.

FCLP, FHGLP and the Corporate General Partner will resolve all conflicts of
interest in accordance with their fiduciary duties.

FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE GENERAL PARTNERS

A general partner is accountable to a limited partnership as a fiduciary
and consequently must exercise good faith and integrity in handling partnership
affairs. Where the question has arisen, some courts have held that a limited
partner may institute legal action on his own behalf and on behalf of all other
similarly situated limited partners (a class action) to recover damages for a
breach of fiduciary duty by a general partner, or on behalf of the partnership
(a partnership derivative action) to recover damages from third parties. Section
14-9-1001 of the Georgia Revised Uniform Limited Partnership Act also allows a
partner to maintain a partnership derivative action if general partners with
authority to do so have refused to bring the action or if an effort to cause
those general partners to bring the action is not likely to succeed. Certain
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 such 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, FHGI and its
affiliates (which include FCLP), officers and directors and such other persons
as the Corporate General Partner shall determine, against liabilities which they
may incur with respect to claims made against them for certain wrongful or
allegedly wrongful acts, including certain errors, misstatements, misleading
statements, omissions, neglect or breaches of duty. To the extent that the
exculpatory provisions purport to include indemnification for liabilities
arising under the Securities Act of 1933, it is the opinion of the Securities
and Exchange Commission that such indemnification is contrary to public policy
and therefore unenforceable.

35
<PAGE> 91

PART IV

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

(a) 1. FINANCIAL STATEMENTS
Reference is made to the Index to Financial Statements on page F-1.

(a) 2. FINANCIAL STATEMENT SCHEDULES
Reference is made to the Index to Financial Statements on page F-1.

(a) 3. EXHIBITS
Reference is made to the Index to Exhibits on Page E-1.

(b) REPORTS ON FORM 8-K
None.

36
<PAGE> 92

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 23, 1999.

ENSTAR INCOME/GROWTH
PROGRAM SIX-B, L.P.

By: Enstar Communications Corporation,
Corporate General Partner

By: /s/ MARC B. NATHANSON

------------------------------------
Marc B. Nathanson
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated on the 23rd day of March 1999.

<TABLE>
<CAPTION>
SIGNATURES TITLE(*)
---------- --------
<S> <C>

/s/ MARC B. NATHANSON Chairman of the Board and Chief Executive Officer
- ------------------------------------------------ (Principal Executive Officer)
Marc B. Nathanson

/s/ MICHAEL K. MENEREY Executive Vice President, Chief Financial Officer,
- ------------------------------------------------ Secretary and Director (Principal Financial and
Michael K. Menerey Accounting Officer)

/s/ FRANK J. INTISO President, Chief Operating Officer and Director
- ------------------------------------------------
Frank J. Intiso

/s/ STANLEY S. ITSKOWITCH Executive Vice President, General Counsel and
- ------------------------------------------------ Director
Stanley S. Itskowitch
</TABLE>

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

37
<PAGE> 93

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors.............................. F-2
Balance Sheets -- December 31, 1997 and 1998................ F-3
Financial Statements for each of the three years in the
period ended December 31, 1998:
Statements of Operations............................... F-4
Statements of Partnership Capital (Deficit)............ F-5
Statements of Cash Flows............................... F-6
Notes to Financial Statements............................... F-7
</TABLE>

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

F-1
<PAGE> 94

REPORT OF INDEPENDENT AUDITORS

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

We have audited the accompanying balance sheets of Enstar Income/Growth
Program Six-B, L.P. (a Georgia limited partnership) as of December 31, 1997 and
1998, and the related statements of operations, partnership capital (deficit),
and cash flows for each of the three years in the period ended December 31,
1998. 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 generally accepted auditing
standards. 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
Six-B, L.P. at December 31, 1997 and 1998, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998, in conformity with generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Los Angeles, California
March 12, 1999

F-2
<PAGE> 95

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
---------- ----------
<S> <C> <C>
Cash and cash equivalents................................... $ 304,800 $ 362,300
Accounts receivable, less allowance of $2,500 and $1,900 for
possible losses........................................... 101,500 82,800
Prepaid expenses and other assets........................... 48,800 64,100
Property, plant and equipment, less accumulated depreciation
and amortization.......................................... 3,477,400 3,508,100
Franchise cost, net of accumulated amortization of
$2,615,600 and $2,976,700................................. 1,714,100 1,361,500
Intangible costs, net of accumulated amortization of
$380,800 and $398,600..................................... 248,100 187,500
---------- ----------
$5,894,700 $5,566,300
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
Liabilities:
Accounts payable.......................................... $ 176,500 $ 193,100
Due to affiliates......................................... 430,300 504,000
Note payable -- affiliate................................. 1,750,000 1,400,000
---------- ----------
Total Liabilities................................. 2,356,800 2,097,100
---------- ----------
Commitments and Contingencies
Partnership Capital (Deficit):
General partners.......................................... (37,300) (38,000)
Limited partners.......................................... 3,575,200 3,507,200
---------- ----------
TOTAL PARTNERSHIP CAPITAL......................... 3,537,900 3,469,200
---------- ----------
$5,894,700 $5,566,300
========== ==========
</TABLE>

See accompanying notes to financial statements.
F-3
<PAGE> 96

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
REVENUES............................................... $2,524,700 $2,917,600 $3,030,600
---------- ---------- ----------
OPERATING EXPENSES:
Service costs........................................ 825,200 976,600 1,024,100
General and administrative expenses.................. 404,500 430,700 431,300
General Partner management fees and reimbursed
expenses.......................................... 231,400 267,800 274,400
Depreciation and amortization........................ 1,054,200 1,118,800 1,143,400
---------- ---------- ----------
2,515,300 2,793,900 2,873,200
---------- ---------- ----------
Operating Income............................. 9,400 123,700 157,400
---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense..................................... (147,700) (140,800) (154,600)
Interest income...................................... 8,000 11,600 18,100
Gain on sale of cable assets......................... -- -- 900
Costs of potential sale of cable television
systems........................................... -- -- (90,500)
---------- ---------- ----------
(139,700) (129,200) (226,100)
---------- ---------- ----------
NET LOSS............................................... $ (130,300) $ (5,500) $ (68,700)
========== ========== ==========
Net loss allocated to General Partners................. $ (1,300) $ (100) $ (700)
========== ========== ==========
Net loss allocated to Limited Partners............... $ (129,000) $ (5,400) $ (68,000)
========== ========== ==========
NET LOSS PER UNIT OF LIMITED
PARTNERSHIP INTEREST.............................. $ (3.52) $ (0.15) $ (1.86)
========== ========== ==========
WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS
OUTSTANDING DURING THE YEAR....................... 36,626 36,626 36,626
========== ========== ==========
</TABLE>

See accompanying notes to financial statements.
F-4
<PAGE> 97

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNERS PARTNERS TOTAL
-------- ---------- ----------
<S> <C> <C> <C>
PARTNERSHIP CAPITAL (DEFICIT),
January 1, 1996....................................... $(35,900) $3,709,600 $3,673,700
Net loss for year.................................. (1,300) (129,000) (130,300)
-------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT),
December 31, 1996..................................... (37,200) 3,580,600 3,543,400
Net loss for year.................................. (100) (5,400) (5,500)
-------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT),
December 31, 1997..................................... (37,300) 3,575,200 3,537,900
Net loss for year.................................. (700) (68,000) (68,700)
-------- ---------- ----------
PARTNERSHIP CAPITAL (DEFICIT),
December 31, 1998..................................... $(38,000) $3,507,200 $3,469,200
======== ========== ==========
</TABLE>

See accompanying notes to financial statements.
F-5
<PAGE> 98

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1996 1997 1998
---------- ----------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss............................................ $ (130,300) $ (5,500) $ (68,700)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization.................. 1,054,200 1,118,800 1,143,400
Amortization of deferred loan costs............ 1,300 6,700 9,500
Gain on sale of cable assets................... -- -- (900)
Increase (decrease) from changes in:
Receivables................................. 76,800 216,200 18,700
Prepaid expenses and other assets........... (4,300) 12,800 (15,300)
Accounts payable............................ (40,700) 30,800 16,600
---------- ----------- ----------
Net cash provided by operating activities... 957,000 1,379,800 1,103,300
---------- ----------- ----------
Cash flows from investing activities:
Capital expenditures................................ (673,300) (577,200) (753,400)
Increase in intangible assets....................... (27,100) (27,600) (15,700)
Proceeds from sale of property, plant and
equipment........................................ 300 -- 900
---------- ----------- ----------
Net cash used in investing activities....... (700,100) (604,800) (768,200)
---------- ----------- ----------
Cash flows from financing activities:
Repayment of debt................................... (342,200) (1,288,400) --
Borrowings from affiliate........................... -- 1,750,000 --
Repayment of borrowings from affiliate.............. -- -- (350,000)
Deferred loan costs................................. (5,100) (36,600) (1,300)
Due to affiliate.................................... 404,100 (1,248,700) 73,700
---------- ----------- ----------
Net cash provided by (used in) financing
activities................................ 56,800 (823,700) (277,600)
---------- ----------- ----------
Net increase (decrease) in cash and cash
equivalents......................................... 313,700 (48,700) 57,500
Cash and cash equivalents at beginning of year........ 39,800 353,500 304,800
---------- ----------- ----------
Cash and cash equivalents at end of year.............. $ 353,500 $ 304,800 $ 362,300
========== =========== ==========
</TABLE>

See accompanying notes to financial statements.
F-6
<PAGE> 99

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES

Form of Presentation

Enstar Income/Growth Program Six-B, L.P., a Georgia limited partnership
(the "Partnership"), owns and operates cable television systems in rural areas
of Georgia, Utah and Missouri.

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

These financial statements have been prepared assuming that the Partnership
will continue as a going concern. As more fully described in Note 3 to the
financial statements, the Partnership does not possess sufficient capital to
upgrade its cable systems. Some of these upgrades are required by the
Partnership's franchise agreements. As a result, the Corporate General Partner
has agreed, subject to unitholders' approval, to sell the assets of the
Partnership to affiliates of the Corporate General Partner for $10,473,200 in
cash and to dissolve the Partnership. The financial statements do not include
any adjustments to reflect the potential liquidation of the Partnership.

Cash Equivalents

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

Cash equivalents at December 31, 1996 include $277,000 of short-term
investments in commercial paper.

Property, Plant, Equipment and Depreciation and Amortization

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

<TABLE>
<S> <C>
Cable television systems............................... 5-15 years
Vehicles............................................... 3 years
Furniture and equipment................................ 5-7 years
Leasehold improvements................................. Life of lease
</TABLE>

In 1996, the Partnership revised the estimated useful life of its existing
plant assets in two Georgia franchise areas from 15 years to 8.3 years. In 1998,
the Partnership revised the estimated useful life of its plant assets in a third
Georgia franchise area from 15 years to approximately 8.7 years. The Partnership
implemented the reductions as a result of system upgrades that are required to
be completed as provided for in the franchise agreements. The impact of this
change in the life of the assets was to increase depreciation expense by
approximately $139,000, $133,000 and $149,000 in 1996, 1997 and 1998,
respectively.

Franchise Cost

The excess of cost over the fair values of tangible assets and customer
lists of cable television systems acquired represents the cost of franchises. In
addition, franchise cost includes capitalized costs incurred in obtaining new
franchises and the renewal of existing franchises. These costs are amortized
using the straight-line method over the lives of the franchises, ranging up to
15 years. The Partnership periodically evaluates the amortization periods of
these intangible assets to determine whether events or circumstances warrant
revised estimates of useful lives. Costs relating to unsuccessful franchise
applications are charged to expense when it is determined that the efforts to
obtain the franchise will not be successful.

F-7
<PAGE> 100
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Intangible Costs

Intangible costs include covenants-not-to-compete and deferred charges
which are amortized using the straight-line method over two years or the life of
the covenant and certain fees paid to the Corporate General Partner and other
system acquisition costs which are amortized using the straight-line method over
two to 12 years. Costs related to borrowings are capitalized and amortized to
interest expense over the life of the related loan.

Recoverability of Assets

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

Revenue Recognition

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

Income Taxes

As a partnership, Enstar Income/Growth Program Six-B, L.P. pays no income
taxes. All of the income, gains, losses, deductions and credits of the
Partnership are passed through to its partners. The basis in the Partnership's
assets and liabilities differs for financial and tax reporting purposes. At
December 31, 1998, the book basis of the Partnership's net assets exceeds its
tax basis by $2,207,900.

The accompanying financial statements, which are prepared in accordance
with generally accepted accounting principles, differ from the financial
statements prepared for tax purposes due to the different treatment of various
items as specified in the Internal Revenue Code. The net effect of these
accounting differences is that the Partnership's net loss for 1998 in the
financial statements is $68,700 as compared to its tax income of $203,500 for
the same period. The difference is principally due to timing differences in
depreciation and amortization expense.

Costs of Start-Up Activities

Advertising Costs

All advertising costs are expensed as incurred.

F-8
<PAGE> 101
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Earnings Per Unit of Limited Partnership Interest

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

Use of Estimates

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

NOTE 2 -- PARTNERSHIP MATTERS

The Partnership was formed on September 23, 1987 to acquire, construct,
improve, develop and operate cable television systems in various locations in
the United States. The partnership agreement provides for Enstar Communications
Corporation (the "Corporate General Partner") and Robert T. Graff, Jr. to be the
general partners and for the admission of limited partners through the sale of
interests in the Partnership.

On September 30, 1988, Falcon Cablevision, a California limited
partnership, purchased all of the outstanding capital stock of the Corporate
General Partner. On September 30, 1998, Falcon Holding Group, L.P., a Delaware
limited partnership ("FHGLP"), acquired ownership of the Corporate General
Partner from Falcon Cablevision. Simultaneously with the closing of that
transaction, FHGLP contributed all of its existing cable television system
operations to Falcon Communications, L.P. ("FCLP"), a California limited
partnership and successor to FHGLP. FHGLP serves as the managing partner of
FCLP. The Corporate General Partner has contracted with FCLP and its affiliates
to provide management services for the Partnership.

The Partnership was formed with an initial capital contribution of $1,100
comprised of $1,000 from the Corporate General Partner and $100 from the initial
limited partner. Sale of interests in the Partnership began November 1988, and
the initial closing took place in January 1989. The Partnership continued to
raise capital until November 1989, at which time the Partnership had raised a
total of $9,156,400. The Partnership began its cable television business
operations in January 1990 with the acquisition of its first cable television
property.

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. The amended
partnership agreement also provides that all partnership operating profits be
allocated to the partners in the same proportion as cash flow distributions are
made. However, even after the limited partners have received cash flow equal to
their initial investment, the general partners will only receive a 1%
distribution of proceeds from a disposition or refinancing of a system until the
limited partners have received an annual simple interest return of at least 8%
of their initial investment less any distributions from previous dispositions or
refinancing of systems. Thereafter, proceeds from a disposition or refinancing
of a system shall be distributed 80% to the limited partners and 20% to the
general partners. Gains from dispositions of systems are first allocated in the
same manner as the proceeds from such dispositions. This occurs until the
dispositions result in the aggregate fair market value of the Partnership's
remaining system(s) being less than or equal to 50% of the aggregate
contributions to the capital of the Partnership by the partners.

Any losses, whether resulting from operations or the sale or disposition of
a system, are allocated 99% to the limited partners and 1% to the general
partners until the limited partners' capital account balances are equal to zero.
Thereafter, all losses are allocated to the Corporate General Partner.

F-9
<PAGE> 102
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- PARTNERSHIP MATTERS (CONTINUED)
Upon dissolution of the Partnership, distributions are to be made to the
partners in accordance with their capital account balances. No partners other
than general partners shall be obligated to restore any negative capital account
balance existing upon dissolution of the Partnership. All allocations to
individual limited partners will be based on their respective limited
partnership ownership interests.

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

NOTE 3 -- POTENTIAL SALE OF PARTNERSHIP ASSETS

The Partnership has concluded that it is not able to obtain the appropriate
amount of capital to make the necessary upgrades to its cable systems. Existing
franchise agreements for three of the seven franchise areas in the Partnership's
Villa Rica, Georgia cable system require the Partnership to complete system
upgrades in 1999. In addition, the Partnership is in the process of negotiating
the renewal of expired franchise agreements for two other franchise areas served
by the Villa Rica cable system and the Partnership believes that the renewed
franchise agreements may require the Partnership to upgrade the cable system
within those franchise areas. If the Partnership is unable to obtain financing
to fund the upgrades required by its franchise agreements, the respective
franchising authorities may be entitled to terminate the franchise agreements.

Because the Villa Rica cable system is served by one headend and utilizes
integrated cable hardware, the Partnership's proposed upgrade program would
cover all of the seven franchise areas in the Villa Rica, Georgia cable system
(the "Villa Rica Upgrade") and is estimated to require aggregate capital
expenditures of approximately $7.5 million. The Partnership only has $1.1
million of availability under its $2.5 million revolving loan facility and is
limited by the partnership agreement to incur up to a maximum of approximately
$3.0 million of indebtedness. Consequently, even if the Partnership used the
approximately $1.1 million of existing availability under its revolving loan
facility and was able to obtain the additional $500,000 of debt financing
permitted under the terms of the partnership agreement, the Partnership would
still lack approximately $5.9 million of additional funding necessary to
complete the Villa Rica Upgrade.

The Partnership considered seeking an amendment to the partnership
agreement to permit the Partnership to incur sufficient indebtedness to fund
completion of the Villa Rica Upgrade, but concluded that sufficient debt
financing was not available. As a result, the Partnership engaged a business
broker to solicit offers for its cable systems, but received only two
preliminary offers (the "Initial Offers"), each of which excluded the Ivins,
Utah and Fisk, Missouri cable systems and contained material closing conditions
and potential material purchase price adjustments. The Partnership concluded
that it was not in the best interests of unitholders to accept either of the
Initial Offers because, among other things, neither Initial Offer constituted an
offer to purchase all of the cable systems, and each Initial Offer was subject
to material closing conditions and potential material purchase price
adjustments. Subsequent to the Partnership's receipt of the Initial Offers, the
Partnership received an offer (the "Falcon Offer") from certain subsidiaries of
FCLP (the "Purchasers") to purchase all of the Partnership's cable systems for
$10,473,200 in cash. The Falcon Offer includes a price for the Villa Rica cable
system which exceeds the highest of the Initial Offers by approximately 2.5%,
contains no potential purchase price adjustments and only limited closing
conditions. After the Partnership received the Falcon Offer, the Partnership
received an additional offer solely for the Fisk, Missouri cable system (the
"Fisk Offer"). The Partnership concluded that it was not in the best interests
of the unitholders to accept the Fisk Offer because, among other things, the
Fisk Offer did not constitute an offer to purchase all of the cable systems, and
the Falcon Offer includes a price for the Fisk, Missouri cable system that
exceeds the Fisk Offer by approximately 15%.

The Corporate General Partner believes that accepting the Falcon Offer is
in the best interests of the Partnership and the unitholders. Accordingly, the
Partnership and the Purchasers entered into an Asset Purchase Agreement, dated
November 6, 1998 (the "Purchase Agreement"), for the purchase and sale of all

F-10
<PAGE> 103
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- POTENTIAL SALE OF PARTNERSHIP ASSETS (CONTINUED)
of the Partnership's assets, subject to limited partner approval as discussed
below. If the sale is consummated, the Corporate General Partner will make one
or more liquidating distributions to the partners and, after providing for the
payment of the Partnership's obligations, cause the Partnership to dissolve,
terminate and be liquidated. After repayment of the Partnership's existing
obligations, the Partnership presently estimates that liquidating distributions
to unitholders would total between $220 and $230 per unit, less applicable
taxes, if any. The sale will require the holders of at least a majority of the
Partnership's limited partnership units to consent to the sale, to certain
amendments to the partnership agreement and to the liquidation.

Should the Falcon Offer be rejected by the unitholders, the Partnership
would need to amend the partnership agreement to seek additional sources of
capital, of which there can be no assurance, seek to renegotiate the franchise
agreements to delay the required rebuilds, or limit, to the extent possible, the
upgrade expenditures to those franchises with required rebuilds. If the above
actions are not sufficient to meet the Partnership's franchise requirements, the
Partnership would need to seek additional potential buyers for its cable
television systems.

As of December 31, 1998, the Partnership had incurred costs of
approximately $90,500 related to the proposed sale, which have been expensed.

NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998
----------- -----------
<S> <C> <C>
Cable television systems.......................... $ 6,531,200 $ 7,132,300
Vehicles, furniture and equipment, and leasehold
improvements.................................... 190,800 313,300
----------- -----------
6,722,000 7,445,600
Less accumulated depreciation and amortization.... (3,244,600) (3,937,500)
----------- -----------
$ 3,477,400 $ 3,508,100
=========== ===========
</TABLE>

NOTE 5 -- DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Cash and Cash Equivalents

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

Notes Payable

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

NOTE 6 -- NOTE PAYABLE -- AFFILIATE

On September 30, 1997, the Partnership refinanced its existing debt with a
credit facility from a subsidiary of the Corporate General Partner, Enstar
Finance Company, LLC ("EFC"). EFC obtained a secured bank facility of $35
million from two agent banks in order to obtain funds that would in turn be
advanced to the Partnership and certain of the other partnerships managed by the
Corporate General Partner. The Partnership entered into a loan agreement with
EFC for a revolving loan facility (the "Facility") of

F-11
<PAGE> 104
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- NOTE PAYABLE -- AFFILIATE (CONTINUED)
$2,528,900 of which $1,750,000 was advanced to the Partnership at closing. Such
funds together with available cash were used to repay the Partnership's previous
note payable balance of $1,077,100 and related interest expense, deferred
management fees and reimbursed expenses of $387,500 due the Corporate General
Partner and deferred programming fees of $408,000 owed to an affiliated
partnership. Outstanding borrowings at December 31, 1998 were $1,400,000.

The Partnership's Facility matures on August 31, 2001, at which time all
amounts then outstanding are due in full. Borrowings bear interest at the
lender's base rate (7.75% at December 31, 1998) plus 0.625%, or at an offshore
rate plus 1.875%. The Partnership is permitted to prepay amounts outstanding
under the Facility at any time without penalty, and is able to reborrow
throughout the term of the Facility up to the maximum commitment then available
so long as no event of default exists. If the Partnership has "excess cash flow"
(as defined in its loan agreement) and has leverage, as defined, in excess of
4.25 to 1, or receives proceeds from sales of its assets in excess of a
specified amount, the Partnership is required to make mandatory prepayments
under the Facility. Such prepayments permanently reduce the maximum commitment
under the Facility. The Partnership is also required to pay a commitment fee of
0.5% per annum on the unused portion of its Facility, and an annual
administrative fee. Advances by EFC under its partnership loan facilities are
independently collateralized by individual partnership borrowers so that no
partnership is liable for advances made to other partnerships. Borrowings under
the Partnership's Facility are collateralized by substantially all assets of the
Partnership. At closing, the Partnership paid to EFC a $25,700 facility fee.
This represented the Partnership's pro rata portion of a similar fee paid by EFC
to its lenders. In connection with this refinancing, the Partnership wrote off
$3,200 in 1997 in deferred loan costs relating to the former bank credit
agreement.

The Facility contains certain financial tests and other covenants
including, among others, restrictions on incurrence of indebtedness,
investments, sales of assets, acquisitions and other covenants, defaults and
conditions and compliance with material terms of various agreements. The
Facility does not restrict the payment of distributions to partners unless an
event of default exists thereunder or the Partnership's ratio of debt to cash
flow is greater than 4 to 1. The Partnership was in violation of a loan covenant
pertaining to its franchise compliance for which it received a waiver through
December 31, 1999 from EFC and its lenders. The Partnership believes it was in
compliance with all other covenants as of December 31, 1998.

The Corporate General Partner contributed a $244,600 receivable balance due
from the Partnership for deferred management fees and reimbursed expenses as an
equity contribution to EFC. This balance remains an outstanding obligation of
the Partnership.

NOTE 7 -- COMMITMENTS AND CONTINGENCIES

The Partnership leases tower sites associated with its systems under
operating leases expiring in various years through 2003.

Future minimum rental payments under non-cancelable operating leases that
have remaining terms in excess of one year as of December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
---- -------
<S> <C>
1999..................................... $ 7,500
2000..................................... 7,800
2001..................................... 2,400
2002..................................... 600
-------
$18,300
=======
</TABLE>

F-12
<PAGE> 105
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
Rentals, other than pole rentals, charged to operations approximated
$17,300, $18,300 and $21,600 in 1996, 1997 and 1998, respectively. Pole rentals
approximated $40,800, $47,500 and $49,200 in 1996, 1997 and 1998, respectively.

Capital expenditures of approximately $2.9 million will be necessary to
upgrade existing cable television systems in 1999 as required by three franchise
agreements, but the Partnership intends to spend approximately $7.5 million in
total to upgrade its systems. The Partnership is unable to obtain adequate
capital to accomplish these upgrades. See Note 3. One of the Partnership's
franchise agreements in the Villa Rica cable system requires the Partnership to
have completed an upgrade to the cable system by February 7, 1999 and the
Partnership has not yet completed that upgrade. Another of the Partnership's
franchise agreements in the Villa Rica system requires the Partnership to
complete an upgrade to the cable system by May 20, 1999 and the Partnership
expects that it will not have completed that upgrade by the required date. The
Partnership has commenced each of the upgrades and has not received any
indication from either of the franchising authorities that they intend to take
any action adverse to the Partnership as the result of the Partnership's
noncompliance with the upgrade requirements in the respective franchise
agreements. There can be no assurance, however, that the franchising authorities
will not take action that is adverse to the Partnership.

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

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

F-13
<PAGE> 106
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 -- TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

The Partnership has a management and service agreement (the "Agreement")
with a wholly owned subsidiary of the Corporate General Partner (the "Manager")
for a monthly management fee of 5% of gross receipts, as defined, from the
operations of the Partnership. Management fee expense was $126,200, $145,900 and
$151,500 in 1996, 1997 and 1998, respectively.

In addition to the monthly management fee, the Partnership reimburses the
Manager for direct expenses incurred on behalf of the Partnership, and for the
Partnership's allocable share of operational costs associated with services
provided by the Manager. All cable television properties managed by the
Corporate General Partner and its subsidiaries are charged a proportionate share
of these expenses. The Corporate General Partner has contracted with FCLP and
its affiliates to provide management services for the Partnership. Corporate
office allocations and district office expenses are charged to the properties
served based primarily on the respective percentage of basic customers or homes
passed (dwelling units within a system) within the designated service areas.
Reimbursed expenses were $105,200, $121,900 and $122,900 in 1996, 1997 and 1998,
respectively.

The payment of management fees and reimbursed expenses was deferred in
prior years. On September 30, 1997, the Partnership obtained new financing and
subsequently used such borrowings and other available cash to pay $387,500 of
its cumulative deferred balance, which approximated $632,100. The remainder of
these deferred amounts was contributed as an equity contribution by the
Corporate General Partner to EFC. See Note 6. In the normal course of business,
the Partnership pays interest and principal to EFC.

The Partnership also receives certain system operating management services
from affiliates of the Corporate General Partner in addition to the Manager due
to the fact that there are no such employees directly employed by the
Partnership. The Partnership reimburses the affiliates for its allocable share
of the affiliates' operational costs. The total amount charged to the
Partnership for these costs approximated $243,000, $266,100 and $290,400 in
1996, 1997 and 1998, respectively. No management fee is payable to the
affiliates by the Partnership and there is no duplication of reimbursed expenses
and costs paid to the Manager.

Substantially all programming services have been purchased through FCLP.
FCLP, in the normal course of business, purchases cable programming services
from certain program suppliers owned in whole or in part by affiliates of an
entity that became a general partner of FCLP on September 30, 1998. Such
purchases of programming services are made on behalf of the Partnership and the
other partnerships managed by the Corporate General Partner as well as for
FCLP's own cable television operations. FCLP charges the Partnership for these
costs based on an estimate of what the Corporate General Partner could negotiate
for such programming services for the 15 partnerships managed by the Corporate
General Partner as a group. The Partnership recorded programming fee expense of
$451,900, $526,800 and $607,300 in 1996, 1997 and 1998, respectively. The
payment of programming fees to FCLP was deferred in prior years. On September
30, 1997, the Partnership utilized borrowings from its Facility together with
available cash to pay its cumulative deferred programming expense balance, which
approximated $408,000. Programming fees are included in service costs in the
statements of operations.

The Partnership has entered into the Purchase Agreement to sell
substantially all of its assets to certain of its affiliates. See Note 3.

NOTE 9 -- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

During the years ended December 31, 1996, 1997 and 1998, cash paid for
interest amounted to $148,700, $114,400 and $162,100, respectively.

F-14
<PAGE> 107

ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.

CONSENT CARD

CONSENT IS SOLICITED ON BEHALF OF ENSTAR COMMUNICATIONS CORPORATION
("ECC"), AS GENERAL PARTNER AND ON BEHALF OF ENSTAR INCOME/GROWTH PROGRAM SIX-B,
L.P. (THE "PARTNERSHIP"). ECC RECOMMENDS CONSENT ON THE LIQUIDATION PLAN.

Unitholders should not send any Units with this Consent Card. Unitholders
are urged to mark, sign, date and mail promptly this Consent Card in the
envelope provided. The Consent Card must be received at the address of the
Soliciting Agent by no later than 5:00 p.m., Los Angeles time on May 27, 1999
(unless such date and/or time is extended in the sole discretion of ECC acting
on behalf of the Partnership). THIS CARD SHALL BE DEEMED TO APPROVE THE
LIQUIDATION PLAN IF NOT INDICATED TO THE CONTRARY.

EACH CONSENT CARD MUST BE SIGNED AND DATED.

Sign exactly as addressed to you. Joint owners should each sign. If signing
as executor, administrator, attorney, trustee, or guardian, give title as such.
If a corporation, sign in full corporate name by authorized officer. If a
partnership, sign in the name of authorized person.

-over-
<PAGE> 108

THE LIQUIDATION PLAN

The undersigned hereby votes all Units beneficially owned by the
undersigned with respect to the Liquidation Plan as follows:

[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN

Please refer to the Consent Solicitation Statement, dated April 30, 1999,
for a full description of the Liquidation Plan.

-------------------------
Signature

Title

- --------------------------------------------------------------------------------

Dated: , 199

----------------------------------------------------------

PLEASE SIGN, DATE AND RETURN THIS CONSENT CARD USING THE ENCLOSED ENVELOPE.