AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 27, 2002

PRELIMINARY CONSENT SOLICITATION STATEMENT
FILED ON SCHEDULE 14A

CONSENT SOLICITATION 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:

/X/ Preliminary Proxy Statement

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

/ / Definitive Proxy Statement

/ / Definitive Additional Materials

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

ENSTAR INCOME PROGRAM 1984-1, L.P.
------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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: 29,940

(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 from the proposed sale
of assets, which the Registrant believes will be $3,916,288 multiplied
by .000092.

(4) Proposed maximum aggregate value of transaction: $3,916,288

(5) Total fee paid: $361.00

/ / Fee paid previously with preliminary materials.

/ / 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) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

PRELIMINARY COPY

THE TRANSACTION DESCRIBED IN THE ATTACHED CONSENT SOLICITATION STATEMENT HAS NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") OR ANY STATE SECURITIES COMMISSION OR AGENCY, NOR HAS THE
COMMISSION OR ANY SUCH STATE COMMISSION OR AGENCY 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.

ENSTAR INCOME PROGRAM 1984-1, L.P.
C/O ENSTAR COMMUNICATIONS CORPORATION
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131

___________, 2003

Dear Limited Partner:

As a holder of limited partnership units ("units") of Enstar Income
Program 1984-1, L.P. ("Enstar 1984" or the "partnership"), you are being asked
to vote upon a plan of liquidation (the "Liquidation Plan") for Enstar 1984.
Enstar 1984 owns and operates cable television systems in and around the
communities of Bolivar, Brownsville and Covington, Tennessee and Snow Hill,
North Carolina (collectively, the "system"). Enstar Communications Corporation
is the general partner of Enstar 1984 ("general partner"). If consummated, the
Liquidation Plan will result in the sale of the system and the subsequent
dissolution and termination of Enstar 1984. Under the Liquidation Plan, we
expect that Enstar 1984 will distribute to each holder of units (each a
"unitholder") a total of approximately $113 per unit, before applicable taxes,
in respect of the sale of the system.

As more fully described in the attached consent solicitation statement,
the Liquidation Plan authorizes:

o Enstar 1984 to sell the system to Telecommunications Management, LLC, a
Missouri limited liability company ("Telecommunications"), under an
asset purchase agreement for a sale price of approximately $3,916,288
in cash, subject to closing sale price adjustments, an escrow for
indemnity claims and customary closing conditions (the
"Telecommunications Sale"); and

o the subsequent dissolution, termination and liquidation of Enstar 1984
through one or more liquidating distributions to the general partner
and the unitholders and authorization for the general partner to send
notices to the limited partners of the dissolution, in accordance with
Enstar 1984's partnership agreement (the "Liquidation").

The Liquidation Plan will not be implemented unless it is approved by
unitholders holding a majority of the units.

Telecommunications, the potential buyer of the system, ultimately was
the purchaser we found who made what we believe was the best offer for the best
resulting transaction for the sale of the system during the more than two-year
period in which we sought purchasers for the system. Telecommunications is an
independent third party buyer and is not affiliated with Enstar 1984 or the
general partner. We negotiated for the sale of the system in a process which we
believe produced the best possible sale transaction for the system. For these
and other reasons that are discussed in the accompanying consent solicitation
statement, we believe that the Liquidation Plan is the best alternative
available to the unitholders, and recommend that you vote to APPROVE the
Liquidation Plan.

Please complete and 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.

We urge you to read carefully the attached consent solicitation
statement in its entirety before voting. The consent solicitation statement sets
forth our reasons for believing that the Liquidation Plan is the best
alternative available to the unaffiliated unitholders (see "Special
Factors--Best Available Transaction" on pages 18-21) and the basis for our
recommendation (see "Special Factors--Recommendation of the Corporate General
Partner and other Filing Persons" on pages 21-23); and describes in detail the
Telecommunications Sale and the Liquidation (see "Liquidation Plan Summary" on
pages 4-6, and "Questions and Answers About the Liquidation Plan" on pages 7-10
and "Special Factors" on pages 13-36). If you have any questions, or need
assistance in completing and returning your consent card, please feel free to
contact Enstar 1984's soliciting agent, D.F. King & Co., Inc., at
(800) 207-2014.

You may also contact us at our principal executive offices at
12405 Powerscourt Drive, St. Louis, Missouri 63131, Attention: Partnership
Relations; telephone: (314) 543-2389.

Very truly yours,
Enstar Communications Corporation
General Partner

ENSTAR INCOME PROGRAM 1984-1, L.P.
C/O ENSTAR COMMUNICATIONS CORPORATION
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131

NOTICE OF CONSENT SOLICITATION

____________, 2003

To the Limited Partners of Enstar Income Program 1984-1, L.P.:

NOTICE IS HEREBY GIVEN to the holders (the "unitholders") of the
limited partnership units (the "units") of Enstar Income Program 1984-1, L.P., a
Georgia limited partnership ("Enstar 1984" or the "partnership"), that Enstar
Communications Corporation, a Georgia corporation and the general partner of
Enstar 1984 ("Enstar Communications", the "general partner", "we" or "us"), is
soliciting written consents on behalf of Enstar 1984 to approve a plan of
liquidation (the "Liquidation Plan").

Enstar 1984 currently owns and operates cable television systems in and
around the communities of Bolivar, Brownsville and Covington, Tennessee and Snow
Hill, North Carolina (collectively, the "system"). Under the Liquidation Plan,
the partnership is proposing to sell its cable television system assets to
Telecommunications Management, LLC, a Missouri limited liability company
("Telecommunications"), and the partnership will subsequently dissolve and
terminate its operations.

The Liquidation Plan authorizes:

o the partnership to sell the system to Telecommunications under an asset
purchase agreement for a sale price of approximately $3,916,288 in
cash, subject to closing sale price adjustments, an escrow for
indemnity claims and customary closing conditions (the
"Telecommunications Sale"); and

The Telecommunications Sale and Liquidation are more fully described in
the attached consent solicitation statement under "Liquidation Plan Summary" on
pages 4-6, "Questions and Answers About the Liquidation Plan" on pages 7-10 and
"Special Factors" on pages 13-36.

Enstar 1984 is seeking to obtain approval of the Liquidation Plan from
its unitholders through the solicitation of written consents. No meeting of the
unitholders will be held. The consent of unitholders holding a majority of the
outstanding units on the record date (as defined below) is required in order to
adopt the Liquidation Plan, and will bind all of the unitholders.

The close of business on _________, 2003 is the record date for
determining the limited partners entitled to receive notice of the solicitation
of consents and to consent to the Liquidation Plan. Consents of the limited
partners will be solicited during the period (the "Solicitation Period"), which
begins on __________, 2003 and will end at 5:00 p.m., New York City time, on the
earlier of (1) the date on which the consents of limited partners holding a
majority of the units entitled to consent and approving the Liquidation Plan are
received by us and/or the soliciting agent; or (2) ________, 2003 (or, if the
Solicitation Period is extended by the general partner, at 5:00 p.m., New York
City time, on the expiration date of the extended Solicitation Period).

Please indicate your approval, disapproval or abstention with respect
to the Liquidation Plan by marking and signing the enclosed consent card and
returning it in the enclosed self-addressed envelope to D.F. King & Co., Inc.,
our soliciting agent, at 77 Water Street, New York, New York 10005. If you sign
and send in the enclosed consent card but do not indicate how you want to vote
as to the Liquidation Plan, your consent card will be treated as voting to
APPROVE the Liquidation Plan. If you fail to send in your consent card, it will
have the same effect as a vote to "DISAPPROVE" the Liquidation Plan.

You may change your vote at any time before the expiration of the
Solicitation Period. You can do this by sending a written notice dated later
than your consent card stating that you would like to revoke or change your
vote, or by completing and submitting 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,
D.F. King & Co., Inc. If you instructed a broker to vote your units, you must
follow your broker's directions for changing those instructions. To be
effective, your notice of revocation or new consent card must be received by
D.F. King & Co., Inc. before the end of the original Solicitation Period or
extended Solicitation Period, as the case may be.

For more information, you may contact the partnership and the general
partner at their principal executive offices at 12405 Powerscourt Drive,
St. Louis, Missouri 63131, Attention: Partnership Relations; telephone:
(314) 543-2389.

Your approval is important. Please read the consent solicitation
statement and attached exhibits 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 D.F. King &
Co., Inc. Your prompt response is appreciated.

ENSTAR COMMUNICATIONS CORPORATION

GENERAL PARTNER

- ii -

TABLE OF CONTENTS

ENSTAR INCOME PROGRAM 1984-1, L.P.

INTRODUCTION........................................................ 2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS ..................................................... 3
LIQUIDATION PLAN SUMMARY............................................ 4
QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN.................... 7
WHO CAN HELP ANSWER YOUR QUESTIONS.................................. 11
OWNERSHIP STRUCTURE CHART........................................... 12
SPECIAL FACTORS..................................................... 13
General.......................................................... 13
Purpose and Reasons for the Telecommunications Sale.............. 13
Alternatives to Liquidation Plan Not Prudent..................... 15
Ability to Sell Units............................................ 16
Effects of the Transaction....................................... 16
Best Available Transaction....................................... 18
Recommendation of the General Partner and Other Filing Persons... 21
Related Party Transactions....................................... 23
Conflicts of Interest............................................ 24
The Telecommunications Purchase Agreement........................ 24
Description of Assets............................................ 31
Use of Proceeds and Cash Distributions........................... 31
Disadvantages of the Liquidation Plan............................ 32
Consequences of Failure to Approve the Liquidation Plan.......... 33
Liquidation of Enstar 1984....................................... 33
Federal Income Tax Consequences of the Liquidation Plan.......... 33
State Tax Consequences........................................... 35
No Appraisal Rights.............................................. 36
NO ESTABLISHED MARKET PRICES FOR PARTNERSHIP UNITS.................. 36
DISTRIBUTIONS TO UNITHOLDERS........................................ 36
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF..................... 36
IDENTITY AND BACKGROUND OF CERTAIN PERSONS.......................... 37
Enstar Communications Corporation................................ 37
Charter Communications, Inc...................................... 40
Charter Communications Holding Company, LLC...................... 42
VOTING PROCEDURES................................................... 42
AVAILABLE INFORMATION............................................... 43
INFORMATION INCORPORATED BY REFERENCE............................... 44

EXHIBITS

Exhibit A: Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.

Exhibit B: Quarterly Report on Form 10-Q for the fiscal quarter ended
September 20, 2002.

ENSTAR INCOME PROGRAM 1984-1, L.P.
C/O ENSTAR COMMUNICATIONS CORPORATION
12405 POWERSCOURT DRIVE
ST. LOUIS, MISSOURI 63131

, 2003
-------------

------------------------------
CONSENT SOLICITATION STATEMENT
------------------------------

INTRODUCTION

Enstar Communications Corporation, a Georgia corporation ("Enstar
Communications," the "general partner", "we" or "us"), is the general partner of
Enstar Income Program 1984-1, L.P., a Georgia limited partnership ("Enstar 1984"
or the "partnership").

Enstar 1984 currently owns and operates cable television systems in and
around the communities of Bolivar, Brownsville and Covington, Tennessee and Snow
Hill, North Carolina, which had an aggregate of approximately 5,700 basic
subscribers as of November 30, 2002. The cable television systems and the
related assets owned by the partnership are collectively referred to as the
"system," the "partnership's system," or "Enstar 1984's system." The system
consists of all of the partnership's operating assets.

Through this consent solicitation statement, we are asking the holders
of Enstar 1984's limited partnership units ("units" and the holders thereof
"unitholders") to approve a plan of liquidation for Enstar 1984, including the
proposed sale of the partnership's cable system assets and the subsequent
dissolution of Enstar 1984.

In particular, you are being asked to vote on the following plan of
liquidation (the "Liquidation Plan") that includes authorization of the
following:

o the sale by Enstar 1984 of the system to Telecommunications Management,
LLC, a Missouri limited liability company ("Telecommunications"), under
an asset purchase agreement for a sale price of approximately
$3,916,288 in cash, subject to closing sale price adjustments, an
escrow for indemnity claims and customary closing conditions (the
"Telecommunications Sale"); and

The close of business on , 2003 is the record date for
----------
determining the unitholders entitled to receive notice of the solicitation of
consents and to consent to the Liquidation Plan. On November 30, 2002, there
were 29,940 outstanding units of Enstar 1984 entitled to vote on the Liquidation
Plan, which were held by approximately 755 unitholders. Unitholders will be
notified as soon as practicable as to the results of this solicitation.

The soliciting agent, D.F. King & Co., Inc., has been retained to
assist Enstar Communications in soliciting the consents with respect to the
Liquidation Plan for a base fee of approximately $3,750, plus additional fees
and reimbursement of expenses, estimated at approximately $5,000. All costs
associated with the solicitation will be paid by Enstar 1984.

- 2 -

Neither Enstar 1984's partnership agreement nor the Georgia Revised
Uniform Limited Partnership Act, under which Enstar 1984 is governed, provides
rights of appraisal or other similar rights to unitholders who dissent from the
vote of a majority-in-interest in approving or disapproving the Liquidation
Plan. For more information, please see "Special Factors--No Appraisal Rights" on
page 36.

This consent solicitation statement is being furnished to the
unitholders by the following entities, which are collectively called the "Filing
Persons:" the partnership; the general partner of the partnership; Charter
Communications Holding Company, LLC ("Holdco"); and their ultimate parent,
Charter Communications, Inc. ("Charter, Inc."). More information about the
Filing Persons and their respective executive officers and directors is
contained in the "Ownership Structure Chart" on page 12, and "Identity and
Background of Certain Persons" on pages 37-42.

For the reasons set forth in the sections of this consent solicitation
statement under the headings "Special Factors--Purpose and Reasons for the
Telecommunications Sale -- Reasons" (on pages 13-15), "-- Best Available
Transaction" (on pages 18-21) and "-- Recommendation of the General Partner and
other Filing Persons" (on pages 21-23), the general partner believes that the
Liquidation Plan is in the best interests of Enstar 1984 and the unitholders,
and the general partner and the other Filing Persons believe that the
Liquidation Plan is the best alternative available to the unitholders, and
recommend that you vote to "APPROVE" the Liquidation Plan.

Please read this consent solicitation statement and the accompanying
exhibits carefully. You can find additional information about Enstar 1984 in its
Annual Report on Form 10-K for the year ended December 31, 2001, its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and
September 30, 2002 and its other reports filed with the Securities and Exchange
Commission. You can obtain these reports from the partnership and/or the general
partner at their principal executive offices at 12405 Powerscourt Drive,
St. Louis, Missouri 63131, Attention: Partnership Relations; or call
(314) 543-2389 (which is also the principal executive offices of each of the
other Filing Persons).

This consent solicitation statement and the accompanying consent card
are first being mailed to the limited partners on or about _________, 2003.

The date of this consent solicitation statement is __________, 2003.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

This consent solicitation statement includes certain forward-looking
statements regarding, among other things, future results of operations,
regulatory requirements, competition, capital needs, general business
conditions applicable to us and the anticipated effect on unitholders of the
proposed Liquidation Plan. Such forward-looking statements involve risks and
uncertainties including, without limitation, the uncertainty of legislative and
regulatory changes, the rapid developments in the competitive environment
facing cable television operators such as the partnership, and the completion
of the Telecommunications Sale and Liquidation Plan in accordance with their
respective terms. In addition to the information provided herein, reference is
made to the accompanying copies of our Annual Report on Form 10-K for the year
ended December 31, 2001 and our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 for additional information regarding such matters and
the effect thereof on the partnership's business.

- 3 -

LIQUIDATION PLAN SUMMARY

The following summary highlights very important information contained
elsewhere in this consent solicitation statement, but does not contain all of
the information in this consent solicitation statement that may be important to
your decision. You should carefully read this entire document, including the
exhibits, before you decide whether to approve or disapprove the Plan of
Liquidation.

o BACKGROUND. In 1999 we commenced a process of seeking purchasers
for all of the cable television systems of the partnership, as well as other
cable systems operated by 13 affiliated partnership cable operators ("Enstar
partnerships"). This effort was undertaken primarily because, based on our
experience in the cable television industry, we concluded that generally
applicable market conditions and competitive factors were making (and would
increasingly make) it extremely difficult for smaller operators of rural cable
systems (such as the partnership and the other affiliated Enstar partnerships)
to effectively compete and be financially successful.

o THE TELECOMMUNICATIONS SALE. The terms and conditions of the
Telecommunications Sale are summarized below. The Telecommunications Sale will
be accounted for using the purchase method of accounting. For more information,
please see "Special Factors -- The Telecommunications Purchase Agreement" on
pages 24-30.

THE SALE PRICE. Telecommunications will acquire the cable
television assets of ten partnerships managed by the general partner,
of which Enstar 1984's system is a part, under an asset purchase
agreement. The sale price will be approximately $15,341,639 for all of
the cable television assets of the selling partnership's (the
"sellers"), subject to closing sale price adjustments, an escrow for
indemnity claims and customary closing conditions. In its bid for all
of these systems, Telecommunications allocated the total purchase price
among each of the systems being sold, with approximately $3,916,288 to
be paid to Enstar 1984 for its system. Telecommunications bid was based
on a price of $656 per subscriber for that portion of the system in
Tennessee and $600 per subscriber for that portion of the system in
North Carolina.

SALE PRICE ADJUSTMENTS. The sale price to be paid to the
partnership is subject to customary working capital closing
adjustments. In addition, Telecommunications assigned a prescribed
target number of subscribers at closing for the system. This target
number was 4,722 for that portion of the system in Tennessee and 1,365
for that portion of the system in North Carolina, and any shortfall in
that target number for the system will result in the sale price being
reduced by $656 per Tennessee subscriber and $600 per North Carolina
subscriber. At November 30, 2002, that portion of the system located in
Tennessee had approximately 4,300 basic subscribers and that portion of
the system located in North Carolina had approximately 1,400.

INDEMNIFICATION. Telecommunications will deposit $500,000 of
the sale price in an escrow to provide funds for the payment of any
indemnification to which Telecommunications may be entitled arising
after the closing when total claims against the sellers exceed
$100,000. Of the $500,000 deposited by Telecommunications in escrow,
$127,636 is allocated as the partnership's portion of the purchase
price placed in escrow. The partnership has agreed on its own behalf,
and not jointly with the other sellers, that it will indemnify
Telecommunications for breaches of its representations and warranties
and for liabilities of the partnership accruing prior to the closing.
Total indemnification claims by Telecommunications may not exceed an
aggregate of $1,600,000 for all the sellers. Accordingly, the
partnership will not receive the full purchase price at closing.
Amounts placed in escrow will remain in escrow for a period of 13
months after closing.

- 4 -

CLOSING CONDITIONS. The closing of the Telecommunications Sale
is subject to several conditions any or all of which may be waived by
the appropriate party, which include:

o each representation and warranty made by the sellers
in the asset purchase agreement with
Telecommunications shall have been materially true
and correct as of the date made and the closing date;

o the sellers shall have performed and complied with
all covenants made by them;

o the sellers shall have obtained the required
Material Consents, as that term is defined in the
asset purchase agreement with Telecommunications;

o no judgment, decree, order or other legal prohibition
having the force of law shall be in effect on the
closing date that would prevent or make the closing
unlawful;

o each of the sellers shall have furnished to
Telecommunications certain required certificates,
bills of sale, assignments, assumptions, consents and
other agreements;

o each of the sellers shall have obtained any and all
necessary partner consents, which includes the
consent of a majority-in-interest of the limited
partners of each of the sellers;

o there shall have been no material adverse changes in
the business, financial condition or prospects of the
systems since the date of the asset purchase
agreement with Telecommunications;

o an affiliate of the sellers will enter into a master
advertising sales agreement with Telecommunications;
and

o satisfactory completion by Telecommunications of its
due diligence investigation and audit of the sellers.

These conditions apply to all of the sellers and the failure of one
seller to satisfy these conditions can prevent the other sellers from
closing their transactions with Telecommunications. However, the
purchase agreement with Telecommunications does allow for closing of
the sale of some, but not all, of the systems if all of the conditions
of the purchase agreement have been satisfied or waived with respect to
certain primary cable television systems, which includes all of Enstar
1984's system except for that portion of the system located in Snow
Hill, North Carolina. At a partial closing, only the assets of those
systems for which conditions have been satisfied or waived will be sold
to Telecommunications.

o DISSOLUTION AND LIQUIDATION OF ENSTAR 1984. Under the Liquidation
Plan, Enstar 1984 will dissolve and, as part of the winding-up process of the
general partner of the partnership will sell or otherwise dispose of any
remaining assets of the partnership, and pay off the partnership's remaining
debts and obligations, including paying or providing for the payment of the
expenses of the Telecommunications Sale and the partnership's obligations to the
general partner and its affiliates described under "--Special Factors--Conflicts
of Interest" on page 24. The general partner will then make one or more
liquidating distributions to itself and the unitholders of the partnership's
remaining assets, in accordance with the partnership agreement. We currently
estimate that pre-tax liquidating distributions to the unitholders in

- 5 -

respect of the Telecommunications Sale will total approximately $113 per
unit, after estimated closing adjustments, taxes and closing and liquidation
expenses. The general partner will receive an estimated liquidating distribution
of approximately $34,200 in the aggregate in respect of the Telecommunications
Sale.

We presently expect that the Telecommunications Sale will close on or
before June 30, 2003. The partnership will not be terminated until after the
Telecommunications Sale. We anticipate making the initial liquidating
distribution approximately 90 days after the closing of the Telecommunications
Sale. We also expect that after required closing adjustments are completed and
escrow proceeds are released (which we expect to occur approximately 13 months
after the closing of the Telecommunications Sale), final liquidating
distributions will be made of any remaining funds. For more information, please
see "Special Factors -- Use of Proceeds and Cash Distributions" on pages 31-32,
and "-- Liquidation of Enstar 1984" on page 33.

o DETERMINATION OF THE SALE PRICE. During the more than two-year
period during which we sought purchasers for the system we ultimately concluded
that Telecommunications offered the best available transaction to sell the
system. The offer from Telecommunications was obtained through a broadly based
solicitation process, in which an experienced cable television industry broker
marketed the system and the cable television systems of the other affiliated
limited partnerships to what we and the other Filing Persons believe was fairly
representative of the universe of possible purchasers. The process was also
confidential: neither the broker, Telecommunications nor any other bidder knew
the prices or other terms of the other bidders' offers, and the general partner
of Enstar 1984 did not know the contents of any bid, until all the bids were
received and the deadline for the submission of bids had passed. We and the
other Filing Persons believe that this process acted as a "market check" that
enabled the general partner to objectively determine the present range of market
values for the system and obtain what the general partner and the other Filing
Persons believe to be the best transaction currently available in the market.

Based on the foregoing, we and the other Filing Persons have concluded
that approval of the Liquidation Plan is in the best interests of Enstar 1984
and the unitholders. For more information, please see "Special Factors--Purpose
and Reasons for the Telecommunications Sale" on pages 13-15, "-- Best Available
Transaction" on pages 18-21 and "-- Recommendation of the General Partner and
other Filing Persons" on pages 21-23.

o REQUIRED VOTE. The Liquidation Plan must be approved by the holders
of a majority of the units outstanding on the Record Date (_______, 2003). None
of the unitholders is an affiliate of Enstar 1984, the general partner, any
other Filing Person or an affiliate of any of them.

o VOTING PROCEDURES. Please see "Voting Procedures" on pages 42-43 for
instructions on how and when to return your consent card, voting deadlines and
changing your vote.

- 6 -

QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN

Q: WHY IS THE SALE OF THE ENSTAR SYSTEM BEING PROPOSED?

A: We believe that now is the appropriate time, and it is in the best
interests of the unitholders, to sell the system and liquidate Enstar 1984
because:

o the system continues to face significant competition from direct
broadcast satellite ("DBS") operators, an overbuild of the system in
Covington, Tennessee and may potentially face increased competition
from a system that could be built by the city of Bolivar, Tennessee;

o we estimate that upgrading the system would cost approximately $12.2
million to $14.6 million in order to offer services comparable to those
offered by competing DBS operators, which we believe cannot be viably
supported by the partnership's potential revenues and operating income;

o we believe that if the system is not upgraded to be competitive with
DBS operators, the system will continue to lose subscribers and
revenues and the operating income of the partnership will continue to
decline, as will the system's market value; and

o we believe that the available alternatives to the Liquidation Plan are
not prudent. For more information, please see "Special Factors--Purpose
and Reasons for the Telecommunications Sale" on pages 13-15; "--Best
Available Transaction" on pages 18-21; "--Recommendation of the General
Partner and the other Filing Persons" on pages 21-23; and
"--Consequences of Failure to Approve the Liquidation Plan" on page 33.

Q: HOW WAS THE ENSTAR SYSTEM MARKETED?

A: The system originally was marketed on a combined basis with cable
television systems of 13 other affiliated Enstar partnerships. The bidding
process for the system was conducted by Daniels & Associates, L.P., a prominent
business broker with extensive expertise in the cable and telecommunications
industry. The broker marketed the partnership's cable television systems, as
well as the cable systems of the other affiliated Enstar partnerships, to third
parties whom Daniel & Associates, L.P. identified as being likely to have an
interest in acquiring the systems. Ultimately, this process, which took over two
years, resulted in our conclusion that Telecommunications offered the best
available transaction for the sale of Enstar 1984's system. For more
information, please see "Special Factors--Purpose and Reasons for the
Telecommunications Sale" on pages 13-15.

Q: WHY IS ENSTAR 1984 DISSOLVING?

A: All of the cable television assets of Enstar 1984 are part of the
system, which will be sold to Telecommunications. Consequently, after the
Telecommunications Sale, Enstar 1984 will not have any cable television system
assets, and will no longer be able to fulfill its partnership purpose, which is
to own and operate cable television systems. Therefore, Enstar 1984 will
dissolve after completing the Telecommunications Sale, paying its debts and
distributing remaining assets to its partners. For more information, please see
"Special Factors--Liquidation of Enstar 1984" on page 33.

Q: WHAT WILL I RECEIVE AS A RESULT OF THE LIQUIDATION PLAN?

A: You will receive one or more distributions of your share of the net
sale proceeds of the Telecommunications Sale, which we presently estimate will
total approximately $113 per unit, after estimated adjustments and expenses. The
units were initially issued at a price of $250 per unit and, since

- 7 -

such initial issuance, Enstar 1984 has made aggregate cash distributions to the
unitholders of $353.14 per unit. No quarterly distributions have been made to
unitholders since 1990. For more information, please see "Special Factors--Use
of Proceeds and Cash Distributions on pages 31-32"

Q: WHAT WILL MY TOTAL DISTRIBUTIONS BE IF THE LIQUIDATION PLAN IS NOT
COMPLETED?

A: If the Liquidation Plan is not completed, the partnership will
re-examine its ability to pay distributions on a quarterly basis. We cannot
assure you that future distributions will be made, or if made, when or in what
amounts. Apart from the general requirement that cash distributions be made from
available cash flow, after expenses, there are no restrictions on the
partnership's current or future ability to make distributions. No quarterly
distributions have been made since 1990. For more information, please see
"Special Factors -- Consequences of Failure to Approve the Liquidation Plan" on
page 33 and "--Effects of the Transaction -- on the Unitholders" on page 17.

Q: WHAT BENEFITS WILL ENSTAR COMMUNICATIONS AND THE GENERAL PARTNER
RECEIVE IF THE LIQUIDATION PLAN IS COMPLETED?

A: If the Liquidation Plan is completed, Enstar Communications, as the
general partner, will receive distributions of their allocable share of the net
proceeds thereof. We presently estimate the proceeds of the Telecommunications
Sale will total approximately $11,148,400 in the aggregate. We will receive
approximately $358,600 in repayment of deferred management fees owed to us and
our affiliates by Enstar 1984. In addition, we will receive approximately
$469,100 in repayment of deferred expenses owed to us by Enstar 1984. For more
information, please see "Special Factors -- Use of Proceeds and Cash
Distributions" on pages 31-32 and "-- Conflicts of Interest" on page 24.

Q: WHAT ARE THE DISADVANTAGES TO ENSTAR 1984, THE UNITHOLDERS AND THE
GENERAL PARTNER OF COMPLETING THE LIQUIDATION PLAN?

A: The primary disadvantage to Enstar 1984, the unitholders and the
general partner is that they will not benefit from possible improvements in
economic and market conditions, if any, which might produce increased revenues
and operating income for the partnership and possibly increase the sale price of
the system in the future. This risk exists regardless of whether the system is
sold to Telecommunications, or to another party. For more information, please
see "Special Factors -- Disadvantages of the Liquidation Plan" on page 32, "--
Effects of the Transaction -- On Enstar 1984" on pages 16-17, and "-- Effects of
the Transaction -- On the Unitholders" on page 17.

Q: WHAT ARE THE CONSEQUENCES TO ENSTAR 1984, THE UNITHOLDERS AND THE
GENERAL PARTNER IF THE LIQUIDATION PLAN IS NOT CONSUMMATED?

A: If the Liquidation Plan is not completed, Enstar 1984 will continue to
own and operate the system for an indefinite period of time. We cannot assure
you that Enstar 1984 ever will be in a position to make any further
distributions to the unitholders. Further, if the Liquidation Plan is not
approved, we believe the system will continue to face significant competition,
and will lose subscribers at an accelerated rate. In our view, unless the
partnership makes substantial investments, at an estimated cost of approximately
$12.2 million to $14.6 million, to upgrade the system's plant in order to deploy
broadband technology, the system will not be able to offer the quality and
quantity of services that will be needed for the partnership to compete
effectively in its markets. Further, we believe that even if those investments
were made, the partnership would not be able to continue to operate profitably
or to recoup those costs within the remaining terms of its key existing
franchises. The inability of the partnership to operate profitability would
prevent it from continuing its operations. We also cannot assure you that a
future sale of the system

- 8 -

would be on terms equal to or more favorable than those offered by
Telecommunications. For more information, please see "Special Factors --
Consequences of Failure to Approve the Liquidation Plan" on page 33; "-- Effects
of the Transaction -- On Enstar 1984" on pages 16-17; and "-- Effects of the
Transaction -- On the Unitholders" on page 17.

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

A: We are working towards completing the Telecommunications Sale and the
other components of the Liquidation Plan as quickly as possible. We hope to
complete the Telecommunications Sale and the Liquidation Plan on or before
June 30, 2003. For more information, please see "Special Factors --The
Telecommunications Purchase Agreement" on pages 24-30.

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

A: In general, you will recognize a gain or loss for federal income tax
purposes as a result of the Liquidation Plan. TAX MATTERS ARE VERY COMPLICATED
AND THE TAX CONSEQUENCES TO YOU OF THE LIQUIDATION PLAN MAY DEPEND ON THE FACTS
OF YOUR SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISOR TO UNDERSTAND FULLY BOTH
THE FEDERAL AND STATE TAX CONSEQUENCES TO YOU OF THE LIQUIDATION PLAN. For more
information, please see "Special Factors -- Federal Income Tax Consequences of
the Liquidation Plan" on pages 33-35.

Q: WHAT DO I DO TO VOTE MY ENSTAR 1984 UNITS?

A: In order to vote your units either to approve, disapprove or abstain
from the Liquidation Plan, you must mark the appropriate box on the enclosed
consent card, sign and date the consent card and return it in the enclosed
self-addressed envelope to the soliciting agent, D.F. King & Co., Inc., 77 Water
Street, New York, New York 10005. If you sign and send the consent card, but do
not indicate your vote as to the Liquidation Plan, your consent card will be
treated as voting to APPROVE the Liquidation Plan. If you vote to ABSTAIN as to
the Liquidation Plan, the effect will be the same as if you voted to DISAPPROVE
the Liquidation Plan. If you fail to send in your consent card, the effect will
be the same as if you voted to DISAPPROVE the Liquidation Plan. Your consent
card must be received by the soliciting agent before 5:00 p.m., New York City
time, on the earlier of (1) the date on which the consents of the holders of a
majority of the units entitled to consent and approving the Liquidation Plan are
received by us or the soliciting agent; or (2) _________, 2003 (or, if we extend
the Solicitation Period, at any time before 5:00 p.m., New York City time, on
the expiration date of the extended Solicitation Period).

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

A: Yes. You may change your vote at any time before 5:00 p.m., New York
City time, on the earlier of (1) the date on which the consents of the holders
of a majority of the units entitled to consent and approving the Liquidation
Plan are received by us or the soliciting agent; or (2) __________, 2003 (or, if
the Solicitation Period is extended by the general partner, at any time before
5:00 p.m., New York City time, on the expiration date of the extended
Solicitation Period). You can change your vote 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, D.F. King & Co., Inc., 77 Water Street,
New York, New York 10005. If you instructed a broker to vote your units, you
must follow your broker's directions for changing those instructions. TO BE
EFFECTIVE, YOUR NOTICE OF REVOCATION OR NEW CONSENT CARD MUST BE RECEIVED BEFORE
THE END OF THE SOLICITATION PERIOD OR EXTENDED SOLICITATION PERIOD, AS THE CASE
MAY BE.

- 9 -

Q: DO UNITHOLDERS HAVE APPRAISAL OR OTHER SIMILAR RIGHTS?

A: Under the partnership agreement and applicable state law, unitholders
are not entitled to dissenters' appraisal or other similar rights that, if they
were available, would allow unitholders who dissent from the Liquidation Plan to
receive payments of the appraised value of their units in lieu of the
liquidating distributions. We presently estimate that liquidating distributions
will aggregate approximately $113 per unit in respect of the Telecommunications
Sale after estimated closing adjustments and expenses, taxes and liquidation
expenses. For more information, please see "Special Factors -- No Appraisal
Rights" on page 36.

- 10 -

WHO CAN HELP ANSWER YOUR QUESTIONS

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

Enstar Income Program 1984-1, L.P.
c/o Enstar Communications Corporation
12405 Powerscourt Drive
St. Louis, Missouri 63131
Attention: Partnership Relations
Telephone: (314) 543-2389

If you would like additional copies of this consent solicitation
statement, or a copy of the asset purchase agreement with Telecommunications, or
if you have questions about how to complete and return your consent card, you
should contact:

D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 207-2014

- 11 -

OWNERSHIP STRUCTURE CHART

The following diagram illustrates the ownership structure of Enstar
1984, Enstar Communications and the other Filing Persons. For more information,
please see "Identity and Background of Certain Persons," on pages 37-42.

------------------------------
Charter Communications, Inc.
------------------------------
|
|
|
|
|
|
|
|
------------------------------
Charter Communications Holding
Company, LLC
------------------------------
|
|
|
|
|
|
|
|
------------------------------ ---------------------
Enstar Communications Limited Partners of
Corporation Enstar 1984
------------------------------ ---------------------
\ /
\ /
1% \ / 99%
General \ / Limited
Partner \ / Partner
Interest* \ / Interest*
\ /
\ /
------------------------
Enstar Income Program
1984-1, L.P.
------------------------

<FN>
- -------------
* Earnings and losses have been allocated 99% to the limited partners and 1% to
the general partner of Enstar 1984. The general partner of Enstar 1984 does
not own units of partnership interests in Enstar 1984, but rather hold a
profits interest in the income, losses and distributions of the partnership.

- 12 -

SPECIAL FACTORS

GENERAL

Enstar 1984 was formed December 12, 1984 to acquire, construct,
improve, develop and operate cable television systems in various rural locations
in the United States. Sale of interests in the partnership began in February
1984, and the initial closing took place in May 1984. Limited partnership units
were sold at a price of $250 per unit. The partnership continued to raise
capital until $7,500,000 (the offering maximum) was raised in September 1984. In
November 1999, the general partner became an indirect controlled subsidiary of
Charter Communications, Inc., the nation's third largest cable operator, serving
approximately 6.7 million subscribers. The general partner is responsible for
the day-to-day management of Enstar 1984 and its operations.

Enstar 1984 is currently engaged in the ownership and operation of
cable television systems serving an aggregate of approximately 5,700 basic
subscribers at November 30, 2002 in and around the communities of Brownsville,
Tennessee and Snow Hill, North Carolina.

PURPOSE AND REASONS FOR THE TELECOMMUNICATIONS SALE

PURPOSE

Enstar 1984's and the general partner's purpose in proposing the
Liquidation Plan is to avoid: (1) the likelihood that unless substantial and
highly costly technological improvements and upgrades are made to the system's
plant, the partnership will be unable to compete effectively in its market and
will continue to lose subscribers to its direct broadcast satellite, or DBS,
competitors; (2) the likelihood that if the partnership were to make the
significant expenditures needed to compete effectively with DBS providers, its
future revenues would not be sufficient to allow the partnership to continue to
operate profitably; and (3) the risk that the partnership might not have
sufficient subscriber loyalty to retain (let alone expand) its subscriber base
in the face of the existing and expected future competition -- in particular
DBS.

REASONS

We believe that the capital expenditures for upgrades to the system's
plant that would be necessary to enable the partnership to retain subscribers
and offer services comparable or superior to those now offered by its
competitors would prevent the partnership -- as a small, rural, "stand-alone,"
cable system -- from operating profitably, under its franchise that cover the
largest numbers of subscribers (namely, its Brownsville, Tennessee franchise).

The partnership's system faces significant competition from DBS
operators. In the geographic areas served by the system, these competing DBS
operators currently offer, on an all-digital basis, more programming channels,
features and services than does the partnership's system. The system has
steadily lost subscribers over the past several years, declining from
approximately 12,400 basic subscribers at December 31, 1997, to approximately
5,700 basic subscribers at November 30, 2002, which we believe is largely
attributable to competition from DBS. The DBS operators with which Enstar 1984
competes offer over 200 channels of digital programming.

As we have experienced, and as is widely recognized in the cable and
telecommunications industry, customers increasingly are purchasing high quality
video programming, high-speed Internet access and, in some markets, telephone
service as bundled services from a single provider. This trend is being driven
by rapid advances in so-called "broadband" technology, which generally refers to
the capacity of the cable infrastructure to deliver video, voice and high-speed
data transmission. These recent advances in

- 13 -

broadband technology enable traditional cable television providers, as well as
DBS operators, telephone and other utilities, and emerging wireline and wireless
competitors, to provide a single source of digital and interactive video
programming on hundreds of channels, Internet access and telephone service.

DBS operators, which often can provide over 200 digital programming
channels and are now acquiring two-way capability, are in our view the most
formidable competitors to traditional cable operators, and in particular, to
Enstar 1984. For video services, DBS has existed as an alternative to cable
television for many years and, unlike providers of certain other emerging
technologies, has become a viable and successful competitor to cable nationwide.
The National Cable and Telecommunications Association reported that in March
2001, approximately 23% of multichannel video subscribers obtained service from
a source other than a traditional cable operator, and that nearly 18% of those
subscribers obtained service from DBS operators.

DBS's market share is attributable to a number of factors. For example,
because satellite transmission is digital, DBS has always offered digital
programming, with picture and sound quality superior to analog cable service,
and far more channels than cable. Traditional cable operators, in contrast, have
typically needed to upgrade or rebuild their systems, often at substantial cost,
in order to add the bandwidth necessary to carry digital and interactive
programming. Also, according to the Federal Communications Commission, former
drawbacks to DBS are being remedied. For example, DBS operators now transmit
local broadcast stations, which in the past were not available through DBS.
Additionally, in an effort to compete with cable, DBS operators have generally
decreased their once high equipment and installation charges, and monthly DBS
subscription rates are typically lower than cable rates.

The partnership faces additional competition in its Covington,
Tennessee franchise area from the City of Covington. The partnership's franchise
with the city expired in 1994. By agreement with the city, the partnership has
continued to operate the cable system in Covington and pay franchise fees to the
city on a month-to-month basis until a new franchise agreement is reached. In
March 2000, the general partner submitted a renewal proposal to the city on
behalf of the partnership. In November 2000, the city sold municipal bonds to
finance construction of a municipally-owned cable system. The city completed the
construction project in the first quarter of 2002 and is actively competing with
the partnership's system. In July 2002, Enstar 1984 received a letter from the
City Attorney advising the partnership that it may not operate within the city
limits and demanding that Enstar 1984 discontinue service within 30 days.

The general partner has filed a lawsuit on behalf of the partnership
against the city alleging, among other things, that the city is unlawfully
attempting to shut down the partnership's cable television system in Covington,
in order to eliminate competition to the new city-owned cable system. The
partnership also is seeking a preliminary injunction against the city and the
other defendants. The city has agreed to take no action against the
partnership's provision of services in Covington until the court has ruled on
the motion for preliminary injunction. If Enstar 1984 is unsuccessful in the
lawsuit, the partnership may have to terminate its operations in Covington. The
loss of the partnership's franchise and the related loss of customers would have
a significant adverse impact on the partnership's financial condition and
operating results.

In order to compete with the city-owed cable system in Covington, we
completed a limited upgrade of the system in November 2002, through use of small
system digital ("SSD") technology that allows for additional cable channels to
be offered through the system's existing cable system architecture. The SSD
upgrade, however, does not enable two-way service or allow for other interactive
services currently offered by DBS or by the city-owed cable system.

- 14 -

The partnership also may face competition in the future from a
city-owned cable system in Bolivar, Tennessee. In January 2000, the franchise
authority in Bolivar, Tennessee authorized its municipal utility to construct
and operate a competing cable system in that franchise area. The partnership has
continued to operate the cable system in Bolivar and pay franchise fees to the
franchise authority. Although the municipal utility has not obtained funds to
build a cable system, the general partner believes that if a competing system
were built, the loss of customers would have an adverse impact on the financial
condition and results of operations of the partnership.

The general partner continues to evaluate alternative, cost-effective
solutions to increase channel capacity, pay-per-view services, and digital
services which would enhance the value of the partnership's system and be
economically prudent. In December 2002, we completed a limited upgrade of the
system in the Snow Hill, North Carolina franchise area using SSD technology. The
SSD upgrade, however, does not enable two-way service or allow for other
interactive services currently offered by DBS.

For these reasons, and particularly the fact that DBS operators offer
more services than does Enstar 1984's system and the overbuild of the system in
the Covington franchise area, we expect that the system will continue to face
significant competition from DBS, and may continue to lose customers. Moreover,
we do not expect Enstar 1984's competitive position to improve, particularly
since we estimate the cost of upgrading the system to two-way capability in
order to be able to offer high-speed internet service or video services
comparable to those available from DBS would be approximately $12.2 million (for
an upgrade to 550 megahertz (MHz) capacity) to $14.6 million (for an upgrade to
870 MHz capacity).

ALTERNATIVES TO LIQUIDATION PLAN NOT PRUDENT

In addition to the Liquidation Plan, the general partner considered the
following alternatives when reaching its conclusion that the Liquidation Plan
would be in the unitholders' best interest:

CONTINUATION OF THE OWNERSHIP AND OPERATION OF ENSTAR 1984 AND OF THE
SYSTEM. This alternative is being made available to the unitholders through this
consent solicitation statement. If the unitholders desire to continue the
partnership's ownership and the general partner's operation of the system they
may vote to "disapprove" the Liquidation Plan. In our view, the continued
ownership and operation of the system could be on either of two bases: (a) the
continued operation of the system in its present condition, in which case, for
the reasons discussed above, we do not believe the partnership would be able to
compete with DBS and other more technologically advanced providers and,
accordingly, would continue to lose subscribers; or (b) the investment of
between approximately $12.2 million to $14.6 million for the system upgrades we
estimate would be necessary for the partnership to offer services comparable to
those of its DBS and other significant competitors. However, as noted above,
based on our projections, and even after taking into account the additional
services the system could offer as a result of undertaking those upgrades and
thereby obtaining two-way transmission capability (such as interactive
programming and high-speed Internet access), the partnership would not generate
sufficient revenues to both make these additional investments and continue to
operate profitably. This is largely due to the partnership's relatively small
and declining customer base and the lack of population density in its service
area, which limits the potential for customer growth even if enhanced services
are offered. In short, we do not believe that the partnership would recoup these
costs within the lives of its key franchises, which we could lose as franchises
agreements expire and communities explore new alternatives to provide their
residents with advanced services. We cannot guarantee you that any of the
partnership's existing franchises will be renewed. If the partnership were to
make these substantial investments, which we do not believe could be financed by
operating revenues or by third party sources on a basis favorable to the
partnership and its partners, the partnership would likely cease to operate at a
profit.

- 15 -

SALE OF THE SYSTEM TO ANOTHER THIRD PARTY. Based on the other bids
received in the "auction" for the system, the general partner has concluded that
the proposed sale to Telecommunications represents the best transaction
obtainable presently and, in all likelihood, for the foreseeable future. For
this reason, the general partner believes that a sale of the system to another
third party likely would be at a lower total price than offered by
Telecommunications and, therefore, in light of the offer by Telecommunications,
not financially advantageous to the unitholders. See "--Best Available
Transaction--Sale Process" on pages 18-19.

Accordingly, in view of the sale price offered by Telecommunications
and the liquidating distributions that we expect to result from the Liquidation
Plan, we believe that the alternatives to the Liquidation Plan are not prudent,
and that consenting to the Liquidation Plan would be more favorable to the
unitholders than would be investing in substantial upgrades to the system,
continuing to operate the system in its present condition or selling the system
to another third party.

ABILITY TO SELL UNITS

The units are not listed on any national securities exchange, nor are
they quoted on any inter-dealer quotation system, and there is no established
trading market for them. Because of this, the liquidity of a unitholder's
investment in Enstar 1984 is severely limited. Approving the Liquidation Plan
will permit us to make distributions to the unitholders that we believe could
not otherwise be made. If the Liquidation Plan is approved, we expect that the
liquidating distributions will aggregate approximately $113 per unit in respect
of the Telecommunications Sale, after estimated closing adjustments, taxes and
closing and liquidation expenses.

EFFECTS OF THE TRANSACTION

ON ENSTAR 1984

The completion of the Liquidation Plan will, after repayment of Enstar
1984's debts and obligations, result in the distribution of the partnership's
remaining net assets to the unitholders and the general partner ratably in
proportion to their respective percentage interests in the partnership, and,
thereafter, the winding-up and legal dissolution of Enstar 1984. Consequently,
the unitholders' equity interest in Enstar 1984 will have been extinguished in
exchange for the liquidating distributions, and Enstar 1984 will thereafter no
longer be a reporting company under the Securities Exchange Act of 1934, as
amended. This means, among other things, that Enstar 1984 will no longer file,
and the unitholders will no longer receive annual reports on Form 10-K,
quarterly reports on Form 10-Q or current reports on Form 8-K. As shown in the
following table, these filings have cost the partnership an average of $53,200
per year.

1999 2000 2001 TOTAL
---- ---- ---- -----

Audit Fees....................... $ 45,200 $ 45,000 $ 50,900 $ 141,100
Printing and Filing Fees......... 6,200 6,200 6,200 18,600
--------- --------- --------- ---------
Total............................ $ 51,400 $ 51,200 $ 57,100 $ 159,700

Average over 3 years............. $ 53,200

For more information, please see "Liquidation Plan Summary -- Dissolution and
Liquidation of Enstar 1984" on pages 5-6; "Questions and Answers About the
Liquidation Plan -- Why is Enstar 1984 Dissolving?" on page 7; "-- What Will I
Receive as a Result of the Liquidation Plan?" on pages 7-8; "-- What are the
Disadvantages to Enstar 1984, the Unitholders and the General Partner of
Completing the Liquidation Plan?" on page 8; "-- What are the Consequences to
Enstar 1984, the Unitholders and the

- 16 -

General Partner if the Liquidation Plan is Not Consummated?" on pages 8-9;
"Special Factors -- Use of Proceeds and Cash Distributions" on pages 31-32;
"-- Disadvantages of the Liquidation Plan" on page 32; "-- Consequences of
Failure to Approve the Liquidation Plan" on page 33; and "-- Liquidation of
Enstar 1984" on page 33.

The disadvantages to Enstar 1984 of completing these transactions are
set forth under "Questions and Answers About the Liquidation Plan -- What are
the Disadvantages to Enstar 1984, the Unitholders and the General Partner of
Completing the Liquidation Plan?" on page 8; and "Special Factors --
Disadvantages of the Liquidation Plan" on page 32.

If these transactions are not completed, the effects on Enstar 1984
will be as set forth under "Special Factors -- Consequences of Failure to
Approve the Liquidation Plan" on page 33; and "Questions and Answers About the
Liquidation Plan -- What are the Consequences to Enstar 1984, the Unitholders
and the General Partner if the Liquidation Plan is Not Consummated?" on pages
8-9.

ON THE UNITHOLDERS

The effects on the unitholders of completing the Liquidation Plan will
be the receipt, upon completion of the Liquidation Plan, of liquidating
distributions totaling approximately $113 per unit in respect of the
Telecommunications Sale, before applicable taxes. Completion of the Liquidation
Plan will, therefore, extinguish the unitholders' interest in the partnership
and the system. Depending upon their individual circumstances, unitholders may
owe federal and/or state income taxes in respect of those distributions. For
more information, please see "-- Federal Income Tax Consequences of the
Liquidation Plan" on pages 33-35.

The disadvantages to the unitholders of completing the Liquidation Plan
are discussed under "-- Disadvantages of the Liquidation Plan" on page 32.

The effects on the unitholders of not completing the Liquidation Plan
are discussed under "Questions and Answers About the Liquidation Plan -- What
are the Consequences to Enstar 1984, the Unitholders and the General Partner if
the Liquidation Plan is Not Consummated?" on pages 8-9; and "Special Factors --
Consequences of Failure to Approve the Liquidation Plan" on page 33.

ON THE GENERAL PARTNER

The principal advantages to the general partner of completing the
Telecommunications Sale and the Liquidation Plan are its receipt of an estimated
liquidating distribution of approximately $34,200 in respect of the
Telecommunications Sale. The corporate general partner and its affiliates will
receive approximately $358,600 in repayment of deferred management fees and
approximately $469,100 in repayment of deferred expenses owned to the corporate
general partner and its affiliate by Enstar Six-A. The corporate general partner
also will avoid the risks of continued operation of the system and managerial
responsibility for (1) the estimated investment of $12.2 million to $14.6
million for required system upgrades to address competitive disadvantages of the
current system, including the need to obtain the financing that would be
required, (2) coping with the uncertainty of whether such upgrades would improve
the system's competitiveness or operating performance, (3) responding to
increasing competition from technologically advanced competitors, (4) addressing
the uncertain effects of future legislation and regulations, and (5) responding
to continuing rate pressure from DBS operators.

The principal disadvantages to the general partner of completing the
Telecommunications Sale and the Liquidation Plan are the incurring of the above
risks as well as the disadvantages discussed under "-- Disadvantages of the
Liquidation Plan" on page 32.

- 17 -

BEST AVAILABLE TRANSACTION

SALE PROCESS

We and the other Filing Persons believe that the process through which
offers were solicited for the Enstar system acted as a "market check" with
respect to the sale price and other terms offered. A "market check" is a process
through which a seller of assets or equity interests canvasses or otherwise
probes the field of prospective purchasers for the purpose of soliciting and
obtaining the highest available purchase price and most favorable terms then
obtainable from a willing purchaser.

In December 1999, the general partner entered into an agreement with
Daniels & Associates, L.P. ("Daniels" or the "broker"), a prominent business
broker with extensive expertise in the cable and telecommunications industry, to
market the partnership's cable television systems, as well as the cable systems
of 13 other affiliated Enstar partnerships, to third parties. Over a period of
nine months, the broker solicited offers to purchase the partnership's cable
television systems along with the systems of those other affiliated
partnerships. Based on its knowledge of the telecommunications industry, cable
and telecommunications companies, and its knowledge and experience of those
companies' strategic plans and interests, during this period Daniels contacted
45 prospective purchasers that it believed represented virtually all the parties
which then would both be potentially interested in such an acquisition and
financially capable of completing it, and, based on their responses to those
contacts, sent written evaluation materials to 21 of them.

Four parties conducted due diligence, resulting in an offer from Gans
Multimedia in March 2000 to purchase those portions of the partnership's system
located in Tennessee and North Carolina. Gans bid $25.9 million for those
portions of the partnership's system located in Tennessee and North Carolina, as
well as the systems of several affiliated partnerships, with $13,691,119 of this
bid allocable to the partnership's system. This was a price of $1,599 per
subscriber, based on the number of subscribers served by the systems at that
time.

In late July 2000, after commencing to negotiate a purchase agreement
with Gans, the general partner was notified that the broker's New York City
office had in the past and currently was representing Gans Multimedia
Partnership, the proposed buyer's parent company, in certain equity and mergers
and acquisitions financing matters. When the general partner was notified of
this potential conflict of interest, it promptly advised all bidders for the
systems, who were allowed to withdraw or re-bid. Only Gans re-bid at that time,
resubmitting its original bid.

Subsequently, in August 2000, Gans, the partnership and the other
affiliated sellers entered into a purchase agreement, under which the portion of
the purchase price allocated to the partnership for the partnership's system was
approximately $13,691,119 million, or approximately $1,599 per subscriber.

In February 2001, the general partner and Gans began negotiating an
amendment to the Gans purchase agreement that the parties believed was necessary
in order for all parties to satisfy their respective closing conditions.
However, in April 2001, following a series of discussions and meetings,
negotiations between the general partner and Gans reached an impasse, which
caused them to determine that they would not be able to agree on those
amendments. As a result of this, and of Gans' inability to arrange sufficient
financing to close the acquisition, the parties agreed to terminate the purchase
agreement.

The broker then continued to market the partnership's and the other
affiliated partnerships' cable systems, contacting approximately 23 prospective
purchasers (based on Daniels' and the general partner's knowledge of the
industry) and sending evaluation materials to approximately eight of them. The
broker solicited offers through a bid process. As a result of this process, none
of the bidders knew the contents or

- 18 -

amount of any other bid. This process produced a bid in June 2002 for all of the
systems located in Tennessee and North Carolina (including the partnership's
system and those owned by other affiliated partnerships) from Cable Direct, LLC
for $16.2 million, of which $4.3 million was attributable to the partnership's
systems. It was determined by the corporate general partner that Cable Direct's
bid for was the best transaction for the sale of the partnership's systems. We
negotiated and entered into the purchase agreement with Telecommunications, an
affiliate of Cable Direct, on November 8, 2002, at a purchase price of
approximately $3,916,288 to be paid to Enstar 1984 for its system, or $656 per
subscriber for that portion of the system in Tennessee and $600 per subscriber
for that portion of the system in North Carolina.

The market for cable television systems peaked in 2000, and has been on
a steady decline since that point. This is best evidenced by the significant
decline in the value of publicly traded cable stocks that have declined 21% to
99% from August 2000 to November 2002. This decline in value was due to a number
of factors, including a decline in the overall stock market, increased
competition from DBS operators and the resulting decrease in the number of cable
subscribers, a tightened market for debt for cable television acquisitions, the
accounting scandal at cable operator Adelphia Communications Corporation, and
poorer than expecting operating results from a number of the public cable
companies.

These issues affected all cable television operators and, in
particular, operators of rural cable systems due to increased competition from
DBS, as evidenced by the loss of significant numbers of subscribers, and thus
the loss of revenues and operating cash flow. Two of the largest operators of
rural cable systems, publicly traded Classic Cable and privately held Galaxy
Telecom, filed for Chapter 11 bankruptcy protection in late 2001.

We and the other Filing Persons believe that the "auction" process
conducted by Daniels and described above constituted an active "market check"
with respect to the sale price and other terms of the sale of the Enstar 1984
system. The broker contacted the parties that it believed constituted virtually
all prospective purchasers of those cable systems and required all interested
parties to submit bids, without knowing the identities of the other bidders or
the terms of the other bids. This process enabled the broker to canvass a
representative universe consisting of a large number of actual, prospective
buyers and to objectively determine the range of current market values of the
systems, as given by willing purchasers. In fact, we and the other Filing
Persons believe that the "auction" process conducted by the broker is the most
effective and accurate means for ensuring that the agreement with
Telecommunications is the highest price and represents the best transaction
currently available in the market from a willing buyer.

CONSENT PROCEDURES AND PROCEDURAL SAFEGUARDS

The Liquidation Plan can take place only if it is consented to by a
majority-in-interest of the unitholders, none of whom is an affiliate of Enstar
1984, the general partner, Telecommunications or any of the other Filing
Persons. If a majority-in-interest of the unitholders vote to disapprove the
Liquidation Plan (either affirmatively, by failing to vote, or by voting to
"abstain"), the Liquidation Plan will not be consummated.

The general partner did not retain an unaffiliated representative to
act on behalf of the unitholders in negotiating the purchase agreement with
Telecommunications. However, the purchase agreement was negotiated by the
general partner on an arm's-length basis with Telecommunications, an
unaffiliated prospective purchaser.

- 19 -

DETERMINATION OF THE SALE PRICE

o GENERAL. The offer by Telecommunications of approximately
$3,916,288, in cash, for the Enstar 1984 system was the best offer received in
respect of the system in the most recent bid solicitation.

The valuation of a cable television system for purposes of a sale is a
highly subjective process, but the sale price will ultimately reflect the future
value the purchaser expects to receive from operating the system, offset by
future expenditures expected to be required for the systems to remain
technologically current and to satisfy franchising authorities. Numerous factors
affect this valuation, the most important among them being the physical
condition and technical capability of the system; the presence or absence of
competitors; the density of households and growth potential of the customer
base; and the length of the remaining terms of local franchises and the
likelihood that, upon expiration, the franchises will be renewed or extended.
Based on our business experience in the cable television industry, we and the
other Filing Persons believe that when the partnership's system is measured
against these factors, the sale price offered by Telecommunications is
commercially reasonable for small systems with demographics and technological
capabilities comparable to the partnership's system.

o CURRENT MARKET PRICES AND UNSOLICITED OFFERS FOR UNITS.
Neither the general partner nor the other Filing Persons based their conclusion
that the sale price offered by Telecommunications for the system is the best
transaction available to the unaffiliated unitholders on a comparison of either
the sale price or the anticipated liquidating distributions to historical or
current market prices for units, or to recent unsolicited offers for units. This
is principally because neither the general partner nor any of the other Filing
Persons believe that the available, published data on secondary market sales of
units, or most recent unsolicited, third-party offers for units, provide a
reliable or appropriate basis for valuing the system.

First, there is not and has not been an established market for the
units, either on a national securities exchange, an inter-dealer quotation
system, over-the-counter or otherwise. Trades in the units have been limited to
sporadic transactions in an unregulated, informal secondary market. It is not
known whether these trades have been on a fully arm's-length basis, whether the
buyers and sellers have each had access to all material information regarding
the partnership, its financial condition, the value of its assets and its
prospects for the future, or whether such trades have fairly reflected the
then-current market value of Enstar 1984's assets.

Second, recent unsolicited offers to purchase units have been made only
by a few institutional holders whose intention is believed by the general
partner and the other Filing Persons to be to purchase units at a significant
discount with a view toward selling them (or their asset equivalent) at a
substantially higher price in a subsequent sale or liquidation of the
partnership. In light of this, neither the general partner nor any of the other
Filing Persons are of the view that the prices offered by these potential buyers
of units are fairly indicative of any accurate valuation of the system or
appropriate to any evaluation of the sale prices offered for the Enstar system.

o APPRAISALS AND OPINIONS. We did not obtain any appraisals,
reports or opinions regarding the procedural or substantive fairness to the
unitholders of the sale price offered by Telecommunications for the system or
the other terms of the Telecommunications Sale. We and the other Filing Persons
believe that the process through which offers were solicited for the system,
together with the facts that the purchase agreement was negotiated on an
arm's-length basis with an unaffiliated prospective purchasers; the bid offered
by Telecommunications was the best bid received for the system during the most
recent bidding process; provide a sufficient basis for the general partner's and
the other Filings Persons' belief that the Telecommunications Sale is the best
transaction available to the unitholders.

- 20 -

o DISCOUNTED CASH FLOW VALUE; GOING CONCERN VALUE. Neither the
general partner nor any of the other Filing Persons evaluated either the sale
price offered by Telecommunications, or the anticipated liquidating
distributions, on a discounted cash flow or "going concern" basis, because
current market conditions, including the competition faced by the partnership
and trends in the telecommunications industry generally, are likely to have a
substantial adverse effect on the partnership's ability to maintain its current
revenue levels and profitability for the foreseeable future. For this reason, we
and the other Filing Persons concluded that valuations that assume a continued,
longer term viability or cash flow stream may not be especially predictive with
respect to Enstar 1984. As a result, the general partner and the other Filing
Persons do not believe that a discounted cash flow or "going concern" valuation
of Enstar 1984 provide an appropriate basis against which to compare the sale
price offered by Telecommunications.

o OTHER FACTORS. In addition to being, in our opinion, the
buyer making the best offer and the best resulting transaction for the sale of
the system, the terms proposed by Telecommunications were, in the general
partner's and the other Filing Persons' opinion, favorable, overall, to the
unitholders. Specifically, as set forth in the purchase agreement with
Telecommunications:

o there is no financing contingency that would make
Telecommunications' obligations contingent upon obtaining
adequate financing to complete the purchase; and

o Telecommunications' obligation to close is not contingent
upon the partnership obtaining at its own expense a Phase I
environmental assessment report confirming that the owned or
leased real property included in the assets to be sold to
Telecommunications is free of hazardous materials and
contaminants.

Given the current competitive environment in which the system operates;
the fact that costly upgrades are required in order for the partnership to be
able to compete with DBS operators, which currently offer more services than
does the partnership and to which the partnership historically has lost
significant numbers of customers; and the financial risks involved in making the
substantial capital investments we believe will be necessary to address those
challenges, the general partner and the other Filing Persons concluded that the
Liquidation Plan (and the estimated aggregate liquidating distribution of $113
per unit in respect of the Telecommunications Sale) is in the best interests of
Enstar 1984 and the unitholders.

RECOMMENDATION OF THE GENERAL PARTNER AND OTHER FILING PERSONS

The general partner and the other Filing Persons each believe that the
advantages exceed any disadvantages of consummating the Liquidation Plan at this
time. Accordingly, the general partner and the other Filing Persons each
recommends that the unitholders approve the Liquidation Plan.

In making this recommendation, the Filing Persons considered the
following material factors:

o If the Liquidation Plan is approved, the partnership will be
able to consummate the Telecommunications Sale for an
amount that the general partner and the other Filing Persons
believe represents the best available transaction for sale
of the assets of the partnership and upon terms that the
corporate general partner and the other Filing Persons
believe will entail favorable transaction costs and permit
an efficient consummation of the sale. The sales price
offered by Telecommunications of $3,916,288 for the system
ultimately represents the best proposal for the system
resulting from the offering process. The Telecommunications
Sale will have an aggregate sales price of $3,916,288 in
cash for

- 21 -

the partnership, subject to escrows aggregating $127,636
for indemnity claims and closing adjustments.

o The sale price was determined through an "auction" process
conducted by an independent broker and effected a "market
check," which supports the corporate general partner's and the
other Filing Persons' belief that the price offered by
Telecommunications represents the highest available purchase
price for the partnership's system. The broker, which
specializes in the cable television industry, contacted
virtually every known prospective buyer of the partnership's
system. None of the bidders knew the sale prices or other
terms of the other bids until all of the bids were received
and opened.

o The purchase agreement with Telecommunications contains
closing conditions that are standard in the industry and
were negotiated on an arm's-length basis. These conditions
apply to all of the sellers and the failure of one seller
to satisfy these conditions can prevent the other sellers
from closing their transactions with Telecommunications.
However, the purchase agreement with Telecommunications does
allow for a partial closing if all of the conditions of the
purchase agreement have been satisfied or waived with respect
to certain primary cable television systems that include all
of Enstar 1984's system except for that portion of the
system located in Snow Hill, North Carolina. At a partial
closing, only the assets of those systems for which
conditions have been satisfied or waived will be sold to
Telecommunications.

o By selling its system now, Enstar 1984 would significantly
reduce the risks inherent in the ownership of cable
television systems, particularly small cable systems,
including, among other things: the increasing number of
entities that provide high quality video programming,
Internet and telephony services, particularly DBS operators;
the uncertainty of the future effects of legislative and
regulatory changes; the rapid technological developments in
the cable television and telecommunications industry, which
are pressuring cable operators to upgrade their systems and
increase their service offerings; the financial difficulties
inherent in small cable television systems acquiring the
technological infrastructure needed to compete with
"broadband" providers of multiple television, Internet and
telephony services; and increasing costs of obtaining
quality programming; and the competitive pressure to
maintain rates at a level competitive with DBS operators.

o Because there is no established trading market for the units,
the unitholders' ability to sell their units has been and for
the foreseeable future will be limited to sporadic sales
within an informal secondary market.

o In order for the Liquidation Plan to be authorized and
completed, the holders of a majority of the units (none of
whom are affiliates of Enstar 1984, the general partner of the
partnership or any of the other Filing Persons) must first
approve the Liquidation Plan.

o There exists the risk that by selling the system now, Enstar
1984 and the unitholders would not benefit from any increased
revenues that might result from an upgrade of the system, or
from possible further improvements in economic and market
conditions that might increase the sale price of the system.
However, neither we nor any of the other Filing Persons
believe that a sufficient increase in revenues is likely to
result from upgrades, or that in its present condition, the
system's sale value is likely to increase. Accordingly, in our
and the other Filing Persons' views these potential risks are
outweighed by the potential benefits to be realized from the
Liquidation Plan.

- 22 -

After considering the factors discussed in this section, we and the
other Filing Persons have determined that the Telecommunications Sale and the
Liquidation Plan are the best transactions available to the unitholders, and
have determined that approval of the Liquidation Plan would serve the best
interests of the unitholders by maximizing the proceeds from a disposition of
the system and, consequently, the per-unit liquidating distributions to Enstar
1984's unitholders.

The information and factors discussed above were considered
collectively by the corporate general partner and the other Filing Persons in
connection with their review of the Telecommunications Sale and the Liquidation
Plan. Although they did not find it practicable to, and did not, quantify or
otherwise assign relative weights to the specific factors considered in reaching
the above determination, added weight was accorded to the following factors: the
fact that Telecommunications' offer resulted from an "auction" process, which we
believe acted as a "market check" to ensure that the highest available price was
obtained; the fact that Telecommunications is a third party buyer unaffiliated
with Enstar 1984 or any partners, allowing the parties to negotiate on an
arm's-length basis; and the fact that the purchase agreement contains closing
conditions and seller's representations and warranties that are standard in the
industry and were negotiated on an arm's-length basis with an unaffiliated buyer
(including the fact that the obligations of Telecommunications under the
purchase agreement are not contingent upon obtaining adequate financing).

To the knowledge of the general partner, no executive officer, director
or affiliate of Enstar 1984, the general partner or any other Filing Person, and
no executive officer, director or affiliate of any of them, holds or
beneficially owns any units, and none of such persons has made a recommendation
either in support of or opposed to the Telecommunications Sale or the
Liquidation Plan, other than as set forth in this consent solicitation
statement. The general partner's board of directors consists of only one member,
who approved the Liquidation Plan and is recommending the Liquidation Plan to
the unitholders.

RELATED PARTY TRANSACTIONS

Enstar 1984 has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation ("Enstar Cable"), a wholly-owned
subsidiary of the general partner, for a monthly management fee of 5% of gross
revenues from the operations of Enstar 1984 excluding revenues from the sale of
systems or franchises. The partnership's management fee expense approximated
$125,100 and $140,900 during the nine months ended September 30, 2002 and 2001,
respectively.

In addition to the monthly management fee, Enstar 1984 reimburses
Enstar Cable for direct expenses incurred on behalf of the partnership, and for
the partnership's allocable share of operational costs associated with services
provided by Enstar Cable. Additionally, Charter Communications Holding Company,
LLC, a direct parent of the general partner, and its affiliates (collectively,
"Charter") provide other management and operational services for Enstar 1984.
These expenses are charged to the properties served based primarily on the
partnership's allocable share of operational costs associated with the services
provided. The partnership reimburses the affiliates for the partnership's
allocable share of the affiliates' costs. The total amount charged to the
partnership for these costs approximated $182,500 and $168,700 for the nine
months ended September 30, 2002 and 2001, respectively.

All programming services are purchased through Charter. Charter charges
the partnership for these costs based on an allocation of its costs. The
partnership incurred programming fee expense of $608,200 and $645,400 for the
nine months ended September 30, 2002 and 2001, respectively. Programming fees
are included in service costs in the accompanying condensed statements of
operations.

- 23 -

Certain accrued and unpaid management and other fees will be paid by
the partnership to affiliates of the corporate general partner, as described
under "--Conflicts of Interest" below. All amounts owed to the general partner
and affiliates are non-interest bearing.

CONFLICTS OF INTEREST

Upon completing the Telecommunications Sale, accrued deferred
management fees (which were $358,600 as of September 30, 2002) will be paid to
the general partner by the partnership. In addition, the general partner will
receive approximately $469,100 in repayment of deferred expenses owed to it by
the partnership. However, for the reasons discussed under "Best Available
Transaction -- Consent Procedures and Procedural Safeguards" on page 19, Enstar
Communications and the other Filing Persons believe that the terms of the
Telecommunications Sale and the Liquidation Plan are the best transactions
available to the unitholders.

THE TELECOMMUNICATIONS PURCHASE AGREEMENT

The partnership and nine other general and limited partnerships managed
by the general partner have entered into an Asset Purchase Agreement with
Telecommunications (the "Telecommunications Purchase Agreement"). For purposes
of this summary of the Telecommunications Purchase Agreement, the partnership
and the other partnerships managed by the general partner will sometimes
collectively be referred to as the "Sellers." The Telecommunications Purchase
Agreement covers the sale to Telecommunications of certain of the assets used by
the Sellers in connection with the operation of multiple cable television
systems located in or around 14 communities in Kentucky, Tennessee, Missouri,
Arkansas and North Carolina (the "Telecommunications Assets"), including the
partnership's system.

THE FOLLOWING IS A SUMMARY OF THE TELECOMMUNICATIONS PURCHASE
AGREEMENT. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
TELECOMMUNICATIONS PURCHASE AGREEMENT. COPIES OF THE TELECOMMUNICATIONS PURCHASE
AGREEMENT ARE AVAILABLE UPON REQUEST FROM THE SOLICITING AGENT, D.F. KING & CO.,
INC., AT (800) 207-2014.

PURCHASE PRICE AND ADJUSTMENTS

Under the Telecommunications Purchase Agreement, Telecommunications
will acquire the Telecommunications Assets from the Sellers for a total purchase
price of approximately $15,341,639 (subject to closing sale price adjustments,
an escrow for indemnity claims and customary closing conditions), to be paid in
immediately available funds, approximately $3,916,288 of which is to be paid by
Telecommunications to the partnership for its system. Of the $3,916,288 to be
paid to the partnership for the system, $3,097,688 was allocated to those
portions of the system located in Bolivar, Brownsville and Covington, Tennessee
and $818,600 was allocated to that portion of the system located in Snow Hill,
North Carolina. The allocation of the aggregate purchase price to partnership's
system was determined from the bid received from Telecommunications for the
system, based on $656 per subscriber located in that portion of the system in
Bolivar, Brownsville and Covington, Tennessee and $600 per subscriber located in
that portion of the system in Snow Hill, North Carolina.

The purchase price will be subject to adjustments at closing, and again
post-closing if need be, to reflect or take account of, among other things,
(a) the allocation to the Sellers of all revenues, refunds, costs, expenses and
liabilities attributable to the operation of the cable systems prior to the
closing date, and to Telecommunications after the closing date, as applicable,
and (b) an average number of subscribers in Sellers' systems below a prescribed
target of subscribers for each system, including a prescribed target for Enstar
1984's system of 4,722 subscribers for that portion of the system located in
Bolivar, Brownsville

- 24 -

and Covington, Tennessee and 1,365 subscribers for that portion of the system
located in Snow Hill, North Carolina. As of November 30, 2002, that portion of
the system located in Bolivar, Brownsville and Covington, Tennessee had 4,300
subscribers and that portion of the system located in Snow Hill, North Carolina
had 1,400 subscribers.

The Sellers and Telecommunications also will execute an escrow
agreement whereby Telecommunications will deposit $500,000 (the
"Telecommunications Deposit Amount") with an escrow agent to secure
Telecommunications' performance and obligations under the Telecommunications
Purchase Agreement prior to Closing. The Telecommunications Deposit Amount will
be deposited as follows: $100,000 at the time of the completion of final
schedules and applicable exhibits to the Telecommunications Purchase Agreement;
$100,000 90 days after execution of the Telecommunications Purchase Agreement;
$150,000 upon approval of franchise transfers of certain primary systems; and
$150,000 upon obtaining partner approval of the transfer of the primary systems.
At Closing, the Sellers and Telecommunications will cause the escrow agent to
deliver to the Sellers the Telecommunications Deposit Amount and all interest
and earnings accrued thereon, which amount shall be credited against the
purchase price.

In addition, at Closing, Sellers will deposit $500,000 of the purchase
price in escrow pursuant to an indemnity escrow agreement ("Indemnity Escrow
Agreement") for a period of 13 months after Closing to provide funds for the
payment of any indemnification to which Telecommunications may be entitled under
the Telecommunications Purchase Agreement, of which $127,636 will be Enstar
1984's portion of the purchase price placed in escrow. Of the $127,636 to be
deposited in escrow for the system, $100,957 was allocated to that portion of
the system located in Bolivar, Brownsville and Covington, Tennessee and $26,679
was allocated to that portion of the system located in Snow Hill, North
Carolina. The Telecommunications Purchase Agreement provides that the Indemnity
Escrow Agreement will limit payments out of escrow to Telecommunications for
indemnification from Enstar 1984 to the $127,636 deposited by Enstar 1984 into
escrow. Telecommunications' rights for indemnification from Enstar 1984,
however, are not limited to the amount held in escrow. Indemnification claims by
Telecommunications may not exceed $1,600,000 for all of the Sellers, except that
this limitation does not apply to claims arising out of representations and
warranties relating to title to assets, taxes and authority.

REPRESENTATIONS AND WARRANTIES

The Telecommunications Purchase Agreement contains representations and
warranties of the Sellers that are customary in the industry. In summary, Enstar
1984 individually (and not jointly with the other Sellers) represents and
warrants to Telecommunications that:

o Enstar 1984 is a limited partnership which was properly formed and is
in good standing under the laws of the State of Georgia, with full
power and authority to carry on its business in the manner in which it
is now carried on;

o Enstar Communications, as the general partner of Enstar 1984 was
properly formed and is in good standing under the laws of the State of
Georgia, with full power and authority to carry on its business in the
manner in which it is now carried on;

o subject to obtaining requisite partner consents, the partnership has
the full legal capacity and right to execute, deliver and perform the
Telecommunications Purchase Agreement, and the Telecommunications
Purchase Agreement has been duly executed and delivered by the
partnership and is binding on the partnership;

- 25 -

o the consummation of the sale of the system will not violate the Enstar
1984's partnership agreement or any statutory or regulatory requirement
or contractual obligation applicable to the partnership or the system;

o except for those consents set forth in the disclosure schedules to the
Telecommunications Purchase Agreement, there are no approvals, consents
or authorizations required by any person or government authority for
the consummation of the sale of the system contemplated by the
Telecommunications Purchase Agreement;

o the partnership has delivered true and correct copies of its financial
statements, and they are in accordance with its books and records and
have been prepared in accordance with GAAP;

o since November 12, 1999, the partnership has operated the system in
the ordinary course of business;

o the disclosure schedules to the Telecommunications Purchase Agreement
list all parcels of real property owned by the partnership and used in
the operation of the system, all leases under which the partnership is
lessee, and all easements, licenses, rights to access, rights-of-way
and other real property interests owned by the partnership or used in
the operation of its system;

o the partnership owns and has good title to all personal property
included in the system;

o subject to certain exceptions, the disclosure schedules to the
Telecommunications Purchase Agreement list all leases, agreements and
rights with respect to personal property under which the partnership is
lessee;

o each governmental authorization required to operate the system is in
full force and effect, and a written request for renewal has been filed
with respect to any required franchise related agreements expiring
within 30 months of the Telecommunications Purchase Agreement;

o except as disclosed in the disclosure schedules to the
Telecommunications Purchase Agreement, the partnership is not a party
to or bound by any contracts or agreements;

o the partnership has delivered to Telecommunications all agreements
with respect to the system relating to the use of any public utility
facilities, the use of any microwave or satellite transmission
facilities, or the sale of cablecast time to third parties;

o each station carried by the system is carried pursuant to a
retransmission consent agreement, "must carry" election or other
programming agreement;

o the partnership has filed with the Copyright Office all required
statements of account and paid all royalty fees payable with respect to
the system;

o the partnership is in full compliance with all requirements of the
Communications Act of 1934, as amended, and with the Federal
Communications Commission;

o except as disclosed in the disclosure schedules to the
Telecommunications Purchase Agreement, there is no litigation or
similar proceeding or any order, complaint, judgment or decree pending
(or

- 26 -

to its knowledge, threatened) that would interfere with the
partnership's ability to complete the sale of the system contemplated
by the Telecommunications Purchase Agreement;

o the partnership has not received any notice of any claim by any
governmental authority, and has no knowledge that the system has not
been or is not in compliance with any legal requirement applicable to
the system;

o except as disclosed in the disclosure schedules to the
Telecommunications Purchase Agreement, there are no employee plans or
compensation arrangements that will affect the benefits of employees or
former employees of the system, and each employee plan and compensation
arrangement has been established and operated in accordance with ERISA,
the Internal Revenue Code and all other applicable legal requirements;

o the partnership is not a party to a collective bargaining agreement, it
has not recognized any union or other collective bargaining
representative of any group of its employees, and no union or other
collective bargaining representative has been certified as representing
any of its employees;

o there are currently no unfair labor practice charges or complaints,
grievances or arbitration proceedings pending in any tribunal involving
any of the partnership's employees or arising out of any collective
bargaining agreement;

o except as set forth on the disclosure schedules to the
Telecommunications Purchase Agreement, the partnership's operations
with respect to the system have complied with all environmental laws;

o the disclosure schedules to the Telecommunications Purchase Agreement
list all franchise, construction, fidelity, performance and other
bonds, guaranties in lieu of bonds and letters of credit posted by the
Sellers in connection with the cable systems;

o the disclosure schedules to the Telecommunications Purchase Agreement
list the total number of subscribers served by the system, the
bandwidth capacity specified in MHz, the channel lineup and rate card,
and the plant miles; and

o except for Daniels & Associates, Inc., the partnership has not dealt
with any broker or finder in connection with the transactions
contemplated by the Telecommunications Purchase Agreement.

Telecommunications made corresponding representations and warranties to
the partnership comparable to applicable representations and warranties made by
the partnership summarized above.

CONDITIONS PRECEDENT

Under the Telecommunications Purchase Agreement, Telecommunications'
obligation to acquire the Telecommunications Assets are subject to conditions
precedent, any or all of which may be waived by Telecommunications. These
conditions apply to all of the sellers and the failure of one seller to satisfy
these conditions can prevent the other sellers from closing their transactions
with Telecommunications. However, the Telecommunications Purchase Agreement does
allow for a partial closing if all of the conditions of the Telecommunications
Purchase Agreement have been satisfied or waived with respect to certain primary
cable television systems, which includes all of Enstar 1984's system except for
that portion of the system located in Snow Hill, North Carolina. At a partial
closing, only the assets of those systems

- 27 -

for which conditions have been satisfied or waived will be sold to
Telecommunications. These conditions include:

o each representation and warranty made by the Sellers in the
Telecommunications Purchase Agreement shall have been true and correct
as of the date made and as of the closing date;

o the Sellers shall have performed and complied with all covenants made
by them;

o the Sellers shall have obtained the required number of Material
Consents, as that term is defined in the Telecommunications Purchase
Agreement;

o no judgment, decree, order or other legal prohibition having the force
of law shall be in effect on the closing date that would prevent or
make unlawful the closing;

o the Sellers shall have furnished to Telecommunications certain required
certificates, bills of sale, assignments, assumptions, consents and
other agreements;

o the Sellers shall have obtained any and all necessary partner
consents, which includes the consent of a majority-in-interest of the
limited partners of each of the Sellers;

o there shall have been no material adverse change in the business,
financial condition or prospects of the Telecommunications Assets or
the related cable systems since the date of the Telecommunications
Purchase Agreement;

o an affiliate of Sellers will enter into a master advertising sales
agreement with Telecommunications; and

o satisfactory completion by Telecommunications of its due diligence
investigation and audit of Sellers.

The Sellers' obligations to sell the Telecommunications Assets are
subject to conditions precedent comparable to those of Telecommunications, any
or all of which may be waived by the Sellers.

INDEMNIFICATION

Telecommunications has agreed that following the closing it will
indemnify the Sellers for claims that arise out of or are related to (a)
breaches of any representation or warranty of Telecommunications set forth in
the Telecommunications Purchase Agreement, or failure of Telecommunications to
perform or comply with the covenants or obligations of Telecommunications set
forth in the Telecommunications Purchase Agreement, (b) the assertion of any
claim against the Sellers by any person or governmental authority arising out of
the operation of the Telecommunications Assets after the closing date, or (c)
any of the assumed liabilities (as defined in the Telecommunications Purchase
Agreement).

Enstar 1984 has agreed on its own behalf (and not jointly with the
other Sellers) that following the closing it will indemnify Telecommunications
for claims that arise out of or are related to (a) breaches of any
representation or warranty of Enstar 1984 set forth in the Telecommunications
Purchase Agreement, or failure of Enstar 1984 to perform or comply with the
covenants or obligations of the partnership set forth in the Telecommunications
Purchase Agreement, or (b) liabilities of the partnership accruing on or prior
to

- 28 -

the closing date or arising from the ownership and operation of the system
prior to the closing date, except those assumed by Telecommunications under the
Telecommunications Purchase Agreement.

In order to provide funds for the payment of any indemnification to
which Telecommunications may be entitled, Telecommunications will deposit
$500,000 of the total purchase price in escrow, of which $127,636 will be the
partnership's portion of the purchase price placed in escrow. The
Telecommunications Purchase Agreement provides that the Indemnity Escrow
Agreement will limit payments out of escrow to Telecommunications for
indemnification from the partnership to the $127,636 deposited by the
partnership into escrow. However, Telecommunications' rights with respect to
indemnification are not limited to the dollar amount held in escrow.

The following limitations apply to indemnification claims:

o subject to certain exceptions, the representations and warranties made
by the parties will survive the closing for a period of 13 months. No
claim for indemnification for breach of any representation or warranty
may be asserted by any party after the expiration of the 13-month
period, provided that written assertions of claims made in a timely
manner will extend the 13-month indemnification period with respect to
that particular claim until the claim is conclusively resolved;

o claims for indemnification arising from the breach of any
representation or warranty will not take into account or be qualified
by any considerations of materiality or knowledge which might be
expressed in the representation or warranty;

o the amount of any indemnifiable claim will be reduced by the amount of
any insurance proceeds and tax benefits resulting to the party being
indemnified from the subject matter of the claim;

o Sellers are not required to indemnify Telecommunications for claims
arising from the breach of any representation or warranty until the
aggregate amount of all such claims exceeds $100,000, in which case the
Sellers responsible for the claims will be liable for the total amount
of all such claims starting from the first dollar of loss or damage;

o subject to certain exceptions, the Sellers' joint aggregate liability
to Telecommunications for indemnification claims arising from the
breach of any of the Sellers' representations and warranties are
limited to losses or damages of $1,600,000; and

o Telecommunications is not required to indemnify a Seller for claims
arising from the breach of any representation or warranty until the
aggregate amount of all such claims against Telecommunications for all
Sellers exceeds $100,000, in which case Telecommunications will be
liable for the total amount of all such claims starting from the first
dollar of loss or damage.

TERMINATION AND REIMBURSEMENT

The Telecommunications Purchase Agreement may be terminated prior to
the closing only in accordance with the following situations:

o at any time by mutual consent of the Sellers and Telecommunications;

o by either the Sellers or Telecommunications if the closing has not
taken place by June 30, 2003, other than by reason of a breach or
default of any of the covenants or agreements contained in the

- 29 -

Telecommunications Purchase Agreement by the party seeking to
terminate; provided that, the parties may mutually agree to extend such
date if as of such date the conditions to closing have not been
satisfied;

o by either the Sellers or Telecommunications if the other party is in
material breach of the Telecommunications Purchase Agreement and does
not cure the breach within 30 days;

o by either the Sellers or Telecommunications if the representations
and warranties of the other party are not true and correct in all
respects and such failure is not cured by the closing date; or

o by the Sellers if the requisite partners' approval of the Sellers
has not been obtained.

SOURCE OF FUNDS

Telecommunications has represented and warranted that it has the
financial capability, including to obtain financing, necessary to consummate the
purchase of the Telecommunications Assets.

CLOSING

The closing will take place at 9:00 a.m. on the last business day of
the calendar month after the satisfaction or waiver of all conditions precedent
to closing, as set forth in the Telecommunications Purchase Agreement, but no
later than June 30, 2003. The Telecommunications Purchase Agreement also allows
for a partial closing if all of the conditions of the Telecommunications
Purchase Agreement have been satisfied or waived with respect to certain primary
cable television systems (which do not include that portion of the system
located in Snow Hill, North Carolina). At a partial closing, only the assets of
those systems for which conditions have been satisfied or waived will be sold to
Telecommunications (including Enstar 1984's system if the conditions relating to
that system have been satisfied or waived). We presently expect closing for the
system will occur on or before June 30, 2003. The closing will occur at the
offices of Charter Communications, Inc.

- 30 -

DESCRIPTION OF ASSETS

The table below sets forth operating statistics for the Enstar 1984
system as of September 30, 2002:

AVERAGE
PREMIUM MONTHLY
HOMES BASIC BASIC SERVICE PREMIUM REVENUE PER
SYSTEM PASSED(a) SUBSCRIBERS PENETRATION(b) UNITS(c) PENETRATION(d) SUBSCRIBER(e)

Brownsville, Tennessee........... 16,400 4,500 27.4% 1,300 28.9% $ 48.97
Snowhill, North Carolina......... 5,600 1,400 25.0 1,300 92.9 41.19
-------- --------- --------
Total............................ 22,000 5,900 26.8 2,600 44.1 47.12
======== ========= ========

<FN>
- ------------------

(a) 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 cable systems without any further extension of
principal transmission lines. The estimates are based upon a variety of
sources, including billing records, house counts, city directories and
other local sources.

(b) Basic subscribers as a percentage of homes passed by cable.

(c) 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.

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

(e) Average monthly revenue per basic subscriber has been computed based on
revenue for the nine months ended September 30, 2002, divided by nine
months, divided by the actual number of basic subscribers at September
30, 2002.

USE OF PROCEEDS AND CASH DISTRIBUTIONS

The following table sets forth the anticipated application of the net
proceeds from the Telecommunications Sale. The amount available for distribution
to the unitholders shown below assumes that all of the partnership's system is
sold to Telecommunications for the price, and subject to the other terms and
conditions, contained in the purchase agreement, including estimated closing
adjustments.

As promptly as practicable following the Telecommunications Sale, and
calculation of all required sale price adjustments, the general partner will
seek to discharge all of the liabilities of the partnership and distribute its
remaining assets to itself and the unitholders in accordance with the limited
partnership agreement of Enstar 1984. The general partner presently estimates
that the liquidating distributions to the unitholders from the proceeds of the
Telecommunications Sale would total approximately $113 per unit, after estimated
closing adjustments, taxes and expenses and liquidation expenses. This estimate
is based on the assumed expenses shown below, and also assumes a closing of the
Telecommunications Sale on or before June 30, 2003. HOWEVER, WE CANNOT ASSURE
YOU OF THE ACTUAL AMOUNTS DISTRIBUTED, OR AS TO THE AMOUNTS SET FORTH BELOW.
ACTUAL AMOUNTS MAY VARY MATERIALLY FROM THESE ESTIMATES.

- 31 -

The distributions will be distributed in proportion to, and to the
extent of, the positive capital account balances of the partners.

USE OF PROCEEDS AND DISTRIBUTIONS OF ENSTAR 1984

Sale Proceeds(1)............................................. $ 3,916,300
Less: Tennessee excise tax.................................. 5,000
Less: closing expenses(2)................................... 156,600
Plus: working capital adjustment(3)......................... 488,500
Less: due to affiliates(4).................................. 827,700
------------

Net distribution amount...................................... 3,415,500
Less: Distribution to general partner(5).................... 34,200
Distributions to unitholders................................. 3,381,300
Estimated distributions to unitholders per unit.............. $ 113

<FN>
- --------------

(1) Approximate. Actual amount is $3,916,288.

(2) The partnership's expected expenses in connection with the Liquidation Plan
will be as follows:

Broker's fees............................................ $ 45,400
Legal fees............................................... 40,700
Accounting fees.......................................... 26,600
Solicitation expenses.................................... 3,200
Printing and mailing..................................... 26,600
Filing fees and other miscellaneous expenses............. 14,100
------------
$ 156,600

(3) The sale price is subject to adjustment pursuant to the purchase
agreement with Telecommunications. This adjustment is only an estimate
and the adjustment actually made at closing may be more or less than
this amount.

(4) Represents deferred management fees and deferred expenses due to the
general partner and its affiliates.

(5) The general partner of Enstar 1984 has a 1% interest in partnership
distributions until the amounts specified in the partnership agreement
(generally the limited partners' subscription amount plus a specified
return) are received by the limited partners, after which the general
partner has a 20% interest in partnership distributions. Under the
partnership agreement, the general partner of Enstar 1984 will receive
approximately $34,200 of the estimated net distribution amount.

DISADVANTAGES OF THE LIQUIDATION PLAN

The principal disadvantages that would result to the unitholders and
the general partner of Enstar 1984 from completing the Liquidation Plan are that
by selling the system now, Enstar 1984 would not benefit from any increased
revenues that might result from an upgrade of the system, or from possible
further improvements in economic and market conditions that might increase the
sale price of the system and, thereby, increase the system's liquidation or
going-concern value to the unitholders and the general partner of Enstar 1984.
However, we do not believe that significant increases in revenues are likely to
result from an upgrade, or that in its present condition, the system's sale
value is likely to increase. Accordingly, in our view these potential risks are
outweighed by the potential benefits to be realized from the Liquidation Plan.

- 32 -

CONSEQUENCES OF FAILURE TO APPROVE THE LIQUIDATION PLAN

If the Systems Sale and the Liquidation Plan are not completed, Enstar
1984 will continue to operate the system for an indefinite period of time. If
the Liquidation Plan is not approved, we believe the partnership will continue
to face significant competition from, and (without substantial technological
upgrades) continue to lose subscribers to DBS operators. In our view, unless the
partnership upgrades the system to have two-way transmission capability, it will
not be able to offer internet and other interactive services comparable to those
offered by the DBS operators that currently compete with the partnership for
video subscribers. Even if the partnership was to undertake such upgrades, we
believe that their cost would prevent the partnership from operating profitably
for at least the duration of its franchise that covers the largest number of
subscribers (i.e., its Brownsville, Tennessee franchise). Last, if the
Telecommunications Sale is not approved, we expect to continue to seek buyers
for the System from time to time when, in our judgment, market conditions are
favorable. We believe that any such sale likely would be on terms less favorable
than the terms of the Telecommunications Sale. Failure by the unitholders to
approve the Liquidation Plan will not affect their rights under the partnership
agreement of Enstar 1984.

LIQUIDATION OF ENSTAR 1984

The partnership will sell all of its cable television system as part of
the Telecommunications Sale. Consequently, after the Telecommunications Sale,
the partnership will have no cable television system assets. The partnership
will no longer be able to fulfill its partnership purpose, which is to own and
operate cable television systems. Therefore, the partnership will dissolve after
completing the Telecommunications Sale, paying its debts and distributing the
balance of the proceeds to its partners.

We presently expect that the Telecommunications Sale will close on or
before June 30, 2003. As soon as practicable following the closing of the
Telecommunications Sale, the general partner, on behalf of Enstar 1984, will
cause Enstar 1984 to: (a) pay all costs associated with the Liquidation Plan,
including costs associated with the solicitation of consents from the
unitholders; (b) estimate and reserve for all such costs associated with the
Liquidation Plan for which invoices have not yet been received; and (c) provide
a further contingency reserve for all other outstanding expenses and liabilities
of Enstar 1984. The general partner will cause Enstar 1984 to distribute the
balance of the cash from the Liquidation Plan to the unitholders and the general
partner, as provided in the partnership agreement.

We anticipate making initial distributions to the unitholders within
90 days after the closing of the Telecommunications Sale. The remaining assets
of Enstar 1984, and any remainder of the contingency reserve, will be
distributed to the unitholders and the general partner as soon as practicable
after the release of any remaining sales proceeds from escrow. We estimate
that this will occur approximately 13 months after the close of the
Telecommunications Sale. Enstar 1984 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.
Further, it does not summarize state tax consequences of the Liquidation Plan,
which can vary from state to state. The tax information included here was
prepared from tax data compiled by the general partner in its role as Enstar
1984's tax administrator. The tax discussion that follows is merely intended to
inform unitholders of factual information; it should not be considered tax
advice and should not be relied upon as such. This summary also is not intended
to be and should not be considered an opinion respecting the federal, state,
local or

- 33 -

foreign tax consequences to a particular limited partner. DUE TO THE
COMPLEXITY OF THE TAX ISSUES INVOLVED, WE URGE THE UNITHOLDERS TO CONSULT WITH
THEIR PERSONAL TAX ADVISERS REGARDING THEIR INDIVIDUAL CIRCUMSTANCES AND THE TAX
REPORTING CONSEQUENCES OF THE LIQUIDATION PLAN.

This summary is based upon: the Internal Revenue Code of 1986, as
amended (which is also referred to as the Code); existing Final, temporary and
proposed Treasury regulations thereunder (which are also referred to as the
"Regulations"); published rulings and practices of the Internal Revenue Service
(which is also referred to as the "IRS"); and court decisions, each as currently
in effect. We cannot assure you that the IRS will agree with the conclusions in
this section 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 also is subject to subsequent issuance of Treasury regulations
and procedures for federal income tax reporting.

This summary only addresses those unitholders who hold their units as a
capital asset and 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 (including the application of
the alternative minimum tax), or to certain types of unitholders who are subject
to special treatment. For example, insurance companies, 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.

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 the partner's income tax liability that partner's allocable
share of the partnership's items of income, gain, loss, deduction and credit.
The distribution of cash attributable to partnership income is generally not a
separate taxable event. This tax treatment, however, depends entirely upon
Enstar 1984's classification as a "partnership" (rather than as an "association
taxable as a corporation") for federal income tax purposes. This summary assumes
that the partnership has been and will continue to be properly classified as a
"partnership" for federal income tax purposes. No opinion of counsel or of the
partnership's independent accountants or ruling from the IRS is currently being
sought with respect to this partnership status issue.

FEDERAL INCOME TAX CONSEQUENCES

o REALIZATION OF GAIN ON SALE OF ASSETS. Consummation of the
Liquidation Plan will cause the partnership to recognize gain for federal income
tax purposes. In general, that gain will equal the excess of the "amount
realized" over the partnership's adjusted basis in the assets. The general
partner anticipates that some or all of the recognized gain will be taxable as
ordinary income resulting from the recapture of previously claimed deductions
for depreciation and amortization under section 1245 of the Code. The gain
recognized by a limited partner may be reduced by the limited partner's prior
losses not deductible because of the "passive activity loss" limitations under
section 469 of the Code. For more information please see the subsection entitled
"Passive Activity Losses" below.

o PASSIVE ACTIVITY LOSSES. Under section 469 of the Code, non-corporate
taxpayers, personal service corporations or other closely held corporations
generally can deduct "passive activity losses" in any year only to the extent of
its passive activity income for that year. Substantially all post-1986 losses of
unitholders from the partnership should be considered passive activity losses.
Thus, unitholders may have "suspended" passive losses from the partnership
(i.e., post-1986 net taxable losses in excess of statutorily

- 34 -

permitted "phase-in" amounts which have not been used to offset income from
other activities) which may be available to shelter gain from the Liquidation
Plan. Unitholders should consult their own tax advisors regarding the effect
that the passive activity loss rules will have upon his or her tax situation.

o UNRELATED BUSINESS INCOME. For most tax-exempt unitholders, a
portion of the gain from the sale of the assets will be treated as unrelated
business income subject to tax under section 511 of the Code. 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. Additional unrelated business
income may result to a tax-exempt unitholder that 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
partnership's system.

o FOREIGN INVESTORS. A unitholder who is a nonresident alien
individual, foreign corporation or other foreign person, is subject to a
withholding tax on that person's share of the gain recognized on the Liquidation
Plan, assuming the partnership is deemed to be engaged in a U.S. trade or
business and the partnership's taxable income is effectively connected with the
trade or business. The withholding rates are 38.6% for unitholders other than
corporate unitholders and 35% for corporate unitholders. Amounts withheld will
be remitted to the IRS and the foreign person will receive a credit on such
person's U.S. income tax return filed for the amount of the tax withheld by the
partnership. The tax withheld will be treated as a distribution to the foreign
unitholder.

o COMPLETE LIQUIDATION. In general, upon complete liquidation of the
partnership, gain may be recognized by a unitholder upon receipt of a
liquidating distribution, but only to the extent any money (and certain other
property) received exceeds the adjusted basis of the unitholder's units. In most
cases, we anticipate that a unitholder's basis for his units should exceed his
liquidating distribution, primarily because the basis for his units will be
increased by his share of gain on the sale of the assets. Thus, little or no
additional gain should be recognized as a result of receiving a liquidating
distribution. However, this may not be true in all cases, as some of the
unitholders may recognize gain on the liquidation of the partnership in addition
to their share of gain realized by the partnership on the sale of the
partnership's assets. Since any decrease in a unitholder's share of partnership
liabilities is deemed to be a distribution of money, the amount of gain on a
liquidation distribution may exceed the actual distribution of money. Loss will
generally be recognized by a unitholder only if he receives no property other
than money, and then only to the extent the adjusted basis of his units exceed
the sum of any money received. However, the deductibility of capital losses is
limited for both corporate and non-corporate unitholders.

UNITHOLDERS ARE URGED TO CONSULT THEIR PERSONAL TAX ADVISORS FOR ADVICE
REGARDING THE FEDERAL INCOME TAX CONSEQUENCES TO THEM WITH RESPECT TO THE
LIQUIDATION PLAN, INCLUDING THE LIQUIDATION AND TERMINATION OF THE PARTNERSHIP.

STATE TAX CONSEQUENCES

Many states impose income tax withholding requirements on partnerships
that have nonresident partners. These requirements are at the partnership level
and, therefore, do not reflect the actual tax profile of the individual partner.
Nonetheless, we urge the unitholders to consult their personal tax advisors for
advice regarding the application of the information set forth herein to their
individual circumstances, including the state tax consequences to each of them
on the consummation of the Liquidation Plan and related distributions.

- 35 -

NO APPRAISAL RIGHTS

If the unitholders owning a majority of the units on the Record Date
vote in favor of the Liquidation Plan, that approval will bind all unitholders.
The partnership agreement of Enstar 1984 and the Georgia Revised Uniform Limited
Partnership Act, under which Enstar 1984 is governed, do not give rights of
appraisal or similar rights to unitholders who dissent from the vote of the
majority-in-interest in approving the Liquidation Plan. Accordingly, dissenting
unitholders do not have the right to have their units appraised and to have a
judicial determination of the fair value of their units paid to them because
they disapprove of the Liquidation Plan.

NO ESTABLISHED MARKET PRICES FOR PARTNERSHIP UNITS

No established market for the units of Enstar 1984 was ever expected to
develop, and none has developed. Consequently, transactions in the units have
been limited and sporadic, and it is not known to what extent those transactions
have been on a fully arm's-length basis, as between willing buyers and willing
sellers.

The following table sets forth the high and low sales prices, known
to us, for Enstar 1984's units during the period October 1, 2000 through
September 30, 2002:

TOTAL UNITS
PERIOD HIGH LOW NUMBER TRADED
- ------ ------------------ ------------------ ---------------- -----------------

October-December 2000.......... $401 $175 4 84
January-March 2001............. 406 203 43 2,266
April-June 2001................ 334 334 1 8
July-September 2001............ 245 245 2 58
October-December 2001.......... 232 232 1 300
January-March 2002............. 350 200 16 1,379
April-June 2002................ 0 0
June-September 2002............ 210 210 3 600

DISTRIBUTIONS TO UNITHOLDERS

Since the inception of Enstar 1984, the partnership has made aggregate
cash distributions to its unitholders in the amount of approximately $10,572,900
or an aggregate of $353 per unit. These distributions were made from the
partnership's operating cash flow. However, Enstar 1984 has made no
distributions to unitholders since 1990.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

On November 30, 2002, there were 29,940 units issued and outstanding
and entitled to vote on matters upon which the unitholders may vote or consent,
which were held by 755 unitholders. None of the affiliates of the general
partner, or any of the executive officers or directors of the general partner or
any of its affiliates, owns any of the units, nor has any of these persons
engaged in any transaction in the units during the 60-day period immediately
preceding the date hereof.

As of December 20, 2002, the following group of affiliated unitholders
beneficially owned, in the aggregate, 5% or more of the total outstanding units.
As of the date hereof, there is no other person known by the partnership to own
beneficially, or that may be deemed to own beneficially, more than 5% of the
units.

- 36 -

BENEFICIAL OWNERSHIP
------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT PERCENT
- ---------------------------------------- --------------- ---------------

Paul J. Isaac
75 Prospect Avenue
Larchmont, NY 10538..................... 1,510 5.04%

The general partner is an indirect, wholly-owned subsidiary of Charter
Communications, Inc. Charter Communications, Inc., is beneficially controlled by
Paul G. Allen.

IDENTITY AND BACKGROUND OF CERTAIN PERSONS

ENSTAR COMMUNICATIONS CORPORATION

Enstar Communications is the general partner of Enstar 1984. Enstar
Communications is a Georgia corporation whose principal business is to engage in
the cable and telecommunications business, both as general partner of 14 limited
partnerships formed to own and operate cable television systems, and through a
wholly-owned operating subsidiary. As of December 31, 2001, Enstar
Communications managed cable television systems serving approximately 74,000
basic subscribers. Enstar Communications has caused Enstar 1984 to pursue a
process of liquidation because of difficulties of profitably operating a rural
system on a long-term basis. The address and telephone number of Enstar
Communications' principal executive offices is 12405 Powerscourt Drive,
St. Louis, Missouri 63131; tel. (314) 965-0555.

Set forth below is certain general information about the Director and
the Executive Officers of Enstar Communications. Each of these individuals holds
the same positions as an executive officer of each of the Filing Persons, except
for Steven A. Schumm, who also serves as the sole director of Enstar
Communications. Information about the directors of Charter Communications, Inc.,
is set forth under "Identity and Background of Certain Persons -- Charter
Communications, Inc." on pages 40-42.

The business address and telephone number of each of the following
individuals is 12405 Powerscourt Drive, St. Louis, Missouri; tel.:
(314) 965-0555.

Name Age Position
- ---- --- --------

Steven A. Schumm........ 50 Director, Executive Vice President, Chief Administrative Officer and
Interim Chief Financial Officer

Carl E. Vogel........... 44 President and Chief Executive Officer

David C. Andersen....... 53 Senior Vice President - Communications

Margaret A. Bellville... 49 Executive Vice President and Chief Operating Officer

J. Christian Fenger..... 47 Senior Vice President of Operations - Western Division

Eric A. Freesmeier...... 49 Senior Vice President - Administration

Ralph G. Kelly.......... 44 Senior Vice President - Treasurer

Paul Martin............. 41 Senior Vice President - Corporate Controller

- 37 -

David L. McCall......... 46 Senior Vice President of Operations - Eastern Division

Majid R. Mir............ 51 Senior Vice President - Telephony and Advanced Services

John C. Pietri.......... 52 Senior Vice President - Engineering

Michael E. Riddle....... 42 Senior Vice President and Chief Information Officer

Dianne Schneiderjohn.... 45 Senior Vice President - Marketing and Programming

Curtis S. Shaw.......... 53 Senior Vice President, General Counsel and Secretary

Steven E. Silva......... 42 Executive Vice President - Corporate Development and Chief Technology
Officer

STEVEN A. SCHUMM, Director, Executive Vice President, Chief
Administrative Officer and Interim Chief Financial Officer. Prior to joining
Charter Investment, Inc. (also called "Charter Investment") (a predecessor of,
and currently an affiliate of, Charter Communications, Inc., which is also
referred to as Charter) in 1998, Mr. Schumm was Managing Partner of the
St. Louis office of Ernst & Young LLP for 14 years. He had joined Ernst & Young
in 1974. He served as one of 10 members of the firm's National Tax Committee.
Mr. Schumm earned a B.S. degree from Saint Louis University.

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

DAVID C. ANDERSEN, Senior Vice President - Communications. Prior to
joining Charter Communications, Inc., and Enstar Communications in May 2000, Mr.
Andersen served as Vice President of Communications for CNBC, the worldwide
cable and satellite business news network subsidiary of NBC, from September 1999
to April 2000. He worked for Cox Communications, Inc. from 1982 to 1999,
establishing their public relations department and advancing to Vice President
of Public Affairs. He held various positions in communications with the General
Motors Corporation from 1971 until 1982. Mr. Andersen is a past recipient of the
cable industry's highest honor -- the Vanguard Award. He serves on the board of
KIDSNET, the educational non-profit clearinghouse of children's programming, and
is a former Chairman of the National Captioning Institute's Cable Advisory
Board.

MARGARET A. BELLVILLE, Executive Vice President and Chief Operating
Officer. Before joining Charter in December 2002, Ms. Bellville was President
and CEO of Incanta Inc., a technology-based streaming content company from 2001
to 2002. Prior to that, she worked for six years at Cox

- 38 -

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

J. CHRISTIAN FENGER, Senior Vice President of Operations - Western
Division. Mr. Fenger was promoted to his current position in January 2002,
having served as Vice President and Senior Vice President of Operations for the
North Central Region since 1998. From 1992 until joining Charter in 1998, Mr.
Fenger served as the Vice President of Operations for Marcus Cable, and, prior
to that, as Regional Manager of Simmons Cable TV since 1986. Mr. Fenger received
his bachelor's degree and his master's degree in communications management from
Syracuse University's Newhouse School of Public Communications.

ERIC A. FREESMEIER, Senior Vice President - Administration. From 1986
until joining Charter Investment in 1998, Mr. Freesmeier served in various
executive management positions at Edison Brothers Stores, Inc. Earlier, he held
management and executive positions at Montgomery Ward. Mr. Freesmeier holds a
bachelor's degree from the University of Iowa and a master's degree from
Northwestern University's Kellogg Graduate School of Management.

RALPH G. KELLY, Senior Vice President - Treasurer. Prior to joining
Charter Investment in 1993, Mr. Kelly was controller and then treasurer of
Cencom Cable Associates between 1984 and 1992. He left Charter Investment in
1994 to become Chief Financial Officer of CableMaxx, Inc., and returned in 1996.
Mr. Kelly received his bachelor's degree in accounting from the University of
Missouri - Columbia and his M.B.A. degree from Saint Louis University. Mr. Kelly
is a certified public accountant.

PAUL E. MARTIN, Senior Vice President -- Corporate Controller. Prior to
his promotion to his current position on April 22, 2002, Mr. Martin was Vice
President and Corporate Controller from March 2000 of Charter. Prior to joining
Charter in March 2000, Mr. Martin was Vice President and Controller for
Operations and Logistics for Fort James Corporation, a manufacturer of paper
products. From 1995 to February 1999, Mr. Martin was Chief Financial Officer of
Rawlings Sporting Goods Company, Inc. Mr. Martin is a certified public
accountant and was associated with Arthur Andersen LLP for nine years. Mr.
Martin received a B.S. degree in accounting from the University of Missouri --
St. Louis.

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

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

- 39 -

of West Florida and holds a master's degree in business administration from the
University of South Florida.

JOHN C. PIETRI, Senior Vice President - Engineering. Prior to joining
Charter Investment in 1998, Mr. Pietri was with Marcus Cable for nine years,
most recently serving as Senior Vice President and Chief Technical Officer.
Earlier, he was in operations with West Marc Communications and Minnesota
Utility Contracting. Mr. Pietri attended the University of Wisconsin - Oshkosh.

MICHAEL E. RIDDLE, Senior Vice President and Chief Information Officer.
Prior to joining Charter in December 1999, Mr. Riddle was Director, Applied
Technologies of Cox Communications for four years. Prior to that, he held
technical and management positions during 17 years at Southwestern Bell and its
subsidiaries. Mr. Riddle attended Fort Hays State University.

DIANE L. SCHNEIDERJOHN, Senior Vice President - Marketing and
Programming. Ms. Schneiderjohn joined Charter Communications, Inc. in April
2002. From 2000-2002, Ms. Schneiderjohn was the Managing Partner for Carlsen
Resources' Global Media Division. From 1995-2000, Ms. Schneiderjohn was the
Senior Vice President for Turner International Asia Pacific, establishing its
marketing organization and advancing to oversee all aspects of distribution
sales for Turner products and networks, including CNN. Prior to Turner
International, Ms. Schneiderjohn spent nearly 12 years with Viacom's Cable
Division, where she served in a variety of marketing positions. She has held
positions on numerous boards and advisory committees, including the national
board of Women in Cable and Telecommunications (WICT) and the national board of
the National Association of Minorities in Communications (NAMIC). Ms.
Schneiderjohn holds a B.S. degree from the University of California, Berkeley.

CURTIS S. SHAW, Senior Vice President, General Counsel and Secretary.
From 1988 until he joined Charter Investment in 1997, Mr. Shaw served as
corporate counsel to NYNEX. Since 1973, Mr. Shaw has practiced as a corporate
lawyer, specializing in mergers and acquisitions, joint ventures, public
offerings, financings, and federal securities and antitrust law. Mr. Shaw
received a B.A. degree from Trinity College and a J.D. degree from Columbia
University School of Law.

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

The business address and telephone number of each of the sole director
and each of the executive officers listed above are: 12405 Powerscourt Drive,
St. Louis, Missouri 63131, Telephone: (314) 965-0555.

CHARTER COMMUNICATIONS, INC.

Charter Communications, Inc. (also referred to as "Charter, Inc.") is a
publicly-traded Delaware corporation that, operating through its subsidiaries,
is the third largest operator of cable television systems in the United States.
It provides cable television and other telecommunications services to
approximately 6.7 million customers in 40 states. Since 1999, Charter, Inc.,
through its subsidiaries, completed 18 cable system acquisitions, which added
approximately 4.7 million customers. Under management agreements with Charter
Communications Holding Company, LLC ("Holdco") and Charter Communications
Operating, LLC ("Operating"), Charter, Inc. is responsible for the management of
Holdco, Operating and

- 40 -

their respective subsidiaries (which include all of the other Filing Persons)
and controls the affairs of each of them. Paul G. Allen controls approximately
93.5% of the voting power of Charter, Inc.

Listed below are the directors of Charter, Inc. Information about
Charter, Inc.'s executive officers is set forth under the heading "Identity and
Background of Certain Persons - Enstar Communications Corporation" on
pages 37-40.

The business address and telephone number of Charter, Inc. and each of
the following individuals is 12405 Powerscourt Drive, St. Louis, Missouri 63131;
tel. (314) 965-0555.

PAUL G. ALLEN, 48, has been Chairman of the Board of Directors of
Charter since July 1999, and chairman of the board of directors of Charter
Investment since December 1998. Mr. Allen, a co-founder of Microsoft
Corporation, has been a private investor for more than five years, with
interests in over 140 companies, many of which contribute to the Wired World(TM)
vision that Charter shares. Mr. Allen's investments include Vulcan Ventures
Incorporated, Portland Trail Blazers NBA team, Seattle Seahawks NFL franchise,
Vulcan Programming, Inc. and Vulcan Cable III Inc., and he has investments in
TechTV, Inc., DreamWorks LLC, High Speed Access Corp., Oxygen Media, LLC and
Wink Communications, Inc. He is a director of TechTV, Inc. and numerous
privately held companies.

CARL E. VOGEL, 44 (See "Identity and Background of Certain Persons --
Enstar Communications Corporation" on pages 37-40).

MARC B. NATHANSON, 56, has been a director of Charter since January
2000. Mr. Nathanson is the chairman of Mapleton Investments LLC, an investment
vehicle formed in 1999. He also founded and served as chairman and chief
executive officer of Falcon Holding Group, Inc., a cable operator, and its
predecessors, from 1975 until 1999. He served as chairman and chief executive
officer of Enstar Communications Corporation from 1988 until November 1999.
Prior to 1975, Mr. Nathanson held executive positions with Teleprompter
Corporation, Warner Cable and Cypress Communications Corporation. In 1995, he
was appointed by the President of the United States to, and since 1998 has
served as chairman of, The Broadcasting Board of Governors.

RONALD L. NELSON, 49, has been a director of Charter since November
1999. Mr. Nelson is a founding member of DreamWorks LLC, where he has served in
executive management since 1994. Prior to that time, during his 15 years at
Paramount Communications Inc., he served in a variety of operating and executive
positions. He currently serves as a member of the board of directors of Advanced
Tissue Sciences, Inc. and Centre Pacific, L.L.C., a registered investment
advisor. Mr. Nelson has a B.S. degree from the University of California at
Berkeley and an M.B.A. degree from the University of California at Los Angeles.

NANCY B. PERETSMAN, 47, has been a director of Charter since November
1999. Ms. Peretsman has been a managing director and executive vice president of
Allen & Company Incorporated, an investment bank unrelated to Paul G. Allen,
since 1995. From 1983 to 1995, she was an investment banker at Salomon Brothers
Inc., where she was a managing director since 1990. She is a director of
Priceline.com Incorporated and several privately held companies. She has a B.A.
degree from Princeton University and an M.P.P.M. degree from Yale University.

WILLIAM D. SAVOY, 38, has been a director of Charter since July 1999
and a director of Charter Investment since December 1998. Since 1990, Mr. Savoy
has been an officer and a director of many affiliates of Mr. Allen, including
vice president and a director of Vulcan Ventures Incorporated and president of
Vulcan, Inc., Vulcan Programming, Inc. and Vulcan Cable III Inc. Mr. Savoy also
serves on the advisory board of DreamWorks LLC and as a director of
drugstore.com, RCN Corporation, Telescan,

- 41 -

Inc., TechTV, Inc. and Digeo Technology, Inc. Mr. Savoy holds a B.S. degree in
computer science, accounting and finance from Atlantic Union College.

JOHN H. TORY, 47, has been a director of Charter since December 2001.
Mr. Tory is the President and Chief Executive Officer of Rogers Cable Inc.,
Canada's largest broadband cable operator, and has held that position since
April 1999. From 1995 to 1999, Mr. Tory was President and Chief Executive
Officer of Rogers Media Inc., a broadcasting and publishing company. Prior to
joining Rogers, Mr. Tory was a managing partner and member of the executive
committee at Tory Tory DesLauriers & Binnington, one of Canada's largest law
firms. Mr. Tory serves on the board of a number of Canadian companies, including
Rogers Cable Inc., Rogers Media Inc., Cara Operations Limited, Enbridge
Consumers Gas and the Toronto Blue Jays Baseball Club. He also served for nine
years as the Chairman of the Canadian Football League, including four years as
League Commissioner. Mr. Tory was educated at University of Toronto Schools,
Trinity College (University of Toronto) and Osgoode Hall Law School.

LARRY W. WANGBERG, 59, has been a director of Charter Communications,
Inc. since January 2002. Mr. Wangberg served as Chairman, Chief Executive
Officer and a director of TechTV Inc., a cable television network, since 1997
until July 2002. Prior to joining TechTV Inc., Mr. Wangberg was chairman and
Chief Executive Officer of StarSight Telecast Inc., an interactive navigation
and program guide company which later merged with Gemstar International, from
1994 to 1997. Mr. Wangberg was chairman and Chief Executive Officer of Times
Mirror Cable Television and senior vice president of its corporate parent, Times
Mirror Co., from 1983 to 1994. He currently serves on the boards of TechTV Inc.,
Autodesk Inc., and ADC Telecommunications. Mr. Wangberg holds a bachelor's
degree in mechanical engineering and a master's degree in industrial
engineering, both from the University of Minnesota.

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC

Charter Communications Holding Company, LLC ("Holdco") is a Delaware
limited liability company, and a direct subsidiary of Charter, Inc. Holdco,
through its subsidiaries (which include Enstar Communications Corporation) owns
and operates Charter Inc.'s cable television systems. The business address and
telephone number of Holdco's principal office is 12405 Powerscourt Drive,
St. Louis, Missouri 63131; tel. (314) 965-0555.

VOTING PROCEDURES

The Liquidation Plan will not be carried out unless it is approved by a
majority-in-interest of the unitholders. A vote of the holders of a majority of
the units on the Record Date to approve the Liquidation Plan will bind all
unitholders as to the Liquidation Plan.

The close of business on ________, 2003, is 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
will be solicited during the period, also referred to as the "Solicitation
Period," which begins on _________ and will end at 5:00 p.m., New York City
time, on the earlier of (1) the date on which the consents of the holders of a
majority of the units entitled to consent and approving the Liquidation Plan are
received by us and/or the soliciting agent; or (2) _______________, 2003 (or, if
the general partner extends the Solicitation Period, then at any time before
5:00 p.m., New York City time, on the expiration date of such extended
Solicitation Period). 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 and dating the
enclosed consent card and returning it in the enclosed self-addressed envelope
to D.F. King & Co., Inc., 77 Water Street, New York, New York 10005,

- 42 -

a company Enstar 1984 has engaged to act as its soliciting agent. An
extension of the Solicitation Period will not impact the validity of consents
already received.

If you sign and send in the enclosed consent card and do not indicate
how you want to vote as to the Liquidation Plan, your consent card will be
treated as voting to APPROVE the Liquidation Plan. If you fail to send in your
consent card, it will have the same effect as a vote to DISAPPROVE the
Liquidation Plan. If you ABSTAIN as to the Liquidation Plan, it will have the
same effect as a vote to DISAPPROVE the Liquidation Plan.

You may change your vote at any time before 5:00 p.m., New York City
time, on the earlier of (1) the date on which the consents of the holders of a
majority of the units entitled to consent and approving the Liquidation Plan are
received by us and/or the soliciting agent; or (2) ___________, 2003 (or, if the
general partner extends the Solicitation Period, then at any time before
5:00 p.m., New York City time, on the expiration date of such extended
Solicitation Period). 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. If you instructed a broker to vote your units, you must
follow your broker's directions for changing those instructions. To be
effective, your notice of revocation or new consent card must be received before
the end of the original Solicitation Period, or extended Solicitation Period,
as the case may be.

On November 30, 2002, there were 29,940 outstanding units entitled to
vote on the Liquidation Plan, which were held by approximately 755 unitholders,
none of whom are known to us to be an affiliate of the partnership, the general
partner, or of any affiliate of any of the other Filing Persons.

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
1984, its assets and the transactions described herein. 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 Enstar 1984's Annual
Report on Form 10-K for the year ended December 31, 2001, Quarterly Reports on
Form 10-Q for the periods ended March 31, 2002, June 30, 2002 and September 30,
2002 or a Current Report on Form 8-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 1984. You also may obtain
copies of the asset purchase agreement with Telecommunications that is described
in this consent solicitation statement, without charge, upon written request to
Enstar 1984. To make such a request, you should write to Enstar Communications
Corporation, 12405 Powerscourt Drive, St. Louis, Missouri 63131, Attention:
Partnership Relations; or call (314) 543-2389.

The mailing address and telephone number of Charter Communications,
Inc. and Enstar Communications Corporation are: 12405 Powerscourt Drive,
St. Louis, Missouri 63131, Telephone: (314) 965-0555.

- 43 -

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission permits us to incorporate by
reference the information that we have filed with it. This means that important
information, not presented in this consent solicitation statement, may be
contained elsewhere. We incorporate by reference the documents listed below:

o Our Annual Report on Form 10-K for the year ended December 31, 2001;

o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 2002; and

o Our Current Report on Form 8-K filed on June 14, 2002.

Copies of the Annual Report on Form 10-K for the year ended December 31, 2001
and the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2002 have been delivered with this consent solicitation. You may obtain an
additional copy of the Form 10-K or Form 10-Q, without charge, by making a
written request to Enstar Communications Corporation, 12405 Powerscourt Drive,
St. Louis, Missouri 63131, Attention: Partnership Relations or by calling
(314) 543-2389.

- 44 -

CONSENT SOLICITATION BY THE GENERAL PARTNER OF
ENSTAR INCOME PROGRAM 1984-1, L.P.
CONSENT CARD

The undersigned record owner (the "Unitholder") of limited partnership
units (the "Units") of Enstar Income Program 1984-1, L.P., a Georgia limited
partnership, (the "Partnership"), hereby specifies that all of the Units of the
Partnership that the Unitholder is entitled to vote shall be voted as follows:

AS SET FORTH IN THE CONSENT SOLICITATION STATEMENT, IN EACH CASE
APPROVAL SHALL BE DEEMED TO INCLUDE SUCH NON-MATERIAL MODIFICATIONS AS ENSTAR
COMMUNICATIONS CORPORATION, AS A GENERAL PARTNER OF THE PARTNERSHIP (THE
"GENERAL PARTNER"), MAY IN ITS SOLE DISCRETION DETERMINE. IF NO SPECIFICATION IS
MADE WITH RESPECT TO THE VOTING ON THE FOLLOWING LIQUIDATION PLAN, THIS CONSENT
CARD WILL BE TREATED AS VOTING TO APPROVE THE LIQUIDATION PLAN.

The General Partner has recommended the adoption of a plan of
liquidation with respect to the Partnership (the "Liquidation Plan") which would
authorize:

(1) The partnership to sell its cable television systems to
Telecommunications Management, LLC, a Missouri limited liability company, under
the Asset Purchase Agreement between the Partnership and certain other
partnerships as Sellers, and Telecommunications Management, LLC as Buyer, dated
as of November 8, 2002 (collectively, the "Telecommunications Sale"); and

(2) As soon as practicable after the completion of the
Telecommunications Sale, to dissolve, terminate and liquidate the Partnership
through one or more liquidating distributions to the limited partners and
general partner of the Partnership's remaining assets after payment of the
Partnership's debts and obligations and paying or providing for the payment of
the expenses of the Telecommunications Sale, in accordance with the partnership
agreement of the Partnership, with the General Partner, or such party as
designated by the General Partner, notifying the limited partners of such
dissolution and acting as the liquidating trustee.

APPROVE DISAPPROVE ABSTAIN
[ ] [ ] [ ]

(please date and sign on the other side)

- 45 -

The undersigned hereby acknowledges receipt of the consent
solicitation statement.

The undersigned hereby revokes any prior authorization to vote the
Units of the Partnership heretofore given by the undersigned to any person.

Dated , 2003
----------------------

(Unitholder's Signature)
---------------------

Please date and sign exactly as name appears on this consent card, and
promptly return in the enclosed envelope. When signing as guardian, executor,
administrator, attorney, trustee, custodian, or in any other similar capacity,
please give full title. If a corporation, sign in full corporate name by
president or other authorized officer, giving title and affixing corporate seal.
If a partnership or limited liability company, sign in the partnership/limited
liability company name, as the case may be, by a duly authorized person. In the
case of joint ownership, each joint owner must sign.

- 46 -