FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      Date Of Report (Date Of Earliest Event Reported): September 24, 2001

                    ENSTAR INCOME GROWTH PROGRAM FIVE-B L.P.
                    ----------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

                                     Georgia
                                     -------
                 (State or other jurisdiction of incorporation)

              0-16789                                  58-1713008
              -------                                  ----------
       (Commission File Number)             (I.R.S. Employer Identification No.)

                      c/o Enstar Communications Corporation
               12405 Powerscourt Drive, St. Louis, Missouri 63131
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (314) 965-0555
                                 --------------
              (Registrant's telephone number, including area code)







Item 5. Other Events.

        On September  24, 2001,  Charter  Communications,  Inc.  (the  Company),
announced that Jerry Kent, President and Chief Executive Officer of the Company,
had  advised  the  Company  that he did not  intend  to  extend  his  employment
agreement,  which runs through December 23, 2001. Accordingly,  Mr. Kent and the
Company have mutually  agreed to terminate his employment as President and Chief
Executive Officer of the Company,  and that Mr. Kent would resign from its Board
of Directors  effective September 28, 2001. A copy of the press release is being
filed as Exhibit 99.1 with this report.  Effective  concurrently with Mr. Kent's
resignation,  Steven A. Schumm,  Executive  Vice  President and Assistant to the
President  of  the  Company,   will  serve  as  the  sole   director  of  Enstar
Communications Corporation, the Partnership's corporate general partner.







ITEM 7. EXHIBITS.

   99.1     Press release dated September 24, 2001  *

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

   *    filed herewith







                                    SIGNATURE

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


                                 Enstar Income Growth Program Five-B, L.P.

                                 By: Enstar Communications Corporation
                                     ---------------------------------
                                     its General Partner

                                 By: /s/ PAUL E. MARTIN
                                     ------------------
                                 Name:  Paul E. Martin
                                 Title:  Vice President and Corporate Controller
                                 (Principal Financial Officer and Principal
                                 Accounting Officer)


Dated: October 9, 2001





EXHIBIT INDEX


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

99.1          Press release dated September 24, 2001.