8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

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

         Date of Report (Date of earliest event reported): July 14, 2000

                        ENSTAR INCOME PROGRAM II-1, L.P.
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             (Exact name of Registrant as specified in its charter)

                                     Georgia
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                 (State or other jurisdiction of incorporation)




                                                                    
           0-14508                                                            58-1581136
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 (Commission File Number)                                               (I.R.S. Employer Identification No.)


    c/o Enstar Communications Corporation
    12444 Powerscourt Drive, Suite 100, St. Louis, Missouri           63131
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    (Address of principal executive offices)                      (Zip Code)


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


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Item 4.       Changes in Registrant's Certifying Accountants.

(a)      Previous Independent Accountants

         On July 14, 2000, Enstar Income Program II-1, L.P. (the "Registrant")
dismissed Ernst & Young LLP as the Registrant's independent accountant.

         The reports of Ernst & Young LLP on the financial statements for the
Registrant's two most recent fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

         The decision to change accountants was approved by the Board of
Directors of the corporate general partner of the Registrant.

         During the Registrant's two most recent fiscal years and through July
14, 2000, there have been no disagreements with Ernst & Young LLP on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Ernst & Young LLP would have caused them to make reference
thereto in their reports on the consolidated financial statements for such
periods.

         During the Registrant's two most recent fiscal years and through July
14, 2000, there have been no reportable events (as defined in Regulation S-K
Item 304 (a)(1)(v)).

         The Registrant has provided Ernst & Young LLP with a copy of the
disclosure it is making in response to Item 304(a) of Regulation S-K. Ernst &
Young LLP has furnished the Registrant with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by
the Registrant and, if not, stating the respects in which it does not agree. A
copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b)      Newly Engaged Independent Accountants.

         On July 14, 2000, the Registrant engaged Arthur Andersen LLP as its new
independent accountant. During the Registrant's two most recent fiscal years and
through July 14, 2000, neither the Registrant nor anyone on its behalf consulted
Arthur Andersen LLP regarding (i) the application of accounting principles to
any transaction, either completed or proposed; or (ii) the type of audit opinion
that might be rendered by Arthur Andersen LLP on the Registrant's financial
statements.

(c)             Exhibits.  The following Exhibit is filed herewith:

Regulation S-K
Exhibit Number

16.1           Letter from Ernst & Young LLP to the Securities and Exchange
               Commission.


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                                    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 PROGRAM II-1, L.P.

                               By: ENSTAR COMMUNICATIONS CORPORATION,
                                   its General Partner

                               By:/s/ Ralph Kelly
                                  -----------------------------------
                                   Ralph Kelly
                                   Vice President and Treasurer

Dated:   July 18, 2000

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                                  EXHIBIT INDEX

Regulation S-K
Exhibit Number        Description
16.1                  Letter from Ernst & Young LLP to the Securities and
                      Exchange Commission.

EX-16.1

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                            EXHIBIT 16.1 TO FORM 8-K

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4 of the Current Report on Form 8-K dated July 14, 2000 of
Enstar Income Program II-1, L.P. and are in agreement with the statements
contained in paragraphs 1, 2, 4, 5 and 6 of Item 4(a) on page 2 therein. We have
no basis to agree or disagree with other statements of the registrant contained
therein.

                                                 /s/ Ernst & Young LLP



Los Angeles, California
July 14, 2000