SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. 1)

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                        Enstar Income Program II-1, L.P.
                (Name of Registrant as Specified in Its Charter)

                            Millenium Management, LLC
                   (Name of Person(s) Filing Proxy Statement)

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                                 AMENDMENT NO. 1
                                       to
                            SOLICITATION OF CONSENTS
                                       of
                                LIMITED PARTNERS
                                       of
                        ENSTAR INCOME PROGRAM II-1, L.P.
                                       by
                            MILLENIUM MANAGEMENT, LLC
                     a California limited liability company

                                  July 19, 2000

     Millenium   Management,   LLC,  a  California   limited  liability  company
("Millenium"),  hereby amends its  Solicitation  of Consents  dated June 5, 2000
(the  "Solicitation"),  by which  Millenium  is seeking the  approval by written
consent (the  "Consents")  of the limited  partners (the "Limited  Partners") of
Enstar  Income  Program  II-1,   L.P.,  a  Georgia  limited   partnership   (the
"Partnership"), to terminate and dissolve the Partnership pursuant to the Second
Amended and Restated  Agreement of Limited  Partnership of Enstar Income Program
II-1, LP (the "Partnership Agreement") and to appoint Millenium Management, LLC,
a California limited liability company  ("Millenium") as Liquidating  Trustee in
accordance  with the  Partnership  Agreement and with the enumerated  rights and
powers  described  in the  proposals  in  this  Solicitation  of  Consents  (the
"Proposals")  to oversee the sale of the  Partnership's  assets on behalf of the
Limited Partners and to wind up the Partnership business.

     The  solicitation of Consents is hereby extended to 11:59 p.m. Eastern Time
on the earlier to occur of the  following  dates (the  "Expiration  Date"):  (i)
August 9, 2000 or such later date to which  Millenium  determines  to extend the
solicitation,  and (ii) the date the Required  Consents are received.  Millenium
reserves the right to extend this  solicitation  of Consents on a daily basis or
for such period or periods as it may determine in its sole  discretion from time
to time.  Any such  extension  will be followed as  promptly as  practicable  by
notice  thereof by press release or by written  notice to the Limited  Partners.
During any extension of this solicitation of Consents, all Consents delivered to
Millenium will remain effective,  unless validly revoked prior to the Expiration
Date.

     Millenium has engaged Morrow & Co., Inc., 445 Park Avenue,  5th Floor,  New
York, New York 10022, to solicit consents by telephone from the limited partners
that have not yet responded.  Millenium  shall  initially bear the costs of such
solicitation, estimated at $3,500, but may seek reimbursement of such costs from
the Partnership.

     The Consents are solicited  upon the terms and subject to the conditions of
the original Solicitation of Consents dated June 5, 2000, as amended hereby, and
the accompanying form of Consent.

     CONSENTS SHOULD BE DELIVERED TO MILLENIUM AND NOT TO THE PARTNERSHIP.

THE  SECURITIES  AND  EXCHANGE  COMMISSION  HAS NOT PASSED UPON THE  ACCURACY OR
ADEQUACY OF THE INFORMATION  CONTAINED IN THIS DOCUMENT.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

         THIS SOLICITATION OF CONSENTS EXPIRES NO LATER THAN 11:59 P.M.
                EASTERN TIME ON AUGUST 9, 2000, UNLESS EXTENDED.