SCHEDULE 14A INFORMATION
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                                (Amendment No. 2)

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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. 2
                                       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 26, 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.

     Millenium has engaged D.F. King & Co., Inc., 77 Water Street,  New York, NY
10005, 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  $4,000,  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 by
Amendment No. 1 dated July 19, 2000, and 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.