8-K

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): February 3, 2003

Enstar Income/Growth Program Five-A, L.P.
(Exact name of registrant as specified in its charter)

Georgia
(State or Other Jurisdiction of Incorporation or Organization)

 

000-16779	58-1712898
(Commission File Number)	(I.R.S. Employer Identification Number)

12405 Powerscourt Drive
St. Louis, Missouri   63131
(Address of principal executive offices including zip code)

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

Not Applicable
(Former name or former address, if changed since last report)

ITEM 5. Other Items.

On February 3, 2003, Enstar Cable of Cumberland Valley, a joint venture owned 50% by Enstar Income/Growth Program Five-A, L.P. (the "Partnership") entered into a side letter amending an asset purchase agreement providing for the sale by the joint venture of that portion of the system serving communities in and around Russell Springs, Jamestown and Russell County, Kentucky (collectively, the "Cumberland system") to Cumberland Cellular, Inc. for a sale price of approximately $3,707,200 in cash, subject to closing sale price adjustments (the "Cumberland Sale"). The February 3, 2003 side letter extends the outside closing date of the Cumberland Sale until March 30, 2003 and reduces the purchase price by $70 per subscriber to $1,330 per subscriber, or a total sale price of approximately $3,521,840.

Closing of the Cumberland Sale is subject to closing sale price adjustments, regulatory approvals, customary closing conditions and approval by the limited partners of the Partnership and Enstar Income/Growth Program Five-B, L.P., the other 50% owner of Enstar Cable of Cumberland Valley.

ITEM 7. Exhibits.

Exhibit Number	Description
2.1	Letter of Amendment, dated as of February 3, 2003, between Enstar Cable of Cumberland Valley and Cumberland Cellular, Inc. *
2.2	Asset Purchase Agreement, dated as of October 8, 2002, by and between Enstar Cable of Cumberland Valley and Cumberland Cellular, Inc. (Incorporated by reference to Exhibit 2.2 to the quarterly report on Form 10-Q of Enstar Income/Growth Program Five-A, L.P. filed on November 12, 2002 (File No. 000-16779)).

* filed herewith

SIGNATURES

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

ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.

By: ENSTAR COMMUNICATIONS CORPORATION
Corporate General Partner

Dated: February 12, 2003

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

EXHIBIT INDEX

Exhibit Number	Description
2.1	Letter of Amendment, dated as of February 3, 2003, between Enstar Cable of Cumberland Valley and Cumberland Cellular, Inc. *
2.2	Asset Purchase Agreement, dated as of October 8, 2002, by and between Enstar Cable of Cumberland Valley and Cumberland Cellular, Inc. (Incorporated by reference to Exhibit 2.2 to the quarterly report on Form 10-Q of Enstar Income/Growth Program Five-A, L.P. filed on November 12, 2002 (File No. 000-16779)).

* filed herewith

EX-2.1

Exhibit 2.1

ENSTAR COMMUNICATIONS CORPORATION

February 3, 2003

Mr. William W. Magruder
President
Cumberland Cellular, Inc.
P.O. Box 80
Jamestown, Kentucky 42629

Re: Asset Purchase Agreement by and between Cumberland Cellular, Inc. and Enstar Cable of Cumberland Valley, dated as of October 8, 2002

Ladies and Gentlemen:

Reference is hereby made to that certain Asset Purchase Agreement by and between Cumberland Cellular, Inc. a corporation organized under the laws of the Commonwealth of Kentucky ("Buyer"), and Enstar Cable of Cumberland Valley, a Georgia general partnership ("Seller,") dated as of October 8, 2002 (the "Purchase Agreement"). Capitalized terms used and not otherwise defined in this letter shall have the meanings given to them in the Purchase Agreement.

For and in consideration of the mutual covenants set forth in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree that the Purchase Agreement is hereby amended and supplemented as follows:

1. In Section 1.1, the definition of "Outside Closing Date" is hereby amended to read as follows: "Outside Closing Date" means March 31, 2003.
2. Section 3.3 is hereby amended to add subparagraph 3.3(a)(iii)(E) which shall read in its entirety as follows: "(E) seventy dollars ($70.00) multiplied by the number of equivalent basic Subscribers on the Closing Date."

Except as herein expressly amended, the Purchase Agreement shall remain in full force and effect in accordance with its terms.

Please indicate your acceptance of the foregoing terms by signing this letter in the space provided below and returning it to the undersigned.

Very truly yours,

ENSTAR COMMUNICATIONS CORPORATION

By: /s/ Ralph G. Kelly__________________________
Ralph G. Kelly
Senior Vice President - Treasurer

As general partner of and on behalf of:

Enstar Income/Growth Program 5A, L.P.
Enstar Income/Growth Program 5B, L.P.
Each a general partner of Seller

ENSTAR CABLE OF CUMBERLAND VALLEY

ACCEPTED AND AGREED TO:

Cumberland Cellular, Inc.

By: /s/ William W. Magruder____________________
Mr. William W. Magruder
President