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): ~~September~~February 303, ~~2002~~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 ~~Events~~Items.

~~Enstar~~On ~~Income/Growth~~February ~~Program~~3, ~~Five-A~~2003, ~~L.P.~~Enstar ~~(the~~Cable ~~"Partnership")~~of ~~has~~Cumberland ~~entered into two asset purchase agreements~~Valley, ~~together~~a ~~with~~joint ~~its~~venture ~~affiliate,~~owned 50% by Enstar Income/Growth Program Five-BA, L.P. (~~"Enstar~~the ~~Five-B~~"Partnership") ~~providing~~entered ~~for~~into ~~the~~a ~~sale~~side letter ofamending ~~certain assets~~an ~~and~~asset ~~liabilities~~purchase ofagreement providing for the ~~Joint~~sale ~~Venture,~~by ~~Enstar~~the ~~Cable~~joint venture of ~~Cumberland~~that ~~Valley,~~portion of ~~which~~ the ~~Partnership~~system serving communities in and ~~Enstar~~around ~~Five-B~~Russell ~~are~~Springs, ~~equal~~Jamestown and ~~partners. The~~Russell ~~first~~County, ~~asset~~Kentucky ~~purchase agreement~~(collectively, ~~executed~~the ~~September~~"Cumberland ~~30,~~system") ~~2002,~~to ~~provides~~Cumberland Cellular, Inc. for ~~the~~a sale price of ~~cable~~approximately ~~systems~~$3,707,200 in ~~and around Monticello~~cash, ~~Kentucky~~subject to ~~Access~~closing ~~Cable~~sale ~~Television,~~price adjustments ~~Inc~~(the "Cumberland Sale"). The ~~second~~February ~~asset purchase agreement~~3, ~~executed~~2003 ~~October~~side 8,letter ~~2002,~~extends ~~provides for~~ the ~~sale~~outside closing date of ~~cable~~the ~~systems~~Cumberland inSale ~~and around~~until ~~Russell~~March ~~Springs~~30, ~~Kentucky~~2003 toand ~~Cumberland~~reduces ~~Cellular,~~the ~~Inc. The~~purchase ~~total sale~~ price ofby ~~the~~$70 ~~two~~per ~~transactions~~subscriber isto ~~approximately~~ $101,~~345,600. The~~330 ~~sale~~per issubscriber, ~~subject~~or ~~to approval by~~ a ~~majority~~total ofsale ~~the~~price ~~holders~~ of ~~the~~approximately ~~Partnership's and Enstar Five-B's outstanding units and certain closing conditions~~$3, ~~including regulatory approvals~~521,840.

~~The~~Closing ~~Joint Venture's Pomme de Terre, Missouri headend was not included in either~~ of the ~~asset~~Cumberland ~~purchase~~Sale ~~agreements~~is ~~discussed~~subject ~~above~~to ~~and~~closing ~~will~~sale ~~continue~~price toadjustments, ~~be owned by~~regulatory ~~the~~approvals, ~~Joint~~customary ~~Venture~~closing conditions and ~~operated~~approval by ~~Enstar Communications Corporation (~~the ~~"Corporate General~~limited ~~Partner")~~partners ~~indefinitely~~of ~~for~~ the ~~foreseeable future. The Corporate General~~ ~~Partner~~Partnership ~~can~~and ~~give~~Enstar noIncome/Growth ~~assurance~~Program ~~of when~~Five-B, ~~or if~~L.P., the ~~Pomme~~other de50% ~~Terre~~owner ~~headend~~of ~~will ever~~Enstar beCable ~~sold~~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: ~~October~~February 812, ~~2002~~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

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