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U.S. Securities and Exchange Commission

Securities Act of 1934 - Sections 13(a) and 15(d)

August 7, 2004

Response of the Office of Chief Counsel
Division of Corporation Finance

Re:

Enstar Income/Growth Program Five-A, L.P., Enstar Income/Growth
Program Five-B, L.P., Enstar Income/Growth Program Six-A, L.P.,
Enstar Income Program 1984-1, L.P., Enstar Income Program II-2, L.P.,
Enstar Income Program IV-1, L.P., Enstar Income Program IV-2, L.P.,
Enstar Income Program IV-3, L.P. (the "Enstar Partnerships")
Incoming letter dated August 4, 2004

Based on the facts presented, the Division is unable to provide the requested no-action relief regarding reports required to be filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934. We note in this regard the recent transfers of limited partnership interests of the Enstar Partnerships and the nature of some of those transfers in relation to the Enstar Partnerships' stated policy regarding transfers of the limited partnership interests.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Sincerely,

Carolyn Sherman
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


http://www.sec.gov/divisions/corpfin/cf-noaction/enstar080704.htm

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Modified: 09/08/2004