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<SEC-DOCUMENT>0000718940-03-000042.txt : 20031217
<SEC-HEADER>0000718940-03-000042.hdr.sgml : 20031217
<ACCEPTANCE-DATETIME>20031217081744
ACCESSION NUMBER:		0000718940-03-000042
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20031217
FILED AS OF DATE:		20031217

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BCE INC
		CENTRAL INDEX KEY:			0000718940
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				99999999
		STATE OF INCORPORATION:			A8
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08481
		FILM NUMBER:		031058670

	BUSINESS ADDRESS:	
		STREET 1:		1000 DE LA GAUCHETIERE OUEST
		STREET 2:		BUREAU 4100 MONTREAL
		CITY:			QUEBEC CANADA
		STATE:			A8
		ZIP:			H3B 4Y7
		BUSINESS PHONE:		5143977000

	MAIL ADDRESS:	
		STREET 1:		1000 DE LA GAUCHETIERE OUEST
		STREET 2:		BUREAU 4100 MONTREAL
		CITY:			QUEBEC CANADA
		STATE:			A8
		ZIP:			H3B 4Y7

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BELL CANADA ENTERPRISES INC
		DATE OF NAME CHANGE:	19880111
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6-k.htm
<TEXT>
 <p align="center"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="4">SECURITIES
  AND EXCHANGE COMMISSION<br>
  <font size="2">WASHINGTON, </font></font><font size="2"> D.C. 20549</font></B></FONT></FONT><br>
</p>
<P ALIGN="center"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="4"><B>FORM
  6-K</B></FONT></FONT></P>
<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="center"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B>REPORT
  OF FOREIGN PRIVATE ISSUER </B></FONT></FONT></P>
<P ALIGN="center"><FONT FACE="Times New Roman, Times, Serif">Pursuant to Rule
  13a-16 or 15d-16 under<br>
  </FONT><FONT FACE="Times New Roman, Times, Serif">the Securities Exchange Act
  of 1934</FONT></P>
<P ALIGN="center">&nbsp;</P>
<table width="94%" border="0">
  <tr>
    <td width="53%"><font face="Times New Roman, Times, Serif">For the month of:
      <b>December 2003</b></font></td>
    <td width="47%"><div align="right"><font face="Times New Roman, Times, Serif">Commission
        File Number: <b>1-8481</b></font></div></td>
  </tr>
</table>
<P ALIGN="center">&nbsp; </P>
<P ALIGN="center"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="4"><B>BCE
  Inc.<br>
  </B></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><I>(Translation
  of Registrant&#146;s name into English)</I></FONT></FONT></P>
<!-- MARKER FORMAT-SHEET="Para Flush" -->
<P ALIGN="center"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">1000,
  rue de La Gaucheti&egrave;re Ouest, Bureau 3700, Montr&eacute;al, Qu&eacute;bec
  H3B 4Y7, (514) 397-7000</font><br>
  </B><I>(Address of principal executive offices)</I></FONT></FONT></P>
<P ALIGN="LEFT">&nbsp;</P>
<blockquote>
  <p align="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"> Indicate
    by check mark whether the Registrant files or will file annual reports under
    cover of Form 20-F or Form 40-F.</FONT></FONT> </P>
</blockquote>
<table width="80%" border="0" cellpadding="0" cellspacing="0">
  <tr>
    <td width="10%" align="right">&nbsp;</td>
    <td width="32%" align="right">Form 20-F</td>
    <td width="8%"><br> <hr align="left" width=100% size=1 noshade color=BLACK>
    </td>
    <td width="32%" align="right">Form 40-F</td>
    <td width="9%" valign="bottom"><div align="center">X </div>
      <HR align="left" WIDTH=100% SIZE=1 NOSHADE COLOR=BLACK></td>
    <td width="9%" valign="bottom"> <div align="center"></div></td>
  </tr>
</table>
<p>&nbsp;</p>
<blockquote>
  <p align="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Indicate
    by check mark whether the Registrant by furnishing the information contained
    in this Form is also thereby furnishing the information to the Commission
    pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.</FONT></FONT>
  </p>
</blockquote>
<!-- MARKER FORMAT-SHEET="Left Head Bold" -->
<A NAME="A006"></A>
<table width="85%" border="0" cellpadding="0" cellspacing="0">
  <tr>
    <td width="20%" align="right">&nbsp;</td>
    <td width="18%" align="right">Yes</td>
    <td width="8%"><br> <hr width=100% size=1 color=BLACK noshade> </td>
    <td width="27%" align="right">No</td>
    <td width="9%"> <div align="center">X </div>
      <HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></td>
    <td width="14%"> <div align="center"></div></td>
  </tr>
</table>
<P ALIGN="LEFT">&nbsp;</P>
<table width="96%" border="0" cellpadding="0" cellspacing="0">
  <tr>
    <td width="75%"> <blockquote>
        <p><font size="2">If "Yes" is marked, indicate below the file number assigned
          to the Registrant in connection with Rule 12g3-2(b): 82-_____.</font></p>
      </blockquote></td>
  </tr>
</table>
<P ALIGN="LEFT">&nbsp;</P>
<blockquote>
  <p align="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Notwithstanding
    any reference to BCE&#146;s Web site on the World Wide Web in the documents
    attached hereto, the information contained in BCE&#146;s site or any other
    site on the World Wide Web referred to in BCE&#146;s site is not a part of
    this Form 6-K and, therefore, is not filed with the Securities and Exchange
    Commission.</FONT></FONT> </p>
</blockquote>

<p>&nbsp;</p>
<hr width="100%" size=4 color=GRAY noshade>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<H2 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=4>BCE INC.</FONT></H2>
<H2 ALIGN=center>&nbsp;</H2>
<H2 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=4>Safe Harbor
  Notice Concerning Forward-Looking Statements</FONT></H2>
<H2 ALIGN=center>&nbsp;</H2>
<H2 ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=4>December 17,
  2003</FONT></H2>

<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center"><font size="3">1</font></p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=4>Safe Harbor Notice
Concerning Forward-Looking Statements</FONT></H2>

<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In this document,
  <I>we, us, our </I>and <I>BCE </I>mean BCE Inc., its subsidiaries, joint ventures
  and investments in significantly influenced companies. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The presentations
  in the document entitled <I>Bell Canada Enterprises Business Review 2004</I>,
  dated December 17, 2003, and certain oral statements made by our senior management
  at BCE&#146;s 2004 Business Review conference to the financial community on
  December 17, 2003, contain forward-looking statements about BCE&#146;s objectives,
  plans, strategies, financial condition, results of operations and businesses.
  We or others on our behalf may make other written or oral statements that are
  forward-looking from time to time. </FONT></P>

<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A statement
  we make is forward looking when it uses what we know today to make a statement
  about the future. Forward-looking statements are based on our current expectations
  about the markets we operate in and on various estimates and assumptions. They
  may include words such as <I>anticipate, believe, could, expect, goal, guidance,
  intend, may, objective, plan, outlook, seek, strive, target </I>and <I>will</I>.</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> It is important to know
  that:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="3%" valign="top"><div align="left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></div></td>
    <td width="97%"><div align="justify"><font face="Times New Roman, Times, Serif" size=2>
        forward-looking statements describe our expectations on the day that they
        are made. For the forward-looking statements set out in the presentations
        contained in the document entitled <i>Bell Canada Enterprises Business
        Review 2004, </i>or made orally at BCE&#146;s 2004 Business Review conference,
        it is December 17, 2003</font></div></td>
  </tr>
  <tr>
    <td valign="top"><div align="left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></div></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>our
        actual results could be materially different from what we expect if known
        or unknown risks affect our business, or if our estimates or assumptions
        turn out to be inaccurate. As a result, we cannot guarantee that any forward-looking
        statement will materialize</font></div></td>
  </tr>
  <tr>
    <td valign="top"><div align="left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></div></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>forward-looking
        statements do not take into account the effect that transactions or non-recurring
        items announced or occurring after the statements are made may have on
        our business. For example, they do not include the effect of sales of
        assets, asset write-downs, monetizations, mergers, acquisitions or other
        business combinations or transactions, or other charges</font></div></td>
  </tr>
  <tr>
    <td valign="top"><div align="left"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></div></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>we
        disclaim any intention and assume no obligation to update any forward-looking
        statement even if new information becomes available, as a result of future
        events or for any other reason. </font></div></td>
  </tr>
</table>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> </FONT><br>
  <FONT FACE="Times New Roman, Times, Serif" SIZE=2>You will find a more detailed
  description of the risks that could cause our actual results to materially differ
  from our current expectations in <I>Risks that could affect our business</I>,
  starting on the next page. </FONT></P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P align="center"><font size="3">2</font></P>
<P align="center">&nbsp;</P>
<hr>
<P>&nbsp;</P>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=4>Risks that
could affect our business</FONT></H2>

<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This section
  describes general risks that could affect the BCE group of companies and specific
  risks that could affect BCE Inc. and each of its business segments. A risk is
  the possibility that an event might happen in the future that could have a negative
  effect on the financial condition, results of operations or business of one
  or more BCE companies. Part of managing our business is understanding what these
  potential risks could be and working to minimize them where we can. </FONT></P>

<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Because no
  one can predict whether any risk will happen or its consequences, the actual
  effect of any risk on our business could be materially different from what we
  currently anticipate. In addition, this description of risks does not include
  all possible risks, and there may be other risks that we are currently not aware
  of. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=4>BCE group of
companies</FONT></H2>

<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Our
  dependence on the Bell Canada segment</strong><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Bell Canada segment
  is our largest segment, which means our financial performance depends in large
  part on how well the Bell Canada segment performs financially. The risks that
  could affect the Bell Canada segment are more likely to have a significant effect
  on our financial condition, results of operations and business than the risks
  that are specific only to our other segments. </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Strategies
  and plans</strong><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We plan to achieve
  our business objectives through various plans and strategies. For the Bell Canada
  segment, the strategy is to take advantage of innovations in products, services
  and processes to provide valued services to its customers. We are planning to
  proactively lead the move to new technologies, and to drive productivity and
  efficiency in everything we do. The key elements of the Bell Canada segment&#146;s
  plans and strategies include: </FONT> </p>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"> <div align="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;
        </FONT></div></td>
    <td width="96%"><div align="justify"><font face="Times New Roman, Times, Serif" size=2>maintaining
        and improving customer satisfaction by simplifying all areas of our customers&#146;
        experience, including call centers, billing and points of sale</font></div></td>
  </tr>
  <tr>
    <td valign="top"> <div align="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;
        </FONT></div></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>lowering
        costs by improving efficiency in all areas of product and service delivery,
        including installation and activation</font></div></td>
  </tr>
  <tr>
    <td valign="top"> <div align="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;
        </FONT></div></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>
        increasing the number of customers who buy more than one product by focusing
        our marketing and sales efforts on the customer. This includes offering
        bundled services to consumers and service packages to businesses</font></div></td>
  </tr>
  <tr>
    <td valign="top"> <div align="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;
        </FONT></div></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>providing
        new services to meet customers&#146; needs by offering innovative technologies,
        including Voice over Internet Protocol (VoIP) and very high speed digital
        subscriber lines (VDSL). </font></div></td>
  </tr>
</table>
<P><br>
  <font size="2" face="Times New Roman, Times, Serif">If we are unable to achieve
  our business objectives, our growth prospects could be hurt. This could have
  a material and negative effect on our results of operations. </font></P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<div align="center">
  <p>3 </p>
  <p>&nbsp;</p>
  <hr>
  <p>&nbsp;</p>
</div>
<div align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Economic
  and market conditions<br>
  </strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our business
  is affected by general economic conditions, consumer confidence and spending,
  and the demand for, and the prices of, our products and services. When there
  is a decline in economic growth, and in retail and commercial activity, there
  tends to be a lower demand for our products and services. During these periods,
  customers may delay buying our products and services, or reduce or discontinue
  using them. </FONT> </div>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The slower
  pace of growth and the uncertainty in the global economy have reduced demand
  for some of our products and services, which has negatively affected our financial
  performance and may continue to negatively affect it in the future. In particular,
  weak economic conditions have led to: </FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;</font></td>
    <td width="95%"><div align="justify"><font face="Times New Roman, Times, Serif" size=2>lower
        than expected growth in data revenue for the Bell Canada segment because
        of lower demand from business and wholesale customers </font></div></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;</font></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>some
        reductions in the number of network access lines for the Bell Canada segment
        because of business failures or business contractions. </font></div></td>
  </tr>
</table>
<P align="justify"><br>
  <FONT FACE="Times New Roman, Times, Serif" SIZE=2>Weak economic conditions may
  also negatively affect our profitability and cash flows from operations. It
  could also negatively affect the financial condition and credit risk of our
  customers, which could increase uncertainty about our ability to collect receivables
  and potentially increase our bad debt expenses. </FONT></P>

<div align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Increasing
  competition<br>
  </strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We face intense
  competition from traditional competitors, as well as from new entrants to the
  markets we operate in. We compete not only with other telecommunications, media,
  satellite television and e-commerce companies, but also with other businesses
  and industries. These include cable, software and Internet companies, a variety
  of companies that offer network services, such as providers of business information
  systems and system integrators, and other companies that deal with, or have
  access to, customers through various communications networks. </FONT> </div>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Many of our
  competitors have substantial financial, marketing, personnel and technological
  resources. Other competitors have recently emerged, or may in the future emerge,
  from restructurings with reduced debt and a stronger financial position. This
  means that they can price their products and services at very competitive rates.
  </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Competition
  could affect our pricing strategies and reduce our revenues and profitability.
  It could also affect our ability to retain existing customers and attract new
  ones. Competition puts us under constant pressure to improve customer service
  and to keep our prices competitive. It forces us to continue to reduce costs,
  manage expenses and increase productivity. This means that we need to be able
  to anticipate and respond quickly to the constant changes in our businesses
  and markets. </FONT></P>

<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We already
  have several domestic and foreign competitors, but the number of foreign competitors
  with a presence in Canada and large resources could increase in the future.
  In 2003, the Canadian government started a review of the foreign ownership restrictions
  that apply to telecommunications carriers and to Broadcasting Distribution Undertakings</FONT></P>
<P align="justify">&nbsp;</P>
<P align="justify">&nbsp;</P>
<P align="center"><font size="3">4</font></P>
<P align="justify">&nbsp;</P>
<hr>
<P align="justify">&nbsp;</P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(BDUs). Removing
  or easing the limits on foreign ownership could result in foreign communications
  or other companies entering the Canadian market by making acquisitions or investments.
  This could result in greater access to capital for our competitors or the arrival
  of new competitors, which would increase competitive pressure. Since the government&#146;s
  review has not yet been completed, it is impossible to predict the outcome or
  to assess how any recommendations may affect us. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Wireline
  and long distance<br>
  </I>We experience significant competition in long distance from dial-around
  resellers, prepaid card providers and others, in addition to the traditional
  competitive pressures from inter-exchange carriers and resellers. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We also face
  increasing cross-platform competition, as customers substitute traditional services
  for new technologies. For example, our wireline business competes with wireless
  and non-traditional services like Internet services, including chat services,
  instant messaging and e-mail. We expect to face competitive pressure from cable
  companies as they implement their plans to roll out voice services over their
  network and from other emerging competitors, including municipal electrical
  utilities. We expect these kinds of competition to intensify as growth in Internet
  and wireless services continues and new technologies are developed. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Cross-platform
  competition will be increasingly intense as technologies, such as VoIP, improve
  and gain market acceptance. We have launched our own VoIP initiative, but there
  is no assurance that it will have a sustainable market. VoIP services could
  take business away from our other products and services. If significant VoIP
  competition develops, it could reduce our existing market share in local and
  long distance services, and could have a material and negative effect on our
  future revenues and profitability. VoIP technology does not require service
  providers to own or rent physical networks, which increases access to this market
  by other competitors. If competition from these service providers further develops,
  it could have a material and negative effect on our future revenues and profitability.
  </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Due to technology
  substitution, and in particular VoIP, barriers to entry previously existing
  in the industry are being reduced substantially, enabling competitors with limited
  access to financial, marketing, personnel and technological resources to rapidly
  launch new products and services and gain market share. This trend is expected
  to accelerate in the future, which could materially and negatively impact our
  financial performance. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Internet
  access<br>
  </I>Cable companies and independent Internet service providers have increased
  competition in the broadband and Internet access services business. Competition
  has led to pricing for Internet access in Canada that is among the lowest in
  the world. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Wireless<br>
  </I>The Canadian wireless telecommunications industry is also highly competitive.
  We compete directly with other wireless service providers that have aggressive
  product and</FONT></P>
<P align="justify">&nbsp;</P>
<P align="justify">&nbsp;</P>
<P align="center"><font size="3">5</font></P>
<P align="justify">&nbsp;</P>
<hr>
<P align="justify">&nbsp;</P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>service introductions,
  pricing and marketing and with wireline service providers. We expect competition
  to intensify as new technologies, products and services are developed and introduced.
  </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Satellite television<br>
  </I>Bell ExpressVu competes directly with other satellite television providers
  and with cable companies throughout Canada. These cable companies have recently
  upgraded their networks, operational systems and services, which could improve
  their competitiveness. This could materially and negatively affect the financial
  performance of Bell ExpressVu.</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B><font size="3">Improving
  productivity and containing capital intensity</font><br>
  </B></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We continue to
  implement several productivity improvements while containing our capital intensity.
  </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>There could
  be a material and negative effect on our profitability if we do not continue
  to successfully implement these productivity improvements and contain capital
  intensity while maintaining the quality of our service. For example, we must
  reduce the price of certain services offered by the Bell Canada segment that
  are subject to regulatory &#147;price caps&#148; by a 3.5% productivity factor,
  excluding inflation, each year between 2002 and 2006. The Bell Canada segment&#146;s
  profits will decline if it cannot lower its expenses at the same rate. There
  could also be a material and negative effect on our profitability if market
  factors or other regulatory actions have the effect of further reducing our
  revenues and we cannot decrease our expenses at the same rate. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Anticipating
  technological change</font><br>
  </B></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We operate in markets
  that are experiencing constant technological change, evolving industry standards,
  changing client needs, frequent new product and service introductions, and short
  product life cycles. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our success
  will depend in large part on how well we can anticipate and respond to changes
  in industry standards, and how quickly and efficiently we can introduce new
  products, services and technologies, and upgrade existing ones. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We may face
  additional financial risks as we develop new products, services and technologies,
  and update our networks to stay competitive. Newer technologies, for example,
  may quickly become obsolete or may need more capital than expected. Development
  could be delayed for reasons beyond our control. Substantial investments usually
  need to be made before new technologies prove to be commercially viable. </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bell Canada is in the process
  of converting its core circuit-based infrastructure to Internet Protocol (IP)
  technology. This may allow Bell Canada to:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="6%" valign="top"><div align="center"><font face="Times New Roman, Times, Serif" size=2>&#149;
        </font></div></td>
    <td width="94%"><font face="Times New Roman, Times, Serif" size=2>offer integrated
      voice, data and video services to customers</font></td>
  </tr>
  <tr>
    <td valign="top"><div align="center"><font face="Times New Roman, Times, Serif" size=2>&#149;</font></div></td>
    <td><font face="Times New Roman, Times, Serif" size=2>increase capital efficiency</font></td>
  </tr>
  <tr>
    <td valign="top"><div align="center"><font face="Times New Roman, Times, Serif" size=2>&#149;
        </font></div></td>
    <td><font face="Times New Roman, Times, Serif" size=2>increase operating efficiency
      in general, including in launching and supporting services. </font></td>
  </tr>
</table>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P align="center"><font size="3">6</font></P>
<P align="center">&nbsp;</P>
<hr>
<P align="center">&nbsp;</P>
<p>&nbsp;</p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">There
  is no assurance that these services will be available or that customers will
  accept them as planned, or that the efficiencies will increase as expected.
  </FONT></FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">There
  is no assurance that Bell Canada will be successful in developing, implementing
  and marketing other new technologies, products, services or enhancements within
  a reasonable time, or that they will have a market. New products or services
  that use new or evolving technologies could make our existing ones unmarketable
  or cause their prices to fall.</FONT></FONT> </p>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Liquidity</font><br>
  </B></FONT></FONT><FONT size="2" FACE="Times New Roman, Times, Serif">O</FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">ur
  ability to generate cash and to maintain capacity to meet our financial obligations
  and provide for planned growth depends on our cash requirements and on our sources
  of liquidity. Our cash requirements may be affected by the risks associated
  with our contingencies, off-balance sheet arrangements and derivative instruments.</FONT></FONT></P>
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"> In
  general, we finance our capital needs in four ways:</FONT></FONT> </P>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"><font face="Times New Roman, Times, Serif"><font size="2">&#149;
      </font></font></td>
    <td width="96%"><font face="Times New Roman, Times, Serif"><font size="2">from
      cash generated by our operations or investments</font></font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif"><font size="2">&#149;
      </font></font></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">by borrowing
      from commercial banks</font></font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif"><font size="2">&#149;</font></font></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">through debt
      and equity offerings in the capital markets</font></font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif"><font size="2">&#149;</font></font></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">by selling or
      otherwise disposing of assets.</font></font> </td>
  </tr>
</table>
<P ALIGN="justify"> <br>
  <FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Financing through
  equity offerings would dilute the holdings of existing equity investors. Increased
  debt financings could lower our credit ratings, increase our borrowing costs,
  and give us less flexibility to take advantage of business opportunities.</FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">
  Our ability to finance operations depends on our ability to access the capital
  markets and the syndicated commercial loan market. The cost of funding depends
  largely on market conditions, and the outlook for our business and our credit
  ratings at the time capital is raised. If our credit ratings are downgraded,
  our cost of funding could significantly increase. In addition, participants
  in the capital and syndicated commercial loan markets have internal policies
  limiting their ability to invest in, or extend credit to, any single borrower
  or group of borrowers or to a particular industry.</FONT></FONT> </P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">BCE
  Inc. and certain of its subsidiaries have entered into renewable credit facilities
  with various financial institutions. They include facilities serving as back-up
  facilities for issuing commercial paper. There is no assurance that these facilities
  will be renewed at favourable terms.</FONT></FONT> </P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">We
  need significant amounts of cash to implement our business plan. This includes
  cash for capital expenditures to provide our services, dividend payments and
  payment of our contractual obligations, including refinancing our outstanding
  debt. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Our
  plan in 2004 is to generate enough cash from our operating activities to pay
  for capital expenditures and dividends. We expect to repay contractual obligations
  maturing in 2004 from cash on hand and from cash generated from our operations
  or financed by issuing debt. If actual results are different from our business
  plan or if the assumptions in </FONT></FONT></P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="center"><font size="3">7</font></P>
<P ALIGN="LEFT">&nbsp;</P>
<hr>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"> our
  business plan change, we may have to raise more funds than expected from issuing
  debt.</FONT></FONT> </P>
<p><font size="2">If we cannot raise the capital we need, we may have to:</font></p>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td width="96%"><font size="2"> limit our ongoing capital expenditures</font></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font size="2">limit our investment in new businesses</font></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">try
        to raise additional capital by selling or otherwise disposing of assets.</font></font></div></td>
  </tr>
</table>
<p><font face="Times New Roman, Times, Serif"><font size="2"> Any of these possibilities
  could have a material and negative effect on our growth prospects in the long
  term.</font></font> </p>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"><B>Reliance
  on major customers<br>
  </B> <font size="2">A</font><B> </B></FONT><FONT SIZE="2">large portion of the
  Bell Canada segment&#146;s and BCE Emergis&#146; revenue comes from a small
  number of major customers. If they lose a contract with a major client and cannot
  replace it, it could have a material and negative effect on their results. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Making
  acquisitions</font> </B><br>
  Our growth strategy includes making strategic acquisitions. There is no assurance
  that we will find suitable companies to acquire or that we will have enough
  financial resources to complete any acquisition. There could also be difficulties
  in integrating the operations of recently acquired companies with our existing
  operations.</FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"><B>Litigation,
  regulatory matters and changes in laws</B></FONT></FONT><br>
  <FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Pending or future
  litigation, regulatory initiatives or regulatory proceedings could have a material
  and negative effect on our businesses, operating results and financial condition.
  Changes in laws or regulations or in how they are interpreted, and the adoption
  of new laws or regulations, including changes in, or the adoption of, new tax
  laws that result in higher tax rates or new taxes, could also materially and
  negatively affect us. Finally, any claim by a third party, with or without merit,
  that a significant portion of our business infringes on that third party&#146;s
  intellectual property could also materially and negatively affect us.</FONT></FONT>
</P>
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Please
  see the BCE Inc. 2002 Annual Information Form (BCE 2002 AIF) for a detailed
  description of:</FONT></FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="4%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td width="96%"><font face="Times New Roman, Times, Serif"><font size="2">
      the principal legal proceedings involving BCE</font></font></td>
  </tr>
  <tr>
    <td><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">certain regulatory
      initiatives and proceedings affecting the Bell Canada segment.</font></font></td>
  </tr>
</table>
<P ALIGN="justify"><br>
  <FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"> Please also see <I>Recent
  developments in legal proceedings </I>in the BCE Inc. 2003 First, Second and
  Third Quarter Management&#146;s Discussion and Analysis for an update on the
  principal legal proceedings involving us, including those started after the
  BCE 2002 AIF was issued.</FONT></FONT> </P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Funding
  and control of subsidiaries</font><br>
  </B></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">BCE
  Inc. is currently funding, and may continue to fund, the operating losses of
  some of its subsidiaries in the future, but it does not have to do this. If
  BCE Inc. decides to stop funding any of its subsidiaries and that subsidiary
  does not have other sources of funding,</FONT></FONT></P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="center"><font size="3">8</font></P>
<P ALIGN="justify">&nbsp;</P>
<hr>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">
  this would have a material and negative effect on the subsidiary&#146;s results
  of operations and financial condition.</FONT></FONT> </P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">In
  addition, BCE Inc. does not have to remain the majority holder of, or maintain
  its current level or nature of ownership in, any subsidiary, unless it has agreed
  otherwise. The announcement of a decision by BCE Inc. to change the nature of
  its investment in a subsidiary, to sell some or all of its interest in a subsidiary,
  or any other similar decision could also have a material and negative effect
  on the subsidiary&#146;s results of operations and financial condition and on
  the value of the subsidiary&#146;s securities. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">If
  BCE Inc. stops funding a subsidiary, changes the nature of its investment or
  disposes of all or part of its interest in a subsidiary, stakeholders or creditors
  of the subsidiary might decide to take legal action against BCE Inc. For example,
  certain members of the lending syndicate of Teleglobe Inc., a former subsidiary
  of BCE Inc., as well as other creditors of Teleglobe Inc., have launched lawsuits
  against BCE Inc. following its decision to stop funding Teleglobe Inc. You will
  find a description of these lawsuits in the BCE 2002 AIF. While we believe that
  these types of claims have no legal foundation, they could negatively affect
  the market price of BCE Inc.&#145;s securities. BCE Inc. could have to devote
  considerable management time and resources in responding to any such claim.</FONT></FONT>
</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Pension
  fund contributions</font><br>
  </B></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Most
  of our pension plans had pension fund surpluses as of our most recent actuarial
  valuation. As a result, we have not had to make regular contributions to the
  pension funds in the past few years. It also means that we have reported pension
  credits, which have had a positive effect on our net earnings.</FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">The
  decline in the capital markets in 2001 and 2002, combined with historically
  low interest rates, however, has significantly reduced the pension fund surpluses
  and the pension credits. This has negatively affected our net earnings. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">We
  had positive returns on pension plan assets for the nine-month period ended
  September 30, 2003. There is no assurance that positive returns will continue
  and, if returns on pension plan assets decline again in the future, the surpluses
  could continue to decline. If this happens, we might have to start making contributions
  to the pension funds. This could also have a material and negative effect on
  our results of operations. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Retaining
  employees</font><br>
  </B>Our success depends in large part on our ability to attract and retain key
  employees. The exercise price of most of the stock options that our key employees
  hold is higher than the current trading price of BCE Inc.&#145;s common shares.
  As a result, our stock option programs may not be effective in retaining these
  employees. While we do not currently expect to lose key people, if it happens,
  this could materially hurt our businesses and operating results.</FONT></FONT>
</P>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center"><font size="3">9</font></p>
<p>&nbsp; </p>
<hr>
<p>&nbsp;</p>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Our
  strategic direction involves a cultural change at BCE, and requires significant
  changes in processes, in how we approach our markets, and in products and services.
  These changes may be difficult for some employees to achieve. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Renegotiating
  labour agreements</font><br>
  </B>Approximately 52% of our employees are represented by unions and are covered
  by collective bargaining agreements. The following material collective agreements
  are expired:</FONT></FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td width="95%"><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">the
        collective agreement between Bell Canada and the Communications, Energy
        and Paperworkers Union of Canada (CEP), representing approximately 7,000
        craft and services employees</font></font></div></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">the collective
      agreement between Aliant Inc. and its employees, representing approximately
      4,200 employees</font></font></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2"> the collective
      agreement between Connexim, L.P. and its employees, representing approximately
      100 employees</font></font></td>
  </tr>
</table>
<P ALIGN="LEFT"><font face="Times New Roman, Times, Serif"><font size="2"> <br>
  The following collective agreements will expire in the next 12 months:</font></font></P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td width="95%"><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">
        the collective agreements between Entourage Solutions Technologiques Inc.
        and the CEP, representing approximately 1,900 technicians in Qu&eacute;bec
        and Ontario, will expire on September 30, 2004</font></font></div></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">
        the collective agreement between Bell Canada and the Canadian Telecommunications
        Employees&#146; Association, representing approximately 1,000 communications
        sales employees will expire on December 31, 2003 </font></font></div></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">
        the collective agreements between certain companies in the Bell Globemedia
        segment, including CTV, and their employees, representing approximately
        400 and 200 employees will respectively expire on December 31, 2003 and
        September 30, 2004. </font></font></div></td>
  </tr>
</table>
<P ALIGN="justify"><br>
  <font face="Times New Roman, Times, Serif"><font size="2">Renegotiating collective
  agreements could result in higher labour costs and work disruptions, including
  work stoppages or work slowdowns. Difficulties in renegotiations or other labour
  unrest could significantly hurt our businesses, operating results and financial
  condition.</font></font> </P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Protecting
  our networks</font><br>
  </B></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Network
  failures could materially hurt our business, including our customer relationships
  and operating results. Our operations depend on how well we protect our networks,
  our equipment, our applications and the information stored in our data centres
  against damage from fire, natural disaster, power loss, hacking, computer viruses,
  disabling devices, acts of war or terrorism, and other events. Any of these
  events could cause our operations to be shut down indefinitely.</FONT></FONT>
</P>
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="4"><B>BCE
  Inc.</B></FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Holding
  company structure</font><br>
  </B></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">BCE
  Inc. is a holding company. That means it does not carry on any significant operations
  and has no major sources of income or assets of its own, other than the interests
  it has in its subsidiaries, joint ventures and significantly influenced companies.</FONT></FONT>
</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="center"><font size="3">10</font></P>
<P ALIGN="LEFT">&nbsp;</P>
<hr>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">BCE
  Inc.&#145;s cash flow and its ability to service its debt and to pay dividends
  on its shares all depend on dividends or other distributions it receives from
  its subsidiaries, joint ventures and significantly influenced companies and,
  in particular, from Bell Canada. BCE Inc.&#145;s subsidiaries, joint ventures
  and significantly influenced companies are separate legal entities. They do
  not have to pay dividends or make any other distributions to BCE Inc.</FONT></FONT>
</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><B><font size="3">Stock
  market volatility</font><br>
  </B></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">The
  stock markets have experienced significant volatility over the last few years,
  which affected the market price and trading volumes of the shares of many telecommunications
  companies, in particular. Differences between BCE Inc.&#145;s actual or anticipated
  financial results and the published expectations of financial analysts may also
  contribute to volatility in BCE Inc.&#145;s common shares. A major decline in
  the capital markets in general, or an adjustment in the market price or trading
  volumes of BCE Inc.&#145;s common shares or other securities, may materially
  and negatively impact our ability to raise capital, issue debt, retain employees
  or make future strategic acquisitions. </FONT></FONT></P>
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="4"><B>Bell
  Canada segment </B></FONT></FONT></P>
<P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"><B>Changes
  to wireline regulations</B></FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><I><font size="3">Decisions
  of regulatory agencies</font><br>
  </I>The Bell Canada segment&#146;s business is affected by changes in policies
  that result from decisions made by various regulatory agencies, including the
  Canadian Radio-television and Telecommunications Commission (CRTC). Many of
  these decisions balance requests from competitors for access to facilities,
  such as the telecommunications networks, switching and transmission facilities,
  and other network infrastructure of incumbent telephone companies, with the
  rights of the incumbent telephone companies to compete reasonably freely.</FONT></FONT>
</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><I><font size="3">Second
  price cap decision</font><br>
  </I></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">In
  May 2002, the CRTC issued decisions relating to new price cap rules that govern
  incumbent telephone companies for a four-year period starting in June 2002.
  These decisions:</FONT></FONT> </P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td width="95%"><font face="Times New Roman, Times, Serif"><font size="2">set
      a 3.5% productivity factor on capped services</font></font></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2"> extended price
      cap regulation to more services</font></font> </td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">reduced the
      prices that incumbent telephone companies can charge competitors for services</font></font></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">set procedures
      for enforcing standards of service quality</font></font></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><font face="Times New Roman, Times, Serif"><font size="2">reduced the
      ability of incumbent telephone companies to increase rates for residential
      services.</font></font> </td>
  </tr>
</table>
<P ALIGN="justify"><br>
  <FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">The CRTC also established
  a deferral account, but has not yet determined how the account will be used.
  There is a risk that the account could be used in a way that could have a negative
  financial effect on the Bell Canada segment.</FONT></FONT> </P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="center"><font size="3">11</font></P>
<P ALIGN="LEFT">&nbsp;</P>
<hr>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">The
  follow-up proceedings to the price cap decisions are expected to be completed
  in 2004. We estimated that the impact of the price cap decisions on operating
  income in 2004 will be $150 million. The outcome of the follow-up proceedings
  could result in an additional negative effect on the results of the Bell Canada
  segment. </FONT></FONT></P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><I>Decision
  on incumbent affiliates<br>
  </I>On December 12, 2002, the CRTC released its decision on incumbent affiliates,
  which requires Bell Canada and its carrier affiliates to receive CRTC approval
  on contracts that bundle tariffed and non-tariffed products and services. This
  means that:</FONT></FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td width="96%"><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">all
        existing contracts that bundle tariffed and non-tariffed products and
        services must be filed with the CRTC for approval </font></font></div></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">all
        new contracts that bundle tariffed and non-tariffed products and services
        must receive CRTC approval before they are carried out</font></font></div></td>
  </tr>
  <tr>
    <td valign="top"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;</FONT></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif"><font size="2">carrier
        affiliates must meet the same approval requirements as Bell Canada on
        products and services they offer in Bell Canada&#146;s operating territory.</font></font></div></td>
  </tr>
</table>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">
  </FONT></FONT><br>
  <FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">On September 23, 2003,
  the CRTC issued a decision that requires Bell Canada and its carrier affiliates
  to include a detailed description of the bundled services they provide to customers
  when they make their filings of tariffs with the CRTC. The customer&#146;s name
  will be kept confidential, but the pricing and service arrangements it has with
  the Bell Canada segment will be available on the public record.</FONT></FONT>
</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">On
  October 23, 2003, Bell Canada sent an application to the Federal Court of Appeal
  asking for leave to appeal and a stay of certain aspects of this decision. On
  November 5, 2003, Bell Canada filed an application with the CRTC requesting
  it to issue a stay of certain aspects of the decision pending a review of the
  decision. These applications raise important issues about public disclosure
  of customer-specific commercial information that could compromise the competitiveness
  of these customers and cast Bell Canada in a negative light as future service
  provider. On November 21, 2003, the Federal Court of Appeal approved Bell Canada&#146;s
  request for a stay pending a decision on the leave to appeal. If leave to appeal
  is granted, the stay will be maintained until a final decision is made.</FONT></FONT>
</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">These
  decisions increase the Bell Canada segment&#146;s regulatory burden at both
  the wholesale and retail levels. They could also cause some large customers
  of the Bell Canada segment to choose another preferred supplier which could
  have a material and negative effect on its results of operations.</FONT></FONT>
</P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2"><I><font size="3">Public
  notice on changes to price floor</font><br>
  </I></FONT></FONT><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">On
  October 23, 2003, the CRTC issued a public notice asking for comments on its
  preliminary view that revised rules may be needed for how incumbent telephone
  companies price their service bundles. It issued an amended public notice on
  December 8, 2003.</FONT></FONT> </P>
<P ALIGN="justify"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">The
  CRTC is seeking comments on proposed pricing restrictions for volume or term
  contracts for retail tariffed services. It is too early to determine how the
  proposals could</FONT></FONT> </P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="center"><font size="3">12</font></P>
<P ALIGN="center">&nbsp;</P>
<hr>
<p>&nbsp;</p>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>affect the
  Bell Canada segment&#146;s pricing of new retail services and its ability to
  provide service bundles. Bell Canada plans to provide comments by January 30,
  2004.</FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Application
  seeking symmetric regulation<br>
  </I>On November 6, 2003, Bell Canada filed an application requesting that the
  CRTC start a public hearing to examine the degree and manner of regulation governing
  services offered by cable companies and telephone companies, with a view to
  establishing a symmetric regulatory framework that would recognize and foster
  the growing competition between these converging sectors. Bell Canada also requested
  that this proceeding address the rules, if any, that might govern VoIP services
  provided by cable companies and others. This proceeding could determine the
  rules for competition with other service providers and could affect our ability
  to compete in the future. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Licences
  and changes to wireless regulations</font><br>
  </B>Companies must have a spectrum licence to operate cellular, personal communications
  service (PCS) and other radio-telecommunications systems in Canada. The Minister
  of Industry issues spectrum licences at his or her discretion under the Radiocommunication
  Act. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bell Mobility&#146;s
  cellular and PCS licences will expire on March 31, 2006. The PCS licences that
  were awarded in an auction in 2001 will expire on November 29, 2011. Although
  we expect these licences will be renewed when they expire, there is no assurance
  that this will happen. In addition, Industry Canada can revoke a company&#146;s
  licence at any time if the company does not comply with its terms. While we
  believe that we comply with the terms of our licences, there is no assurance
  that Industry Canada will agree, which could have a material and negative effect
  on us.</FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In December
  2002, Industry Canada started a consultation to change the terms and the method
  of calculating the fees of cellular and PCS licences. The proposed fees are
  based on the amount of spectrum a carrier holds, and do not take into account
  the degree of deployment or the number of sites. The proposed changes would
  come into effect on April 1, 2004 and would be implemented over seven years.
  If they are implemented, the Bell Canada segment&#146;s licence fees could increase
  significantly.</FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> In October
  2001, the Minister of Industry announced plans to start a national review of
  Industry Canada&#146;s procedures for approving and placing wireless and radio
  towers in Canada, including a review of the role of municipal authorities in
  the approval process. If the consultation process results in more municipal
  involvement in the approval process, there is a risk that it could significantly
  slow the expansion of wireless networks in Canada. This could have a material
  and negative effect on the operations of all of Canada&#146;s wireless carriers,
  including the Bell Canada segment. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Increased
  accidents from using cell phones<br>
  </B>It has been suggested that using handheld cell phones while driving may
  result in more accidents. It is possible that this could lead to new regulations
  or legislation banning the use of handheld cell phones while driving, as it
  has in Newfoundland and Labrador and </FONT></P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P align="center"><font size="3">13</font></P>
<P>&nbsp;</P>
<hr>
<P>&nbsp;</P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> several
  U.S. states. If this happens, cell phone use in vehicles could decline, which
  would negatively affect the Bell Canada segment and other wireless service providers.</FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <B><font size="3">Health
  concerns about radio frequency emissions</font><br>
  </B>It has been suggested that some radio frequency emissions from cell phones
  may be linked to medical conditions, such as cancer. In addition, some interest
  groups have requested investigations into claims that digital transmissions
  from handsets used with digital wireless technologies pose health concerns and
  cause interference with hearing aids and other medical devices. This could lead
  to additional government regulation, which could have a material and negative
  effect on the Bell Canada segment&#146;s business and other wireless services
  providers. In addition, actual or perceived health risks of wireless communications
  devices could result in fewer new network subscribers, lower network usage per
  subscriber, higher churn rates, product liability lawsuits or less outside financing
  available to the wireless communications industry. Any of these would have a
  negative effect on the Bell Canada segment and other wireless service providers.
  </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Bell
  ExpressVu</font><br>
  </B>Bell ExpressVu currently uses two satellites for its Direct-to-home satellite
  television (DTH) services, Nimiq 1 and Nimiq 2, which Telesat operates. Satellites
  are subject to significant risks. Any loss, manufacturing defects, damage or
  destruction of these satellites could have a material and negative effect on
  Bell ExpressVu&#146;s results of operations and financial condition. Please
  see <I>Risks that could affect our business &#150; BCE Ventures &#150; Telesat
  </I>for more information. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bell ExpressVu
  is subject to programming and carriage requirements under its CRTC licence.
  Changes to the regulations that govern broadcasting or to its licence could
  negatively affect Bell ExpressVu&#146;s competitive position or the cost of
  providing its services. Bell ExpressVu&#146;s existing DTH distribution undertaking
  licence was scheduled to be renewed in August 2003, but was extended to February
  2004 so that the CRTC could review Bell ExpressVu&#146;s application. The CRTC
  held the hearings on the renewal application in October 2003. Although we expect
  that this licence will be renewed when it expires, there is no assurance that
  this will happen or that the terms will be the same. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Bell ExpressVu
  continues to face competition from unregulated U.S. DTH services that are illegally
  sold in Canada. In response, it has started or is participating in several legal
  actions that are challenging the sale of U.S. DTH equipment in Canada. While
  Bell ExpressVu has been successful in increasing its share of the satellite
  television market despite this competition, there is no assurance that it will
  continue to do so.</FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Finally,
  Bell ExpressVu faces a loss of revenue resulting from the theft of its services.
  Bell ExpressVu is taking numerous actions to reduce these losses, including
  legal action, investigations, implementing electronic countermeasures targeted
  at illegal devices, leading information campaigns and developing new technology.
  Implementing these measures, however, could increase Bell ExpressVu&#146;s capital
  and operating expenses, reduce subscriber growth and increase churn. </FONT></P>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">14</p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=4><strong>Bell
  Globemedia</strong></FONT></H2>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2> <strong><font size="3">Dependence
  on advertising</font></strong><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A large part of Bell
  Globemedia&#146;s revenue from its television and print businesses comes from
  advertising revenues. Bell Globemedia&#146;s advertising revenues are affected
  by competitive pressures, including its ability to attract and retain viewers
  and readers. In addition, the amount companies spend on advertising is directly
  related to economic growth. An economic downturn tends to make it more difficult
  for Bell Globemedia to maintain or increase revenues. Advertisers have historically
  been sensitive to general economic cycles and, as a result, Bell Globemedia&#146;s
  business, financial condition and results of operations could be materially
  and negatively affected by a downturn in the economy. In addition, most of Bell
  Globemedia&#146;s advertising contracts are short-term contracts that can be
  terminated by the advertiser upon short notice. </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Increasing
  fragmentation in television markets</font><br>
  </B>Television advertising revenue largely depends on the number of viewers
  and the attractiveness of programming in a given market. The viewing market
  has become increasingly fragmented over the past decade because of the introduction
  of additional television services, the extended reach of existing signals and
  the launch of new digital broadcasting services in the fall of 2001. We expect
  fragmentation to continue as new web-based and other services increase the choices
  available to consumers. As a result, there is no assurance that Bell Globemedia
  will be able to maintain or increase its advertising revenues or its ability
  to reach viewers with attractive programming. </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Revenues
  from distributing television services</font><br>
  </B>A significant portion of revenues from CTV&#146;s specialty television operations
  comes from contractual arrangements with distributors, primarily cable and DTH
  operators. Many of these contracts have expired. There is no assurance that
  the contracts will be renewed on equally favourable terms. </FONT> </p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Increased
  competition for fewer print customers</strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Print advertising revenue
  largely depends on circulation and readership. The existence of a competing
  national newspaper and a commuter paper in Toronto has increased competition,
  while the total circulation and readership of Canadian newspapers has continued
  to decline. This has resulted in higher costs, more competition in advertising
  rates and lower profit margins at The Globe and Mail. </FONT> </p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Broadcast
  licences</strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each of CTV&#146;s
  conventional and specialty services operates under licences issued by the CRTC
  for a fixed term of up to seven years. These licences are subject to the requirements
  of the Broadcasting Act, the policies and decisions of the CRTC, and the conditions
  of each licensing or renewal decision, all of which may change. There is no
  assurance that any of CTV&#146;s licences will be renewed. Any renewals, changes
  or amendments may have a material and negative effect on Bell Globemedia.</FONT></p>
<p align="justify">&nbsp;</p>
<p align="justify">&nbsp;</p>
<p align="center">15</p>
<p align="justify">&nbsp;</p>
<hr>
<p align="justify">&nbsp;</p>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>BCE Emergis</FONT></H2>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Changes
  in currency exchange rates<br>
  </strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BCE Emergis
  is affected by changes in the currency exchange rates between the Canadian and
  U.S. dollars. The stronger Canadian dollar has had, and could continue to have,
  a material and negative effect on BCE Emergis&#146; revenues and net earnings.
  </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Adoption
  of eBusiness<br>
  </font> </B>The success of BCE Emergis depends on widespread use of the Internet
  and other electronic networks as a way to do business. Because eBusiness and
  related activities, such as online transactions, are relatively new and evolving,
  it is difficult to predict the size of this market and its sustainable rate
  of growth. Businesses and customers have not adopted eBusiness as quickly as
  originally expected. </FONT> </p>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BCE Emergis
  must increase the number of transactions it processes to build recurring revenue.
  This depends on how quickly its customers and its distributors&#146; customers
  adopt its services. It also depends on BCE Emergis&#146; ability to build an
  effective sales force, stimulate sales from distributors and influence their
  marketing plans. A significant decrease in the number of transactions BCE Emergis
  processes could have a material and negative effect on its results. </FONT></P>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Changes
  in the U.S. health care landscape<br>
  </strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The consolidation
  of health care service providers as well as changes in the U.S. health care
  landscape may have a material and negative effect on BCE Emergis&#146; business.
  </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Strategic
  plans</font><br>
  </B>BCE Emergis has announced plans to focus on key growth areas, drive recurring
  revenue growth, streamline its service offerings and operating costs, and add
  new services. It will also review its various product lines and businesses to
  ensure they continue to meet its goals. If these plans are unsuccessful, BCE
  Emergis&#146; results of operations could be materially and negatively affected.
  </FONT> </p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Success
  of U.S. based operations</strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  To be successful in the United States involves significant management and financial
  resources. If BCE Emergis is unsuccessful, this could have a material and negative
  effect on its business and operating results. </FONT> </p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Reliance
  on strategic relationships</strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BCE Emergis relies
  on strategic relationships to increase its customer base. This includes its
  relationships with Bell Canada, VISA and the Federal Home Loan Mortgage Corporation
  (Freddie Mac). If these relationships fail, its business and operating results
  could be materially and negatively affected. </FONT></p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center">16</p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Dependence on contracting
  medical service providers</strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The growth of BCE Emergis&#146;
  eHealth Solutions Group, North America business unit depends on its ability
  to:</FONT></p>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;</font></td>
    <td width="96%"><font face="Times New Roman, Times, Serif" size=2>retain contracts
      with existing providers</font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;
      </font></td>
    <td><font face="Times New Roman, Times, Serif" size=2>attract new providers
      </font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;
      </font></td>
    <td><font face="Times New Roman, Times, Serif" size=2>retain or improve the
      discounts given by providers. </font></td>
  </tr>
</table>
<p><br>
  <FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition, the results of
  BCE Emergis could be materially and negatively affected if:</FONT></p>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;</font></td>
    <td width="96%"><div align="justify"><font face="Times New Roman, Times, Serif" size=2>it
        loses a significant number of contracts with providers that have a large
        number of customers, and cannot replace them with contracts with other
        providers</font></div></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;
      </font></td>
    <td><div align="justify"><font face="Times New Roman, Times, Serif" size=2>contracts
        with its providers are renegotiated with reduced discounts.</font></div></td>
  </tr>
</table>
<p><font size="3"><br>
  <FONT FACE="Times New Roman, Times, Serif"><B>Exposure to professional liability
  </B></FONT></font><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  BCE Emergis uses medical treatment guidelines in its utilization review and
  case management services. That means it could be subject to claims relating
  to:</FONT></p>
<table width="99%" border="0">
  <tr>
    <td width="4%" valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;
      </font></td>
    <td width="96%"><font face="Times New Roman, Times, Serif" size=2>adverse
      medical consequences because services were denied</font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;
      </font></td>
    <td><font face="Times New Roman, Times, Serif" size=2>the cost of services
      that were denied</font></td>
  </tr>
  <tr>
    <td valign="top"><font face="Times New Roman, Times, Serif" size=2>&#149;
      </font></td>
    <td><font face="Times New Roman, Times, Serif" size=2>errors or omissions
      by health care professionals. </font></td>
  </tr>
</table>
<p><br>
  <FONT FACE="Times New Roman, Times, Serif" SIZE=2>These claims could have a
  material and negative effect on the business and operating results of BCE Emergis.
  </FONT></p>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Defects
  in software or failures in processing transactions </font></B><br>
  Defects in software products that BCE Emergis&#146; owns or licenses, delays
  in delivery, and failures or mistakes in processing electronic transactions
  could materially and negatively affect its business, including its customer
  relationships and operating results. </FONT></P>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Security
  and privacy breaches </font></B><br>
  If BCE Emergis is unable to protect the physical and electronic security, and
  privacy of applications, databases and transactions, its business, including
  customer relationships, could be materially and negatively affected. </FONT></P>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><strong><font size="3">Intellectual
  property</font></strong><br>
  </FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BCE Emergis depends
  on its ability to develop and maintain the proprietary aspects of its technology.
  It may not be able to enforce its rights or prevent other parties from developing
  similar technology, duplicating its intellectual property or designing around
  its intellectual property. Any of these could materially and negatively affect
  its business. </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><font size="3">Integrity
  of public key cryptography technology </font></B><br>
  BCE Emergis&#146; security solutions depend on public key cryptography technology.
  Any major advance in ways to attack cryptographic systems could make some or
  all of its security solutions obsolete or unmarketable. This could reduce its
  revenues from security solutions and could materially and negatively affect
  its business and operating results.</FONT></p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center"><font size="3">17</font></p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=4>BCE Ventures</FONT></H2>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=3><strong>Telesat</strong></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><br>
  </FONT><font size="3"><em>Launch and in-orbit risks</em></font><br>
  <FONT FACE="Times New Roman, Times, Serif" SIZE=2>There is a risk that Telesat&#146;s
  satellites currently under construction, or satellites built in the future,
  may not be successfully launched. Telesat normally buys insurance to protect
  itself against this risk, but there is no assurance that it will be able to
  get launch coverage for the full value of any satellite proposed to be launched
  or at a favourable rate. </FONT></p>
<p align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Once Telesat&#146;s
  satellites are in orbit, there is a risk that a failure could prevent them from
  completing their commercial mission. Telesat has a number of measures in place
  to protect itself against this risk. These include engineering satellites with
  on-board redundancies by including spare equipment on the satellite and buying
  in-orbit insurance. There is no assurance that Telesat will be able to renew
  its in-orbit insurance with enough coverage or at a favourable rate. </FONT>
</p>
<div align="justify"><em><font size="3">Anik F1 and Anik F1R<br>
  </font></em><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In August 2001,
  the manufacturer of the Anik F1 satellite advised Telesat of a gradual decline
  in power on the satellite. It indicated that power will continue to decline
  at the rates observed to date. Telesat believes that this will affect some of
  the satellite&#146;s core services in mid-2005. Telesat has a satellite under
  construction, Anik F1R, which is expected to replace Anik F1 in time to ensure
  that service to its customers will not be interrupted. There is no assurance
  that Telesat will be able to get launch and in-orbit coverage for the Anik F1R
  satellite, or that if it does get coverage, that it will be for the full value
  of the satellite or at a favourable rate. </FONT> </div>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Telesat has
  insurance in place to cover the power loss on Anik F1 and filed a claim with
  its insurers in December 2002. Telesat believes that the claim will be approved,
  but there is no assurance that it will be. If the claim is approved, there is
  no assurance of how much Telesat will receive in the settlement or when it will
  receive it. </FONT></P>
<div align="justify"><font size="3"><em>Anik F2<br>
  </em></font><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Telesat has another
  satellite under construction, Anik F2. The manufacturer has delayed delivery
  of this satellite. Telesat has made arrangements to lease a satellite that is
  already in orbit during this delay. A further delay could have a negative effect
  on Telesat&#146;s ability to provide service, result in additional costs and
  require Telesat to refund prepayments to customers. </FONT> </div>
<P align="justify"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Telesat already
  has part of the insurance coverage for Anik F2, but there is no assurance that
  it will be able to get launch and in-orbit coverage for the full value of the
  Anik F2 satellite or at a favourable rate. </FONT></P>
<div align="justify">
  <p><em>Nimiq 2<br>
    </em><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Telesat is currently
    in the process of renewing in-orbit insurance coverage for Nimiq 2, but there
    is no assurance that it will be able to get coverage, or that if it does get
    coverage, that it will be for the full value of the satellite or at a favourable
    rate. </FONT></p>
  <p>&nbsp;</p>
  <p>&nbsp;</p>
  <p>&nbsp;</p>
  <p>&nbsp;</p>
  <p align="center"><font size="3">18</font></p>
  <p align="center">&nbsp;</p>
  <p>&nbsp;</p>
  <hr width="100%" size=4 color=GRAY noshade>
  <p>&nbsp;</p>
  <P ALIGN="center"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"><B>SIGNATURE</B></FONT></FONT></P>
  <!-- MARKER FORMAT-SHEET="Para Flush" -->
  <p>&nbsp;</p>
  <P ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="2">Pursuant
    to the requirements of the Securities Exchange Act of 1934, the Registrant
    has duly caused this report to be signed on its behalf by the undersigned,
    thereunto duly authorized.</FONT></FONT></P>
  <P ALIGN="LEFT">&nbsp;</P>
  <P ALIGN="LEFT">&nbsp;</P>
  <table width="100%" border="0" cellpadding="0" cellspacing="0">
    <tr>
      <td width="45%">&nbsp;</td>
      <td width="45%"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"><b>BCE
        Inc. </b></FONT></FONT></td>
      <td width="10%"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"></FONT></FONT></td>
    </tr>
    <tr>
      <td width="45%"> <p>&nbsp;</p>
        <p>&nbsp;</p>
        <p>&nbsp;</p></td>
      <td width="45%" valign="bottom"><font size="2"><FONT FACE="Times New Roman, Times, Serif">(signed)
        Michael T. Boychuk<br>
        </FONT></font> <hr width=100% size=1 color=BLACK noshade> </td>
      <td width="10%"><font size="3"><br>
        <br>
        <br>
        <br>
        <FONT FACE="Times New Roman, Times, Serif"><br>
        </FONT></font> </td>
    </tr>
    <tr>
      <td width="45%">&nbsp;</td>
      <td width="45%"><FONT size="2" FACE="Times New Roman, Times, Serif">Michael
        T. Boychuk</FONT><font size="2"><br>
        <FONT FACE="Times New Roman, Times, Serif">Senior Vice-President and Treasurer</FONT></font>
      </td>
      <td width="10%">&nbsp;</td>
    </tr>
    <tr>
      <td width="45%">&nbsp;</td>
      <td width="45%" valign="bottom"><font size="3">Date: December 17, 2003</font></td>
      <td width="10%"><font size="3"><br>
        <br>
        <br>
        </font></td>
    </tr>
  </table>
</div>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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