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<SEC-DOCUMENT>0000718940-04-000051.txt : 20041214
<SEC-HEADER>0000718940-04-000051.hdr.sgml : 20041214
<ACCEPTANCE-DATETIME>20041214171705
ACCESSION NUMBER:		0000718940-04-000051
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20041214
FILED AS OF DATE:		20041214
DATE AS OF CHANGE:		20041214

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:		041202411

	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>bceform6kshn.htm
<DESCRIPTION>SAFE HARBOR NOTICE
<TEXT>
<HTML>
<HEAD>
<TITLE>AutoCoded Document</TITLE>
</HEAD>
<BODY>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p align="center"><FONT size="2" FACE="Arial, Helvetica, sans-serif"><B><font size="4">SECURITIES
  AND EXCHANGE COMMISSION</font><br>
  WASHINGTON, D.C. 20549</B><br>
  </FONT></p>
<P ALIGN="center"><FONT size="4" FACE="Arial, Helvetica, sans-serif"><B>FORM 6-K</B></FONT></P>
<p>&nbsp;</p>
<p>&nbsp; </p>
<P ALIGN="center"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>REPORT
  OF FOREIGN PRIVATE ISSUER </B></FONT></P>
<P ALIGN="center"><font size="2" face="Arial, Helvetica, sans-serif">Pursuant
  to Rule 13a-16 or 15d-16 under<br>
  the Securities Exchange Act of 1934</font></P>
<P ALIGN="center">&nbsp;</P>
<table width="94%" border="0">
  <tr>
    <td width="53%"><font size="2" face="Arial, Helvetica, sans-serif">For the
      month of: <b>December 2004</b></font></td>
    <td width="47%"><div align="right"><font size="2" face="Arial, Helvetica, sans-serif">Commission
        File Number: <b>1-8481</b></font></div></td>
  </tr>
</table>
<P ALIGN="center">&nbsp; </P>
<P ALIGN="center"><FONT size="2" FACE="Arial, Helvetica, sans-serif"><B>BCE Inc.<br>
  </B><I>(Translation of Registrant&#146;s name into English)</I></FONT></P>
<font size="2" face="Arial, Helvetica, sans-serif">
<!-- MARKER FORMAT-SHEET="Para Flush" -->
</font>
<P ALIGN="center"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>1000,
  rue de La Gaucheti&egrave;re Ouest, Bureau 3700, Montr&eacute;al, Qu&eacute;bec
  H3B 4Y7, (514) 397-7000<br>
  </B><I>(Address of principal executive offices)</I></FONT></P>
<P ALIGN="LEFT">&nbsp;</P>
<blockquote>
  <p align="LEFT"><FONT size="2" FACE="Arial, Helvetica, sans-serif"> Indicate
    by check mark whether the Registrant files or will file annual reports under
    cover of Form 20-F or Form 40-F.</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"><font size="2" face="Arial, Helvetica, sans-serif">Form
      20-F</font></td>
    <td width="8%"><font size="2" face="Arial, Helvetica, sans-serif"><br>
      </font> <hr align="left" width=100% size=1 noshade color=BLACK> </td>
    <td width="32%" align="right"><font size="2" face="Arial, Helvetica, sans-serif">Form
      40-F</font></td>
    <td width="9%" valign="bottom"><div align="center"><font size="2" face="Arial, Helvetica, sans-serif">X
        </font></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 size="2" FACE="Arial, Helvetica, sans-serif">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>
  </p>
</blockquote>
<font size="2" face="Arial, Helvetica, sans-serif">
<!-- MARKER FORMAT-SHEET="Left Head Bold" -->
<A NAME="A006"></A> </font>
<table width="85%" border="0" cellpadding="0" cellspacing="0">
  <tr>
    <td width="20%" align="right">&nbsp;</td>
    <td width="18%" align="right"><font size="2" face="Arial, Helvetica, sans-serif">Yes</font></td>
    <td width="8%"><font size="2" face="Arial, Helvetica, sans-serif"><br>
      </font> <hr width=100% size=1 color=BLACK noshade> </td>
    <td width="27%" align="right"><font size="2" face="Arial, Helvetica, sans-serif">No</font></td>
    <td width="9%"> <div align="center"><font size="2" face="Arial, Helvetica, sans-serif">X
        </font></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" face="Arial, Helvetica, sans-serif">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 size="2" FACE="Arial, Helvetica, sans-serif">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> </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>
<p align="center"><FONT size="5" FACE="Arial, Helvetica, sans-serif"><B>BCE INC.</B></FONT></p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<P ALIGN="center"><FONT SIZE="3" face="Arial, Helvetica, sans-serif"><B>Safe Harbor
  Notice Concerning Forward-Looking Statements</B></FONT></P>
<P ALIGN="center">&nbsp;</P>
<P ALIGN="center">&nbsp;</P>
<P ALIGN="center">&nbsp;</P>
<P ALIGN="center"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>December
  14, 2004</B></FONT></P>
<font face="Arial, Helvetica, sans-serif">
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="LEFT">&nbsp;</P>
</font>
<div align="center"></div>
<font face="Arial, Helvetica, sans-serif">
<P ALIGN="LEFT">&nbsp;</P>
</font>
<hr>
<p>&nbsp;</p>
<p><FONT SIZE="3" face="Arial, Helvetica, sans-serif"><B>Safe Harbor Notice Concerning
  Forward-Looking Statements</B></FONT></p>
<p align="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">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 size="2" FACE="Arial, Helvetica, sans-serif">The presentations
  in the document entitled <I>Bell Canada Enterprises Business Review 2005</I>,
  dated December 15, 2004, and certain oral statements made by our senior management
  at BCE&#146;s 2005 Business Review Conference to the financial community on
  December 15, 2004, contain forward-looking statements about BCE&#146;s objectives,
  plans, strategies, financial condition, results of operations and businesses.
  In addition, 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 size="2" FACE="Arial, Helvetica, sans-serif">A statement
  we make is forward looking when it uses what we know and expect today to make
  a statement about the future. Forward-looking statements are based on our current
  expectations, estimates and assumptions about the markets we operate in, the
  Canadian economic environment and our ability to attract and retain customers
  and to manage network assets and operating costs. They may include words such
  as <I>anticipate, believe, could, expect, goal, guidance, intend, may, objective,
  plan, outlook, seek, strive, target and will.</I></FONT></p>
<p><FONT size="2" FACE="Arial, Helvetica, sans-serif">It is important to know
  that:</FONT></p>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">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 2005</i>,
        or made orally at BCE&#146;s 2005 Business Review Conference, it is December
        15, 2004</font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">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 and, accordingly, you are cautioned not to
        place undue reliance on these forward-looking statements</font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">forward-looking
        statements do not take into account the effect that transactions or special
        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, monetizations, mergers, acquisitions, other business combinations
        or transactions, asset write-downs or other charges announced or occurring
        after forward-looking statements are made</font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">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 size="2" FACE="Arial, Helvetica, sans-serif">You will find a detailed
  description of the principal known 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 align="center"><font size="1" face="Arial, Helvetica, sans-serif"> &#151; 2
  &#151;</font> </p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<p><font size="2" face="Arial, Helvetica, sans-serif"><font size="4"><B>Risks
  That Could Affect Our Business</B></font></font></p>
<p align="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">This section
  describes general risks that could affect all BCE group companies and specific
  risks that could affect BCE Inc. and certain of the other BCE group companies.
  </FONT></p>
<p align="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">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 group companies. Part of managing our business is to understand
  what these potential risks could be and to minimize them where we can.</FONT></p>
<p align="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Because
  no one can predict whether an event will happen or its consequences, the actual
  effect of any event 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 of which we are currently not
  aware.</FONT></p>
<p align="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Bell Canada
  is our most important subsidiary, which means our financial performance depends
  in large part on how well Bell Canada performs financially. The risks that could
  affect Bell Canada and its subsidiaries are more likely to have a significant
  impact on our financial condition, results of operations and business than the
  risks that could affect other BCE group companies.</FONT> </p>
<font size="2" face="Arial, Helvetica, sans-serif">RISKS THAT COULD AFFECT ALL
BCE GROUP COMPANIES</font><font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><FONT SIZE="2"><B>STRATEGIES AND PLANS<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">We plan to achieve
  our business objectives through various strategies and plans. For Bell Canada,
  Aliant Inc. (Aliant) and their respective telecommunications subsidiaries (collectively,
  the Bell Canada companies), the strategy is to lead change in the industry and
  set the standard for IP-based communications while continuing to deliver on
  our goals of innovation, simplicity and service, and efficiency. The key elements
  of the strategies and plans of the Bell Canada companies include:</FONT></P>
</font>
<table width="99%" border="0">
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">evolving
        from multiple service-specific networks to a single IP-based network</font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">providing
        new services to meet customers&#146; needs by introducing innovative technologies,</font>
        <font size="2" face="Arial, Helvetica, sans-serif">including Voice over
        Internet Protocol (VoIP), very high speed digital subscriber line (VDSL),
        as well as the roll-out of our next generation EVDO (Evolution, Data Optimized)
        wireless data network that will deliver higher speed wireless data services
        to customers, and providing professional services to customers in associated
        areas such as network management security and network enabled business
        applications</font> </div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font face="Arial, Helvetica, sans-serif"><font size="2" face="Arial, Helvetica, sans-serif">maintaining
        and improving customer satisfaction by simplifying all areas of our customers&#146;
        experience, including call centres, billing and points of sale</font>
        </font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">increasing
        the number of customers who buy multiple products by focusing our marketing
        and sales efforts by customer segment. This includes offering bundled
        services to consumers and service packages to businesses.</font> </div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">lowering
        costs by improving efficiency in all areas of product and service delivery,
        including installation, activation and call centres. </font></div></td>
  </tr>
</table>
<font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><font size="2" face="Arial, Helvetica, sans-serif"> Our strategic
  direction involves significant changes in processes, in how we approach our
  markets, and in products and services. This will require the BCE group companies
  to be responsive in adapting to these changes including, in particular, a shift
  in employee skills.</font></P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="center"><font size="1" face="Arial, Helvetica, sans-serif"> &#151; 3
  &#151;</font></P>
<P ALIGN="LEFT">&nbsp;</P>
</font>
<hr>
<font face="Arial, Helvetica, sans-serif">
<P ALIGN="LEFT">&nbsp;</P>
</font><font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><font face="Arial, Helvetica, sans-serif"><font size="2" face="Arial, Helvetica, sans-serif">The
  strategies and plans outlined above will require capital expenditures for their
  implementation. The timing and quantity of the returns from these investments
  are uncertain. At this time, we cannot accurately determine the effect that
  moving to a single IP-based network could have on </font></font><font size="2" face="Arial, Helvetica, sans-serif">our
  results of operations, nor can we be certain that Bell Canada will meet its
  targeted timing to complete the network conversion.</font> <font size="2" face="Arial, Helvetica, sans-serif">
  </font> </P>
</font>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">If we are
  unable to achieve our business objectives, our financial performance, including
  our growth prospects, could be hurt. This could have a material and negative
  effect on our results of operations.</FONT> </P>
<font size="2" face="Arial, Helvetica, sans-serif"> </font><font face="Arial, Helvetica, sans-serif">
<P ALIGN="LEFT"><FONT SIZE="2"><B>ECONOMIC AND MARKET CONDITIONS</B></FONT><br>
  <FONT size="2" FACE="Arial, Helvetica, sans-serif">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>
</P>
</font>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Weak economic
  conditions may negatively affect our profitability and cash flows from operations.
  They 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 size="2" face="Arial, Helvetica, sans-serif"> <B>INCREASING
  COMPETITION</B></font> <br>
  <FONT size="2" FACE="Arial, Helvetica, sans-serif">We face intense competition
  from traditional competitors, as well as from new entrants to the markets in
  which we operate. We compete not only with other telecommunications, media,
  television, satellite and information technology service providers, 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 size="2" FACE="Arial, Helvetica, sans-serif">Many of
  our competitors have substantial financial, marketing, personnel and technological
  resources. Other competitors have recently emerged, or may emerge in the future,
  from restructurings with reduced debt and a stronger financial position. This
  means that they could have more financial flexibility to price their products
  and services at competitive rates. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Competition
  affects our pricing strategies and reduces 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 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 size="2" face="Arial, Helvetica, sans-serif">We already
  have several domestic and foreign competitors, but the number of well-resourced
  foreign competitors with a presence in Canada could increase in the future.
  In recent years, certain ministries in the Canadian government have reviewed
  the foreign ownership restrictions that apply to telecommunications carriers
  and to broadcasting distribution undertakings (BDUs). Removing or easing the
  limits on foreign ownership could result in foreign 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 with global
  scale, which would increase competitive pressure. Because the government&#146;s
  considerations of these matters have not </font></P>
<p>&nbsp;</p>
<p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;</font>
  <font size="1" face="Arial, Helvetica, sans-serif">4 &#151;</font></p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<p><font size="2" face="Arial, Helvetica, sans-serif">yet concluded, it is impossible
  to predict the outcome or to assess how any resulting change in foreign ownership
  restrictions may affect us. </font> </p>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Competition
  is expected to increase through the provision of advanced applications and related
  services delivered over IP. As a result of such increasing competition, customers
  could purchase the applications and related services from competitors and the
  Bell Canada companies would be limited to providing only IP access services
  to such customers. This result could materially and negatively affect our financial
  performance.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Wireline
  and Long Distance<br>
  </B>We currently experience significant competition in our long distance portfolio
  from dial-around providers, pre-paid card providers, VoIP service providers
  and others, and from traditional competitors, such as inter-exchange carriers
  and resellers. The alternative technologies mentioned above are now making significant
  inroads in our legacy services which typically represent our higher margin services.
  Contracts for long distance services to large business customers are very competitive.
  Customers may choose to switch to competitors that offer lower prices to acquire
  market share, some of which may have little regard for the quality of service
  or impact on their earnings.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif">We face
  increasing cross-platform competition as customers substitute traditional services
  with new technologies. For example, our wireline business competes with VoIP
  services, wireless and Internet services, including chat services, instant messaging
  and e-mail. Certain wireless providers, for example, are now specifically targeting
  our wireline business in their marketing campaigns. We also expect to face competitive
  pressure from cable companies as they implement voice services over their networks
  and from other emerging competitors, including municipal electrical utilities.
  Several Canadian cable companies have announced plans to introduce voice telephony
  services in 2005. We expect competition to intensify as growth in Internet and
  wireless services continues and new technologies are developed.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif">We have
  announced our intention to launch our own VoIP initiative, but there is no assurance
  that it will attract a sustainable customer base. VoIP service providers are
  competing in the marketplace in an effort to take business away from our products
  and services. Competition from VoIP service providers could reduce our current
  share of local and long distance services, and could have a material and negative
  effect on our future revenues and profitability. </FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif">Certain
  VoIP technology implementations do not require service providers to own or rent
  physical networks, which increases access to this market by other competitors.
  As 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 SIZE="2" face="Arial, Helvetica, sans-serif">Technology
  substitution, and VoIP in particular, has reduced barriers to entry in the industry.
  This has allowed competitors with far lower investments in financial, marketing,
  personnel and technological resources to rapidly launch new products and services
  and to gain market share. This trend is expected to accelerate in the future,
  which could materially and negatively affect our financial performance.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif">The competitive
  factors described above suggest that our wireline and long distance business
  will continue to decline in the future. With such continued decline will come
  reduced economies of scale in those businesses and a resulting reduction in
  margins. While our strategy will be to mitigate such declines by building the
  business for newer growth services, the margins on such newer services will
  likely be less than the margins on legacy services. If the legacy services </FONT></P>
<p>&nbsp;</p>
<p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;</font>
  <font size="1" face="Arial, Helvetica, sans-serif">5 &#151;</font></p>
<p>&nbsp;</p>
<hr>
<p align="justify">&nbsp;</p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif">decline
  faster than the rate of growth in our newer services, our financial performance
  will be negatively and materially affected.</font></p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"> <B>Internet
  Access<br>
  </B>Cable companies and independent Internet service providers (ISPs) have increased
  competition in the broadband and Internet access services business. In particular,
  competition from cable companies has taken the form of bandwidth increases and
  discounted bundle pricing. As a result of the increasing competition in this
  area, pricing for Internet access in Canada is among the lowest in the world.</font>
</p>
<div align="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Furthermore,
  service providers funded by regional electrical utilities may continue to develop
  and market services that compete directly with Bell Canada&#146;s Internet access
  and broadband services. Developments in the field of wireless broadband services
  may also result in increased competition in certain geographic service regions.
  This could materially and negatively affect the financial performance of our
  Internet access services business.</FONT><font face="Arial, Helvetica, sans-serif">
  </font></div>
<font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><FONT SIZE="2"><B>Wireless<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">The Canadian wireless
  telecommunications industry is also highly competitive. We compete directly
  with other wireless service providers that have aggressive product and service
  introductions, pricing and marketing, and with wireline service providers. We
  expect competition to intensify as new technologies, products and services (such
  as VoIP) are developed. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The acquisition
  of Microcell Telecommunications Inc. by Rogers Wireless Inc. may strengthen
  the competitive efforts of both companies in the wireless business. Such competition
  could affect industry pricing and other factors which could materially and negatively
  affect the financial performance of the Bell Canada companies.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2"><B>Video<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">Bell ExpressVu
  competes directly with another direct-to-home (DTH) satellite television provider
  and with cable companies across 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>
</font>
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif"> <B>IMPROVING
  PRODUCTIVITY AND CONTAINING CAPITAL INTENSITY</B></font> <br>
  <FONT size="2" FACE="Arial, Helvetica, sans-serif">We continue to implement
  several productivity improvements while containing our capital intensity. There
  could be a material and negative effect on our profitability if we do not continue
  to successfully implement these productivity improvements, reduce costs and
  manage capital intensity while maintaining the quality of our service. For example,
  we must reduce the price of certain services offered by the Bell Canada companies,
  that are subject to regulatory price caps, each year between 2002 and 2006.
  In addition, to remain competitive in some business data services that are not
  regulated, we have reduced our prices and may have to continue doing so in the
  future. The profits of the Bell Canada companies will decline if they cannot
  lower their expenses at the same rate. There could also be a material and negative
  effect on our profitability if market factors or other regulatory actions result
  in lower revenues and we cannot reduce our expenses at the same rate.</FONT>
</div>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Many productivity
  improvements require capital expenditures to implement systems that automate
  or assist in our operations. There is no assurance that these investments will
  be effective in delivering the planned productivity improvements.</FONT></P>
<p><font size="2" face="Arial, Helvetica, sans-serif"> </font></p>
<p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;</font>
  <font size="1" face="Arial, Helvetica, sans-serif">6 &#151;</font> </p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p><p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>ANTICIPATING
  TECHNOLOGICAL CHANGE<br>
  </b></font><font size="2" face="Arial, Helvetica, sans-serif">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><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our success will depend
  in large part on how well we can anticipate and respond to changes in industry
  standards and client needs, and how quickly and efficiently we can introduce
  new products, services and technologies, and upgrade existing ones.</FONT></p>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">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. Moreover,
  there is a significant risk that current regulation could be expanded to apply
  to newer technologies. Such regulation could result in delays for launching
  new services as well as restrictions on our marketing flexibility (e.g. pricing
  rules, marketing and bundling restrictions, etc.) for such services. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The Bell
  Canada companies are in the process of moving their core circuit-based infrastructure
  to IP technology. This should allow them to:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">offer integrated
      voice, data and video services</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">offer a
      range of valuable network enabled business solutions to large business customers</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">improve
      capital efficiency</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">improve
      operating efficiency, including our efficiency in introducing and supporting
      services.</font> </td>
  </tr>
</table>
<P ALIGN="justify"> <FONT size="2" FACE="Arial, Helvetica, sans-serif">As part
  of this move, the Bell Canada companies also plan to discontinue certain services
  that are based on circuit-based infrastructure. This is a necessary component
  of improving capital and operating efficiencies. In some cases, this could be
  delayed or prevented by customers or regulatory actions. If the Bell Canada
  companies cannot discontinue these services as planned, they will not be able
  to achieve improvements as expected.</FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">There is
  no assurance that we will be successful in developing, implementing and marketing
  new technologies, products, services or enhancements in a reasonable time, or
  that they will have a market. There is also no assurance that efficiencies will
  increase as expected. New products or services that use new or evolving technologies
  could make our existing ones unmarketable or cause their prices to fall.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>LIQUIDITY<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our 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. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our cash
  requirements may be affected by the risks associated with our contingencies,
  off-balance sheet arrangements, derivative instruments and assumptions built
  in our business plan. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">In general,
  we finance our capital needs in four ways:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">from cash
      generated by our operations or investments</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">by borrowing
      from commercial banks</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">through
      debt and equity offerings in the capital markets</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">by selling
      or otherwise disposing of assets.</font></td>
  </tr>
</table>
<P ALIGN="justify">&nbsp; </P>
<P ALIGN="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151; 7
  &#151;</font></P>
<p>&nbsp;</p>
<hr>
<p align="justify">&nbsp;</p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif">Financing
  through equity offerings would dilute the holdings of existing equity investors.
  An increased level of debt financing could lower our credit ratings, increase
  our borrowing costs and give us less flexibility to take advantage of business
  opportunities.</font><font size="2" face="Arial, Helvetica, sans-serif"> </font>
</p>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our ability
  to raise financing 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></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">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></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">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 repayment and refinancing of our outstanding
  debt. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our plan
  in 2005 is to generate enough cash from our operating activities to pay for
  capital expenditures and dividends. We expect to pay contractual obligations
  maturing in 2005 from cash on hand, from cash generated from our operations
  or by issuing debt. If actual results are different from our business plan or
  if the assumptions in our business plan change, we may have to raise more funds
  than expected by issuing debt or equity, borrowing from banks or selling or
  otherwise disposing of assets.</FONT> </P>
<p><font size="2" face="Arial, Helvetica, sans-serif">If we cannot raise the capital
  we need upon acceptable terms, we may have to:</font></p>
<table width="99%" border="0">
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">limit our
      ongoing capital expenditures</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">limit our
      investment in new businesses</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">try to
      raise additional capital by selling or otherwise disposing of assets.</font>
    </td>
  </tr>
</table>
<p align="justify"> <FONT size="2" FACE="Arial, Helvetica, sans-serif">Any of
  these possibilities could have a material and negative effect on our cash flow
  from operations and growth prospects.</FONT> </p>
<font size="2" face="Arial, Helvetica, sans-serif"> </font><font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><FONT SIZE="2"><B>RELIANCE ON MAJOR CUSTOMERS<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">An important amount
  of revenue earned by BCE group companies, including Bell Canada, comes from
  a small number of major customers. If we lose contracts with such major customers
  and cannot replace them, it could have a material and negative effect on our
  financial results.</FONT> </P>
</font><font size="2" face="Arial, Helvetica, sans-serif"> </font><font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><FONT SIZE="2"><B>MAKING ACQUISITIONS<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our growth strategy
  includes making strategic acquisitions and entering into joint ventures. There
  is no assurance that we will find suitable companies to acquire or to partner
  with or that we will have the financial resources needed to complete any acquisition
  or to enter into any joint venture. There could also be difficulties in integrating
  the operations of acquired companies with our existing operations or in operating
  joint ventures.</FONT> </P>
</font><font size="2" face="Arial, Helvetica, sans-serif"> </font><font face="Arial, Helvetica, sans-serif">
<P ALIGN="justify"><FONT SIZE="2"><B>LITIGATION, REGULATORY MATTERS AND CHANGES
  IN LAWS<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">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, </FONT></P>
</font>
<p>&nbsp;</p>
<p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;</font>
  <font size="1" face="Arial, Helvetica, sans-serif">8 &#151;</font></p>
<p>&nbsp;</p>
<hr>
<p>&nbsp;</p>
<p><font face="Arial, Helvetica, sans-serif"><font size="2" face="Arial, Helvetica, sans-serif">could
  also materially and negatively affect us. Any claim by a third party, with or
  without merit, that a significant part of our business infringes on its intellectual
  property could also materially and negatively affect us.</font> </font> </p>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Please see
  BCE Inc.&#146;s Annual Information Form for the year ended December 31, 2003
  (BCE 2003 AIF) filed by BCE Inc. with the Canadian securities commissions and
  with the U.S. Securities and Exchange Commission (SEC) under Form 40-F for a
  detailed description of:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">the principal
      legal proceedings involving BCE</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">certain
      regulatory initiatives and proceedings concerning the Bell Canada companies.</font></td>
  </tr>
</table>
<P ALIGN="justify"><font size="2" face="Arial, Helvetica, sans-serif"> Please
  see <I>Recent Developments in Legal Proceedings </I>in BCE Inc.&#146;s 2004
  First Quarter MD&amp;A dated May 4, 2004 (BCE 2004 First Quarter MD&amp;A),
  in BCE Inc.&#146;s 2004 Second Quarter MD&amp;A dated August 3, 2004 (BCE 2004
  Second Quarter MD&amp;A) and in BCE Inc.&#146;s 2004 Third Quarter MD&amp;A
  dated November 2, 2004 (BCE 2004 Third Quarter MD&amp;A) for a description of
  recent developments, since the BCE 2003 AIF, in the principal legal proceedings
  involving us. </font></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>FUNDING
  AND CONTROL OF SUBSIDIARIES<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">BCE Inc. and Bell
  Canada are currently funding, directly or indirectly, and may, in the future,
  continue to fund the operating losses of some of their subsidiaries, but they
  are under no obligation to continue doing so. If BCE Inc. or Bell Canada decides
  to stop funding any of its subsidiaries and that subsidiary does not have other
  sources of funding, this would have a material and negative effect on the subsidiary&#146;s
  results of operations and financial condition and on the value of its securities.
  </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">In addition,
  BCE Inc. and Bell Canada do not have to remain the majority holder of, or maintain
  their current level or nature of ownership in, any subsidiary, unless they have
  agreed otherwise. The announcement of a decision by BCE Inc. or Bell Canada
  to change the nature of its investment in a subsidiary, to dispose of some or
  all of its interest in a subsidiary, or any other similar decision could have
  a material and negative effect on the subsidiary&#146;s results of operations
  and financial condition and on the value of its securities.</FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">If BCE Inc.
  or Bell Canada 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.
  or Bell Canada, respectively. For example, certain members of the lending syndicate
  of Teleglobe Inc. (Teleglobe), a former subsidiary of BCE Inc., and other creditors
  of Teleglobe have launched lawsuits against BCE Inc. following its decision
  to stop funding Teleglobe. You will find a description of these lawsuits in
  the BCE 2003 AIF under <i>Legal proceedings we are involved in </i>as updated
  in the BCE 2004 First Quarter MD&amp;A, BCE 2004 Second Quarter MD&amp;A and
  BCE 2004 Third Quarter MD&amp;A under <i>Recent Developments in Legal Proceedings</i>.
  While we believe that these kinds of claims have no legal foundation, they could
  negatively affect the market price of BCE Inc.&#146;s or Bell Canada&#146;s
  securities. BCE Inc. and Bell Canada could have to devote considerable management
  time and resources in responding to any such claim.</FONT> </P>
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>PENSION
  FUND CONTRIBUTIONS</b></font> <br>
  <font size="2" face="Arial, Helvetica, sans-serif">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.</font> </div>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="center"><FONT size="1" FACE="Arial, Helvetica, sans-serif"> &#151; 9
  &#151;</FONT></P>
<P ALIGN="LEFT">&nbsp;</P>
<hr>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The decline
  in the capital markets in 2001 and 2002, recent early retirement programs and
  historically low interest rates, have significantly reduced the pension fund
  surpluses and negatively affected our net earnings.</FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Our pension
  plan assets had returns as expected so far in 2004. There is no assurance that
  similar returns will continue. If returns on pension plan assets decline again
  in the future, the surpluses could also continue to decline. This could have
  a material and negative effect on our results of operations. Following the completion
  of the next periodic actuarial valuation, we might have to significantly increase
  our contributions to our pension funds in 2005 which could have a material and
  negative effect on BCE Inc.&#146;s earnings per share.</FONT></P>
<P ALIGN="LEFT"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>RENEGOTIATING
  LABOUR AGREEMENTS<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">Approximately
  45% of our employees are represented by unions and are covered by collective
  agreements. </FONT></P>
<P ALIGN="LEFT"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The following
  important collective agreements have expired:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">The collective
        agreements relating to CTV Television Inc. employees in Calgary and Edmonton
        representing approximately 150 employees. These collective agreements
        expired on September 30, 2004.</font> </div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">The
        collective agreements between Entourage Technology Solutions Inc. and
        the Communications Energy and Paperworkers Union of Canada (CEP), representing
        approximately 2,000 technicians in Qu&eacute;bec and Ontario, expired
        on September 30, 2004. Negotiations are currently underway. A conciliator
        was appointed and is working with the bargaining teams.</font> </div></td>
  </tr>
</table>
<font size="2" face="Arial, Helvetica, sans-serif"> </font>
<P ALIGN="LEFT"><font size="2" face="Arial, Helvetica, sans-serif">The following
  important collective agreements expire on or prior to December 31, 2005:</font></P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%">
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif">The
        collective agreement between the Canadian Telecommunications Employees&#146;</font>
        <font size="2" face="Arial, Helvetica, sans-serif">Association (CTEA)
        and Bell Canada representing approximately 11,000 clerical and associated
        employees will expire on May 31, 2005. Negotiations are scheduled to begin
        in February 2005.</font> </p></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">Certain
        collective agreements relating to CTV Television Inc. employees in Ottawa,
        Atlantic Canada, Northern Ontario, Saskatoon, and Montreal representing
        approximately 235 employees; and to Globe and Mail employees, representing
        approximately 395 employees.</font></div></td>
  </tr>
</table>
<p align="justify"> <font size="2" face="Arial, Helvetica, sans-serif">&nbsp;&nbsp;&nbsp;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. Although Bell Canada has a program to implement a number
  of measures seeking to minimize disruptions and ensure that customers continue
  to receive normal service during labour disruptions, there can be no assurance
  that service to Bell Canada&#146;s customers would not be adversely affected
  should a strike occur.</font></p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>EVENTS
  AFFECTING OUR NETWORKS<br>
  </b>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,
  and on the timely replacement and maintenance of our networks and equipment.
  Any of these events could cause our operations to be shut down indefinitely.</font></p>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151; 10
  &#151;</font></P>
<P ALIGN="LEFT">&nbsp;</P>
<hr>
<P ALIGN="LEFT">&nbsp;</P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif">Our network
  is connected with the networks of other telecommunications carriers, and we
  rely on them to deliver some of our services. Any of the events mentioned in
  the previous paragraph, as well as strikes or other work disruptions, bankruptcies,
  technical difficulties or other events affecting the networks of these other
  carriers, could also hurt our business, including our customer relationships
  and operating results.</FONT></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>VOLUNTARY
  DEPARTURE PROGRAMS<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">We anticipate
  annual savings of approximately $390 million relating to the recent early retirement
  program and early departure program at Bell Canada stemming from lower salaries,
  bonuses and non-pension benefits. There is a risk that the amount of the expected
  annual savings relating to Bell Canada&#146;s voluntary departure programs will
  be lower than anticipated due to various factors including the incurrence of
  outsourcing, replacement and other costs.</FONT> </P>
<div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">RISKS
  THAT COULD AFFECT BCE INC.</font> </div>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>HOLDING
  COMPANY STRUCTURE<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">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.
  BCE Inc.&#146;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.&#146;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></P>
<P ALIGN="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>STOCK
  MARKET VOLATILITY<br>
  </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">The stock markets
  have experienced significant volatility over the last few years, which has affected,
  in particular, the market price and trading volumes of the shares of many telecommunications
  companies. Differences between BCE Inc.&#146;s actual or anticipated financial
  results and the published expectations of financial analysts may also contribute
  to volatility in BCE Inc.&#146;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.&#146;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 or joint ventures.</FONT> </P>
<div align="justify">
  <p><font size="2" face="Arial, Helvetica, sans-serif">RISKS THAT COULD AFFECT
    CERTAIN BCE GROUP COMPANIES</font></p>
  <p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>BELL
    CANADA COMPANIES</b></font></p>
  <p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>Contract
    with the Government of Alberta<br>
    </b>In 2001, we entered into a contract with the Government of Alberta to
    build a next generation network to bring high-speed internet and broadband
    capabilities to rural communities in Alberta. However, the final costs to
    complete the network will not be known until completion of the network and
    final acceptance by the Government of Alberta which is expected to occur during
    2005.</font></p>
  <p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>Changes
    to Wireline Regulations<br>
    </b></font><font size="2" face="Arial, Helvetica, sans-serif"><i>Decisions
    of regulatory agencies<br>
    </i></font><font size="2" face="Arial, Helvetica, sans-serif">The business
    of the Bell Canada companies is affected by 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</font></p>
  <p>&nbsp;</p>
  <p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;
    11 &#151;</font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"> </font></p>
  <hr>
  <p>&nbsp; </p>
</div>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif"> 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></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif"><I>Second
  Price Cap decision<br>
  </I>In May 2002, the CRTC issued decisions relating to new price cap rules that
  will govern incumbent telephone companies for a four-year period starting in
  June 2002. These decisions:</FONT></P>
<table width="99%" border="0">
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">set
        a 3.5% productivity factor on many capped services, which may require
        the Bell Canada companies to reduce prices on these services</font></div></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">extended
      price cap regulation to more services</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">reduced
      the prices that incumbent telephone companies can charge competitors for
      services</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">set procedures
      for enforcing standards of service quality</font></td>
  </tr>
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><font size="2" face="Arial, Helvetica, sans-serif">effectively
      froze rates for residential services.</font></td>
  </tr>
</table>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The CRTC
  also established a deferral account and, on March 24, 2004, initiated a public
  proceeding inviting proposals on the disposition of the amounts accumulated
  in the accounts of the incumbent telephone companies during the first three
  years of the price cap period. There is a risk that the account could be used
  in a way that could have a negative financial effect on the Bell Canada companies.</FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The balance
  in Bell Canada&#146;s deferral account at September 30, 2004 was estimated to
  total approximately $163 million. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">On May 19,
  2004, Bell Canada filed its proposal, as part of the public proceeding initiated
  by the CRTC on March 24, 2004, asking for approval to use some of the funds
  in its deferral account to implement the following initiatives: </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">1. expansion
  of its broadband services to certain areas that are not economically viable
  to serve under its commercial broadband program; <br>
  2. rate reductions for certain optional local services; and <br>
  3. implementation of the network upgrades required to support Bell Canada&#146;s
  High Probability of Call Completion feature that would allow designated calls
  on the Bell Canada network to have a higher probability of completion under
  normal network loads as well as when the Public Switched Telephone Network is
  busy and experiencing call blocking conditions. </FONT></P>
<P ALIGN="justify"><FONT size="2" FACE="Arial, Helvetica, sans-serif">The record
  of this proceeding is not expected to close until the second half of 2005. </FONT></P>
<div align="justify">
  <p><font size="2" face="Arial, Helvetica, sans-serif">Should the CRTC not approve
    Bell Canada&#146;s proposals, there is a risk that the funds in the deferral
    account could be used in a way that could have a negative financial effect
    on Bell Canada. </font></p>
</div>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif">In addition,
  other follow-up issues to the Price Cap decision are expected to be resolved
  in 2005. The outcome of these issues could result in an additional negative
  effect on the results of the Bell Canada companies.</font></p>
<p align="justify"><font size="3" face="Arial, Helvetica, sans-serif"><i><font size="2">Competitor
  Digital Network Access Service</font><br>
  </i></font><font size="2" face="Arial, Helvetica, sans-serif">Also in the <i>second
  price cap decision</i>, the CRTC required Bell Canada and the other incumbent
  telephone companies to offer digital network access service to competitive telecommunications
  service providers (such digital network access service offered to competitive
  telecommunications service providers being referred to as CDNA service) at prices
  below their current retail prices. The scope of the existing CDNA service required
  to be provided by Bell Canada and the other</font></p>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="center"><FONT size="1" FACE="Arial, Helvetica, sans-serif">&#151; 12
  &#151;</FONT></P>
<div align="justify">
  <p>&nbsp;</p>
  <hr>
  <p>&nbsp;</p>
  <p> <FONT size="2" FACE="Arial, Helvetica, sans-serif"> incumbent telephone
    companies is currently under review by the CRTC and a decision is expected
    in the first quarter of 2005. A decision to expand the scope of the CDNA service
    would result in a further decrease in the Bell Canada companies&#146; CDNA
    service revenues and potentially a reduction in retail service rates.</FONT></p>
</div>
<P ALIGN="justify"><FONT size="3" FACE="Arial, Helvetica, sans-serif"><I><font size="2">Decision
  on incumbent affiliates</font><br>
  </I></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">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></P>
<table width="99%" border="0">
  <tr>
    <td width="5%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">all
        existing contracts that bundle tariffed and non-tariffed products and
        services must be filed with the CRTC for approval</font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">all
        new contracts that bundle tariffed and non-tariffed products and services
        must receive CRTC approval before they are carried out</font></div></td>
  </tr>
  <tr>
    <td width="5%" valign="top"><FONT size="2" FACE="Arial, Helvetica, sans-serif">&#149;</FONT></td>
    <td width="95%"><div align="justify"><font size="2" face="Arial, Helvetica, sans-serif">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></div></td>
  </tr>
</table>
<P ALIGN="justify"><font size="2" face="Arial, Helvetica, sans-serif">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 file 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 companies will be available on the public record.</font></P>
<P ALIGN="justify"><font size="2" face="Arial, Helvetica, sans-serif"> This decision
  increased Bell Canada&#146;s and its carrier affiliates&#146; regulatory burden
  at both the wholesale and retail levels. It could also cause some of their large
  customers to choose another preferred supplier, which could have a material
  and negative effect on their results of operations. Bell Canada&#146;s appeal
  of this decision to the Federal Court of Canada was dismissed on September 14,
  2004. As a result, Bell Canada is now refiling tariffs for those contracts with
  bundles that have not yet expired in order to provide more detailed descriptions
  of the bundled services.</font> </P>
<div align="justify">
  <p><font size="2" face="Arial, Helvetica, sans-serif"><em>Allstream and Call-Net
    application concerning customer-specific arrangements</em></font><font size="3" face="Arial, Helvetica, sans-serif"><br>
    </font><FONT size="2" FACE="Arial, Helvetica, sans-serif">On January 23, 2004,
    Allstream Corp. (Allstream) and Call-Net Enterprises Inc. (Call-Net) filed
    a joint application asking the CRTC to order Bell Canada to stop providing
    service under any customer-specific arrangements that are currently filed
    with the CRTC and are not yet approved.</FONT> </p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">Allstream and Call-Net
    have proposed that Bell Canada should only provide services to these customers
    under its general tariff. </font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">Bell Canada provided its
    comments opposing all aspects of this application. If the CRTC grants it,
    Bell Canada will be required to cancel contracts with many of its enterprise
    customers and, in some cases, to reprice services. As a result, this could
    have a material and negative effect on Bell Canada&#146;s ability to offer
    new services to the large business customer market on competitive terms and
    conditions. </font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"><i>Public notice on changes
    to minimum prices </i><br>
    On October 23, 2003, the CRTC issued a public notice asking for comments on
    its preliminary view that revised rules may be needed for setting minimum
    prices for the regulated services of the Bell Canada companies and for how
    incumbent telephone companies price their services, service bundles and customer
    contracts. The CRTC is also seeking comments on proposed pricing restrictions
    on volume or term contracts for retail tariffed services. It issued an amended
    public notice on December 8, 2003. The record of this proceeding was completed
    with the filing of arguments on June 11, 2004 and reply arguments on June
    25, 2004.</font></p>
  <p>&nbsp;</p>
  <p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;
    13 &#151;</font></p>
  <p>&nbsp;</p>
  <hr>
  <p>&nbsp;</p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">It is too early to determine
    if the proposals will be implemented as proposed. If they are, the Bell Canada
    companies will be required to increase the minimum prices they charge for
    regulated services. This would affect their competitive flexibility. </font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"><I>Application seeking
    consistent regulation </I><br>
    On November 6, 2003, Bell Canada filed an application requesting that the
    CRTC start a public hearing to review how similar services offered by cable
    companies and telephone companies are regulated. This would allow consistent
    rules to be developed that recognize and support the growing competition between
    these sectors. Bell Canada also requested that this proceeding address any
    rules that might be needed to govern VoIP services provided by cable companies
    and others. </font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">On April 7, 2004, the
    CRTC invited comments on its preliminary views regarding the regulation of
    VoIP services and invited interested parties to participate in a public consultation
    relating to the regulatory framework for VoIP. The CRTC stated its preliminary
    views that VoIP services that utilize telephone numbers that conform to the
    North American Numbering Plan (NANP) and allow subscribers to call or receive
    calls from any telephone with access to the Public Switched Telephone Network
    (PSTN) are functionally the same as switched telecommunications services.
    The CRTC stated that as a preliminary conclusion, when incumbent telephone
    companies provide VoIP services in their incumbent territories, they should
    be required to adhere to their existing tariffs or to file proposed tariffs
    where required, in conformity with applicable regulatory rules. The CRTC also
    provided its preliminary views with regard to the provision of 9-1-1 services,
    message relay service and privacy safeguards by local VoIP service providers.
    Bell Canada provided its comments to the CRTC on June 18, 2004. Between September
    21-23, 2004, the CRTC held the public consultation relating to the regulatory
    framework for VoIP. Bell Canada filed reply comments on October 13, 2004.
    </font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">A decision is expected
    in the first quarter of 2005. There is a risk that the CRTC might decide to
    regulate VoIP services provided by the Bell Canada companies and other incumbent
    telephone companies but not the VoIP services provided by certain other competitors,
    including in particular the cable companies. Accordingly, these proceedings
    could determine the rules for competition with other service providers and
    could negatively affect the flexibility of the Bell Canada companies when
    competing in the future. </font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">The CRTC has included
    a &#147;Proceeding on Regulatory Symmetry&#148; in its 2005-2006 Work Plan.
    Any asymmetry between the cable companies and the incumbent telephone companies
    with regard to regulation of similar services offered, and specifically with
    respect to similar bundles of services, would put the incumbent telephone
    companies at a competitive disadvantage, potentially having a material and
    adverse impact on their revenues and profitability.</font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"><b>Licences for Broadcasting<br>
    </b></font><font face="Arial, Helvetica, sans-serif"><font size="2">On November
    18, 2004, the CRTC issued Broadcasting Decision CRTC 2005-496, granting Bell
    Canada&#146;s applications for licences to operate terrestrial broadcasting
    distribution undertakings, using its wireline facilities, to serve large cities
    in Southern Ontario and Qu&eacute;bec. Bell Canada is to be licensed under
    the same terms and conditions as apply to major cable operators without any
    delays or other conditions that would inhibit Bell Canada&#146;s ability to
    compete with the other cable operators. </font></font></p>
  <p>&nbsp;</p>
  <p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;
    14 &#151;</font></p>
  <p>&nbsp;</p>
  <hr>
  <p>&nbsp;</p>
  <p><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2"><B>Licences and
    Changes to Wireless Regulation </B><br>
    Companies must have a spectrum licence to operate cellular, PCS and other
    radio-telecommunications systems in Canada. The Minister of Industry awards
    spectrum licences, through a variety of methods, at his or her discretion
    under the <I>Radiocommunication Act</I>. </FONT></FONT></p>
</div>
<p align="justify"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">As
  a result of a recent Industry Canada decision, Bell Mobility&#146;s and Aliant
  Telecom Inc. / MT&amp;T Mobility Inc.&#146;s cellular and PCS licences, which
  would have expired on March 31, 2006, will now expire in 2011. The PCS licences
  that were awarded in the 2001 PCS auction will expire on November 29, 2011.
  As a result, these Bell Canada companies&#146; cellular and PCS licences are
  now classified as spectrum licences with a 10-year licence term. While we expect
  that they will be renewed at term, there is no assurance that this will happen.
  Industry Canada can revoke a company&#146;s licence at any time if the company
  does not comply with the licence&#146;s conditions. While we believe that we
  comply with the conditions of our licences, there is no assurance that Industry
  Canada will agree, which could have a material and negative effect on the Bell
  Canada companies.</FONT></FONT></p>
<p align="justify"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">In
  October 2001, the Minister of Industry announced plans for 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 the Bell Canada companies. The final
  report from the National Antenna Tower Policy Review Committee was filed with
  Industry Canada in September 2004. Industry Canada is now reviewing the report
  and considering what next steps, if any, it will take, after which it may invite
  comments from interested parties, including the wireless carriers, on the report
  and its recommendations. It is not possible to predict at this time if or when
  any action might be taken on the findings of the report.</FONT></FONT></p>
<p align="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Increased
  Accidents From Using Cellphones<br>
  </B></FONT><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">Some studies
  suggest that using handheld cellphones while driving may result in more accidents.
  It is possible that this could lead to new regulations or legislation banning
  the use of handheld cellphones while driving, as it has in Newfoundland and
  Labrador and in several U.S. states. If this happens, cellphone use in vehicles
  could decline, which would negatively affect the business of the Bell Canada
  companies.</FONT></FONT></p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><strong>Competition
  Bureau&#146;s Investigation Concerning System Access Fees</strong><br>
  On December 9, 2004 Bell Canada was notified by the Competition Bureau that
  the Commissioner of Competition had initiated an inquiry under the misleading
  advertising provisions of the <I>Competition Act </I>concerning Bell Mobility
  Inc.&#146;s (&#147;Bell Mobility&#148;) description or representation of system
  access fees (&#147;SAFs&#148;) and was served with a court order, under section
  11 of the <I>Competition Act</I>, compelling Bell Mobility to produce certain
  records and other information that would be relevant to the Competition Bureau&#146;s
  investigation. </font></p>
<P ALIGN="justify"><font size="2" face="Arial, Helvetica, sans-serif">SAFs are
  charged on a monthly basis to Bell Mobility cellular subscribers to assist Bell
  Mobility to recover certain costs associated with its mobile communications
  network. These costs include maintenance costs, the installation of new equipment,
  retrofitting of new technologies and fees for spectrum licences. These costs
  also include the recovery of the Contribution Tax (charged by the CRTC to support
  telephone services in rural and remote areas of Canada). </font></P>
<P ALIGN="justify"><font size="2" face="Arial, Helvetica, sans-serif">Bell Mobility
  may be subjected to financial penalties (either by way of fines, administrative
  monetary penalties, and /or demands for restitution of a portion of the SAFs
  charged to cellular </font></P>
<p>&nbsp;</p>
<p align="center"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="1"> &#151;
  15 &#151;</FONT></FONT></p>
<p>&nbsp;</p>
<hr>
<p align="justify">&nbsp;</p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif">subscribers)
  if it is found to have contravened the misleading advertising provisions of
  the <i>Competition Act</i>.</font></p>
<p align="justify"><font size="2" face="Arial, Helvetica, sans-serif"><b>Health
  Concerns About Radio Frequency Emissions<br>
  </b></font><font face="Arial, Helvetica, sans-serif"><font size="2">It has been
  suggested that some radio frequency emissions from cellphones may be linked
  to certain medical conditions. 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 business
  of the Bell Canada companies. 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 business of the Bell Canada
  companies.</font></font></p>
<p align="justify"><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>BELL
  EXPRESSVU<br>
  </B></FONT><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">Bell ExpressVu,
  Limited Partnership (Bell ExpressVu) currently uses three satellites, Nimiq
  1, Nimiq 2 and Nimiq 3 for its video services. Telesat operates or directs the
  operation of these satellites. In order to restore the backup capacity for Bell
  ExpressVu, which was diminished by the partial failure of Nimiq 2, Telesat Canada
  (Telesat) reached an agreement with DirecTV for an existing in-orbit spare satellite.
  Telesat obtained Industry Canada&#146;s approval to relocate this satellite
  to the orbital slots currently occupied by Nimiq 1 or Nimiq 2. In July 2004,
  the CRTC granted final approval to the agreement between Bell ExpressVu and
  Telesat for lease of the full capacity of the Nimiq 3 satellite.</FONT></FONT></p>
<p align="justify"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">Satellites
  are subject to significant risks. Any loss, failure, manufacturing defects,
  damage or destruction of these satellites, of Bell ExpressVu&#146;s terrestrial
  broadcasting infrastructure, or of Telesat&#146;s tracking, telemetry and control
  facilities that operate the 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 certain BCE group companies &#150; Telesat </I>for
  more information on the risks concerning Telesat&#146;s satellites. </FONT></FONT></p>
<p align="justify"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">Bell
  ExpressVu is subject to programming and carriage requirements under CRTC regulation.
  Changes to the regulations that govern broadcasting could negatively affect
  Bell ExpressVu&#146;s competitive position or the cost of providing its services.
  Bell ExpressVu&#146;s DTH satellite television distribution undertaking licence
  was renewed in March 2004 and expires August 31, 2010. </FONT></FONT></p>
<p align="justify"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">Bell
  ExpressVu continues to face competition from unregulated U.S. DTH satellite
  television services that are illegally sold in Canada. In response, it is participating
  in legal actions that are challenging the sale of U.S. DTH satellite television
  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></FONT></p>
<p align="justify"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="2">Bell
  ExpressVu faces a loss of revenue resulting from the theft of its services.
  It 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. Bell ExpressVu
  initiated a &#147;smart&#148; card swap on a phased-in basis for its authorized
  digital receivers beginning in 2004 which is expected to be fully implemented
  by late 2005. The new security system is expected to eliminate unauthorized
  reception of Bell </FONT></FONT></p>
<p>&nbsp;</p>
<p align="center"><FONT FACE="Arial, Helvetica, sans-serif"><FONT SIZE="1">&#151;
  16 &#151;</FONT></FONT></p>
<p>&nbsp;</p>
<hr>
<div align="justify">
  <p align="justify">&nbsp;</p>
  <p align="justify"><font face="Arial, Helvetica, sans-serif"><font size="2">ExpressVu
    signals. As with any technology-based security system, the possibility of
    compromises at some point in the future can never be eliminated with absolute
    certainty.</font></font></p>
  <p align="justify"><font face="Arial, Helvetica, sans-serif"><font size="2">On
    October 28, 2004, the Court of Qu&eacute;bec ruled in <i>R. v. D&#146;Argy
    and Theriault </i>that the provisions in the <i>Radiocommunication Act </i>(Canada)
    which make it a criminal offence to manufacture, offer for sale or sell any
    device used to decode an encrypted subscription signal in connection with
    unauthorized reception of satellite signals violate the freedom of expression
    rights enshrined in the <i>Canadian Charter of Rights and Freedoms</i>. The
    Canadian Department of Justice has launched an appeal of this decision to
    the Qu&eacute;bec Court of Appeal. Accordingly, it remains a criminal offence
    throughout Canada to manufacture, offer for sale or sell any device used to
    engage in unauthorized reception of satellite signals. If this decision is
    ultimately upheld by the courts and </font></font><font size="2" face="Arial, Helvetica, sans-serif">Parliament
    does not enact new provisions criminalizing the unauthorized reception of
    satellite signals, Bell ExpressVu may face increasing loss of revenue from
    the unauthorized reception of satellite signals.</font></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>BELL GLOBEMEDIA<br>
    Dependence on Advertising<br>
    </B>A large part of Bell Globemedia Inc.&#146;s (Bell Globemedia) 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 spent by advertisers 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 the advertiser can cancel
    on short notice.</FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Increasing Fragmentation
    in Television Markets<br>
    </B></FONT><FONT SIZE="2" face="Arial, Helvetica, sans-serif">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 and this trend is expected to continue as
    new services and technologies 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 or retain viewers
    with attractive programming. </FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Revenues From Distributing
    Television Services<br>
    </B>A significant portion of revenues from CTV Inc. (CTV)&#146;s specialty
    television operations comes from contractual arrangements with distributors,
    primarily cable and DTH operators. Competition has increased in the specialty
    television market. As a result, there is no assurance that contracts with
    distributors will be renewed on equally favourable terms.</FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Increased Competition
    for Fewer Print Customers<br>
    </B></FONT><FONT size="2" FACE="Arial, Helvetica, sans-serif">Print advertising
    revenue largely depends on circulation and readership. The existence of a
    competing national newspaper and commuter papers 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><FONT size="2" FACE="Arial, Helvetica, sans-serif"><B>Broadcast Licences
    and CRTC Decisions<br>
    </B>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 </FONT></p>
  </div>
<div align="justify">
  <p>&nbsp;</p>
  <p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;</font>
    <font size="1" face="Arial, Helvetica, sans-serif">17 &#151;</font></p>
  <p>&nbsp;</p>
  <hr>
  <p>&nbsp;</p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"><i>Broadcasting Act</i>,
    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
    to licences and any decisions by the CRTC from time to time affecting the
    industry as a whole or CTV may have a material and negative effect on Bell
    Globemedia.</font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"><b>TELESAT<br>
    </b></font><font size="2" face="Arial, Helvetica, sans-serif"><b>Launch and
    In-Orbit Risks<br>
    </b></font><font size="2" face="Arial, Helvetica, sans-serif">There is a risk
    that the satellites that Telesat currently has 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 obtain launch coverage for the full value of any satellite
    proposed to be launched or at a favourable rate.</font> </p>
<p><font size="2" face="Arial, Helvetica, sans-serif"> 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. However, there are no assurances that redundancy systems will not
    malfunction or that Telesat will be able to renew or obtain new in-orbit insurance
    with enough coverage or at a favourable rate.</font></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Anik F1 and Anik F1R<br>
    </B>In August 2001, the manufacturer of the Anik F1 satellite advised Telesat
    of a gradual decline in power on the satellite. After investigation, 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 to late 2005.</FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif">Telesat has insurance
    in place to cover the power loss on Anik F1 and filed a claim with its insurers
    in December 2002. In March 2004, it reached an agreement to settle this claim.
    The agreement provides for an initial payment in 2004 of U.S.$136.2 million
    to Telesat. It also provides for an additional payment of U.S.$49.1 million
    in 2007 if the power on Anik F1 degrades as predicted by the manufacturer.
    If it does not, the payments (including the U.S.$136.2 million initial payment)
    will be adjusted by applying a formula that is included in the settlement
    documents. The initial payment has been received and the power continues to
    degrade as predicted. </FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif">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. While Telesat
    is currently attempting to place Anik F1R launch insurance, there is no assurance
    that Telesat will be able to obtain launch and in-orbit coverage for the Anik
    F1R satellite, or that if it does obtain coverage, that it will be for the
    full value of the satellite or that it will be at a favourable rate.</FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Anik F2<br>
    </B>On July 17, 2004, Telesat launched Anik F2, which successfully entered
    commercial service, following commissioning and testing, in October 2004.
    Telesat has in-orbit insurance coverage expiring in July 2007 for approximately
    two-thirds of Anik F2&#146;s book value. In the event of a total failure of
    the satellite, the after-tax accounting loss is estimated at $110-$115 million.</FONT></p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Nimiq 1 and Nimiq 2<br>
    </B>Telesat carries in-orbit insurance on Nimiq 1 and Nimiq 2. Nimiq 1 is
    insured for its book value until the second quarter of 2005. Following a partial
    failure and a successful insurance claim on </FONT></p>
  <p>&nbsp;</p>
  <p align="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151;
    18 &#151;</font></p>
</div>
<div align="justify">
  <p><font size="2" face="Arial, Helvetica, sans-serif"> </font></p>
  <hr>
  <p>&nbsp;</p>
  <p><font size="2" face="Arial, Helvetica, sans-serif">Nimiq 2 in 2003, Telesat
    arranged for in-orbit insurance for approximately 50% of the residual value
    of Nimiq 2.</font></p>
  <p><font size="2" face="Arial, Helvetica, sans-serif"><b>Anik F3<br>
    </b></font><font size="2" face="Arial, Helvetica, sans-serif">Telesat has
    signed a contract with EADS Astrium, SAS, an European satellite manufacturer,
    for construction of the Anik F3 satellite. Anik F3 is expected to be available
    for service in the second half of 2006. There is no assurance that Telesat
    will be able to obtain launch and in-orbit insurance coverage for the Anik
    F3 satellite, or that if it does obtain coverage, that it will be for the
    full value of the satellite or at a favourable rate.</font> </p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>CGI<br>
    Long Sales Cycle for Major Outsourcing Contracts<br>
    </B></FONT><FONT SIZE="2" face="Arial, Helvetica, sans-serif">The average
    sales cycle for large outsourcing contracts typically ranges from 6 to 18
    months, with some extending over 24 months. If current market conditions prevail
    or worsen, the average sales cycle could become even longer, thus affecting
    CGI Group Inc.&#146;s (CGI) ability to meet its growth targets.</FONT> </p>
  </div>
<div align="justify">
  <p><font size="2" face="Arial, Helvetica, sans-serif"><b>Foreign Currency Risks<br>
    </b>CGI&#146;s increased international business volume could expose CGI to
    greater foreign currency exchange risks, which could adversely impact its
    operating results. CGI has a hedging strategy in place to protect itself,
    to the extent possible, against foreign currency exposure.</font> </p>
  <p><FONT SIZE="2" face="Arial, Helvetica, sans-serif"><B>Early Termination Risk<br>
    </B>If CGI failed to deliver its services according to contractual agreements,
    some of its clients could elect to terminate their contracts before the agreed
    expiry date, which could have a material and adverse effect on CGI&#146;s
    results of operations and business. However, CGI takes a professional approach
    to business, and its contracts are written so as to clearly identify the scope
    of CGI&#146;s responsibilities and to minimize risks.</FONT></p>
</div>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="justify">&nbsp;</P>
<P ALIGN="center"><font size="1" face="Arial, Helvetica, sans-serif">&#151; 19
  &#151;</font></P>
<P ALIGN="center">&nbsp;</P>
<P ALIGN="center">&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><font size="2" face="Arial, Helvetica, sans-serif">SIGNATURE</font></B></FONT></FONT></P>
<font size="2" face="Arial, Helvetica, sans-serif"> </font>
<p>&nbsp;</p>
<P ALIGN="LEFT"><FONT size="2" FACE="Arial, Helvetica, sans-serif">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></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 size="2" FACE="Arial, Helvetica, sans-serif"><b>BCE
      Inc. </b></FONT></td>
    <td width="10%">&nbsp;</td>
  </tr>
  <tr>
    <td width="45%"> <p>&nbsp;</p>
      <p>&nbsp;</p>
      <p>&nbsp;</p></td>
    <td width="45%" valign="bottom"><font size="2" face="Arial, Helvetica, sans-serif">(signed)
      Michael T. Boychuk<br>
      </font> <hr width=100% size=1 color=BLACK noshade> </td>
    <td width="10%"><font size="2" face="Arial, Helvetica, sans-serif"><br>
      <br>
      <br>
      <br>
      <br>
      </font> </td>
  </tr>
  <tr>
    <td width="45%">&nbsp;</td>
    <td width="45%"><FONT size="2" FACE="Arial, Helvetica, sans-serif">Michael
      T. Boychuk<br>
      Senior Vice-President and Treasurer</FONT> </td>
    <td width="10%">&nbsp;</td>
  </tr>
  <tr>
    <td width="45%">&nbsp;</td>
    <td width="45%" valign="bottom"><font size="2" face="Arial, Helvetica, sans-serif">Date:
      December 14, 2004</font></td>
    <td width="10%"><font size="2" face="Arial, Helvetica, sans-serif"><br>
      <br>
      <br>
      </font></td>
  </tr>
</table>
<p>&nbsp;</p>
<P ALIGN="center">&nbsp;</P>
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