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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950157-04-000838.txt : 20041108
<SEC-HEADER>0000950157-04-000838.hdr.sgml : 20041108
<ACCEPTANCE-DATETIME>20041108172149
ACCESSION NUMBER:		0000950157-04-000838
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041130
FILED AS OF DATE:		20041108
DATE AS OF CHANGE:		20041108

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROGERS COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000733099
		STANDARD INDUSTRIAL CLASSIFICATION:	CABLE & OTHER PAY TELEVISION SERVICES [4841]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10805
		FILM NUMBER:		041126708

	BUSINESS ADDRESS:	
		STREET 1:		333 BLOOR STREET EAST
		STREET 2:		10TH FLOOR
		CITY:			TORONTO, ONTARIO
		STATE:			A6
		ZIP:			M4W 1G9
		BUSINESS PHONE:		4160353532

	MAIL ADDRESS:	
		STREET 1:		333 BLOOR STREET EAST
		STREET 2:		10TH FLOOR
		CITY:			TORONTO, ONTARIO
		STATE:			A6
		ZIP:			M4W 1G9

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ROGERS CABLESYSTEMS INC
		DATE OF NAME CHANGE:	19860425
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6-k.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------
                                    FORM 6-K

                        Report of Foreign Private Issuer

                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934


                         For the month of November, 2004

                               ----------------------

                           Rogers Communications Inc.

- ------------------------------------------------------------------------------
                 (Translation of registrant's name into English)


                              333 Bloor Street East
                                   10th Floor
                            Toronto, Ontario M4W 1G9
                                     Canada
- ------------------------------------------------------------------------------

                    (Address of principal executive offices)


     Indicate  by check mark  whether the  registrant  files or will file annual
reports under cover of Form 20-F or Form 40-F:

                                  _                            _
                    Form 20-F    |_|            Form 40-F     |X|


     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.
                           _                         _
                    Yes   |_|                   No  |X|

<PAGE>



                                   SIGNATURES

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.



ROGERS COMMUNICATIONS INC.


By: /s/ Graeme McPhail
    ------------------------------------------------------------------
    Name:   Graeme McPhail
    Title:  Vice President, Associate General Counsel


Date:  November 8, 2004






                                  EXHIBIT INDEX


Exhibit Number         Description
- --------------         -----------

99.1                   Press release issued by Rogers Wireless Inc.,
                       dated November 8, 2004





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                Exhibit 99.1

       ROGERS WIRELESS SUCCESSFUL IN TENDER OFFERS TO ACQUIRE MICROCELL

             Combination of Rogers Wireless and Microcell Creates
           Canada's Largest Wireless Carrier Serving Approximately
                  5.5 Million Customers from Coast to Coast;

           Rogers Wireless Becomes Canada's Only Wireless Carrier
             Operating on the Global Standard GSM/GPRS Technology


TORONTO and MONTREAL, November 8 -- Rogers Wireless Inc. ("RWI" or "Rogers
Wireless"), a wholly-owned subsidiary of Rogers Wireless Communications Inc.,
announced today that the terms and conditions of its tender ofers for the
securities of Microcell Telecommunications Inc. ("Microcell") have been
satisfied with the necessary number of securities having been successfully
tendered and regulatory approvals secured to complete the acquisition.

The acquisition of Microcell by Rogers Wireless creates Canada's largest
wireless carrier with the most extensive integrated wireless voice and data
network in the country. With approximately 5.5 million customers and a
nationwide network operating on the world standard GSM/GPRS technology, the
combined company will offer consumers and businesses maximum coverage from
coast to coast, an extensive portfolio of advanced wireless data services and
devices, and the largest international roaming coverage of any wireless
provider in Canada.

As a result of the successful tender offers, Rogers Wireless has taken up and
accepted for payment approximately 181,721 Class A Restricted Voting shares,
28,389,649 Class B Non-Voting shares, 3,296,652 Warrants 2005 and 5,405,387
Warrants 2008, being all of the securities of Microcell validly tendered to
the offers and not withdrawn prior to the 5:00 p.m. November 5, 2004 expiry
time. The tendered securities represent approximately 96% of the outstanding
Class A Restricted Voting shares, 92% of the outstanding Class B Non-Voting
shares, 82% of the outstanding Warrants 2005 and 81% of the outstanding
Warrants 2008.

"The combination of Rogers Wireless and Microcell creates Canada's largest
wireless provider serving approximately 5.5 million customers and positions us
as an even stronger competitor," said Ted Rogers, President and CEO, Rogers
Communications. "Now, more than ever, wireless customers across the country
can count on Rogers' leadership in delivering innovative solutions and real
choice in the Canadian communications market."

"The new Rogers Wireless is an even stronger communications company, well
positioned for continued profitable growth and committed to providing superior
service and value to our customers," said Nadir Mohamed, President and CEO,
Rogers Wireless. "The new Rogers Wireless combines the nationwide strength of
Rogers Wireless' network and brand with Fido's unique and well established
brand and distribution channels. Together, we are now Canada's only wireless
provider operating on the world standard GSM technology platform - meaning
faster access to a wider array of new devices and services and the ability to
travel the world with a single handset."

Microcell and Rogers Wireless subscribers can count on a seamless transition
and significant benefits as the two companies are combined. Microcell
subscribers will enjoy the availability of



<PAGE>



access to Rogers Wireless' extensive network resulting in greatly expanded
wireless coverage areas, especially outside of and between major urban
centers, and will be able to continue using their existing wireless handsets
and phone numbers. Both Rogers Wireless and Microcell customers will benefit
from the combining of network assets which will provide for even greater
coverage and quality.

As contemplated in the offers and as provided for under the compulsory
acquisition provisions of the Canada Business Corporations Act, Rogers
Wireless now intends to acquire the balance of the Microcell Class A
Restricted Voting shares and Class B Non-Voting shares, each at C$35.00 per
share, and to acquire the balance of the Microcell Warrants 2005 and Warrants
2008, each at C$15.79 and C$15.01, respectively.

Please see the most recent management's discussion and analysis ("MD&A") of
Rogers Wireless and Rogers Communications dated October 27, 2004, for a
discussion of financing arrangements relating to this transaction. These
MD&A's are contained in the companies' third quarter 2004 earnings results
available on the SEDAR website at www.sedar.com and on the U.S. Securities and
Exchange Commission's website at www.sec.gov.

Rogers Wireless anticipates sharing its expectations around integration costs
and synergy opportunities from combining the two companies when it provides
its 2005 overall financial and operating guidance, early in 2005. The 2004
annual guidance that was issued for Rogers Wireless earlier this year did not
assume the acquisition of Microcell and will not be applicable to the combined
company following closing of the acquisition.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Microcell. Microcell's shareholders are advised to
read the offering documents and the directors' circular regarding the offers
referred to in this news release. The offering documents are available on the
SEDAR website at www.sedar.com and on the U.S. Securities and Exchange
Commission's website at www.sec.gov.

Cautionary Statement Regarding Forward Looking Information:

This news release includes certain forward looking statements that involve
risks and uncertainties. We caution that actual future events will be affected
by a number of factors, many of which are beyond our control, and therefore
may vary substantially from what we currently foresee. We are under no
obligation to (and expressly disclaim any such obligation to) update or alter
any forward looking statements whether as a result of new information, future
events or otherwise. Important additional information identifying risks and
uncertainties is contained in our most recent Annual Reports and Annual
Information Forms filed with the applicable Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission.

About Rogers:

Rogers Wireless operates Canada's largest integrated wireless voice and data
network, providing advanced voice and wireless data solutions to customers
from coast to coast on its GSM/GPRS/EDGE network, the world standard for
wireless communications technology. The combination of Rogers Wireless and
Microcell will have 5.5 million wireless customers, and has



<PAGE>



offices in Canadian cities across the country. Rogers Wireless is a
wholly-owned subsidiary of Rogers Wireless Communications Inc. (TSX: RCM;
NYSE: RCN), which is approximately 89% owned by Rogers Communications Inc.

Rogers Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadian
communications and media company. It is engaged in cable television,
high-speed Internet access and video retailing through Canada's largest cable
television provider, Rogers Cable Inc.; in wireless voice and data
communications services through Canada's leading national GSM/GPRS cellular
provider, Rogers Wireless Communications Inc.; and in radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc.
% SEDAR: 00003770EF

For Further Information (Investment Community): Bruce M. Mann, 416.935.3532,
bruce.mann@rci.rogers.com; Eric A. Wright, 416.935.3550,
eric.wright@rci.rogers.com; (Media): Heather Armstrong, 416.935.6379,
heather.armstrong@rci.rogers.com;
Archived images on this organization are available through CNW E-Pix at
http://www.newswire.ca. Images are free to members of The Canadian Press.



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