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<SEC-DOCUMENT>0000950157-04-000862.txt : 20041112
<SEC-HEADER>0000950157-04-000862.hdr.sgml : 20041111
<ACCEPTANCE-DATETIME>20041112163717
ACCESSION NUMBER:		0000950157-04-000862
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041031
FILED AS OF DATE:		20041112
DATE AS OF CHANGE:		20041112

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:		041139861

	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 12, 2004


<PAGE>



                                 EXHIBIT INDEX

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

99.1               Press release issued by Rogers Communications Inc. on
                   November 11, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                  Exhibit 99.1

Attention Business Editors:

Rogers Communications Proposes to Launch Exchange Offer for Publicly Held
Shares of Rogers Wireless

   Offer of 1.75 Rogers Communications Shares for each Rogers Wireless Share
       Falls Above mid-point of Preliminary Independent Valuation Range

    TORONTO, Nov. 11 /CNW/ - Rogers Communications Inc. ("RCI") announced
today that it is proposing to launch an exchange offer for all of the
outstanding Rogers Wireless Communications Inc. ("RWCI") Class B Restricted
Voting shares ("RWCI Class B shares") owned by the public with the
consideration being 1.75 RCI Class B Non-Voting shares ("RCI Class B shares")
for each RWCI Class B share held. RCI currently owns 100% of the RWCI Class A
Multiple Voting shares and approximately 81% of the RWCI Class B shares,
representing an approximate 89% equity interest and an approximate 98% voting
interest in RWCI.

    Based on the November 10, 2004 closing prices of the RWCI Class B shares
and the RCI Class B shares on the Toronto Stock Exchange, the proposed
exchange offer for the RWCI Class B shares represents an implied price per
share of C$50.23 and a premium of 16%. This implied price represents a 38%
premium to the price paid to AT&T Wireless Inc. in October 2004 for their 34%
interest in RWCI. The consideration being offered by RCI to RWCI shareholders
under the proposed offer falls above the mid-point of the preliminary range of
fair values indicated under the independent valuation described below.

    "We believe that this proposal represents an excellent opportunity for
both the shareholders of Rogers Wireless and Rogers Communications," said Ted
Rogers, President and Chief Executive Officer of Rogers Communications Inc.
"Rogers Wireless shareholders will receive a generous premium for their
shares, will benefit from the greater liquidity of the Rogers Communications
shares, and will continue to own equity in a company with significant Canadian
wireless assets, while all Rogers Communications' shareholders will benefit
from the simplified corporate structure that will result from full ownership
of its three primary operating companies assuming a successful completion of
the offer."

    At the request of RCI, the Board of Directors of RWCI established an
independent committee to supervise preparation of a formal independent
valuation of the RWCI Class B shares in accordance with Canadian securities
laws. The independent committee retained BMO Nesbitt Burns Inc. to prepare
that valuation. The valuation is being prepared on an en bloc basis, with no
downward adjustment for liquidity, lack of control or the effect of the
exchange offer, in accordance with the relevant Ontario and Quebec securities
laws and the RWCI Minority Shareholder Protection Agreement. The RWCI board of
directors and RCI have been advised that the preliminary indicated fair market
value of the RWCI Class B shares determined pursuant to that valuation is in
the range of $46 to $54 per share. RCI has requested that the independent
committee complete its supervision of the formal independent valuation and
report to the Board of Directors of RWCI with its recommendation in respect of
the proposed offer.


<PAGE>


    RCI's offer is being finalized and awaits completion of the formal
valuation and the final report of the independent committee.

    Completion of the proposed offer will be subject to customary conditions
including the absence of any material adverse change in RWCI and the absence
of material disruption in financial markets. Further details of the offer will
be contained in the take-over bid circular to be mailed to shareholders in
connection with the offer. Subject to receipt of necessary regulatory
approvals, it is anticipated that the offer will be mailed to RWCI
shareholders and that required regulatory filings in Canada and the U.S. will
be made within approximately ten days.

    RCI intends to take up and pay for any and all of the publicly held
shares that are tendered to the offer regardless of the actual number of
shares tendered. If a sufficient number of shares are acquired under the
offer, it is RCI's current intention that it would acquire the remaining
publicly held RWCI shares pursuant to a subsequent going private transaction.

    The exchange offer is not being, and will not be, made in any
jurisdiction where not permitted by law. RCI and RWCI urge U.S. holders of
RWCI Class B shares to read the Registration Statement on Form F-10 related to
the exchange offer, as well as other documents that will be filed with the
SEC, as these documents will contain important information to assist
shareholders in making an informed investment decision.

    This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there by any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made in the U.S. except by
means of a prospectus meeting the requirements of the Securities Act of 1933,
as amended.

    In connection with the exchange offer, RCI will be filing materials on
SEDAR and in the U.S. with the SEC. Investors are urged to read these
materials because they will contain important information. Investors may
obtain a free copy of these materials when they become available, as well as
other materials filed on SEDAR and with the SEC concerning RCI at
www.sedar.com and 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. SEC.

    About Rogers:

    Rogers Wireless Communications Inc. (TSX: RCM; NYSE: RCN) 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 network, the world standard for wireless communications
technology. The company has over 5.5 million customers, and has offices in
Canadian cities across the country. Rogers Wireless Communications Inc. 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: 00003765EF

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): Jan Innes, (416) 935-3525,
jan.innes@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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