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<SEC-DOCUMENT>0000950157-04-000980.txt : 20041206
<SEC-HEADER>0000950157-04-000980.hdr.sgml : 20041206
<ACCEPTANCE-DATETIME>20041206162554
ACCESSION NUMBER:		0000950157-04-000980
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20041206
DATE AS OF CHANGE:		20041206

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:		041186517

	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>form6k.txt
<DESCRIPTION>REPORT OF FOREIGN 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 DECEMBER, 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:  December 6, 2004


<PAGE>


                                 EXHIBIT INDEX

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

99.1                Material change report dated December 1, 2004, filed on
                    Form 51-102F3 by Rogers Communications Inc. on December 2,
                    2004


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

                                 FORM 51-102F3

                            MATERIAL CHANGE REPORT

ITEM 1   NAME AND ADDRESS OF COMPANY

         Rogers Communications Inc. ("RCI")
         The principal office of RCI is located at:
         333 Bloor Street East
         Toronto, Ontario
         M4W 1G9

ITEM 2   DATE OF MATERIAL CHANGE

         November 30, 2004

ITEM 3   NEWS RELEASE

         A news release was issued through Canada NewsWire on November 30,
         2004.

ITEM 4   SUMMARY OF MATERIAL CHANGE

         RCI announced that Rogers Wireless Inc. ("Rogers Wireless"), a wholly
         owned subsidiary of Rogers Wireless Communications Inc. ("RWCI"), has
         completed a private placement in an aggregate principal amount of
         approximately US$2,356 million (approximately Cdn$2,807 million based
         on the November 19, 2004 noon rate of exchange as reported by the
         Bank of Canada). The private placement consisted of Cdn$460 million
         7.625% Senior (Secured) Notes due 2011, US$550 million Floating Rate
         Senior (Secured) Notes due 2010, US$470 million 7.25% Senior
         (Secured) Notes due 2012, US$550 million 7.50% Senior (Secured) Notes
         due 2015 and US$400 million 8.00% Senior Subordinated Notes due 2012.
         The offering, which was announced on November 12, 2004, was made
         pursuant to Rule 144A and Regulation S under the Securities Act of
         1933, as amended, in the United States and pursuant to private
         placement exemptions in certain provinces of Canada.

         Rogers Wireless expects to use the proceeds from the private
         placement to make a $1,750.0 million distribution as a return of
         capital to RWCI; to repay $850.0 million of intercompany subordinated
         debt owing to RCI in connection with Rogers Wireless' acquisition of
         Microcell Telecommunications Inc.; and the remaining net proceeds to
         partially repay advances outstanding under Rogers Wireless' amended
         bank credit facility. RWCI is reviewing the various methods of
         transferring the $1,750.0 million distribution to its shareholders,
         so RCI will have adequate funds to repay its $1,750.0 million bridge
         credit facility incurred in connection with its acquisition of RWCI
         shares from AT&T Wireless Services, Inc. A determination of the
         method of such a distribution, including the timing thereof, will not
         take place until following completion of RCI's announced exchange
         offer for all of the outstanding Class B Restricted Voting shares of
         RWCI and the distribution will be subject to compliance with
         applicable legal requirements.


<PAGE>


                                     -2-

ITEM 5   FULL DESCRIPTION OF MATERIAL CHANGE

         See the press release attached as Schedule A for a full description
         of the material change.

ITEM 6   RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

         Not applicable.

ITEM 7   OMITTED INFORMATION

         No significant facts remain confidential in, and no information has
         been omitted from, this report.

ITEM 8   EXECUTIVE OFFICER

         For further information please contact Bruce M. Mann, Vice President,
         Investor Relations, at (416) 935-3532.

ITEM 9   DATE OF REPORT

         December 1, 2004

<PAGE>



                                  SCHEDULE A

ROGERS WIRELESS COMPLETES PRIVATE PLACEMENT OF US$2,356 MILLION OF NOTES

TORONTO, Nov. 30 /CNW/ - Rogers Wireless Communications Inc. and Rogers
Communications Inc. ("RCI") jointly announced today that Rogers Wireless Inc.
("Rogers Wireless"), a wholly owned subsidiary of Rogers Wireless
Communications Inc., has completed a private placement in an aggregate
principal amount of approximately US$2,356 million (approximately Cdn$2,807
million based on the November 19, 2004 noon rate of exchange as reported by
the Bank of Canada). The private placement consisted of Cdn$460 million 7.625%
Senior (Secured) Notes due 2011, US$550 million Floating Rate Senior (Secured)
Notes due 2010, US$470 million 7.25% Senior (Secured) Notes due 2012, US$550
million 7.50% Senior (Secured) Notes due 2015 and US$400 million 8.00% Senior
Subordinated Notes due 2012 (collectively, the "Notes"). The offering, which
was announced on November 12, 2004, was made pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), in the United States and pursuant to private placement exemptions in
certain provinces of Canada.

The Notes have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This press release is not an offer
of the Notes for sale or a solicitation of an offer to purchase the Notes in
the United States or Canada. The Notes have not been and will not be qualified
for distribution under the securities laws of any province or territory of
Canada except pursuant to prospectus exemptions.

Cautionary Statement Regarding Forward Looking Information: This news release
includes certain forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
Rogers Communications Inc. and Rogers Wireless Communications Inc. (the
"Companies") caution that actual future events will be affected by a number of
factors, including technological change, regulatory changes and competitive
factors, many of which are beyond the Companies' control, and therefore may
vary substantially from what they currently foresee. The Companies 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 the most recent Annual Reports, Annual
Information Forms and other periodic securities filings for the Companies
filed with the applicable Canadian securities regulatory authorities and the
U.S. Securities and Exchange Commission.

ABOUT THE COMPANIES:

Rogers Wireless Communications Inc. (TSX: RCM; NYSE: RCN) is Canada's leading
provider of wireless services and 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 wireless communications technology. Giving effect to the recent
acquisition of Microcell Telecommunications, Rogers Wireless 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.


<PAGE>


                                     -2-

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 largest wireless provider and the
only provider operating on the GSM/GPRS world standard technology platform,
Rogers Wireless Communications Inc.; and in radio, television broadcasting,
televised shopping and publishing businesses through Rogers Media Inc.
%SEDAR: 00003765EF

For further information: Bruce M. Mann, (416) 935-3532,
bruce.mann@rci.rogers.com; Eric A. Wright, (416) 935-3550,
eric.wright@rci.rogers.com.




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
