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<SEC-DOCUMENT>0000950157-04-001071.txt : 20041222
<SEC-HEADER>0000950157-04-001071.hdr.sgml : 20041222
<ACCEPTANCE-DATETIME>20041222150316
ACCESSION NUMBER:		0000950157-04-001071
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20041222
DATE AS OF CHANGE:		20041222

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:		041220561

	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 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.
- --------------------------
          (Registrant)

By: /s/ David Miller
    ----------------------
     David Miller
     Vice President, General Counsel and Secretary

Date:  December 22, 2004



<PAGE>




                                 EXHIBIT INDEX

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

99.1              Material change report dated December 17, 2004, filed on Form
                  51-102F3 by Rogers Communications Inc. on December 20, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1.txt
<DESCRIPTION>MATERIAL CHANGE REPORT
<TEXT>
                                 FORM 51-102F3

                            MATERIAL CHANGE REPORT

ITEM 1   NAME AND ADDRESS OF COMPANY

         Rogers Communications Inc. ("RCI")
         333 Bloor Street East, 10th Floor
         Toronto, Ontario
         M4W 1G9

ITEM 2   DATE OF MATERIAL CHANGE

         December 17, 2004

ITEM 3   NEWS RELEASE

         A news release was issued through Canada NewsWire on December 17,
         2004.

ITEM 4   SUMMARY OF MATERIAL CHANGE

         RCI and Rogers Wireless Communications Inc. ("Rogers Wireless")
         announced that the board of directors of Rogers Wireless has approved
         a loan of up to $1.4 billion from Rogers Wireless to RCI. RCI intends
         to use the $1.4 billion proceeds from the loan, together with $350
         million from cash on hand, to permanently repay the $1.75 billion
         bridge credit facility incurred by RCI to a group of financial
         institutions in connection with the acquisition of Rogers Wireless
         Class B Restricted Voting shares from AT&T Wireless Services, Inc.

ITEM 5   FULL DESCRIPTION OF MATERIAL CHANGE

         RCI and Rogers Wireless announced that the board of directors of
         Rogers Wireless has approved a loan of up to $1.4 billion from Rogers
         Wireless to RCI. RCI intends to use the $1.4 billion proceeds from
         the loan, together with $350 million from cash on hand, to
         permanently repay the $1.75 billion bridge credit facility incurred
         by RCI to a group of financial institutions in connection with the
         acquisition of Rogers Wireless Class B Restricted Voting shares from
         AT&T Wireless Services, Inc. The interest rates payable by RCI
         pursuant to the loan will be the same interest rates as would have
         been payable by it pursuant to the bridge credit facility.

         The board of directors of RCI has approved the borrowing from Rogers
         Wireless.

         A special committee of independent directors of Rogers Wireless
         concluded that making the loan to RCI is in the best interests of
         Rogers Wireless and recommended that the board of directors of Rogers
         Wireless approve the making of the loan. The board of directors of
         Rogers Wireless approved the making of the loan with directors of
         Rogers Wireless who are also directors or senior officers of RCI
         disclosing their interest in such capacities and not voting on the
         resolution to approve the loan. Independent legal counsel advised the
         special committee with respect to its consideration of the loan.


<PAGE>


                                     -2-


         The loan constitutes a related party transaction under Ontario
         Securities Commission Rule 61-501 and under Policy Q-27 of the
         Autorite des marches financiers (the "related party rules"). The loan
         transaction is exempt from the requirements under the related party
         rules to obtain minority shareholder approval and to have a formal
         valuation prepared because the principal amount of the loan does not
         exceed 25% of RCI's market capitalization (as determined in
         accordance with the related party rules). RCI's market capitalization
         for this purpose is approximately $7.1 billion.

         The loan is to be advanced by Rogers Wireless to RCI on December 31,
         2004. The loan is being advanced on that date in order to reflect the
         loan prior to the end of the 2004 financial years of Rogers Wireless
         and RCI. The loan is being made by Rogers Wireless from cash on hand
         resulting from a return of capital from Rogers Wireless Inc., a
         wholly-owned subsidiary (which recently completed a private placement
         of notes in an aggregate principal amount of approximately US $2.356
         billion). The making of the loan will not adversely affect the
         on-going business of Rogers Wireless.

         For further details with respect to the loan see the news release
         attached as Schedule A.

         This material change report is being filed so that it can be
         incorporated by reference into the take-over bid circular of RCI
         dated November 24, 2004 relating to its offer to acquire all of the
         outstanding Rogers Wireless Class B Restricted Voting shares held by
         the public. RCI will send a copy of this material change report to
         any securityholder of RCI upon request and without charge.

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 17, 2004


<PAGE>



                                  SCHEDULE A

ROGERS WIRELESS TO LOAN $1.4 BILLION TO ROGERS COMMUNICATIONS INC.

TORONTO, Dec. 17 /CNW/ - Rogers Wireless Communications Inc. ("Rogers
Wireless") and Rogers Communications Inc. ("RCI") announced today that the
board of directors of Rogers Wireless has approved a loan of up to $1.4
billion from Rogers Wireless to RCI. The loan will be made by Rogers Wireless
from cash on hand resulting from a return of capital from Rogers Wireless
Inc., a wholly-owned subsidiary (which recently completed a private placement
of notes in an aggregate principal amount of approximately US $2.356 billion).
RCI intends to use the $1.4 billion proceeds from the loan, together with $350
million from cash on hand, to permanently repay the $1.75 billion bridge
credit facility referred to below.

A special committee of independent directors of Rogers Wireless concluded that
making this loan to RCI is in the best interests of Rogers Wireless and
recommended that the board of directors of Rogers Wireless approve the making
of the loan.

The loan to RCI will be advanced on December 31, 2004 and will mature on
October 16, 2006. The loan must be repaid in whole or in part before the
maturity date in certain circumstances including from the proceeds of any
shareholder distributions by Rogers Wireless to RCI or to its wholly-owned
subsidiary, RWCI Acquisition Inc. The loan will be secured by a pledge of
shares of Rogers Cable Inc. and of shares of RWCI Acquisition Inc. which holds
48,594,172 Rogers Wireless Class B Restricted Voting shares.

Rogers Wireless has previously publicly disclosed that it was reviewing the
various methods of transferring $1.75 billion to its shareholders, so that RCI
would have adequate funds to repay its $1.75 billion bridge credit facility
incurred to a group of financial institutions in connection with its
acquisition of Rogers Wireless Class B Restricted Voting shares from AT&T
Wireless Services, Inc. Rogers Wireless stated at the time that a
determination of the method of such a distribution, including the timing
thereof, would not take place until following completion by RCI of its offer
to acquire all of the outstanding Rogers Wireless Class B Restricted Voting
shares held by the public. RCI's offer is currently scheduled to expire on
December 30, 2004. Rogers Wireless is continuing to review the various methods
of effecting such a distribution.

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. 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.



<PAGE>


                                     -2-


About the Companies:

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 Rogers Wireless Communications Inc., Canada's
largest wireless provider and the country's only provider operating on the
GSM/GPRS world standard technology platform; and in radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc. For further information about the Rogers group of companies, please
visit www.rogers.com.

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/EDGE network, the world standard for wireless communications
technology. Following its November 2004 acquisition of Microcell
Telecommunications, Rogers Wireless has 5.5 million wireless customers and
offices in Canadian cities across the country. Rogers Wireless is
approximately 89% owned by Rogers Communications Inc.

%SEDAR: 00003765EF

For further information: (Investment Community): Bruce M. Mann,

(416) 935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; (Media): Jan L. 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>
-----END PRIVACY-ENHANCED MESSAGE-----
