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<SEC-DOCUMENT>0000950157-04-000713.txt : 20041015
<SEC-HEADER>0000950157-04-000713.hdr.sgml : 20041015
<ACCEPTANCE-DATETIME>20041015143123
ACCESSION NUMBER:		0000950157-04-000713
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20041015
DATE AS OF CHANGE:		20041015

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROGERS WIRELESS COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0001135922
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO TELEPHONE COMMUNICATIONS [4812]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-61893
		FILM NUMBER:		041080784

	BUSINESS ADDRESS:	
		STREET 1:		ONE MOUNT PLEASANT ROAD
		STREET 2:		TORONTO
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			M4Y 2Y5
		BUSINESS PHONE:		4169357777

FILED BY:		

	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:		SC 13D/A

	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>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da.txt
<DESCRIPTION>SCHEDULE 13D AMENDMENT  NO. 1
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                 SCHEDULE 13D

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 1)*

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

                      ROGERS WIRELESS COMMUNICATIONS INC.

- --------------------------------------------------------------------------------
                               (Name of Issuer)

                       CLASS B RESTRICTED VOTING SHARES
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   775102205
- --------------------------------------------------------------------------------
                     (CUSIP Number of Class of Securities)

                             DAVID P. MILLER, ESQ.
                          ROGERS COMMUNICATIONS INC.
                            333 BLOOR STREET EAST
                                  10TH FLOOR
                           TORONTO, ONTARIO M4W 1G9
                                    CANADA
                                (416) 935-1100
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                   Copy to:
                             John T. Gaffney, Esq.
                          Cravath, Swaine & Moore LLP
                                Worldwide Plaza
                               825 Eighth Avenue
                            New York, NY 10019-7475
                                (212) 474-1000

                               OCTOBER 13, 2004
- --------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
         to report the acquisition that is the subject of this Schedule 13D,
         and is filing this schedule because of ss.ss.240.13d-1(e),
         240.13d-1(f) or 240.13d-1(g), check the following box. [  ]


<PAGE>

                                                                             2


         NOTE: Schedules filed in paper format shall include a signed original
         and five copies of the schedule, including all exhibits. See
         Section 240.13d-7 for other parties to whom copies are to be sent.


         *The remainder of this cover page shall be filled out for a reporting
         person's initial filing on this form with respect to the subject
         class of securities, and for any subsequent amendment containing
         information which would alter disclosures provided in a prior cover
         page.

         The information required on the remainder of this cover page shall
         not be deemed to be "filed" for the purpose of Section 18 of the
         Securities Exchange Act of 1934 ("Act") or otherwise subject to the
         liabilities of that section of the Act but shall be subject to all
         other provisions of the Act (however, see the Notes).

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


<PAGE>

                                                                             3


CUSIP No.775102205

- -------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS

     Rogers Communications Inc.

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Not applicable
- -------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]

- -------------------------------------------------------------------------------
3    SEC USE ONLY



- -------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     BK

- -------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- -------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     British Columbia, Canada

- -------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         127,732,187

   SHARES      ----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    None
  OWNED BY
               ----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER



<PAGE>


                                                                             4


  REPORTING         127,732,187

   PERSON      ----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    None

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

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   Rogers Communications Inc. ("RCI") acquired 62,820,371
          Class A Multiple Voting Shares of Rogers Wireless Communications
          Inc. ("RWCI") prior to the registration of the Class A Multiple
          Voting Shares under the Securities Exchange Act of 1934 (the
          "Exchange Act"). In addition, RCI acquired 16,317,644 RWCI Class B
          Restricted Voting Shares prior to the registration of the RWCI Class
          B Restricted Voting Shares under the Exchange Act.

               On September 13, 2004, RCI entered into an agreement (the
          "Purchase Agreement") with JVII General Partnership ("JVII"), a
          partnership controlled by AT&T Wireless Services, Inc., to purchase
          27,647,888 RWCI Class A Multiple Voting Shares owned by JVII, which
          are convertible on a share-for-share basis into RWCI Class B
          Restricted Voting Shares, and to purchase JVII's 20,946,284 RWCI
          Class B Restricted Voting Shares.

               On October 13, 2004, RCI assigned its rights under the
          Purchase Agreement to RWCI Acquisition Inc. ("RCI Subco"), a wholly
          owned subsidiary of RCI, and RCI Subco assumed RCI's obligations
          under the Purchase Agreement.

               On October 13, 2004, all 27,647,888 of JVII's RWCI Class A
          Multiple Voting Shares were converted into RWCI Class B
          Restricted Voting Shares. RCI Subco then purchased all 48,594,172
          RWCI Class B Restricted Voting Shares from JVII.

               After the closing of this purchase transaction and conversion
          of JVII's Class A Multiple Voting Shares, RCI beneficially owns
          62,820,371 RWCI Class A Multiple Voting Shares and 64,911,816 RWCI
          Class B Restricted Voting Shares (16,317,644 directly and 48,594,172
          through its ownership of RCI Subco). If all of RCI's RWCI Class A
          Multiple Voting Shares were converted into RWCI Class B Restricted
          Voting Shares, RCI would own 127,732,187 RWCI Class B Restricted
          Voting Shares.

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

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)                                                    [  ]

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     89.4%
     ---------------------------------------------------------------------------

14.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO, HC
     ---------------------------------------------------------------------------




<PAGE>

                                                                             5


CUSIP No.   775102205
- --------------------------------------------------------------------------------

1.   NAMES OF REPORTING PERSONS:

     RWCI Acquisition Inc.

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

     Not  applicable.
- --------------------------------------------------------------------------------

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

                                                                 (a)  [_]
                                                                 (b)  [_]

- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     WC

- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     British Columbia, Canada

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         48,594,172

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         48,594,172

   PERSON      -----------------------------------------------------------------


<PAGE>

                                                                             6


              10   SHARED DISPOSITIVE POWER

                    0

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


     11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               On September 13, 2004, RCI entered into the Purchase Agreement
          with JVII to purchase 27,647,888 RWCI Class A Multiple Voting Shares
          owned by JVII, which are convertible on a share-for-share basis into
          RWCI Class B Restricted Voting Shares, and to purchase JVII's
          20,946,284 RWCI Class B Restricted Voting Shares.

               On October 13, 2004, RCI assigned its rights under the Purchase
          Agreement to RCI Subco, and RCI Subco assumed RCI's obligations
          under the Purchase Agreement.

               On October 13, 2004, all 27,647,888 of JVII's RWCI Class A
          Multiple Voting Shares were converted into RWCI Class B
          Restricted Voting Shares.  RCI Subco then purchased all 48,594,172
          RWCI Class B Restricted Voting Shares from JVII.

               After the closing of this purchase transaction and conversion
          of the Class A Multiple Voting Shares, RCI Subco beneficially owns
          48,594,172 RWCI Class B Restricted Voting Shares.

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

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
     INSTRUCTIONS)                                                     [  ]


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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     33.9%
     ---------------------------------------------------------------------------

14.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO
     ---------------------------------------------------------------------------



<PAGE>


                                                                             7


CUSIP No.   775102205
- --------------------------------------------------------------------------------

1.   NAMES OF REPORTING PERSONS:

     Edward Samuel Rogers

     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

     Not  applicable.
- --------------------------------------------------------------------------------

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

                                                                 (a)  [_]
                                                                 (b)  [_]

- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS (See Instructions):

     Not applicable.

- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]


- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     Canada

- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF         127,732,187

   SHARES      -----------------------------------------------------------------
               8    SHARED VOTING POWER
BENEFICIALLY
                    0
  OWNED BY
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER


                                                                             8

<PAGE>


 REPORTING         127,732,187

   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0

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


11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


               RCI acquired 62,820,371 Class A Multiple Voting Shares of RWCI
          prior to the registration of the Class A Multiple Voting Shares
          under the Exchange Act. In addition, RCI acquired 16,317,644 RWCI
          Class B Restricted Voting Shares prior to the registration of the
          RWCI Class B Restricted Voting Shares under the Exchange Act.

               On September 13, 2004, RCI entered into the Purchase Agreement
          with JVII to purchase 27,647,888 RWCI Class A Multiple Voting Shares
          owned by JVII, which are convertible on a share-for-share basis into
          RWCI Class B Restricted Voting Shares, and to purchase JVII's
          20,946,284 RWCI Class B Restricted Voting Shares.

               On October 13, 2004, RCI assigned its rights under the Purchase
          Agreement to RCI Subco, a wholly owned subsidiary of RCI, and RCI
          Subco assumed RCI's obligations under the Purchase Agreement.

               On October 13, 2004, all 27,647,888 of JVII's RWCI Class A
          Multiple Voting Shares were converted into RWCI Class B Restricted
          Voting Shares. RCI Subco then purchased all 48,594,172 RWCI Class B
          Restriced Voting Shares from JVII.

               After the closing of this purchase transaction and conversion
          of JVII's Class A Multiple Voting Shares, RCI beneficially owns
          62,820,371 RWCI Class A Multiple Voting Shares and 64,911,816 RWCI
          Class B Restricted Voting Shares (16,317,644 directly and 48,594,172
          through its ownership of RCI Subco). If all of RCI's RWCI Class A
          Multiple Voting Shares were converted into RWCI Class B Restricted
          Voting Shares, RCI would own 127,732,187 RWCI Class B Restricted
          Voting Shares. Edward S. Rogers, through his beneficial ownership of
          RCI, beneficially owns the same shares.

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

12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)                                                 [  ]

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     89.4%
     ---------------------------------------------------------------------------

14.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN, HC

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

<PAGE>


                                                                             9


ITEM 2.  IDENTITY AND BACKGROUND

RCI, RCI SUBCO AND ROGERS:

A.   NAME:

     Rogers Communications Inc. ("RCI")
     RWCI Acquisition Inc. ("RCI Subco")
     Edward Samuel Rogers ("Rogers")

B.   BUSINESS ADDRESS:

     For RCI, RCI Subco and Rogers:
     333 Bloor Street East, 10th Floor
     Toronto, Ontario Canada M4W  1G9

C.   PRINCIPAL BUSINESS, OCCUPATION OR EMPLOYMENT:

     RCI:

          Rogers Communications Inc. is a diversified Canadian communications
     and media company, which is engaged in cable television, high-speed
     Internet access and video retailing through its subsidiary Rogers Cable
     Inc.; wireless voice and data communications services through its
     subsidiary Rogers Wireless Communications Inc.; and radio, television
     broadcasting, televised shopping and publishing businesses through its
     subsidiary Rogers Media Inc.

     RCI Subco:
          RCI Subco is a wholly owned subsidiary of RCI and directly owns
     48,594,172 RWCI Class B Restricted Voting Shares.

          Rogers: Edward S. Rogers is Director, President and Chief Executive
     Officer of Rogers Communications Inc., 333 Bloor Street East, 10th Floor,
     Toronto, Ontario M4W 1G9 Canada. Mr. Rogers is also President and Chief
     Executive Officer of RCI Subco.


D. None.

E. None.

F. CITIZENSHIP:

   RCI: British Columbia
   RCI Subco: British Columbia
   Rogers: Canada



<PAGE>


                                                                            10


OTHER DIRECTORS AND EXECUTIVE OFFICERS OF RCI AND RCI SUBCO:

     The following tables provide information concerning the name, business
address and principal occupation or employment of each present director and
executive officer of RCI and of RCI Subco. Unless indicated otherwise, each
person is a citizen of Canada.

     None of the persons listed below has been (1) convicted in a criminal
proceeding during the past five years (excluding traffic violations or similar
misdemeanors), or (2) a party to any judicial or administrative proceeding
during the past five years (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.


RCI DIRECTORS:


<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- --------------------------------------  -----------------------------------------------------------------------------
<S>                                     <C>

Ronald D. Besse.......................  Director of RCI.  President, BesseCo Holdings.
BesseCo Holdings Inc.
44 Victoria Street, Suite #601
Toronto, Ontario
M5C 1Y2

H. Garfield Emerson, Q.C. ............  Chairman of the Board of RCI. National Chair of Fasken Martineau DuMoulin
Fasken Martineau DuMoulin LLP           LLP, a national law firm. Mr. Emerson is also a director of Rogers
Toronto Dominion Bank Tower             Wireless Communications Inc., Rogers Cable Inc., Rogers Media Inc. and Rogers
P.O. Box 20, Suite 4200                 Telecommunications Limited.
66 Wellington Street
West Toronto-Dominion Centre
Toronto, Ontario
M5K 1N6

Peter C. Godsoe.......................  Director of RCI.  Mr. Godsoe is Chairman of Fairmont Hotels & Resorts and
Scotia Plaza                            Sobeys Inc.
40 King Street West, Suite 3005
Toronto, Ontario
M5H 1H1

Thomas I. Hull........................  Director of RCI.  Chairman and Chief Executive Officer of The Hull Group
The Hull Group                          of Companies (insurance).  Mr. Hull is also a director of Rogers Wireless
BCE Place                               Communications Inc., Rogers Media Inc. and Rogers Telecommunications Limited.
181 Bay Street, Suite 4200
Toronto, Ontario
M5J 2T3

Robert W. Korthals....................  Director of RCI.  Chairman of the Ontario Teachers Pension Plan Board.
P.O. Box 298, Suite 4545
Royal Trust Tower, TD Centre
77 King Street West
Toronto, Ontario
M5K 1K2

Philip B. Lind .......................  Vice-Chairman of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Alexander Mikalachki .................  Director of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

</TABLE>



<PAGE>


                                                                            11


<TABLE>
<CAPTION>

<S>                                     <C>
The Hon. David R. Peterson, P.C., Q.C.  Director of RCI.  Chairman of Cassels Brock & Blackwell LLP, a law firm.
Cassels Brock & Blackwell LLP           Mr. Peterson is also a director of a number of boards that include Rogers
Suite 2100, 40 King Street West         Wireless Inc. and Rogers Wireless Communications Inc.
Toronto, Ontario
M5H 3C2

Edward Rogers.........................  Director, President and Chief Executive Officer of RCI.
Rogers Cable Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Melinda Rogers........................  Director and Vice President, Strategic Planning and Venture Investments of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

William T. Schleyer ..................  Director of RCI. Chairman and Chief Executive Officer of Adelphia Communications
Adelphia Communications Corp.           Corp., a cable television and Internet access provider.  Mr. Schleyer is an
5619 DTC Parkway                        American citizen.
Greenwood Village, CO 80111

John A. Tory .........................  Director of RCI. President of Thomson Investments Limited.
Thomson Investments Limited
65 Queen Street West, 21st Floor
Toronto, Ontario
M5H 2M8

J. Christopher C. Wansbrough .........  Director of RCI. Chairman, Rogers Telecommunications Limited. Mr. Rogers is
Telecommunications Limited Rogers       also a director of Rogers Wireless Communications Inc. and Rogers Wireless Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Colin D. Watson.......................  Director of RCI.  President and Chief Executive Officer, Vector Aerospace
Vector Aerospace Corporation            (aeronautics). Mr. Watson is also a director of Rogers Cable Inc.
105 Bedford Road
Toronto, Ontario
M5R 2K4

W. David Wilson.......................  Director of RCI. Vice-Chairman, Bank of Nova Scotia and Chairman and Chief
Scotia Capital Inc.                     Executive Officer, Scotia Capital Inc.
7th Floor, Box 4085
40 King Street West
Scotia Plaza
Toronto, Ontario
M5W 2X6

Loretta A. Rogers.....................  Director of RCI.  Mrs. Rogers also serves as a director of Rogers Wireless
Rogers Communications Inc.              Communications Inc., Rogers Wireless Inc. and Rogers Telecommunications Limited.
333 Bloor Street East, 10th Floo
Toronto, Ontario
M4W 1G9

</TABLE>




<PAGE>


                                                                            12


RCI EXECUTIVE OFFICERS:


<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- --------------------------------------  -----------------------------------------------------------------------------
<S>                                     <C>

Philip B. Lind .......................  Vice-Chairman of RCI.
Rogers Communications Inc
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Alexander R. Brock....................  Vice President, Business Development of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

M. Lorraine Daly......................  Vice President and Treasurer of RCI. Ms. Daly is also Vice President and
Rogers Communications Inc.              Treasurer of Rogers Wireless Communications Inc. and RCI Subco and a director
333 Bloor Street East, 10th Floor       of RCI Subco.
Toronto, Ontario
M4W 1G9

Bruce D. Day..........................  Vice President, Corporate Development of RCI.  Mr. Day is also Director and
Rogers Communications Inc.              Vice President, Corporate Development of RCI Subco.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Kenneth G. Engelhart....................Vice President, Regulatory Law of RCI.  Mr. Engelhart is also Vice President,
Rogers Communications Inc.              Regulatory Law of Rogers Wireless Communications Inc. and Rogers Wireless Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Alan D. Horn, CA......................  Vice President, Finance and Chief Financial Officer of RCI. Mr. Horn is also
Rogers Communications Inc.              Vice President, Finance and Chief Financial Officer of RCI Subco.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Jan L. Innes..........................  Vice President, Communications of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Bruce M. Mann.........................  Vice President, Investor Relations of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Ronan D. McGrath......................  President, Rogers Shared Services and Chief Information Officer of RCI.
Rogers Communications Inc.
One Mount Pleasant Road
Toronto, Ontario
M4Y 2Y5

</TABLE>


<PAGE>


                                                                            13


<TABLE>
<CAPTION>

<S>                                     <C>
Graeme H. McPhail.....................  Vice President and Associate General Counsel of RCI.  Mr. McPhail is also
Rogers Communications Inc.              Vice President and Associate General Counsel of Rogers Wireless
333 Bloor Street East, 10th Floor       Communications Inc., Rogers Wireless Inc., and RCI Subco.
Toronto, Ontario
M4W 1G9

David P. Miller                         Vice President and General Counsel to RCI.  Mr. Miller is also Vice
Rogers Communications Inc.              President, General Counsel and Secretary of Rogers Wireless Inc.;
333 Bloor Street East, 10th Floor       Vice President and General Counsel of Rogers Wireless
Toronto, Ontario                        Communications Inc.; and Director and Vice President, General
M4W 1G9                                 Counsel and Secretary of RCI Subco.

Edward Rogers.........................  Director, President and Chief Executive Officer of RCI.
Rogers Cable Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Melinda Rogers........................  Director and Vice President, Strategic Planning and Venture
Rogers Communications Inc.              Investments of RCI.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Thomas A. Turner......................  Vice President, Convergence of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Anthony P. Viner......................  Senior Vice President, Media of RCI.  Mr. Viner also serves as
Rogers Communications Inc.              Director, President and Chief Executive Officer of Rogers Media Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

E. Jennifer Warren....................  Vice President and Assistant General Counsel of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

David J. Watt.........................  Vice President, Business Economics of RCI.
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

</TABLE>




<PAGE>


                                                                            14


RCI SUBCO DIRECTORS:


<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- --------------------------------------  -----------------------------------------------------------------------------
<S>                                     <C>

M. Lorraine Daly......................  Director, Vice President and Treasurer of RCI Subco. Ms. Daly is
Rogers Communications Inc.              also Vice President and Treasurer of RCI and Rogers Wireless Communications
333 Bloor Street East, 10th Floor       Inc.
Toronto, Ontario
M4W 1G9

Bruce D. Day..........................  Director and Vice President, Corporate Development of RCI Subco. Mr. Day is
Rogers Communications Inc.              also Vice President, Corporate Development of RCI.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

David P. Miller.......................  Director and Vice President, General Counsel and Secretary of RCI Subco.
Rogers Communications Inc.              Mr. Miller is also Vice President and General Counsel to RCI and Rogers
333 Bloor Street East, 10th Floor       Wireless Communications Inc. and Vice President, General Counsel and
Toronto, Ontario                        Secretary of Rogers Wireless Inc.
M4W 1G9

</TABLE>



RCI SUBCO EXECUTIVE OFFICERS:


<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- --------------------------------------  -----------------------------------------------------------------------------
<S>                                     <C>

M. Lorraine Daly......................  Director, Vice President and Treasurer of RCI Subco. Ms. Daly is also Vice
Rogers Communications Inc.              President and Treasurer of RCI and Rogers Wireless Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

Bruce D. Day..........................  Director and Vice President, Corporate Development of RCI Subco. Mr. Day is
Rogers Communications Inc.              also Vice President, Corporate Development of RCI.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

David P. Miller.........................Director and Vice President, General Counsel and Secretary of RCI Subco. Mr.
Rogers Communications Inc.              Miller is also Vice President and General Counsel to RCI and Rogers Wireless
333 Bloor Street East, 10th Floor       Communications Inc. and Vice President, General Counsel and Secretary of
Toronto, Ontario                        Rogers Wireless Inc.
M4W 1G9

Graeme H. McPhail.....................  Vice President and Associate General Counsel of RCI Subco.  Mr. McPhail is
Rogers Communications Inc.              also Vice President and Associate General Counsel of RCI, Rogers Wireless
333 Bloor Street East, 10th Floor       Communications Inc. and Rogers Wireless Inc.
Toronto, Ontario
M4W 1G9

Alan D. Horn, CA......................  Vice President, Finance and Chief Financial Officer of RCI Subco. Mr. Horn is
Rogers Communications Inc.              also Vice President, Finance and Chief Financial Officer of RCI.
333 Bloor Street East, 10th Floor
Toronto, Ontario
M4W 1G9

</TABLE>



<PAGE>


                                                                            15


ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

RCI AND RCI SUBCO:

     RCI acquired 62,820,371 RWCI Class A Multiple Voting Shares prior to the
registration of the Class A Multiple Voting Shares under the Exchange Act. In
addition, RCI acquired 16,317,644 RWCI Class B Restricted Voting Shares prior
to the registration of the RWCI Class B Restricted Voting Shares under the
Exchange Act.

     In the Purchase Transaction described in Item 5(c) hereto, RCI Subco paid
an aggregate purchase price of Cdn.$1,767,370,035.64 or approximately
US$1,412,427,104.32 (using the noon spot exchange rate as reported by the Bank
of Canada on October 8, 2004 (Cdn.$1.2513=US$1.00)) in cash for 27,647,888
RWCI Class A Multiple Voting Shares (which on closing were converted into RWCI
Class B Restricted Voting Shares) and 20,946,284 RWCI Class B Restricted
Voting Shares. RCI Subco funded this purchase using cash on hand from a
capital contribution by its sole shareholder, RCI. RCI funded its capital
contribution using a bridge financing facility of up to two years with a group
of Canadian financial institutions, which is incorporated by reference to
Exhibit 99.1 to RCI's report of foreign issuer on Form 6-K filed with the
Securities and Exchange Commission on October 13, 2004.

DIRECTORS AND EXECUTIVE OFFICERS OF RCI AND RCI SUBCO:

     Not applicable.



ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

RCI, RCI SUBCO AND ROGERS:

a.   After the closing of the Purchase Transaction described in Item 5(c)
     hereto and conversion of JVII's Class A Multiple Voting Shares, RCI
     beneficially owns 62,820,371 RWCI Class A Multiple Voting Shares and
     64,911,816 RWCI Class B Restricted Voting Shares (16,317,644 directly and
     48,594,172 through its ownership of RCI Subco). If all of RCI's RWCI
     Class A Multiple Voting Shares were converted into RWCI Class B
     Restricted Voting Shares, RCI would own 127,732,187 RWCI Class B
     Restricted Voting Shares, representing 89.4% of the outstanding RWCI
     Class B Restricted Voting Shares.

     Edward S. Rogers, through his beneficial ownership of RCI, beneficially
     owns the same shares.

     RCI Subco beneficially owns 48,594,172 RWCI Class B Restricted Voting
     Shares, representing 33.9% of the outstanding RWCI Class B Restricted
     Voting Shares.

b.   (i)  sole power to vote or direct the vote:
                RCI: 127,732,187
                RCI Subco: 48,594,172
                Rogers: 127,732,187

     (ii) shared power to vote or direct the vote:
                RCI: 0
                RCI Subco:  0
                Rogers:  0

     (iii) sole power to dispose or to direct the disposition of: RCI:
                127,732,187
                RCI Subco:  48,594,172
                Rogers:  127,732,187


<PAGE>


                                                                            16


     (iv) shared power to dispose or to direct the disposition of:
                RCI: 0
                RCI Subco:  0
                Rogers:  0

c.   On September 13, 2004, RCI entered into an agreement (the "Purchase
     Agreement") with JVII to purchase in Canada JVII's 27,647,888 RWCI Class
     A Multiple Voting Shares (which prior to closing were converted into RWCI
     Class B Restricted Voting Shares) and JVII's 20,946,284 RWCI Class B
     Restricted Voting Shares (the "Purchase Transaction"). On October 13,
     2004, RCI assigned its rights under the Purchase Agreement to RCI Subco.
     On October 13, 2004, RCI Subco closed the Purchase Transaction with JVII.
     The shares were acquired for a cash purchase price of Cdn.$36.37 per
     share, representing an aggregate purchase price of Cdn.$1,767,370,035.64
     or approximately US$1,412,427,104.32 (using the noon spot exchange rate
     as reported by the Bank of Canada on October 8, 2004
     (Cdn.$1.2513=US$1.00)).

d.   Not applicable.

e.   Not applicable.


OTHER DIRECTORS AND EXECUTIVE OFFICERS OF RCI AND RCI SUBCO:

     H. GARFIELD EMERSON directly owns 1,000 RWCI Class B Restricted Voting
     Shares, representing 0.0% of the total RWCI Class B Restricted Voting
     Shares. Mr. Emerson has sole voting and dispositive power over all 1,000
     of such shares.

     THOMAS I. HULL directly owns 1,000 RWCI Class B Restricted Voting Shares,
     representing 0.0% of the total RWCI Class B Restricted Voting Shares. Mr.
     Hull has sole voting and dispositive power over all 1,000 of such shares.

     THE HON. DAVID R. PETERSON, P.C., Q.C. directly owns 2,000 RWCI Class B
     Restricted Voting Shares, representing 0.0% of the total RWCI Class B
     Restricted Voting Shares. Mr. Peterson has sole voting and dispositive
     power over all 1,000 of such shares.

     EDWARD ROGERS directly owns 1,000 RWCI Class B Restricted Voting Shares,
     representing 0.0% of the total RWCI Class B Restricted Voting Shares. Mr.
     Rogers has sole voting and dispositive power over all 1,000 of such
     shares.

     MELINDA ROGERS directly owns 1,000 RWCI Class B Restricted Voting Shares,
     representing 0.0% of the total RWCI Class B Restricted Voting Shares. Ms.
     Rogers has sole voting and dispositive power over all 1,000 of such
     shares.

     LORETTA ROGERS directly owns 1,000 RWCI Class B Restricted Voting Shares,
     representing 0.0% of the total RWCI Class B Restricted Voting Shares.
     Mrs. Rogers has sole voting and dispositive power over all 1,000 of such
     shares.




<PAGE>


                                                                            17


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

1. Credit Agreement dated as of October 13, 2004 among Rogers Communications
Inc., the lenders named therein and The Bank of Nova Scotia as administrative
agent (incorporated by reference to Exhibit 99.1 to RCI's report of foreign
issuer on Form 6-K filed with the Securities and Exchange Commission on
October 15, 2004)

2. Assignment Agreement between Rogers Communications Inc. and RWCI Acquisition
Inc., dated as of October 13, 2004


<PAGE>


                                                                            18


                                  SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

Dated: October 15, 2004


                                        ROGERS COMMUNICATIONS INC.


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

                                        RWCI ACQUISITION INC.


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


                                        EDWARD SAMUEL ROGERS


                                           /s/ Edward S. Rogers
                                           -------------------------------------



<PAGE>


                                EXHIBIT INDEX


EXHIBIT NUMBER        DESCRIPTION
- ----------------     -----------------------------------------------------------

99.1                  Credit Agreement dated as of October 13, 2004 among
                      Rogers Communications Inc., the lenders named therein
                      and The Bank of Nova Scotia as administrative agent
                      (incorporated by reference to Exhibit 99.1 to RCI's
                      report of foreign issuer on Form 6-K filed with the
                      Securities and Exchange Commission on October 15, 2004)

99.2                  Assignment Agreement between Rogers Communications Inc.
                      and RWCI Acquisition Inc., dated as of October 13, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>2
<FILENAME>ex99-2.txt
<DESCRIPTION>ASSIGNMENT AGREEMENT
<TEXT>
                                                                  EXHIBIT 99.2



                             ASSIGNMENT AGREEMENT

          THIS ASSIGNMENT AGREEMENT is made as of the 13th day of October,
2004,

B E T W E E N:

                    ROGERS COMMUNICATIONS INC., a corporation amalgamated
                    under the laws of the Province of British Columbia

                    (the "ASSIGNOR")

                    - and -

                    RWCI ACQUISITION INC., a corporation incorporated under
                    the laws of the Province of British Columbia

                    (the "ASSIGNEE")


RECITALS:

A.   The Assignor entered into an agreement (the "PURCHASE AGREEMENT") made as
     of September 13, 2004 with JVII General Partnership ("JVII") pursuant to
     which the Assignor agreed to purchase 27,647,888 Class A Multiple Voting
     Shares and 20,946,284 Class B Restricted Voting Shares of Rogers Wireless
     Communications Inc.;

B.   The Assignor is entitled under the Purchase Agreement to assign its
     rights under the Purchase Agreement to the Assignee provided, among other
     conditions, the Assignor is not released from its obligations or
     liabilities under the Purchase Agreement;

C.   The Assignor wishes to assign to the Assignee the full benefit of the
     Purchase Agreement, and the Assignee wishes to assume responsibility for
     the performance of the obligations of the Assignor under the Purchase
     Agreement, all as set forth herein;

D.   The Assignor has subscribed for one (1) common share of the Assignee, the
     consideration for which shall be the entering into and delivery of this
     agreement;

          NOW THEREFORE in consideration of the mutual covenants contained
herein and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties hereto agree as follows:

<PAGE>


1.   ASSIGNMENT

     The Assignor hereby sells, transfers and assigns to the Assignee all the
Assignor's right, title and interest in and to the Purchase Agreement as and
from the date hereof.

2.   ASSUMPTION

     The Assignee agrees to assume, and shall observe and perform, all of the
Assignor's obligations under the Purchase Agreement which are to be observed
or performed thereunder as and from the date hereof. Notwithstanding the
foregoing, the Assignor shall deliver on the Closing Date (as defined in the
Purchase Agreement) the certificate and release to be provided by the Assignor
to JVII pursuant to sections 3.1.2(ii) and (iii) of the Purchase Agreement,
respectively.

3.   INDEMNITY BY THE ASSIGNOR

     The Assignor shall indemnify and save harmless the Assignee against and
from any and all losses, costs and damages (including legal fees and
disbursements) which the Assignee may suffer or incur in connection with any
non-observance by the Assignor of any of the provisions of this agreement.

4.   INDEMNITY BY THE ASSIGNEE

     The Assignee shall indemnify and save harmless the Assignor against and
from any and all losses, costs and damages (including legal fees and
disbursements) which the Assignor may suffer or incur in connection with any
non-observance by the Assignee of any of the provisions of this agreement.

5.   CO-OPERATION BY THE ASSIGNOR

     If, by operation of law or otherwise, it becomes necessary or desirable
for the Assignee, in order to effectively pursue any remedy to secure the
enjoyment of, or to enforce the benefit of, the Purchase Agreement, to pursue
such remedy in the name, or with the concurrence, of the Assignor, the
Assignor shall cooperate with the Assignee and shall facilitate the pursuit of
such remedy by joining in such proceeding or by giving its concurrence, as the
Assignee may require in the circumstances. If the Assignor fails to cooperate,
the Assignee may pursue such remedy in the name of the Assignor and for such
purpose the Assignor hereby appoints the Assignee and the Assignee's
successors and assigns, as the Assignor's attorneys, with full power of
substitution, in the name of the Assignor but on behalf of and for the benefit
and at the expense of the Assignee, its successors and assigns, to execute and
do any deeds, transfers, conveyances, assignments, assurances and things which
the Assignor ought to do pursuant to the provisions hereof. This appointment,
coupled with an interest, is irrevocable by the Assignor and

                                      2

<PAGE>



shall not be revoked by the insolvency or bankruptcy of the Assignor or by the
dissolution, liquidation or other termination of the existence of the Assignor
or for any other reason.

6.   FURTHER ASSURANCES

     Each of the parties hereto shall promptly do, make, execute or deliver,
or cause to be done, made, executed or delivered, all such further acts,
documents and things as the other party hereto may reasonably require from
time to time for the purpose of giving effect to this agreement and shall use
its best efforts and take all such steps as may be reasonably within its power
to implement to their full extent the provisions of this agreement.

7.   ELECTIONS

     The parties hereto will elect and file elections pursuant to subsection
85(1) of the Income Tax Act (Canada) and any equivalent provisions under
provincial law (collectively, the "TAX LEGISLATION") with respect to the
assignment and assumption hereunder, specifying such elected amounts as are
determined by the Assignor. Such elections shall be filed in the manner and
time required by the applicable Tax Legislation. The parties hereto shall do
all things necessary to ensure such elections are validly made.

8.   NOTICE

     Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by prepaid mail, by facsimile
or other means of electronic communication or by hand-delivery as hereinafter
provided. Any such notice or other communication, if mailed by prepaid mail at
any time other than during a general discontinuance of postal service due to
strike, lockout or otherwise, shall be deemed to have been received on the
fourth Business Day after the post-marked date thereof, or if sent by
facsimile or other means of electronic communication, shall be deemed to have
been received on the Business Day following the sending, or if delivered by
hand shall be deemed to have been received at the time it is delivered to the
applicable address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept deliveries
on behalf of the addressee. Notice of change of address shall also be governed
by this section. In the event of a general discontinuance of postal service
due to strike, lock-out or otherwise, notices or other communications shall be
delivered by hand or sent by facsimile or other means of electronic
communication and shall be deemed to have been received in accordance with the
foregoing. Notices and other communications shall be addressed as follows:

                                      3

<PAGE>



(a)  if to the Assignor:

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

     Attention:            David P. Miller
     Facsimile number:     416.935.3548


(b)  and if to the Assignee:

     RWCI Acquisition Inc.
     333 Bloor Street East
     10th Floor
     Toronto, Ontario
     M4W 1G9

     Attention:            Graeme H. McPhail
     Facsimile number:     416.935.2574


For the purposes hereof, "BUSINESS DAY" means any day, other than Saturday,
Sunday or any statutory holiday in Toronto.

9.   ENTIRE AGREEMENT

     This agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof, and supersedes and replaces
all prior agreements, understandings or arrangements relating to the subject
matter hereof. There are no representations, warranties, agreements or
understandings between the parties hereto in connection with the subject
matter hereof except as specifically set forth in this agreement.

10.  ASSIGNMENT

     Neither party hereto may assign its rights or benefits under this
agreement without the prior written consent of the other party.

11.  ENUREMENT

     This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.

                                      4

<PAGE>


12.  GOVERNING LAW

     This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.

     IN WITNESS WHEREOF the parties hereto have executed this agreement.


                                      ROGERS COMMUNICATIONS INC.


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


                                      By: /s/ M. Lorraine Daly
                                          -------------------------------------
                                          M. Lorraine Daly
                                          Vice President, Treasurer



                                      RWCI ACQUISITION INC.


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


                                      By: /s/ M. Lorraine Daly
                                          -------------------------------------
                                          M. Lorraine Daly
                                          Vice President, Treasurer



                                      5


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