-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950157-04-000939.txt : 20041124
<SEC-HEADER>0000950157-04-000939.hdr.sgml : 20041124
<ACCEPTANCE-DATETIME>20041124161311
ACCESSION NUMBER:		0000950157-04-000939
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20041124
DATE AS OF CHANGE:		20041124

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:		041167465

	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>sc13d-a.txt
<DESCRIPTION>AMENDMENT NO. 4
<TEXT>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 4)*

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

                      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 Wireless Communications Inc.
                            One Mount Pleasant Road
                                  16th Floor
                           Toronto, Ontario M4Y 2Y5
                                    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

                               November 24, 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. [ ]

          Note: Schedules filed in paper format shall include iia
          signed original and five copies of the schedule, including
          all exhibits. See ss.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


<PAGE>


                                                                             2


          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


ITEM 4.  PURPOSE OF TRANSACTION

         This amendment amends the Statement on Schedule 13D filed by Rogers
Communications Inc. on November 22, 2004.

         On November 22, 2004, the Independent Committee received the final
valuation report of BMO Nesbitt Burns Inc. ("BMO Nesbitt Burns") with respect
to the fair market value of the Rogers Wireless shares. BMO Nesbitt Burns
determined, subject to the assumptions and qualifications set forth in its
valuation, that the fair market value of the RWCI shares determined pursuant
to its formal valuation is in the range of C$46 to $54 per share.

         The press release relating to the valuation and the board's
recommendation is filed herewith as Exhibit 99.1.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

1.       Press release issued by Rogers Wireless Communications Inc. and Rogers
         Communications Inc. on November 22, 2004.


<PAGE>


                                                                             4


                                  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: November 24, 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


                                       By: /s/ Edward S. Rogers
                                           -------------------------






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


<PAGE>


                                                                             5


                                 Exhibit Index

Exhibit Number      Description
- --------------      -----------
99.1                Press release issued by Rogers Wireless Communications Inc.
                    and Rogers Communications Inc. on November 22, 2004.

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


                                                                  EXHIBIT 99.1

Rogers Wireless Board Recommends Rogers Communications Offer and
Rogers Communications Board Gives Final Approval for Offer to Proceed

    TORONTO, Nov. 22 /PRNewswire-FirstCall/ - Rogers Wireless Communications
Inc. ("RWCI") and Rogers Communications Inc. ("RCI") jointly announced today
that RWCI's independent committee of directors (the "Independent Committee")
has completed its review of the proposed offer by Rogers Communications Inc.
("RCI") for all of the outstanding RWCI Class B Restricted Voting shares
("RWCI shares") owned by the public (the "Offer"). The Independent Committee
received the final valuation report of BMO Nesbitt Burns Inc. ("BMO Nesbitt
Burns") with respect to the fair market value of the RWCI shares. BMO Nesbitt
Burns has determined pursuant to its formal valuation, subject to the
assumptions and qualifications set forth in that valuation, that the "en bloc"
fair market value of the RWCI shares is in the range of $46 to $54 per share.
This valuation range is the same as the preliminary valuation range publicly
disclosed on November 11, 2004. BMO Nesbitt Burns has also delivered its
fairness opinion to the Independent Committee that the consideration proposed
to be offered by RCI pursuant to the Offer is fair, from a financial point of
view, to the shareholders of RWCI other than RCI and its affiliates (the
"minority shareholders").

         The Offer by RCI is being made for all of the outstanding RWCI shares
owned by minority shareholders for a consideration of 1.75 RCI Class B Non-
Voting shares ("RCI Non-Voting shares") for each RWCI share. RCI currently
owns 100% of the RWCI Multiple Voting shares and approximately 81% of the RWCI
shares, representing an approximate 89% equity interest and an approximate 98%
voting interest in RWCI.

         After considering all of the relevant factors, which included the
valuation and fairness opinion of BMO Nesbitt Burns, the Independent Committee
concluded at a meeting today that the price and terms of the proposed Offer
are fair and reasonable to minority shareholders of RWCI. The Independent
Committee recommended that the Board of Directors of RWCI recommend that
holders of RWCI shares tender such shares to the proposed Offer.

         The Board of Directors of RWCI met following the meeting of the
Independent Committee to receive the report and recommendation of the
Independent Committee. At that meeting, BMO Nesbitt Burns reviewed its
valuation and fairness opinion with the Board. Based on that report and
presentation, the Board of Directors of RWCI concluded that the terms of the
Offer are fair and reasonable to minority shareholders and recommended that
minority shareholders tender their RWCI shares to the Offer. The RWCI Board
also approved the form of the Directors' Circular that will be mailed to
shareholders together with the RCI Offer. The Directors' Circular will contain
the BMO Nesbitt Burns valuation and fairness opinion and more detailed
information with respect to the recommendation made by the Board of Directors
including the factors considered by the Board in making its recommendation.
The foregoing resolutions were unanimously approved by the directors of RWCI
with the directors who are also directors or officers of RCI or their
respective associates disclosing their interest in that capacity in the Offer
and not voting on the resolutions.

    Subsequent to the meetings referred to above, the Executive Committee of
the Board of Directors of RCI met and received a report from the RWCI Board
with respect to the approvals and recommendations given by the RWCI Board.
Based on that report, the RCI Executive Committee gave final approval to the
terms of the Offer and approved the mailing of the Offer and take-over bid
circular to shareholders.

    RCI intends to take-up and pay for any and all of the RWCI 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.

    Completion of the Offer is subject to customary conditions including the
absence of any material adverse change in respect of RWCI and the absence of
material disruption in financial markets. Further details of the Offer and the
BMO Nesbitt Burns valuation and fairness opinion will be contained in the take-
over bid circular to be mailed by RCI to RWCI shareholders in connection with


<PAGE>


the Offer. It is anticipated that the RCI Offer and the RWCI Directors'
Circular will be mailed to RWCI shareholders, and that required regulatory
filings in Canada and the U.S. will be made, this week.

    The 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 shares to read
the Registration Statement on Form F-10 related to the 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 be 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 Offer, RCI and RWCI 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 and RWCI 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 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.

    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.

SOURCE  Rogers Communications Inc.
    -0-              11/22/2004
    /CONTACT: (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; 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./
    (RCI.MV.A. RCI.NV.B. RG RCM.RV.B. RCN)


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