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<SEC-DOCUMENT>0000950157-05-000032.txt : 20050107
<SEC-HEADER>0000950157-05-000032.hdr.sgml : 20050107
<ACCEPTANCE-DATETIME>20050107155410
ACCESSION NUMBER:		0000950157-05-000032
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050131
FILED AS OF DATE:		20050107
DATE AS OF CHANGE:		20050107

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:		05518344

	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 JANUARY, 2005
                            ------------------------

                           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/ Graeme H. McPhail
   -------------------------------

    Graeme H. McPhail
    Vice-President
    Associate General Counsel

Date:  January 7, 2005



<PAGE>

                                  EXHIBIT INDEX

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

99.1                Material change report dated January 4, 2005,  filed on Form
                    51-102F3 by Rogers Communications Inc. on January 4, 2005

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



                                                                    EXHIBIT 99.1

                                  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 31, 2004

ITEM 3    NEWS RELEASE

          A news release was issued through Canada NewsWire on December 31, 2004
          and is attached hereto as Schedule "A".

ITEM 4    SUMMARY OF MATERIAL CHANGE

          RCI  announced  today  that it and its  wholly-owned  subsidiary  RWCI
          Acquisition  Inc.  (together with RCI, the  "Offerors")  have acquired
          93.5% of the Rogers  Wireless  Communications  Inc.  ("RWCI")  Class B
          Restricted Voting shares ("RWCI Restricted Voting shares") held by the
          public under the exchange  offer which expired at midnight on December
          30, 2004. The results are sufficient to enable the Offerors to proceed
          immediately to take RWCI private.

ITEM 5    FULL DESCRIPTION OF MATERIAL CHANGE

          The Offerors have acquired 93.5% of the RWCI Restricted  Voting shares
          held by the public under the exchange  offer which expired at midnight
          on  December  30,  2004.  The  results  are  sufficient  to enable the
          Offerors to proceed immediately to take RWCI private.

          The  Offerors'  exchange  offer to purchase any or all of the publicly
          owned RWCI Restricted Voting shares, with the consideration being 1.75
          RCI Class B Non-Voting  shares for each RWCI  Restricted  Voting share
          held,  was  announced  on  November  11,  2004 and was  mailed to RWCI
          shareholders,  along with RWCI's Directors' Circular,  on November 25,
          2004.

          Prior to the expiry time last night, 14,991,077 RWCI Restricted Voting
          shares were validly tendered in the offer and not properly  withdrawn.
          This represents approximately 93.5% of the total number of outstanding
          RWCI Restricted Voting shares not owned by the Offerors.  The Offerors
          have taken up and  accepted  for  payment  all of the RWCI  Restricted
          Voting shares validly tendered to the offer and not withdrawn prior to
          the  expiry  time,  and as a result,  RCI and its  affiliates  now own
          79,902,893 RWCI Restricted Voting shares,  representing  approximately
          98.7% of the RWCI Restricted Voting shares outstanding, and 62,820,371
          RWCI Class A Multiple  Voting  shares,  representing  100% of the RWCI
          Class A Multiple Voting shares outstanding.


<PAGE>


                                      -2-

          Accordingly,  the Offerors have acquired  sufficient  RWCI  Restricted
          Voting  shares  under the  exchange  offer in order to permit  them to
          carry  out a  compulsory  acquisition  of all of  the  remaining  RWCI
          Restricted  Voting shares owned by the public by means of a compulsory
          acquisition under Section 206 of the Canada Business Corporations Act.
          The Offerors intend to immediately  take steps to exercise that right.
          RCI and RWCI also expect that the Toronto Stock  Exchange and New York
          Stock Exchange will initiate  delisting of the RWCI Restricted  Voting
          shares shortly.  Shareholders who did not tender their RWCI Restricted
          Voting shares to the offer will be offered the same  consideration per
          share in the  subsequent  compulsory  acquisition  as they  would have
          received  had they  tendered  their  shares to the offer  prior to the
          expiry time.

          The Offerors are joint  actors in  connection  with the offer and they
          together  have  ownership  and control of the RWCI  Restricted  Voting
          shares.

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

          January 4, 2005

<PAGE>


                                   SCHEDULE A


<PAGE>


News release via Canada NewsWire, Toronto 416-863-9350


     Attention Business Editors:
     Rogers  Communications  Successful  in Exchange  Offer for Rogers  Wireless
     Shares


     93.5% of Publicly  Held Rogers  Wireless  Shares  Tendered to the  Exchange
     Offer;

     Rogers  Communications  to  Proceed  Immediately  to Take  Rogers  Wireless
     Private

     TORONTO, Dec. 31 /CNW/ - Rogers Communications Inc. ("RCI") announced today
that it and its  wholly-owned  subsidiary RWCI Acquisition Inc. (the "Offerors")
have acquired 93.5% of the Rogers Wireless  Communications Inc. ("RWCI") Class B
Restricted  Voting shares ("RWCI  Restricted  Voting shares") held by the public
under the exchange offer which expired last night. The results are sufficient to
enable the Offerors to proceed immediately to take Rogers Wireless private.
     RCI's  exchange  offer to purchase  any or all of the  publicly  owned RWCI
Restricted  Voting  shares,  with  the  consideration  being  1.75  RCI  Class B
Non-Voting  shares for each RWCI Restricted  Voting share held, was announced on
November  11,  2004 and was  mailed  to RWCI  shareholders,  along  with  RWCI's
Directors' Circular, on November 25, 2004.
     Prior to the expiry  time last night,  14,991,077  RWCI  Restricted  Voting
shares were  validly  tendered  in the offer and not  properly  withdrawn.  This
represents   approximately  93.5%  of  the  total  number  of  outstanding  RWCI
Restricted  Voting shares not owned by the Offerors.  The Offerors have taken up
and  accepted  for  payment all of the RWCI  Restricted  Voting  shares  validly
tendered  to the offer and not  withdrawn  prior to the  expiry  time,  and as a
result, RCI and its affiliates now own 79,902,893 RWCI Restricted Voting shares,
representing   approximately   98.7%  of  the  RWCI  Restricted   Voting  shares
outstanding,  and 62,820,371 RWCI Class A Multiple  Voting shares,  representing
100% of the RWCI Class A Multiple Voting shares outstanding.
     Accordingly,  the Offerors have acquired  sufficient RWCI Restricted Voting
shares  under  the  exchange  offer  in  order to  permit  them to  carry  out a
compulsory  acquisition  of all of the remaining RWCI  Restricted  Voting shares
owned by the public by means of a compulsory  acquisition  under  Section 206 of
the Canada Business  Corporations  Act. RCI intends to immediately take steps to
exercise that right.  RCI and RWCI also expect that the Toronto  Stock  Exchange
and New York Stock  Exchange  will  initiate  delisting  of the RWCI  Restricted
Voting shares  shortly.  Shareholders  who did not tender their RWCI  Restricted
Voting shares to the offer will be offered the same  consideration  per share in
the  subsequent  compulsory  acquisition  as they would have  received  had they
tendered their shares to the offer prior to the expiry time.
     RCI and RWCI Acquisition Inc. are joint actors in connection with the offer
and they  together  have  ownership  and control of the RWCI  Restricted  Voting
shares referred to in this news release.
     The exchange offer is not being,  and will not be, made in any jurisdiction
where not  permitted by law. RCI and RWCI urge U.S.  holders of RWCI  Restricted
Voting  shares to read the  Registration  Statement  on Form F-10 related to the
exchange  offer, as well as other documents that have been or will be filed with
the SEC, as these documents 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.


<PAGE>



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

     Cautionary  Statement  Regarding  Forward  Looking  Information:  This news
release  includes  certain  forward  looking  statements  that involve risks and
uncertainties. We caution that actual future events will be affected by a number
of  factors,  many of which are  beyond  our  control,  and  therefore  may vary
substantially from what we currently foresee. We are under no obligation to (and
expressly  disclaim any such  obligation to) update or alter any forward looking
statements  whether as a result of new information,  future events or otherwise.
Important  additional   information   identifying  risks  and  uncertainties  is
contained in our most recent Annual Reports and Annual  Information  Forms filed
with the applicable Canadian securities regulatory authorities and the U.S. SEC.

     About the Companies:

     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 majority 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 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.
     %SEDAR: 00003765EF

     /For    further    information:    Bruce   M.   Mann,    (416)    935-3532,
bruce.mann(at)rci.rogers.com;     Eric    A.     Wright,     (416)     935-3550,
eric.wright(at)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./
(RCM.RV.B. RCN RCI.MV.A. RCI.NV.B. RG)

CO: Rogers Wireless Communications Inc.; Rogers Communications Inc.

CNW 08:50e  31-DEC-04




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