Material Change Report

FORM 51-102F3

Material Change Report

Item 1

Name and Address of Company

Rogers Communications Inc. (“Rogers”)

The principal office of Rogers is located at:

333 Bloor Street East

Toronto, Ontario

M4W 1G9

Item 2

Date of Material Change

October 11, 2005 and October 17, 2005

Item 3

News Release

News releases were issued through Canada NewsWire on October 11, 2005 and October 17, 2005.

Item 4

Summary of Material Change

On October 11, 2005, Rogers announced that it had given a notice of redemption to Microsoft R-Holdings, Inc. (“Microsoft”), a subsidiary of Microsoft Corporation, stating its intention to redeem its C$600 million 5 1/2% Convertible Preferred Securities due August 2009 (the “Preferred Securities”) in accordance with the terms of such securities. To Roger’s knowledge, Microsoft currently is the sole holder of the Preferred Securities (the “Holder”). Under the terms of the Preferred Securities, following receipt of the notice of redemption from Rogers, the Holder has 27 days in which to give notice of its intention to convert the Preferred Securities into an aggregate 17,142,857 Class B Non-Voting shares of Rogers (“Rogers Class B shares”), representing a conversion price of C$35.00 per Rogers Class B share.

On October 17, 2005, Rogers received a notice of conversion from Microsoft stating that it has elected to convert its Preferred Securities into Rogers Class B shares. Pursuant to the notice of conversion, Rogers intends to issue 17,142,857 Rogers Class B shares to Microsoft in the coming days, representing a conversion price of C$35.00 per Rogers Class B share.

Item 5

Full Description of Material Change

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

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

- 2 -

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

October 21, 2005

SCHEDULE A

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

Attention Business Editors:

Rogers Provides Notice of Redemption of Convertible Preferred Securities

to Microsoft

TORONTO, Oct. 11 /CNW/ - Rogers Communications Inc. ("Rogers" or the

"Company") today announced that it has given a notice of redemption to

Microsoft R-Holdings, Inc. ("Microsoft"), a subsidiary of Microsoft

Corporation, stating its intention to redeem its C$600 million 5 1/2%

Convertible Preferred Securities due August 2009 (the "Preferred Securities")

in accordance with the terms of such securities. To the Company's knowledge,

Microsoft currently is the sole holder of the Preferred Securities (the

"Holder").

Under the terms of the Preferred Securities, following today's receipt of

the notice of redemption from Rogers, the Holder has 27 days in which to give

notice of its intention to convert the Preferred Securities into an aggregate

17,142,857 Class B Non-Voting shares of Rogers ("Rogers Class B shares"),

representing a conversion price of C$35.00 per Rogers Class B share. Given

that conversion price, Rogers expects that the Holder will exercise its

conversion right. If the Holder does not give notice of conversion, Rogers

will redeem the Preferred Securities on or about November 10, 2005.

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 Quarterly

Reports and Annual Information Forms filed with the applicable Canadian

securities regulatory authorities and the U.S. Securities and Exchange

Commission.

About the Company:

Rogers Communications (TSX: RCI; NYSE: RG) is a diversified Canadian

communications and media company engaged in three primary lines of business.

Rogers Wireless is Canada's largest wireless voice and data communications

services provider and the country's only carrier operating on the world

standard GSM/GPRS technology platform; Rogers Cable is Canada's largest cable

television provider offering cable television, high-speed Internet access,

voice-over-cable telephony services and video retailing; and Rogers Media is

Canada's premier collection of category leading media assets with businesses

in radio, television broadcasting, television shopping, publishing and sports

entertainment. On July 1, 2005, Rogers completed the acquisition of Call-Net

Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national provider of

voice and data communications services. 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 searchable through CNW Photo Archive

website at http://photos.newswire.ca. Images are free to accredited members of

the media./

(RCI.MV.A. RCI.NV.B. RG)

CO: Rogers Communications Inc.

CNW 12:01e 12-OCT-05

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

Attention Business Editors:

Rogers Receives Notice of Conversion of Preferred Securities from

Microsoft

TORONTO, Oct. 17 /CNW/ - Rogers Communications Inc. ("Rogers" or the

"Company") today received a notice of conversion from Microsoft R-Holdings,

Inc. ("Microsoft"), a subsidiary of Microsoft Corporation, stating that it has

elected to convert its C$600 million 5 1/2% Convertible Preferred Securities

due August 2009 (the "Preferred Securities") into Class B Non-Voting shares of

Rogers ("Rogers Class B shares").

Conversion by Microsoft follows the October 11, 2005 notice of redemption

that was given by Rogers in accordance with the terms of the Preferred

Securities. Pursuant to the notice of conversion received today from

Microsoft, Rogers intends to issue 17,142,857 Rogers Class B shares to

Microsoft in the coming days, representing a conversion price of C$35.00 per

Rogers Class B share.