##### 



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 40-F
 (Check one)
 o
    
    Registration Statement pursuant to Section 12 or the Securities Exchange Act of 1934.
 þ
    
    Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
 For the fiscal year ended December 31, 2006
 Commission file number 001-10805
 Rogers Communications Inc.
 
  Not Applicable
 
  British Columbia
 
  4812, 4813, 4822, 4832, 4833, 4841
 
  Not Applicable
 
  333 Bloor Street East, 10th Floor 
Toronto, Ontario M4W 1G9
    
    (416) 935-7777(Address and Telephone Number of Registrants Principal Executive Offices)
 CT Corporation System 
111 Eighth Avenue, 13th Floor 
New York, New York 10011
    
    (212) 894-8400(Name, Address and Telephone Number of Agent For Service in the United States)
  Class B Non-Voting
    
    New York Stock Exchange
 Not Applicable
    
    Not Applicable
  Not Applicable
 
   Class B Non-Voting Shares
 
  þ Annual Information Form
    
    o Audited Annual Financial Statements
 
 112,467,648 Class A Voting shares; 523,231,804 Class B Non-Voting shares.
 Securities Exchange Act of 1934
 o  þ
  þ o




---



##### 



DISCLOSURE CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 Managements Report on Internal Control Over Financial
Reporting
 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
 Changes in Internal Control Over Financial Reporting and
Disclosure Controls and Procedures
 ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
 Report of Independent Registered Public Accounting Firm
 AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF CONDUCT AND ETHICS
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Auditors Fees
 Year ended December 31,2006
    
    
    2005Audit Fees(1)
    
    $
    8,829,138
    
    
    $
    4,702,838Audit-related fees(2)
    
    
    1,070,834
    
    
    
    442,400Tax Fees(3)
    
    
    703,719
    
    
    
    721,608All other fees(4)
    
    
    0
    
    
    
    40,000Total
    
    $
    10,603,691
    
    
    $
    5,906,846
 
 NOTES: 2




---



##### 



(1)
    
    Consist of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory authorities, quarterly
reviews of interim financial statements and accounting consultations related to audited
financial statements.(2)
    
    Consist mainly of regulatory audits and reviews, advice relating to compliance with Canadian
and U.S. rules on internal controls and other specified procedures audits.(3)
    
    Consist of fees for tax consultation and compliance services.(4)
    
    Consist mainly of fees for audits of the conversion of IT-related systems.   1.
    
    Annually the Company will provide the Audit Committee with a list of the audit-related
and non-audit services that may be provided by the auditor during the year to the Company.
The Audit Committee will review the services with the auditor and management, considering
whether the provision of the service is compatible with maintaining the auditors
independence.2.
    
    Management may engage the auditor for specific engagements that are included in the list
of pre-approved services referred to above if the estimated fees do not exceed (i) $100,000
per engagement or (ii) $500,000 per quarter in aggregate amount on a consolidated basis for
the Company.3.
    
    The Audit Committee delegates authority to the Chairman of the Audit Committee to approve
requests for services not included in the pre-approved list of services or for services not
previously pre-approved by the Audit Committee. Any services approved by the Chairman will
be reported to the full Audit Committee at the next meeting.4.
    
    A review of all audit and non-audit services and fees rendered to the Company and its
subsidiaries by KPMG LLP will be reviewed each quarter by the Audit Committee.
 OFF-BALANCE SHEET ARRANGEMENTS
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
  IDENTIFICATION OF AUDIT COMMITTEE
  3




---



##### 



UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
   SIGNATURES
  Registrant Rogers Communications Inc.By
    
    /s/ Edward S. Rogers
    
    /s/ William W. LintonEdward S. Rogers
    
    William W. LintonPresident and Chief Executive Officer
    
    Senior Vice President, Finance and Chief Financial Officer
  4




---



##### 



EXHIBIT INDEX
 Exhibit Number
    
    Description23.1
    
    Independent Auditors Consent31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002#32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    Annual Information Form99.2
    
    Managements Discussion and Analysis for the fiscal year ended December 31, 2006, including
annual audited consolidated financial statements filed with the Securities and Exchange
Commission (SEC) under cover of a Form 6-K dated March 30, 2007.99.3
    
    Notice of Articles of Rogers Communications Inc. issued December 15, 2006 to (i) remove the par
value on the Class B Shares; and (ii) to increase the authorized capital of the Class A Shares,
in order to permit the subdivision of the Class A Voting Shares and Class B Non-Voting Shares on
a two-for-one basis.
  5