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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, 2005
 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 FloorToronto, Ontario M4W 1G9
    
    (416) 935-7777
 
  CT Corporation System
111 Eighth Avenue, 13th FloorNew York, New York 10011
    
    (212) 894-8400
 
   Class B Non-Voting
    
    New York Stock ExchangeNot Applicable
    
    Not Applicable
  Not Applicable
 
   Convertible Debentures due 2005; 10.50% Senior Notes due 2006;
Class B Non-Voting Shares
 
  þ Annual Information Form
    
    o Audited Annual Financial Statements
 
 56,233,894 Class A Voting shares; 257,702,341 Class B Non-Voting shares.
 Securities Exchange Act of 1934
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DISCLOSURE CONTROLS AND PROCEDURES
   AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF CONDUCT AND ETHICS
  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Auditors Fees
 2005
    
    
    2004Audit Fees(1)
    
    $
    4,702,838
    
    
    $
    4,588,061Audit-related fees(2)
    
    
    442,400
    
    
    
    759,696Tax Fees(3)
    
    
    721,608
    
    
    
    1,166,735All other fees(4)
    
    
    40,000
    
    
    
    Total
    
    $
    5,906,846
    
    
    $
    6,514,492
  
 (1)
    
    Consist of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory authorities, 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 French translation. - 2 -




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1.
    
    Annually the Company will provide the Audit Committee with a list of the audit-related
and non-audit services that may be provided 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
  - 3 -




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UNDERTAKING
  SIGNATURES
  Registrant
    
    Rogers Communications Inc.By

    /s/ Edward S. Rogers.
    
    /s/ Alan D. HornEdward S. Rogers
    
    Alan D. HornPresident and Chief Executive Officer
    
    Vice President, Finance
and Chief Financial Officer
  - 4 -




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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 200232.1
    
    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, 2005,
including annual audited consolidated financial statements filed with the Securities
and Exchange Commission (SEC) under cover of a
Form 6-K dated March 9, 2006.99.3
    
    Rogers Communications Inc. Business
Acquisition Report dated September 13, 2005 incorporated by
reference to Exhibit 99.1 to the Companys Report of
Foreign Private Issuer on Form 6-K dated September 20, 2005
 - 5 -