##### 



SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549
 FORM 40-F/A
 (Check one)o
    
    Registration Statement pursuant to Section 12 or the Securities Exchange Act of 1934.x
    
    Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.For the fiscal year ended
    
    December 31, 2003Commission file number
 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 
   CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011     (212) 894-8400 
  Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Each Exchange on Which RegisteredNot Applicable
    
    Not Applicable
 Securities registered or to be registered pursuant to Section 12(g) of the Act: Not Applicable 
  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Convertible Debentures due 2005; 10.50% Senior Notes due 2006; Class B Non-Voting Shares
 
 For annual reports, indicate by check mark the information filed with this form: x Annual Information Form
    
    o Audited Annual Financial Statements
 Indicate the number of outstanding shares of each of the issuers classes of capital
or common stock as of the close of the period covered by the annual report: 60,000 Series XXVII Preferred shares; 818,300 Series XXX Preferred shares;
300,000 Series XXXI Preferred shares; 104,488 Series E Convertible Preferred
shares; 56,235,394 Class A Voting shares; 177,241,646 Class B Non-Voting
shares. Indicate by check mark whether the registrant by filing 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
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the registrant in connection with such rule. Yes o
        82-_______        No x Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceeding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days. Yes x        No o




---



##### 



DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this report (the Evaluation Date),
Rogers Communications Inc. (the Company) conducted an evaluation (under the
supervision and with the participation of the Companys management, including
the chief executive officer and chief financial officer), pursuant to Rule
13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act), of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Based on this evaluation, the
Companys chief executive officer and chief financial officer concluded that as
of the Evaluation Date such disclosure controls and procedures were reasonably
designed to ensure that information required to be disclosed by the Company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission. Since the last evaluation by the Companys management of the Companys internal
controls, there have not been any significant changes in the internal controls
or in other factors that could significantly affect the internal controls. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors of Rogers Communications Inc. has determined that the
Company has at least one audit committee financial expert, (as defined in the
general instruction 8(b) of Form 40-F), serving on its Audit Committee. The
audit committee financial expert is J. Christopher C. Wansbrough. CODE OF ETHICS The Company has adopted a code of ethics that applies to all directors and
officers. The code of ethics has been posted on the Rogers website under the
Corporate Governance  Rogers Communications Inc. section at www.rogers.com. A copy of the code of ethics
will be provided upon request to Investor Relations, 333 Bloor Street East,
10th Floor, Toronto, Ontario, M4W 1G9. 2




---



##### 



PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents fees for professional services rendered by KPMG
LLP to the Company for the audit of the Companys annual financial statements
for 2003 and 2002, and fees billed for other services rendered by KPMG LLP,
during the period from January 1, 2002 to December 31, 2003. 2003
    
    2002($)
    
    ($)Audit fees
    
    
    2,387,383
    
    
    
    2,286,424Audit-related fees (1)
    
    
    386,006
    
    
    
    360,500Tax fees (2)
    
    
    913,824
    
    
    
    1,126,212All other fees (3)
    
    
    96,039
    
    
    
    367,958Total
    
    
    3,783,252
    
    
    
    4,141,094
  (1)
    
    Audit-related fees consist principally of regulatory audits and other
specified procedures audits.(2)
    
    Tax fees consist of fees for tax consultation and compliance services.(3)
    
    All other fees consist principally of fees for services related to French
translation. The Companys policy regarding pre-approval of all audit, audit-related and
non-audit services is based upon compliance with the Sarbanes-Oxley Act of
2002, and subsequent implementing rules promulgated by the SEC. The following is the pre-approval process:  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 The Company does not have any off-balance sheet arrangements other than the
cross-currency interest rate exchange agreements described under the heading
Liquidity and Capital Resources  Interest Rate and Foreign Exchange
Management on pages 52 and 53 of the Managements Discussion and Analysis
submitted to the Securities and Exchange Commission on
November 24, 2004 as Exhibit
99.1 to the Companys Form 6-K/A and incorporated by reference herein. 3




---



##### 



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The information provided under the heading Commitments and Contractual
Obligations  Contractual Obligations set forth on pages 60 and 61 of the
Managements Discussion and Analysis submitted to the Securities and Exchange
Commission on November 24, 2004 as Exhibit 99.1 to the Companys Form 6-K/A is
incorporated by reference herein. 4




---



##### 



UNDERTAKING Rogers Communications Inc. undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the securities registered pursuant to Form
40-F/A; the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities. SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized. Registrant
    
    Rogers Communications Inc.By
    
    /s/ Alan D. Horn
    
    /s/ M. Lorraine DalyAlan D. Horn
Vice President, Finance
and Chief Financial Officer
    
    M. Lorraine Daly
Vice President, TreasurerDate
    
    November 23, 2004
 5




---



##### 



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, 2003,
including annual audited consolidated financial statements (submitted to the Securities
and Exchange Commissions on November 24, 2004 as Exhibit 99.1 to Form 6-K/A and
incorporated by reference herein)
 6