##### Table of Contents



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.   
|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, 2002
|                          |  |                  
|Commission file number    |  |                  
|                          |  |                  

Rogers Wireless Communications Inc.

---

(Exact Name of Registrant as Specified in Its Charter)


Not Applicable

---

(Translation of Registrants Name Into English (if Applicable))


Canada

---

(Province or Other Jurisdiction of Incorporation or Organization)


4812

---

(Primary Standard Industrial Classification Code Number (if Applicable))


Not Applicable

---

(I.R.S. Employer Identification Number (if Applicable))


One Mount Pleasant Road
Toronto, Ontario M4Y 2Y5 (416) 935-1100

---

(Address and Telephone Number of Registrants Principal Executive Offices)


CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011

---

(Name, Address and Telephone Number of Agent For Service in the United States)


Securities registered or to be registered pursuant to Section 12(b) of the Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|                    |  |                                          
|Not Applicable      |  | Not Applicable                           

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

---

(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

Class B Restricted 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:

90,468,259 Class A Multiple Voting shares and 51,271,683 Class B Restricted 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-  o |  | 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





---

TABLE OF CONTENTS



|                                               |  |  |  |  |  |  |  | 
|---------------------------------------------- |  |  |  |  |  |  |  | 
|UNDERTAKING AND CONSENT TO SERVICE OF PROCESS 
|SIGNATURES                                    
|EXHIBIT INDEX                                 
|EX-99.1: ANNUAL INFORMATION FORM              
|EX-99.2: DISCLOSURE CONTROLS AND PROCEDURES   
|EX-99.3: SECTION 302 CERTIFICATION            
|EX-99.4: CERTIFICATION PURSUANT TO SECTION 906
|EX-99.5: INDEPENDENT AUDITORS CONSENT         



---



##### Table of Contents






UNDERTAKING AND CONSENT TO
SERVICE OF PROCESS

Rogers Wireless 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; 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 Wireless Communications Inc.                               
|           |  |                                                                    |  |                                           
|By         |  | /s/ John R. Gossling                                               |  | /s/ M. Lorraine
Daly                      
|           |  |                                                                    |  |                                           
|           |  | John R. Gossling
Senior Vice President and
Chief Financial Officer |  | M. Lorraine Daly
Vice President, Treasurer
|           |  |                                                                    |  |                                           
|Date       |  | May 14,
2003                                                      

Instructions.

A.     The name and title of the officer who signs the registration
statement or annual report shall be typed or printed beneath such persons
signature. Any such person who occupies more than one position shall indicate
each capacity in which the registration statement is signed.

B.     By signing this form, the registrant consents without power of
revocation that any administrative subpoena may be served, or any
administrative proceeding, civil suit or civil action where the cause of action
arises out of, or relates to or concerns, any purchases or sales of any
security registered pursuant to Form 40-F on the securities in relation to
which the obligation to file an annual report on Form 40-F arises, or
transactions in said securities, may be commenced against it in any
administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any State or of the United States or of the District of
Columbia or Puerto Rico by service of said subpoena or process upon the
registrants designated agent.





---



##### Table of Contents






EXHIBIT INDEX

|             |  |   |  |                                                                        
|------------ |  | - |  | -----------------------------------------------------------------------
|Exhibit      |  |   |  |                                                                        
|Number       |  |   |  | Description                                                            
|             |  |   |  |                                                                        
|Exhibit 99.1 |  | - |  | Annual Information Form                                                
|Exhibit 99.2 |  | - |  | Disclosure Controls and Procedures                                     
|Exhibit 99.3 |  | - |  | Section 302 Certification                                              
|Exhibit 99.4 |  | - |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|Exhibit 99.5 |  | - |  | Independent Auditors Consent