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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 Wireless Communications Inc. 
 Not Applicable 
  Canada 
  4812 
  Not Applicable 
  One Mount Pleasant Road
Toronto, Ontario M4Y 2Y5 (416) 935-1100 
 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: 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 51,430,178
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-
    
    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




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|                                      |  |  |  |  |  |  |  | 
|------------------------------------- |  |  |  |  |  |  |  | 
|DISCLOSURE CONTROLS AND PROCEDURES   
|UNDERTAKING                          
|SIGNATURES                           
|EXHIBIT INDEX                        
|EX-23.1 INDEPENDENT AUDITORS' CONSENT
|EX-31.1 CERTIFICATION                
|EX-31.2 CERTIFICATION                
|EX-32.1 CERTIFICATION                
|EX-99.1 ANNUAL INFORMATION FORM      



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DISCLOSURE CONTROLS AND PROCEDURES As of the end of the period covered by this report (the Evaluation Date),
Rogers Wireless 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 Wireless 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 the Chairman of the Audit
Committee, Pierre Morrissette. 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 section at www.rogers.com.
A copy of the code of ethics will be provided upon request to Investor
Relations, One Mount Pleasant Road, 16th Floor, Toronto, Ontario, M4Y 2Y5. 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
    
    
    520,500
    
    
    
    423,000Audit-related fees (1)
    
    
    38,956
    
    
    
    10,500Tax fees (2)
    
    
    73,680
    
    
    
    46,810All other fees (3)
    
    
    30,000
    
    
    
    64,300Total
    
    
    663,136
    
    
    
    544,610
  (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.




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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 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 listing of pre-approved services referred to above if
the estimated fees do not exceed (i) $100,000 per engagement or (ii)
$200,000 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 23 and 24 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. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS The information provided under the heading Commitments and Contractual
Obligations  Contractual Obligations set forth on pages 30 and 31 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.




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UNDERTAKING 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/A; the securities in relation to which the obligation to file an
annual report on Form 40-F/A 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 DalyJohn R. Gossling
    
    M. Lorraine DalySenior Vice President and
    
    Vice President, TreasurerChief Financial OfficerDate
    
    November 23, 2004




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EXHIBIT INDEX 
 EXHIBIT INDEX EXHIBITNUMBER
    
    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 Commission on
November 24, 2004 as Exhibit 99.1 to
Form 6-K/A and incorporated by reference herein)