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U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 40-F/AAMENDMENT NO. 1 Check Oneo
    
    Registration Statement Pursuant to Section 12 of theSecurities Exchange Act of 1934þ
    
    Annual Report Pursuant to Section 13(a) or 15(d) of theSecurities Exchange Act of 1934
  For the fiscal year ended August 31, 2004
    
    Commission File Number: 333-7582
 Shaw Communications Inc. 
 N/A 
 Alberta Canada 
 4841 
 N/A 
 Suite 900, 630  3rd Avenue S.W., Calgary, Alberta, Canada T2P 4L4 (403) 750-4500 
 CT Corporation System, 1633 Broadway, New York, NY 10019 (212) 664-1666 
 Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class
    
    Name of each exchange on which registeredClass B Non-Voting
Participating Shares
    
    New York Stock Exchange8.45% Canadian Originated Preferred
Securities (Series A COPrS)
    
    New York Stock Exchange8.5% Canadian Originated Preferred
Securities (COPrS)
    
    New York Stock Exchange
 Securities registered or to
be registered pursuant to Section 12(g) of the Act. None 
 Securities for which there
is a reporting obligation pursuant to Section 15(d) of the
Act. 8.54% Series B Capital Securities
8.25% Senior Notes due 2010
7.25% Senior Notes due 2011
7.20% Senior Notes due 2011
7.5% Senior Notes due 2013 
 For annual reports, indicate by check mark the information filed with this Form: þ     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. Class A Participating Shares -
    

11,359,932     issued and outstandingClass B Non-Voting Participating Shares -
    

220,109,372     issued and outstanding
 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 filing
number assigned to the Registrant in connection with such Rule Yes     o
    
    No     þ
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 of 15(d) of the Exchange Act during the preceding 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     þ
    
    No     o




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TABLE OF CONTENTS  EXPLANATORY NOTEDISCLOSURE CONTROLS AND PROCEDURESCHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTINGIDENTIFICATION OF THE AUDIT COMMITTEEAUDIT COMMITTEE FINANCIAL EXPERTPRINCIPAL ACCOUNTANT FEES AND SERVICESCODE OF ETHICSOFF-BALANCE SHEET ARRANGEMENTSTABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONSUNDERTAKING AND CONSENT TO SERVICE OF PROCESSSIGNATURESEXHIBITSAnnual Information Form for the fiscal year ended August 31, 2004Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002    Table of Contents  
 EXPLANATORY NOTE This Form 40-F/A amends the Form 40-F filed by the Registrant on December 20, 2004 to add the
Registrants Annual Information Form as an Exhibit.   
 DISCLOSURE CONTROLS AND PROCEDURES Shaw Communications Inc. (the Corporation) has designed disclosure controls and procedures to
ensure that material information relating to the Corporation, including its consolidated
subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer by others
within the Corporation, including its consolidated subsidiaries, on a regular basis, including
during the period in which the Corporations Annual Report on Form 40-F relating to financial
results for the fiscal year ended August 31, 2004 is being prepared. The Chief Executive Officer
and Chief Financial Officer have evaluated the effectiveness of the disclosure controls and
procedures as of a date within 90 days of the date of this report. Based on the evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded, as of that evaluation date,
that the Corporations disclosure controls and procedures were effective to ensure that the
material and information relating to the Corporation, including its consolidated subsidiaries, was
made known to them by others within those entities during the period in which this report was being
prepared.   
 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the fiscal year ended August 31, 2004, there were no significant changes in the
Corporations internal controls over financial reporting, or in other factors that could
significantly affect such internal controls, that have materially affected, or are reasonably
likely to materially affect, the Corporations internal control over financial reporting.   
 IDENTIFICATION OF THE AUDIT COMMITTEE The Corporation has a standing Audit Committee of the Board of Directors. The Audit Committee
consists of Michael W. OBrien (Chair), James F. Dinning, George F. Galbraith and Harold A. Roozen.
Each member of the Audit Committee is an unrelated and independent director.




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AUDIT COMMITTEE FINANCIAL EXPERT The board of directors of the Corporation has determined that it has at least one audit committee
financial expert serving on its audit committee (the Audit Committee). Mr. Michael W. OBrien
has been determined to be such audit committee financial expert, within the meaning of Section 407
of the United States Sarbanes-Oxley Act of 2002. Mr. OBrien is independent, as that term is
defined by the New York Stock Exchanges listing standards applicable to the Corporation. The
Securities and Exchange Commission has indicated that the designation of Mr. OBrien as an audit
committee financial expert does not make Mr. OBrien an expert for any purpose, impose any
duties, obligations or liability on Mr. OBrien that are greater than those imposed on members of
the Audit Committee and board of directors of the Corporation who do not carry this designation, or
affect the duties, obligations or liabilities of any other member of the Audit Committee.   
 PRINCIPAL ACCOUNTANT FEES AND SERVICES The aggregate amounts paid or accrued by the Corporation with respect to fees payable to Ernst &
Young LLP for audit (including separate audits of subsidiary entities, financings and regulatory
reporting requirements), audit-related, tax and other services in the fiscal years ended August 31,
2004 and 2003 were as set forth below. No other audit firms provided audit services to the
Corporation in fiscal 2003 or 2004. Type of Service
    
    
    Fiscal 2004
    
    
    
    Fiscal 2003Audit
    
    
    $
    1,161,891
    
    
    
    $
    1,085,255Audit-related
    
    
    
    131,400
    
    
    
    
    108,292Tax
    
    
    
    523,571
    
    
    
    
    259,180Other non-audit related
    
    
    
    
    
    
    
    
    Total
    
    
    $
    1,816,862
    
    
    
    $
    1,452,727
 Fees paid for audit-related services in fiscal 2004 were in respect of the separate audit of a
subsidiary that was not required by law. Fees paid for audit-related services in fiscal 2003 were
primarily in respect of the Corporations business divestiture activities. The tax fees paid in
fiscal 2004 and 2003 were related to tax compliance and tax consultation on scientific research,
exploration and development tax credits, commodity taxes and linear property taxes. The Audit Committee of the Corporation considered and agreed that the above fees are compatible
with maintaining the independence of the Corporations auditors. Further, the Audit Committee
determined that, in order to ensure the continued independence of the auditors, only limited
non-audit related services will be provided to the Corporation by Ernst & Young LLP and in such
case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has
been delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services
in extraordinary circumstances where it is not feasible or practical to convene a meeting of the
Audit Committee, subject to an aggregate limit of $100,000 in fees payable to Ernst & Young LLP for
such services per fiscal year of the Corporation. The Chair of the Audit Committee is required to
report any such services approved by him to the Audit Committee. For the fiscal year ended August 31, 2004, none of the services described above were approved by
the Audit Committee pursuant to de minimus exception set forth in Rule 2-01, paragraph
(c)(7)(i)(C) of Regulation S-X.




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CODE OF ETHICS The Corporation has adopted a code of ethics (the Shaw Business Conduct Standards) that applies
to all employees and officers, including its Chief Executive Officer, Chief Financial Officer,
principal accounting officer and persons performing similar functions. A copy of the Shaw Business
Conduct Standards is available on the Corporations website, www.shaw.ca.   
 OFF-BALANCE SHEET ARRANGEMENTS The Corporation has no off-balance sheet arrangements as defined in General Instruction B(11) to
Form 40-F.   
 TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS See page 43 of Exhibit 1.   
 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS The Corporation 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.




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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 Amendment No. 1 to the annual report
to be signed on its behalf by the undersigned, thereto duly authorized. SHAW COMMUNICATIONS INC.By:
    (signed) Steve WilsonSteve Wilson,Senior Vice President and Chief
Financial Officer Dated: January 25, 2005




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EXHIBITS The following documents are filed as exhibits to this Form 40-F: Exhibit Number
    
    Document
  99.1
    Annual Report for the fiscal year ended August 31, 2004.*99.2
    Consent of Ernst & Young LLP.*99.3
    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to section
302 of the Sarbanes-Oxley Act of 2002 dated December 17, 2004.*99.4
    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to section
906 of the Sarbanes-Oxley Act of 2002 dated December 17, 2004.*99.5
    Annual Information Form for the fiscal year ended August 31, 200499.6
    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to section
302 of the Sarbanes-Oxley Act of 2002 dated January 25, 2005.99.7
    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to section
906 of the Sarbanes-Oxley Act of 2002 dated January 25, 2005. * previously filed