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U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 40-F Check One o
    
    Registration Statement Pursuant to Section 12 of 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 August 31, 2004
    
    Commission File Number: 333-7582
 Shaw Communications Inc. 
 (Exact name of Registrant as specified in its charter)
 N/A 
 (Translation of Registrants name into English (if applicable))
 Alberta Canada 
 (Province or other jurisdiction of incorporation or organization)
 4841 
 (Primary Standard Industrial Classification Code Number (if applicable))
 N/A 
 (I.R.S. Employer Identification Number (if applicable))
 Suite 900, 630  3rd Avenue S.W., Calgary, Alberta, Canada T2P 4L4 (403) 750-4500 
 (Address and telephone number of Registrants principal executive offices)
 CT Corporation System, 1633 Broadway, New York, NY 10019 (212) 664-1666 
 (Name, address
(including zip code) and telephone number(including area code
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 registeredClass B Non-VotingParticipating Shares
    
    New York Stock Exchange8.45% Canadian Originated PreferredSecurities (Series A COPrS)
    
    New York Stock Exchange8.5% Canadian Originated PreferredSecurities (COPrS)
    
    New York Stock Exchange
 
 Securities registered or to be registered pursuant to Section 12(g) of the Act.
 None 
 (Title of Class)
 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 
 (Title of Class)
 For annual reports, indicate by check mark the information filed with this Form: o   Annual Information form
    
    þ   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  DISCLOSURE 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 Report For The Fiscal Year Ended August 31, 2004Consent of Ernst & Young LLPCertifications 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 Chief Financials Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Table of Contents  
 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.   
 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




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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.   
 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.




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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 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:   December 17, 2004




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EXHIBITS The following documents are filed as exhibits to this Form 40-F:  Exhibit Number
    
    Document1.
    
    Annual Report for the fiscal year ended August 31, 2004.2.
    
    Consent of Ernst & Young LLP.3.
    
    Certifications of the Chief Executive Officer and Chief Financial Officer
pursuant to section 302 of the Sarbanes-Oxley Act of 2002.4.
    
    Certifications of the Chief Executive Officer and Chief Financial Officer
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.