**SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
40-F**
  (Check One) ̈
    Registration
      statement pursuant to Section 12 of the*Securities
      Exchange Act*of
      1934orx
    Annual
      report pursuant to Section 13(a) or 15(d) of the*Securities
      Exchange Act*of
      1934
  For
      Fiscal year ended:
    **December
      31, 2004**Commission
      File Number:
    **No.
      0-22976**
 
 
 **CALL-NET
ENTERPRISES INC.**
 (Exact
name of registrant as specified in its charter)
  **Canada**
    **4813**
    **Not
      Applicable**(Province
      or other jurisdiction of
      incorporation
      or organization)
    (Primary
      standard industrial classification
      code
      number, if applicable)
    (I.R.S.
      employer identification
      number,
      if applicable)
  **2235
Sheppard Avenue East**
 **Atria
II, Suite 1800**
 **North
York, Ontario**
 **Canada
M2J 5G1**
 **(416)
718-6400**
 (Address
and telephone number of Registrant's principal executive
offices)
  **CT
Corporation System**
 **111
Eighth Avenue**
 **New
York, New York 10011**
 **(212)
590 9100**
 (Name,
address and telephone number of agent for Service in the United
States)
  
   Securities 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:
 
 **Class
B Non-Voting Shares**
 
 Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:
 
 **None**
 
 For
annual reports, indicate by check mark the following information filed with this
form:
 
 x
    Annual
      Information Form
    x
    Audited
      Annual Financial Statements
 
 Indicate
the number of outstanding shares of each of the Registrant's classes of capital
or common stock as of the close of the period covered by the annual
report:
 
 **Common
      Shares**
    
    
    **4,302,011****Class
      B Non-Voting Shares**
    
    
    **31,462,025****Preferred
      Shares**
    
    
    **1**
 
 
 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
Rule12g3-2(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
     ̈
    No
    x
 
 
 Indicate
by check mark whether the Registrant: (1) has filed all reports required to be
filed by Section 13(d) or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant has been required to file
such reports); and (2) has been subject to such filing requirements in the past
90 days.
 
 Yes
    x
    No
     ̈
 
  
  **PRINCIPAL
DOCUMENTS**
 
 The
following documents have been filed as part of this Annual Information Form on
Form 40-F:
 
 1.
    Annual
      Information Form of Call-Net Enterprises Inc. for the year ended December
      31, 2004.2.
    Audited
      Consolidated Financial Statements of Call-Net Enterprises Inc. for the
      year ended December 31, 2004.
 
 **CONTROLS
AND PROCEDURES**
 
 **A.**
    **DISCLOSURE
      CONTROLS AND PROCEDURES**As
      of December 31, 2004, an evaluation was carried out under the supervision
      and the participation of the Registrant's management, including the Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of our
      disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e)) under the Securities Act of 1934, as amended). Based on that
      evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that as of the end of the fiscal year the disclosure controls
      and procedures were effective to provide reasonable assurance that
      information required to be disclosed by the Registrant in reports that it
      files or submits under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in Securities and Exchange
      Commission rules and forms.**B.**
    **INTERNAL
      CONTROL OVER FINANCIAL REPORTING**During
      the fiscal year ended December 31, 2004, there were no changes in the
      Registrant's internal control over financial reporting that have
      materially affected, or are reasonably likely to materially affect, the
      Registrant's internal control over financial
reporting.
  **NOTICES
PURSUANT TO REGULATION BTR**
 
 None.
  **AUDIT
COMMITTEE FINANCIAL EXPERT**
 
 The
Company’s Board of Directors has established an Audit Committee. The Audit
Committee was comprised of David Rattee, Arthur Krause, Dennis Belcher and Wendy
Leaney. The Registrant's board of directors has determined that David Rattee
meets the "audit committee financial expert" criteria prescribed by the
Securities and Exchange Commission and is independent of the Registrant’s
management. The Securities and Exchange Commission has
  
  indicated
that the designation of Mr. Rattee as an audit committee financial expert does
not make Mr. Rattee an "expert" for any purpose, impose any duties, obligations
or liability on Mr. Rattee than are greater than those imposed on members of the
audit committee and board of directors who do not carry this designation, or
affect the duties, obligations or liability of any other member of the audit
committee.
  **CODE
OF ETHICS**
 
 We
have adopted a code of ethics that applies to all of our employees and officers,
including our principal executive officer, principal financial officer,
principal accounting officer, controller and persons performing similar
functions. The Code of Ethics is posted on the Registrant’s website and can be
viewed by visiting www.callnet.ca and selecting the “Corporate Governance”
folder.
 
 Since
the adoption of our code of ethics, there have not been any amendments thereto
or waivers, including implicit waivers, from any provision thereof.
  **PRINCIPAL
ACCOUNTANT FEES AND SERVICES**
 
 The
aggregate fees for professional services rendered by the Registrant’s external
auditors in each of the last two years as follows:
 
 
 YEAR
      ENDED
    
    YEAR
      ENDED2004
    
    2003Audit
      Fees (1)
    
    $
    662,410.00
    
    $
    784,000.11Audit-Related
      Fees (2)
    
    $
    41,096.00
    
    $
    175,465.00Tax
      Fees (3)
    
    $
    55,885.00
    
    $
    63,900.00All
      Other Fees (4)
    
    $
    2,625.00
    
    $
    0
 
 NOTES:
 
 (1)
    Includes
      professional services rendered by external auditors for the audit of the
      Registrant’s annual financial statements and services provided in
      connection with our statutory and regulatory filings or
      engagements.(2)
    Includes
      assurance and related services reasonably related to the performance of
      the audit or review of the annual statements and are not reported under
      "Audit Fees" above, principally for consultation concerning financial
      accounting and reporting standards.(3)
    Tax
      fees were for tax advice and tax planning professional services. These
      services consisted mainly of tax planning and advisory services relating
      to domestic income tax.
  
  
 (4)
    In
      2004 the external auditors provided certain forensic
    services.
  **PREAPPROVAL
POLICIES AND PROCEDURES**
 
 It
is within the mandate of Call-Net's Audit Committee to approve all audit and
non-audit related fees. The Audit Committee has adopted procedures to
pre-approve all non-audit services to be rendered by the external auditors. The
Chairman of the Audit Committee has been delegated authority to pre-approve
individual assignments up to a maximum cost of $75,000. All other assignments
must be pre-approved by the Audit Committee. The auditors also present the
estimate for the annual audit related services to the Committee for approval
prior to undertaking the annual audit of the financial statements. In December
of 2002, the external auditors were retained to perform non-audit services
dealing with calculation of tax loss pools and this engagement was approved by
the Board of Directors. Those services commenced in 2002 and the engagement
finished during the year ending December 31, 2003.
  **OFF-BALANCE
SHEET ARRANGEMENTS**
 
 We
have no off-balance arrangements be disclosed in this Annual Report on Form 40-F
other than are discussed at Notes 3 and 11 of the Registrant's Audited
Consolidated Financial Statements.
  **TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS**
  Contractual
      Obligations:
    
    Payments
      Due by Period(in
      millions $)
    
    Total
    
    <1
      Year
    
    1-3
      Years
    
    4-5
      years
    
    >
      5 yearsLong-term
      debt (1)
    
    
    268.5
    
    
    -
    
    
    -
    
    
    268.5
    
    
    -Interest
      payments on debt (2)
    
    
    114.1
    
    
    28.5
    
    
    57.1
    
    
    28.5
    
    
    -Right-of-way
      liability (1)
    
    
    77.6
    
    
    5.3
    
    
    10.3
    
    
    10.8
    
    
    51.2Operating
      leases
    
    
    41.9
    
    
    14.3
    
    
    19.0
    
    
    5.1
    
    
    3.5Network
      facilities
    
    
    62.6
    
    
    21.2
    
    
    26.9
    
    
    14.3
    
    
    0.2Other
      long-term obligations
    
    
    125.8
    
    
    36.7
    
    
    37.4
    
    
    14.8
    
    
    35.4Total
      contractual obligations
    
    
    690.5
    
    
    106.0
    
    
    150.7
    
    
    342.0
    
    
    90.3
 
 (1)
    Further
      information regarding the Company’s long-term debt and right-of-way
      liability can be found in Note 8(a) and Note 8(b)(i), respectively of the
      December 31, 2004 Audited Consolidated Financial
    Statements.(2)
    Converted
      to Canadian dollars at the year-end exchange rate of
    $1.2036
 
   
  
  
 **UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS**
 
 **A.**
    **Undertaking**
 
 Call-Net
Enterprises Inc. (the "Registrant") undertakes to make available, in person or
by telephone, representatives to respond to inquiries made by the staff of the
Securities and Exchange Commission ("SEC"), and to furnish promptly, when
requested to do so by the SEC staff, information relating to securities
registered pursuant to Form 40-F or transactions in said
securities.
 
 **B.**
    **Consent
      to Service of Process**
 
 The
Registrant has filed with the SEC a Form F-X on November 29, 1993 in connection
with the registration of the Class B Non-Voting Shares.
  **SIGNATURE**
  Pursuant
to the requirements of the *Exchange
Act* of 1934, the Registrant certifies that it meets all of the requirements for
filing of Form 40-F and has duly caused this Annual Report to be signed on its
behalf of the undersigned, thereto duly authorized.
  **CALL-NET ENTERPRISES INC.**Date:
      March 22, 2005.
    By:
    /s/
      Roy GraydonName:
    Roy
      GraydonTitle:
    Executive
      Vice President and Chief Financial Officer
 
 
  
  
 **EXHIBIT
INDEX**
  Exhibit
    
    Description
      of Exhibit31.1
    
    Section
      302 Certification of the Chief Executive Officer31.2
    
    Section
      302 Certification of the Chief Financial Officer32.1
    
    Section
      906 Certification of the Chief Executive Officer32.2
    
    Section
      906 Certification of the Chief Financial Officer99.1
    
    Annual
      Information Form, dated March 22, 200599.2
    
    Annual
      Consolidated Financial Statements of Call-Net Enterprises Inc. for the
      fiscal year ended December 31, 2004, including a reconciliation to
      accounting principles generally accepted in the United States in Note 20
      thereto99.3
    
    Management
      Discussion & Analysis99.4
    
    Consent
      of KPMG LLP