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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 40-F

(Check One)

|  |  |                                                                                       
|- |  | --------------------------------------------------------------------------------------
|o |  | Registration statement pursuant to Section 12 of the Securities
Exchange Actof 1934   
| 
|  |  | or                                                                                    
| 
|þ |  | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Actof 1934

|                        |  |                  
|----------------------- |  | -----------------
|For Fiscal year ended:  |  | December 31, 2003
|Commission File Number: |  | No. 0-22976      

Call-Net Enterprises Inc.(Exact name of registrant as specified in its charter)

|                                                                         |  |                                                                             |  |                                                                      
|------------------------------------------------------------------------ |  | --------------------------------------------------------------------------- |  | ---------------------------------------------------------------------
|Canada
(Province or other jurisdiction of incorporation or organization) |  | 4813
(Primary standard industrial classification code number,if applicable) |  | Not 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:

|                            |  |                                        
|--------------------------- |  | ---------------------------------------
|þ   Annual Information Form |  | þ   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             |  | 4,210,839 
|Class B Non-Voting Shares |  | 31,369,152
|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 Actof 1934
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the Registrant in connection with such rule.

|     |  |    
|---- |  | ---
|Yeso |  | Noþ

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.

|     |  |    
|---- |  | ---
|Yesþ |  | Noo



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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, 2003.                  
|-- |  | ------------------------------------------------------------------------------------------------------------
|  
|2. |  | Audited Consolidated Financial Statements of Call-Net Enterprises Inc.
for the year ended December 31, 2003.

CONTROLS AND PROCEDURES



|A. |  | DISCLOSURE CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | As of December 31, 2003, 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, 2003, 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 Registrants board of directors has determined that David Rattee meets the
audit committee financial expert criteria prescribed by the Securities and
Exchange Commission. 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.





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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.

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 Ernst & Young, LLP in
each of the last two years as follows:

|                       |  |             |            |             |  |   |            | 
|---------------------- |  | ----------- | ---------- | ----------- |  | - | ---------- | 
|                       |  | YEAR ENDED  |            | YEAR ENDED 
|                       |  | 2003 ($000) |            | 2002 ($000)
|                       |  |             |            |            
|Audit Fees (1)         |  | $           | 784,000.11 |             |  | $ | 815,997.33 | 
|Audit-Related Fees (2) |  | $           | 175,465.00 |             |  | $ | 476,105.00 | 
|Tax Fees (3)           |  | $           | 63,900.00  |             |  | $ | 30,504.75  | 
|All Other Fees (4)     |  | $           |            |             |  | $ |            | 



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|(1) |  | Includes professional services rendered by Ernst & Young, LLP 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 2003 and 2002 no fees for services were incurred other than as
described above.                                                                                                                                                                                

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.





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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
|                              |  |                       
|($ Millions)                  |  | Total                  |       | Within 1 year |  | 2-3 years |       | 4-5 years |  | After 5 years
|                              |  |                        |       |               |  |           |       |           |  |              
|Long-term debt (1)            |  |                        | 592.6 |               |  |           | 41.1  |           |  |               | 82.2  |  |  |  | 469.3 |  |  |  |     | 
|Right of way liability (1)    |  |                        | 68.2  |               |  |           | 4.8   |           |  |               | 9.7   |  |  |  | 9.6   |  |  |  | 44.1 | 
|Office space leases           |  |                        | 54.3  |               |  |           | 14.3  |           |  |               | 26.7  |  |  |  | 7.6   |  |  |  | 5.7  | 
|Network facilities            |  |                        | 52.8  |               |  |           | 21.5  |           |  |               | 17    |  |  |  | 4.3   |  |  |  | 10.0 | 
|Other services & products     |  |                        | 65.5  |               |  |           | 26.1  |           |  |               | 39.4  |  |  |  |      |  |  |  |     | 
|                              |  |                        |       |               |  |           |       |           |  |               |       |  |  |  |       |  |  |  |      | 
|Total contractual obligations |  |                        | 833.4 |               |  |           | 107.8 |           |  |               | 175.0 |  |  |  | 490.8 |  |  |  | 59.8 | 
|                              |  |                        |       |               |  |           |       |           |  |               |       |  |  |  |       |  |  |  |      | 



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|(1) |  | Payments due by period include interest and principal payments under the
respective agreements. Further information regarding the Companys
long-term liability obligations can be found in Note 8 of the December
31, 2003 Audited Consolidated Financial Statements.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.                                                                                                                                                                                                                                                  





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SIGNATURE

Pursuant to the requirements of the Exchange Actof 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: April 28, 2004 |              | By:                       |                                                                                     | /s/ George Malysheff
|                     | Name:
Title: |                           | George Malysheff
Senior Vice President, Chief Legal
Counsel and Corporate Secretary

EXHIBIT INDEX

|        |  |                       
|------- |  | ----------------------
|Exhibit |  | Description of Exhibit
|        |  |                       



|31.1 |  | Section 302 Certification of the Chief Executive Officer                                                                                                                                                                         
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|31.2 |  | Section 302 Certification of the Chief Financial Officer                                                                                                                                                                         
|    
|32.1 |  | Section 906 Certification of the Chief Executive Officer                                                                                                                                                                         
|    
|32.2 |  | Section 906 Certification of the Chief Financial Officer                                                                                                                                                                         
|    
|99.1 |  | Annual Information Form, dated March 24, 2004                                                                                                                                                                                    
|    
|99.2 |  | Annual Consolidated Financial Statements of Call-Net Enterprises
Inc. for the fiscal year ended December 31, 2003, including a
reconciliation to accounting principles generally accepted in the
United States in Note 20 thereto
|    
|99.3 |  | Management Discussion & Analysis                                                                                                                                                                                                 
|    
|99.4 |  | Consent of Ernst & Young