**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington
      D.C. 20549**








**FORM
      20-F**





(Mark
      One)





£
            **REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934****OR**R
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                the fiscal year ended****December
                31, 2006****OR**£
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****OR**£
            **SHELL
                COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                EXCHANGE
                ACT OF 1934**





Date
      of event requiring this shell company report ___________________




**For
      the transition period from _____________** **to**  **__________________.**





**Commission
      file number** **333-87972**





**ROGERS
      CABLE INC.**


(Exact
      Name of Registrant as specified in its charter)





**Not
      Applicable**


(Translation
      of Registrant’s name Into English)





**Ontario,**  **Canada**


(Jurisdiction
      of incorporation or organization)





**333
      Bloor Street East, 7th Floor**


**Toronto,
      Ontario, Canada M4W 1G9**


(Address
      of principal executive offices)





Securities
      registered or to be 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:




**Not
      applicable**


(Title
      of Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:





**7.25%
      Senior (Secured) Second Priority Notes due 2011**


**7.875%
      Senior (Secured) Second Priority Notes due 2012**


**6.25%
      Senior (Secured) Second Priority Notes due 2013**


**5.50%
      Senior (Secured) Second Priority Notes due 2014**


**6.75%
      Senior (Secured) Second Priority Notes due 2015**


**8.75%
      Senior (Secured) Second Priority Debentures due 2032**


(Title
      of Class)





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.





**100,000,000
      Class A common shares**


**118,166,003
      Class B common shares**


**306,904
      fourth preferred shares**


**151,800
      seventh preferred shares**





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.





£ Yes R No





If
      this report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934.





£ Yes R No





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.





R Yes £ No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                accelerated filer£
            Accelerated
                filer£
            Non-accelerated
                filerR





Indicate
      by check mark which financial statement item the registrant has elected to
      follow.


£ Item 17 R Item 18





If
      this is an annual report, indicate by check mark whether the registrant is
      a
      shell company (as defined in Rule 12b-2 of the Exchange Act).


£ Yes R No





Unless
      otherwise noted, all references to dollar amounts in this Form 20-F are stated
      in Canadian dollars. On December 29, 2006, the inverse of the noon buying rate
      in New York City for cable transfers of Canadian funds as certified for customs
      purposes by the Federal Reserve Bank of New York was Cdn$1.00 =
      US$0.8582.





For
      the purposes of this Form 20-F, references to “Cable” “we”, “us” “our” or the
“Company” are to Rogers Cable Inc. and its subsidiaries, references to “RCI” are
      to Rogers Communications Inc. and references to “Rogers” and the “Rogers group
      of companies” are to RCI together with its subsidiaries.





Rogers(TM)
      is a trademark of Rogers Communications Inc. This document also makes reference
      to other trademarks of RCI and its subsidiaries.
















**Documents
      Incorporated by Reference**





Important
      business and financial information relating to Cable is incorporated by
      reference from Cable’s Management’s Discussion and Analysis and Consolidated
      Financial Statements for the year ended December 31, 2006, which was filed
      with
      the Securities and Exchange Commission (“SEC”) under cover of a Form 6-K dated
      March **** 30,
      2007.





**Cautionary
      Statement Regarding Forward-Looking Information**





This
      Form 20-F contains forward-looking statements concerning the business,
      operations and financial performance and condition of Cable.





When
      used in this Form 20-F, the words “believe”, “anticipate”, “intend”, “estimate”,
“expect”, “project” and similar expressions are intended to identify
      forward-looking statements, although not all forward-looking statements contain
      such words. These forward-looking statements are based on current
      expectations andare naturally subject to uncertainty and changes in
      circumstances that may cause actual results to differ materially from those
      expressed or implied by such forward-looking statements. Factors that may cause
      such differences include but are not limited to economic, business,
      technological, competitive and regulatory factors. More detailed information
      about these and other factors is included in this Form 20-F under the section
      entitled “Item 3 - Key Information - Risk Factors”. We are under no obligation
      to update or alter our forward-looking statements whether as a result of new
      information, future events or otherwise.





**PART
      I**





**ITEM
      1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS**





Not
      applicable.





**ITEM
      2 - OFFER STATISTICS AND EXPECTED TIMETABLE**





Not
      applicable.





**ITEM
      3 - KEY INFORMATION**





**Selected
      Consolidated Financial Data**





The
      following data should be read in conjunction with our audited consolidated
      financial statements, the notes related to those financial statements and the
      section entitled “Item 5 - Operating and Financial Review and Prospects”. The
      selected data for and as of each of the three years ended December 31, 2006
      under Canadian Generally Accepted Accounting Principles (GAAP) and for and
      as of
      the five years ended December 31, 2006 under U.S. GAAP is derived from our
      audited consolidated financial statements which have been audited by KPMG LLP,
      independent chartered accountants, whose report on the audited consolidated
      financial statements is incorporated by reference in this annual
      report.





Our
      consolidated financial statements have been prepared in accordance with Canadian
      GAAP. For a discussion of the principal differences between Canadian and U.S.
      GAAP, see note 23 to our audited consolidated financial statements and the
      section entitled “U.S. GAAP Differences” on page 51 of our Management’s
      Discussion and Analysis for the year ended December 31, 2006.





The
      amounts under Canadian GAAP for the years 2004 and 2005 have been restated
      to
      combine the financial results of Rogers Cable Inc. with those of the operating
      subsidiaries of Rogers Telecom Holdings Inc., as described in note 2 to the
      tables.







2








**Year
                Ended December 31,****2004**
            
            **2005**
            
            **2006****(In
                millions of dollars except per share amounts)****AMOUNTS
                UNDER CANADIAN GAAP(1)****Statement
                of Income Data(2)**Operating
                revenueCore
                cable services
            
            $
            1,253
                $
            
            
            1,299
                $
            
            
            1,421Internet
                services
            
            
            388
            
            
            441
            
            
            523Rogers
                Home Phone services
            
            
            282
            
            
            300
            
            
            355Rogers
                Business Solutions
            
            
            527
            
            
            562
            
            
            596Rogers
                Retail stores
            
            
            317
            
            
            327
            
            
            310Inter-company
                eliminations
            
            
            (3
            )
            
            (4
            )
            
            (4
            )Total
                operating revenue
            
            
            2,764
            
            
            2,925
            
            
            3,201Operating
                expensesCable
                and InternetSales
                and marketing expenses
            
            
            121
            
            
            122
            
            
            123Operating,
                general and administrative expenses
            
            
            827
            
            
            893
            
            
            988Total
                Cable and Internet operating expenses
            
            
            948
            
            
            1,015
            
            
            1,111Rogers
                Home Phone servicesSales
                and marketing expenses
            
            
            40
            
            
            45
            
            
            96Operating,
                general and administrative expenses
            
            
            208
            
            
            218
            
            
            249Total
                Rogers Home Phone operating expenses
            
            
            248
            
            
            263
            
            
            345Rogers
                Business SolutionsSales
                and marketing expenses
            
            
            63
            
            
            71
            
            
            70Operating,
                general and administrative expenses
            
            
            411
            
            
            437
            
            
            477Total
                Rogers Business Solutions operating expenses
            
            
            474
            
            
            508
            
            
            547Rogers
                Retail storesCost
                of Rogers Retail store sales
            
            
            146
            
            
            158
            
            
            153Sales
                and marketing expenses
            
            
            125
            
            
            132
            
            
            124Operating,
                general and administrative expenses
            
            
            18
            
            
            19
            
            
            26Total
                Rogers Retail stores operating expenses
            
            
            289
            
            
            309
            
            
            303Integration
                expenses(3)
            
            
            -
            
            
            19
            
            
            9Management
                fees(4)
            
            
            39
            
            
            41
            
            
            64Inter-company
                eliminations
            
            
            (3
            )
            
            (4
            )
            
            (4
            )Total
                operating expenses
            
            
            1,995
            
            
            2,151
            
            
            2,375Depreciation
                and amortization
            
            
            631
            
            
            627
            
            
            662Operating
                income
            
            
            138
            
            
            147
            
            
            164Interest
                expense(5)
            
            
            281
            
            
            279
            
            
            258Foreign
                exchange loss (gain)
            
            
            41
            
            
            (1
            )
            
            (1
            )Change
                in fair value of derivative instruments
            
            
            (35
            )
            
            (2
            )
            
            (1
            )Loss
                on repayment of long-term debt
            
            
            18
            
            
            10
            
            
            -Other
                expense (income), net(6)
            
            
            12
            
            
            3
            
            
            -Loss
                before income taxes
            
            
            (179
            )
            
            (142
            )
            
            (92
            )Income
                tax expense (reduction)
            
            
            6
            
            
            5
            
            
            (269
            )Net
                income (loss) for the year
            
            $
            (185)
                $
            
            
            (147)
                $
            
            
            177Basic
                and diluted earnings (loss) per share
            
            $
            (0.85)
                $
            
            
            (0.67)
                $
            
            
            0.81








3





**As
                at December
                31,****2004**
            
            **2005**
            
            **2006****(In
                millions of dollars)****Balance
                Sheet Data (at year end)**Property,
                plant and equipment ("PP&E"), net
            
            $
            3,156
                $
            
            
            3,305
                $
            
            
            3,470Goodwill
            
            
            926
            
            
            926
            
            
            926Total
                assets
            
            
            4,441
            
            
            4,614
            
            
            5,245Senior
                debt(7)(8)
            
            
            2,818
            
            
            2,677
            
            
            2,409Total
                debt(7)(8)
            
            
            3,196
            
            
            4,245
            
            
            3,767Shareholder’s
                equity (deficiency)
            
            
            (1,132
            )
            
            (507
            )
            
            419Additions
                to PP&E (excluding Rogers Retail inventory purchases)
            
            
            644
            
            
            742
            
            
            794




**Year
                  Ended December
                  31,****2002**
              
              **2003**
              
              **2004**
              
              **2005**
              
              **2006****(In****millions
                    of dollars)****AMOUNTS
                  UNDER U.S. GAAP(1)****Statement
                  of Income Data(2)**Operating
                  revenue
              
              $
              1,615
              
              $
              1,788
              
              $
              1,946
              
              $
              2,495
              
              $
              3,210Operating
                  income (loss)
              
              $
              48
              
              $
              149
              
              $
              193
              
              $
              141
              
              $
              165Interest
                  expense
              
              
              207
              
              
              236
              
              
              246
              
              
              262
              
              
              249Other
                  expense (income), net(6)
              
              
              (8
              )
              
              67
              
              
              97
              
              
              126
              
              
              (6
              )Loss
                  before income taxes and cumulative change in accounting
                  principles
              
              
              (151
              )
              
              (154
              )
              
              (150
              )
              
              (247
              )
              
              (78
              )Income
                  tax expense (reduction)
              
              
              (146
              )
              
              7
              
              
              1
              
              
              5
              
              
              (337
              )Income
                  (loss) before cumulative changes in accounting principles
              
              
              (5
              )
              
              (161
              )
              
              (151
              )
              
              (252
              )
              
              259Cumulative
                  effect of change in accounting principles for derivative financial
                  instruments
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  income (loss) for the year
              
              $
              (5
              )
              $
              (161
              )
              $
              (151
              )
              $
              (252
              )
              $
              259Basic
                  and diluted loss per share
              
              $
              (0.05
              )
              $
              (0.76
              )
              $
              (0.69
              )
              $
              (1.15
              )
              $
              1.19




**As
                  at December 31,****2002**
              
              **2003**
              
              **2004**
              
              **2005**
              
              **2006****(In****millions
                  of dollars)****Balance
                  sheet data**Property,
                  plant and equipment, net
              
              $
              2,599
              
              $
              2,638
              
              $
              2,752
              
              $
              3,269
              
              $
              3,476Goodwill
              
              
              1,058
              
              
              1,058
              
              
              1,058
              
              
              1,229
              
              
              1,058Other
                  intangible assets
              
              
              1
              
              
              1
              
              
              -
              
              
              96
              
              
              -Total
                  assets
              
              
              4,012
              
              
              3,890
              
              
              4,029
              
              
              4,932
              
              
              5,413Senior
                  debt(7)(8)
              
              
              2,238
              
              
              2,327
              
              
              2,818
              
              
              2,677
              
              
              2,409Total
                  debt(7)(8)
              
              
              2,622
              
              
              2,474
              
              
              3,196
              
              
              4,245
              
              
              3,767Shareholder’s
                  equity (deficiency)
              
              
              1,107
              
              
              771
              
              
              (113
              )
              
              (441
              )
              
              347




4





____________


Notes :


(1) In
      certain respects, Canadian GAAP differs from U.S. GAAP. Accordingly, certain
      line items with respect to Statement of Income Data and Balance Sheet Data
      differ as a result of the application of Canadian GAAP compared to U.S. GAAP.
      For a discussion of the principal differences between Canadian and U.S. GAAP,
      see note 23 to our audited consolidated financial statements.





(2) On
      July 1, 2005, RCI acquired 100% of Call-Net Enterprises Inc. (“Call-Net”) in a
      share-for-share transaction. Call-Net was subsequently renamed Rogers Telecom
      Holdings Inc. (“RTHI”). On January 9, 2006, ownership in substantially all of
      the operating subsidiaries of RTHI and intercompany balances between RTHI and
      its subsidiaries were transferred from RTHI to us. When a transfer of a business
      under common control is not measured at the exchange amount, as was the case
      with the transfer of the ownership of the operating subsidiaries of RTHI from
      RCI to the Company, Canadian GAAP requires that, for all periods presented,
      the
      consolidated financial statements of the Company reflect the assets and
      liabilities of these operating subsidiaries at their net book value as recorded
      in their accounts prior to the transaction. Additionally, Canadian GAAP requires
      that the reported income of the Company include the income of these operating
      subsidiaries of RTHI for all of the historical periods, not just from the July
      1, 2005 date when RCI acquired RTHI. As a result, the financial statements
      of
      the Company presented for prior periods have been restated to reflect the
      financial position and the results of operations as if the Company and the
      operating subsidiaries of RTHI had been combined since their inception. Under
      US
      GAAP, the financial results of the operating subsidiaries of RTHI are
      consolidated with the Company from the date of acquisition of Call-Net by RCI
      on
      July 1, 2005.





(3) During
      the year ended December 31, 2005 and 2006, we incurred integration expenses
      related to the acquisition of Call-Net of $19 million and $9 million,
      respectively.





(4) We
      previously entered into a management services agreement with RCI under which
      RCI
      provides executive, administrative, financial, strategic planning, information
      technology and various additional services to us. Those services relate to,
      among other things, assistance with tax advice, Canadian regulatory matters,
      financial advice (including the preparation of business plans and financial
      projections and the evaluation of additions to PP&E proposals), treasury
      services, service on our board of directors and on committees of our boards
      of
      directors and advice and assistance on relationships with employee groups,
      internal audits, purchasing and legal services. In return for these services,
      we
      agreed to pay RCI a fee equal to 2% of our consolidated gross revenue. We also
      agreed to reimburse RCI for all out-of-pocket expenses incurred in respect
      of
      additional services not specifically covered by the management services
      agreement provided to us. This agreement was terminated effective December
      31,
      2006.




(5) Consolidated
      interest expense for each of the three years ended December 31, 2006 is
      comprised as follows:




**Year
                  Ended December 31,****2004**
              
              **2005**
              
              **2006****(In
                  millions of dollars)**Interest
                  expense on inter-company subordinated
                  debt
              
              $
              34
              
              $
              34
              
              $
              35Third
                  party interest expense
              
              
              247
              
              
              245
              
              
              223Consolidated
                  interest
                  expense
              
              $
              281
              
              $
              279
              
              $
              258





(6) Other
      expense (income), net under Canadian and U.S. GAAP in the years ended December
      31, 2004 and 2005 includes the writedown of investments, gains or losses on
      sale
      of property, plant and equipment and losses related to accounts receivables
      securitization.





(7) Senior
      debt includes secured long-term debt and operating bank loans but does not
      include subordinated debt or inter-company subordinated debt. Total debt
      includes the senior debt described above together with inter-company
      subordinated debt.





The
      following table sets forth, for the periods indicated, a reconciliation of
      long-term debt to total and senior debt:





5


**Reconciliation
      of Long-Term Debt to Total and Senior Debt**




**December
                    31,****2004**
                
                **2005**
                
                **2006****(In
                    millions of dollars)**Long-term
                    debt(8)
                
                $
                2,955
                
                $
                2,677
                
                $
                2,409Inter-company
                    subordinated debt
                
                
                241
                
                
                1,568
                
                
                1,358Total
                    debt(8)
                
                
                3,196
                
                
                4,245
                
                
                3,767Inter-company
                    subordinated debt
                
                
                (241
                )
                
                (1,568
                )
                
                (1,358
                )Subordinated
                    debt
                
                
                (137
                )
                
                -
                
                
                -Senior
                    debt(8)
                
                $
                2,818
                
                $
                2,677
                
                $
                2,409




During
      2004, we issued $241 million of inter-company subordinated debt owing to RCI.
      During 2005, we issued net $696 million of inter-company subordinated debt
      owing
      to RCI. During 2006, we issued $577 million of inter-company subordinated debt
      owing to RCI, and repaid $155 million to RCI. For a more complete discussion,
      see note 12 to our audited consolidated financial statements.





(8) As
      a result of our adoption of AcG-13, “Hedging Relationships”, effective January
      1, 2004, we no longer treat the impact of our cross-currency interest rate
      exchange agreements (swaps) as a component of long-term debt. Accordingly,
      our
      total debt and senior debt at each period end under Canadian and U.S. GAAP
      are
      presented at the balance sheet rate of exchange and do not include the effect
      of
      our swaps.





**Dividends
      and Distributions**





We
      paid dividends on the First Preferred Shares of nil, nil, nil, $5 million and
      $5
      million (nil, nil, nil, US$4 million and US$3 million) in the years ended
      December 31, 2006, 2005, 2004, 2003 and 2002, respectively, and paid dividends
      on the Company’s Class A and Class B Common Shares of nil, nil, nil, nil and $58
      million (nil, nil, nil, nil and U.S $37 million ) in the years ended December
      31, 2006, 2005, 2004, 2003 and 2002, respectively. These dividends were paid
      to
      RCI and a wholly owned subsidiary of RCI.





In
      January 2004, RCI directed us to establish, and we adopted, a distribution
      policy to distribute $6 million of cash per month to RCI on a regular basis
      beginning in January 2004. As a result, in each of 2006, 2005 and 2004 we
      distributed an aggregate $72 million to RCI under this distribution policy.
      Effective January 1, 2007, the $6 million per month distribution to RCI
      terminated. In addition, in November 2004, we distributed $660 million as a
      return of capital to RCI. This distribution was permitted under all agreements
      governing the Company’s outstanding indebtedness. As a result of this
      distribution, the stated value of the Class B Common Shares was
      reduced.





During
      2003, we distributed $72 million as a return of capital to RCI. This
      distribution was permitted under all agreements governing the Company’s
      outstanding indebtedness. As a result of this distribution, the stated value
      of
      the Class B Common Shares was reduced.





In
      2002, in a series of transactions with a wholly owned subsidiary of RCI, we
      were
      able to utilize tax losses of $414 million, the benefit of which had previously
      been recorded at a value of $125 million. For accounting purposes, the
      utilization of these losses was recorded as a distribution.





**Exchange
      Rate Data**





The
      following table sets forth, for the periods indicated, the average, high, low
      and end of period noon buying rates in the City of New York for cable transfers
      as certified for customs purposes by the Federal Reserve Bank of New York.
      Such
      rates are set forth as U.S. dollars per Cdn$1.00 and are the inverse of rates
      quoted by the Federal Reserve Bank of New York for Canadian dollars per
      U.S.$1.00. On March 28, 2007, the inverse of the noon buying rate was Cdn$1.00
      equals US$0.8636 .





**Year
                ended**
            **Average
                (1)**
            **High**
            **Low**
            **Period
                End**December
                31, 2006
            0.8847
            0.9100
            0.8528
            0.8582December
                31, 2005
            0.8282
            0.8690
            0.7872
            0.8579December
                31, 2004
            0.7719
            0.8493
            0.7158
            0.8310December
                31, 2003
            0.7205
            0.7738
            0.6349
            0.7738December
                31, 2002
            0.6370
            0.6619
            0.6200
            0.6329


6





**Month
                Ended**
            **Average
                (2)**
            **High**
            **Low**
            **Period
                End**February,
                28, 2007
            0.8540
            0.8631
            0.8437
            0.8547January
                31, 2007
            0.8502
            0.8586
            0.8457
            0.8480December
                31, 2006
            0.8672
            0.8760
            0.8582
            0.8582November
                30, 2006
            0.8804
            0.8869
            0.8715
            0.8762October
                31, 2006
            0.8861
            0.8965
            0.8784
            0.8907September
                30, 2006
            0.8960
            0.9048
            0.8872
            0.8968




____________


Notes :


(1) The
      average of the exchange rates on the last day of each month during the
      applicable year.





(2) The
      average of the exchange rates for all days during the applicable
      month.





**Risk
      Factors**





The
      section is incorporated herein by reference to the “Risks and Uncertainties
      Affecting our Busniess” section contained on pages 39-43 of our Management’s
      Discussion and Analysis for the year ended December 31, 2006.





**ITEM
      4 - INFORMATION ON THE COMPANY**





**A.** **History
      and Development of the Company**





**Name
      and Incorporation**





Rogers
      Cable Inc. is wholly owned by RCI and was amalgamated under the *Business*  *Corporations
      Act (Ontario)* on
      December 31, 2003.





Our
      executive offices are located at 333 Bloor Street East, 7th Floor, Toronto,
      Ontario, Canada M4W 1G9. Our telephone number is 416-935-6666. Our agent for
      service of process in the United States is CT Corporation System, 111 Eighth
      Avenue, 13th Floor, New York City, NY, U.S.A. 10011. CT Corporation’s telephone
      number is 212-894-8400.





On
      December 31, 2003, we executed a corporate reorganization that involved the
      transfer of substantially all of our assets to our wholly owned subsidiary,
      RCCI. As part of the reorganization, our subsidiaries, Rogers Cablesystems
      Ontario Limited, Rogers Ottawa Limited/Limitée, Rogers Cable Atlantic Inc. and
      Rogers Cablesystems Georgian Bay Limited, amalgamated with and continued as
      RCCI. As a result of the reorganization, we, through RCCI, continue to conduct
      all of our operations and provide all of our services. RCCI assumed, as
      co-obligor, our obligations under our deed of trust and some of our public
      indentures on a joint and several basis with us.





**Recent
      Developments**





**•**
            In
                January 2007, we repaid $450 million 7.60% Senior Secured Second
                Priority
                Notes.





**•**
            Effective
                January 1, 2007, our Rogers Retail stores segment acquired approximately
                170 retail locations from our affiliate Rogers Wireless Inc. (“Wireless”).
                This segment will provide customers with a single direct retail channel
                featuring all of the wireless and cable products and services of
                RCI. The
                combined entity will continue to be a segment of
                Cable.





**2006
      Highlights**





**•**
            We
                increased our subscriber bases by 318,000 cable telephony subscribers,
                155,000 high-speed residential Internet subscribers, 221,000 digital
                cable
                households, and 13,000 basic cable
                subscribers.





**•**
            We
                concluded the final phase of a multi-staged transaction to acquire
                certain
                of the CLEC assets of Group Telecom/360Networks from Bell Canada,
                including approximately 3,400 route kilometres of multi-stranded
                local and
                regional fibre; voice and data switching infrastructure, and co-location,
                point-of-presence and hub sites in Ontario, Quebec, Nova Scotia,
                New
                Brunswick and Newfoundland.






7





**•**
            We
                expanded our availability of high-speed Internet services across
                Canada.
                Portable Internet from Rogers Yahoo!, a fixed wireless offering,
                was made
                available in major cities across Canada, while ADSL2 high-speed Internet
                service was launched in Vancouver and other Ontario centres outside
                of our
                traditional cable footprint.





**•**
            We
                announced Rogers Yahoo! High-Speed Extreme Plus Internet service,
                which
                offers customers speed of up to 18 megabits per
                second.





**•**
            We
                expanded the availability of our residential telephony service to
                approximately 90% of homes passed by our cable
                networks.





**•**
            In
                January 2006, RCI completed a re-organization whereby Cable acquired
                substantially all of the operating subsidiaries of Rogers Telecom
                Holdings
                Inc. including Rogers Telecom Inc. (“Telecom”). Telecom previously had
                been a separate reporting segment of RCI. As a result of this
                reorganization, the businesses formerly conducted by Telecom are
                now
                conducted by Cable. As a result of the changes to management’s reporting,
                Cable’s reporting segments changed effective January 2006 to the
                following: Cable and Internet; Rogers Business Solutions; Rogers
                Home
                Phone; and Rogers Retail stores (formerly known as Rogers Video).
                Comparative figures are now presented on this
                basis.





**2005
      Highlights**





**•**
            During
                2005, we increased our subscriber bases by the following: 205,000
                Internet
                subscribers, 237,800 digital cable subscribers (households), 9,200
                basic
                cable subscribers and 47,900 cable telephony subscribers. These net
                additions reflect a change in our practice as to when a subscriber
                is
                deactivated, which became effective in August
                2005.





**•**
            On
                July 1, 2005, we introduced our Rogers Home Phone cable telephony
                service
                offering in the Greater Toronto Area. Rogers Home Phone voice-over-cable
                service was rolled out across our cable areas in Southwest Ontario
                and
                Ottawa in the fourth quarter of
                2005.





**•**
            We
                added further to our “Rogers on Demand” offerings by signing agreements
                with Sony Entertainment in February 2005 and Warner Brothers in October
                2005 for access to their extensive content library. With these agreements,
                we now have studio agreements covering approximately 70% of current
                Hollywood film output and our customers can now access over 2,400
                titles
                of on-demand content.





**•**
            In
                April 2005, we celebrated the 10th anniversary of the launch of our
                high-speed Internet service and in the same month exceeded the one
                million
                subscriber threshold.





**•**
            We
                further expanded our Internet offerings by including a comprehensive
                suite
                of security products.





**•**
            We
                added to our leadership position in digital multicultural services
                by
                adding 14 program services.





**•**
            In
                June 2005, Cable amended its bank credit facility. The maximum amount
                of
                the facility was reduced by $75 million to $1 billion, comprised
                of $600
                million Tranche A credit facility and $400 million Tranche B credit
                facility. The amendment served to extend the maturity date of both
                Tranche
                A and Tranche B facilities to “bullet” repayments on July 2, 2010 and
                eliminate the amortization schedule for Tranche B; reduce interest
                rates
                and standby fees; and relax certain financial
                convenants.





**•**
            On
                March 15, 2005, Cable repaid US$292 million aggregate principal amount
                of
                its 10.0% Senior Secured Second Priority Notes due March 15, 2005.
                Cable
                had a net cash outlay of $58 million on the settlement of the
                cross-currency interest rate swap of US$283 million notional amount
                that
                qualified as a hedge for accounting purposes of a portion of these
                10.0%
                Notes. On March 15, 2005, a cross-currency interest rate swap of
                US$50
                million notional amount matured. Cable incurred a net cash outlay
                of $10
                million upon settlement of this
                swap.





**•**
            On
                December 2, 2005, we redeemed US$114 million aggregate principal
                amount of
                its 11% Senior Subordinated Guaranteed Debentures due 2015 at a redemption
                price of 105.5% of the aggregate principal
                amount.





**•**
            We
                acquired most of the GT CLEC assets in New Brunswick and Nova Scotia
                from
                Bell Canada for $12.6 million.  We also acquired GT’s dark local
                fibre in Ontario and Quebec for $12.0 million.  We had an option to
                acquire the remaining lit and operational portion of the former Group
                Telecom network in Ontario, Quebec and Newfoundland and Labrador.
 If
                the remaining option is exercised we would expect to close by the
                end of
                2006.







8


**2004
      Highlights**





**•**
            In
                February 2004, together with RCI, we announced a plan for the deployment
                of an advanced broadband Internet Protocol (IP) multimedia network
                to
                support voice-over-cable telephony and other new voice and data services
                across our cable service areas.





**•**
            On
                February 23, 2004, we redeemed $300 million aggregate principal amount
                of
                9.65% Senior Secured Second Priority Debentures due 2014 at a redemption
                price of 104.825% of the aggregate principal
                amount.





**•**
            On
                March 11, 2004, we completed an offering of US$350 million aggregate
                principal amount of Senior (Secured) Second Priority Notes due 2014.
                We
                used approximately US$243 million of the net proceeds to refinance
                the
                drawdown under our new bank credit facility, which was used to fund
                the
                redemption on February 23, 2004 of $300 million 9.65% Senior Secured
                Debentures due 2014 at a redemption price of 104.825%. We used the
                balance
                of the net proceeds from our offering to repay other existing indebtedness
                outstanding under the new bank credit facility and for general corporate
                purposes.





**•**
            We
                launched Rogers Yahoo! Hi-Speed Internet services and completed the
                transition of our entire residential Internet base to the new platform.
                These broadband services include some or all of the following features:
                safety and security features with parental controls; an e-mail system
                with
                e-mail anti-virus; SpamGuard Plus; over 2 gigabytes of mail storage;
                Rogers Yahoo! Photos with unlimited storage; Rogers Yahoo! Messenger;
                Internet music and radio; and Rogers Yahoo! Games.





**•**
            On
                November 30, 2004, we completed an offering of $175 million 7.25%
                Senior
                (Secured) Second Priority Notes due 2011 and US$280 million 6.75%
                Senior
                (Secured) Second Priority Notes due
                2015.





**B.** **Business
      Overview**





This
      section incorporates herein by reference the “Our Business”, “Our Strategy”,
“Recent Industry Trends”, “Government Regulation and Regulatory Developments”,
“Telecom Regulations and Regulatory Developments”, “Competition in our
      Business”, “Key Performance Indicators and Non-GAAP Measures”, “Intercompany and
      Related Party Transactions”, and “Summary of Seasonality and Quarterly Results”
sections contained on pages 2-3, 6, 6-7, 34-38, 38-39, 43-44, 51-54 and 56-58,
      respectively of the Management’s Discussion and Analysis for the year ended
      December 31, 2006.





Refer
      to Item 3 - Key Information - Selected Consolidated Financial Data for a
      breakdown of revenue by category.





**Property,
      Plant and Equipment Expenditures**





The
      nature of the cable television business is such that the construction, rebuild
      and expansion of a cable system is highly capital-intensive. We categorize our
      additions to PP&E according to a standardized set of reporting categories
      that were developed and agreed upon by the U.S. cable television industry and
      which facilitate comparisons of additions to PP&E between different cable
      companies. Under these industry definitions, Cable and Internet additions to
      PP&E are classified into the following five categories:





•
            Customer
                premises equipment (“CPE”), which includesthe
                equipment for digital set-top terminals and Internet and cable telephony
                modems and the associated installation costs;





•
            Scaleable
                infrastructure, which includes non-CPE costs to meet business growth
                and
                to provide service enhancements, including many of the costs to date
                of
                our voice-over-cable telephony
                initiative;





•
            Line
                extensions, which includes network costs to enter new service
                areas;





•
            Upgrade
                and rebuild, which includes the costs to modify or replace existing
                co-axial cable, fibre-optic network electronics;
                and





•
            Support
                capital, which includes the costs associated with the purchase,
                replacement or enhancement of non-network
                assets.







9


Additions
      to PP&E for the years ended December 31, 2004, 2005 and 2006 were:





**Year
                Ended December 31,****(In
                millions of dollars)**
            
            **2004**
            
            **2005**
            
            **2006**Customer
                premises equipment
            
            $
            199
            
            $
            249
            
            $
            230Scaleable
                infrastructure
            
            
            94
            
            
            119
            
            
            106Line
                extensions
            
            
            46
            
            
            56
            
            
            64Upgrade
                and rebuild
            
            
            41
            
            
            3
            
            
            10Support
                capital
            
            
            77
            
            
            88
            
            
            82Cable
                and Internet PP&E additions
            
            
            457
            
            
            515
            
            
            492Rogers
                Home Phone PP&E additions
            
            
            122
            
            
            127
            
            
            193Rogers
                Business Solutions PP&E additions
            
            
            51
            
            
            85
            
            
            98Rogers
                Retail stores additions to PP&E
            
            
            14
            
            
            15
            
            
            11Total
                additions to PP&E
            
            $
            644
            
            $
            742
            
            $
            794





PP&E
      not yet in service totaled $205 **** million
      for the year ended December 31, 2006.





**C.** **Organizational
      Structure**





Refer
      to Item 7.





**D.** **Property,
      Plant and Equipment**





In
      most instances, we through our subsidiaries own the assets essential to our
      operations. The major fixed assets are coaxial and fibre optic cables, set-top
      terminals and cable modems, electronic transmission, receiving, processing,
      digitizing and distributing equipment, IP routers, data storage servers and
      network management equipment, microwave equipment and antennae, and radio and
      television broadcasting equipment (including television cameras and television
      production facilities). The operating systems and software related to these
      assets are either owned by us or are used under license.





We
      generally lease various distribution facilities from third parties, including
      space on utility poles and underground ducts for the placement of some of the
      cable system and roof rights. We either own or lease land for the placement
      of
      our hub sites and headends and space for other portions of the distribution
      system.





We
      either own or lease our offices from third parties and, in certain instances,
      from RCI and Rogers Wireless Partnership (“Rogers Wireless”). All except one of
      our Rogers Retail store locations are leased from third parties. We own our
      service vehicles, data processing facilities and test equipment. Substantially
      all of our assets, with certain exceptions, are subject to various security
      interests in favour of the trustee under the deed of trust.





In
      late December 2006, Cable and Telecom transferred certain land and buildings at fair market value
      to
      RCI. As a result of these transfers, it is expected that net rent expense for
      Cable and Telecom will increase in 2007 by approximately $6
      million.





We
      own or have licensed various brands and trademarks used in our businesses.
      Various of our trade names are protected by trademark. Our intellectual
      property, including our trade names, brands, properties and customer lists,
      are
      important to our operations.





Environmental
      protection requirements applicable to our operations are not expected to have
      a
      significant effect on our additions to PP&E, earnings or competitive
      position in the current or future fiscal years.





**ITEM
      5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS**





The
      following discussion and analysis of financial condition and results of
      operations should be read in conjunction with our audited consolidated financial
      statements for the year ended December 31, 2006 and the notes related to those
      financial statements, which are incorporated herein by reference. This section
      also incorporates herein by reference the “Critical Accounting Policies”,
“Critical Accounting Estimates”, “New Accounting Standards” and “U.S. GAAP
      Differences” sections contained on pages 44-51 of our Management’s Discussion
      and Analysis for the year ended December 31, 2006 and to the “Cautionary
      Regarding Forward-Looking Statements” section contained on page **** 2
      of our Management’s Discussion and Analysis for the year ended December 31,
      2006.








10





**Operating
      and Financial Results**





**Year
      Ended December 31, 2006 compared to Year Ended December 31,
      2005**





This
      section is incorporated herein by reference to the “Operating and Financial
      Results” section contained on pages 7-18 of our Management’s Discussion and
      Analysis for the year ended December 31, 2006.





**Year
      Ended December 31, 2005 compared to Year Ended December 31,
      2004**





This
      section is incorporated herein by reference to the “Operating and Financial
      Results” section contained on pages 19-28 of our Management’s Discussion and
      Analysis for the year ended December 31, 2006.





**Liquidity
      and Financing**





This
      section is incorporated herein by reference to the “Liquidity and Financing”
section contained on pages 29-32 of our Management’s Discussion and Analysis for
      the year ended December 31, 2006.





**Trend
      Information**





This
      section is incorporated herein by reference to the “Recent Industry Trends”
section contained on page 6 of our Management’s Discussion and Analysis for the
      year ended December 31, 2006.





**Off-Balance
      Sheet Arrangements**





This
      section is incorporated herein by reference to the “Off-Balance Sheet
      Arrangements” section contained on page 33 of our Management’s Discussion and
      Analysis for the year ended December 31, 2006.





**Contractual
      Obligations**





This
      section is incorporated herein by reference to the “Commitments and Contractual
      Obligations” section contained on page 33 of our Management’s Discussion and
      Analysis for the year ended December 31, 2006.





**Safe
      Harbor**





Refer
      to page 2 - “Caution Regarding Forward-Looking Statements, Risks and
      Assumptions”.





**U.S.
      GAAP Reconciliation**





This
      section is incorporated herein by reference to note 23 of our Consolidated
      Financial Statements for the year ended December 31, 2006 and to the “U.S. GAAP
      Differences” section contained on page 50 of our Management’s Discussion and
      Analysis for the year ended December 31, 2006.





**ITEM
      6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**





Following
      is a list of our directors and corporate officers prepared as of December 31,
      2006, indicating their municipality of residence and their principal occupation
      during the five preceding years. Each director is elected by RCI, our sole
      shareholder, to serve until a successor is elected or appointed. Officers are
      appointed annually and serve at the discretion of the Board of
      Directors.





**Name**
              
              **Position**Edward
                  S. Rogers, O.C.(1)
              
              Director
                  and Vice ChairmanAlan
                  D. Horn
              
              Director
                  and ChairmanNadir
                  Mohamed
              
              Director
                  and Vice ChairmanEdward
                  Rogers(1)
              
              Director
                  and PresidentMichael
                  A. Adams
              
              Executive
                  Vice President and Chief Operating OfficerSteve
                  Wagner
              
              Senior
                  Vice President and Chief Marketing OfficerM.
                  Lorraine Daly
              
              Vice
                  President, TreasurerKenneth
                  G. Engelhart
              
              Vice
                  President, Regulatory Law





11




**Name**
            
            **Position** William
                  W. Linton
              
              Senior
                  Vice PresidentDonald
                  W. Huff
              
              Vice
                  President, Financial OperationsJames
                  S. Lovie
              
              Executive
                  Vice President, Consumer Sales and ServicesCharles
                  W. van der Lee
              
              President
                  and Chief Executive Officer, Rogers VideoPhilip
                  B. Lind, C.M.
              
              Director
                  and Vice PresidentGraeme
                  H. McPhail
              
              Vice
                  President, Associate General CounselDavid
                  P. Miller
              
              Senior
                  Vice President, General Counsel and SecretaryRonald
                  D. Besse(2)
              
              DirectorC.
                  William D. Birchall(2)
              
              DirectorJohn
                  Clappison(2)
              
              DirectorPeter
                  C. Godsoe, O.C.
              
              DirectorThomas
                  I. Hull
              
              DirectorThe
                  Hon. David R. Peterson, P.C., Q.C.
              
              DirectorLoretta
                  A. Rogers(1)
              
              DirectorMelinda
                  M. Rogers(1)
              
              DirectorWilliam
                  T. Schleyer
              
              DirectorJohn
                  A. Tory, Q.C.
              
              DirectorJ.
                  Christopher C. Wansbrough(2)
              
              DirectorColin
                  D. Watson(2)
              
              Director




____________


Notes :


(1) Loretta
      A. Rogers is the wife of Edward S. Rogers, O.C. Edward Rogers is the son and
      Melinda Rogers is the daughter of Edward S. Rogers, O.C. and Loretta A. Rogers.





(2) Denotes
      member of the Audit Committee.





*Edward
      “Ted” C. Rogers, O.C.,* resides in Toronto, Ontario, Canada and has served as a director since December,
      1994 and has served as Vice Chairman of our board of directors since 1999.
      Mr.
      Rogers and has been President and Chief Executive Officer and a director of
      RCI
      since 1979. Mr. Rogers also serves as a director of Cable Television
      Laboratories, Inc. Mr. Rogers holds a B.A., University of Toronto, LL.B.,
      Osgoode Hall Law School, and was called to the Bar of Ontario in 1962. Mr.
      Rogers was appointed an Officer of the Order of Canada in 1990 and inducted
      into
      the Canadian Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted
      into the U.S. Cable Hall of Fame.





*Alan
      D. Horn* ,
      resides in Toronto, Ontario, Canada and has served as our Chairman since March
      2006. Mr. Horn served as our Vice President from 1996 and as Vice President,
      Finance and Chief Financial Officer of RCI from September 1996 until March
      2006.
      Mr. Horn has been President and Chief Executive Officer of Rogers
      Telecommunications Limited since March 2006 and was President and Chief Operating Officer of Rogers
      Telecommunications Limited from 1990 to 1996. Mr. Horn is a Chartered
      Accountant. He is also a director of March Networks Corporation. Mr. Horn
      received a B.S.C. with First Class Honours in Mathematics from the University
      of
      Aberdeen, Scotland.





*Edward
      Rogers* ,
      resides in Toronto, Ontario, Canada and was appointed a director in June 2003.
      Mr. Rogers was appointed our President and Co-Chief Executive Officer in
      February 2003 and became President in June 2003. Mr. Rogers has served as a
      director of RCI since May 1997 and also serves as a director of Futureway
      Communications Inc. From 1998 to 2000, Mr. Rogers served as our Vice President
      and General Manager, Greater Toronto Area. From 2000 to February 2003, Mr.
      Rogers served as Senior Vice President, Planning and Strategy for RCI. Mr.
      Rogers holds a B.A., University of Western Ontario.





*Nadir
      Mohamed* ,
      resides in Toronto, Ontario, Canada and was appointed Vice Chairman and director
      of our board of directors in May 2005. Mr. Mohamed has served as a director
      and
      President and Chief Operating Officer of the Communications Group of RCI since
      May 2005. Mr. Mohamed joined Rogers Wireless Inc. in August 2000 as President
      and Chief Operating Officer of Rogers Wireless Inc. and served as President
      and
      Chief Executive Officer of Rogers Wireless Inc. from July 2001 to May 2005.
      Prior to joining Rogers Wireless, Mr. Mohamed served as Senior Vice President,
      Marketing and Sales for Telus Communications Inc. from February, 1999 to August
      2000. Between August 1997 and January 1999, Mr. Mohamed was President and Chief
      Operating Officer of BC Tel Mobility. Mr. Mohamed is also a director of Cinram
      International Inc. and a member of Ryerson University’s Board of Governors. Mr.
      Mohamed holds an undergraduate degree from the University of British Columbia
      and he received his C.A. designation in 1980.





*Michael
      A. Adams,* resides
      in Toronto, Ontario, Canada and became our Executive Vice President and Chief
      Operating Officer on April 20, 2004. Prior to his appointment with us, Mr.
      Adams
      held several senior executive positions with RCN Corporation since 1997,
      most recently serving as Chief Strategy Officer. Mr. Adams formerly served
      on
      the Board of Directors for Commonwealth Telephone, RCN, Megacable, S.A. de
      C.V.
      and Megacable Comunicaciones de Mexico S.A.




12




*Steve
      Wagner,* resides
      in Toronto, Ontario, Canada and has been our Senior Vice President and Chief
      Marketing Officer since October, 2006. Prior to his appointment with us, Mr.
      Wagner served as Chief Executive Officer of Enroute Media Ventures Limited
      and
      Chief Operating Officer of TNX Television Holdings Inc. from 2004. From 1994
      until 2003, Mr. Wagner was employed with NTL Inc. of London,
      England.





*Donald
      W. Huff,* resides
      in Pickering, Ontario, Canada and has been our Vice President, Financial
      Operations since 2002. From 1996 to 2000, Mr. Huff served as Corporate
      Controller. From 2000 to 2002, Mr. Huff served as Vice President, Controller.
      Mr. Huff has been associated with us since 1990.





*James
      S. Lovie* ,
      resides in Aurora, Ontario, Canada and was appointed Executive Vice President,
      Consumer Sales and Service in May, 2005. Previously, he served as Executive
      Vice
      President, Sales, Service and Distribution of Rogers Wireless. Prior to his
      appointment with us, Mr. Lovie served as President and Chief Operating Officer
      of Axxent Corporation (a CLEC company), prior to which Mr. Lovie served as
      President and Chief Executive Officer of cMeRun Corp. (Internet company). From
      1998 to 2000, Mr. Lovie served as President and Chief Executive Officer of
      Bell
      Distribution Inc. (Bell Canada’s retail distribution company).





*Charles
      W. van der Lee,* resides
      in Surrey, British Columbia, Canada and has been our President and Chief
      Executive Officer of Rogers Retail (previously known as Rogers Video) (which
      is
      headquartered in Richmond, B.C.) since 1998 and President and Chief Operating
      Officer of Rogers Video from 1992 to 1998. Mr. van der Lee joined Rogers Video
      in 1990 as Vice President, Sales and Operations.





*Kenneth
      G. Engelhart,* resides
      in Toronto, Ontario, Canada and has been our Vice President, Regulatory Law
      since 1997. Mr. Engelhart has also served as Vice President, Regulatory Law
      of
      RCI since 1992 and has been associated with RCI since 1990.





*M.
      Lorraine Daly,* resides
      in Mississauga, Ontario, Canada and has been our Vice President, Treasurer
      since
      1989. Ms. Daly has served as Vice President, Treasurer of Rogers Wireless since
      1991, has served as Vice President, Treasurer of RCI since 1989 and has been
      associated with RCI since 1987.





*William
      W. Linton,* resides
      in Toronto, Ontario, Canada and was appointed our Senior Vice President in
      February 2007 and Senior Vice President, Finance and Chief Financial Officer
      of
      RCI. Previously his title was Vice President, Finance and Chief Financial
      Officer of RCI since March 21, 2006. Mr. Linton served as Executive Vice
      President of RCI from July 2005, when Rogers acquired Call-Net Enterprises
      Inc..
      until March 2006. Prior to joining Rogers, Mr. Linton served as President and
      Chief Executive Officer of Call-Net Enterprises Inc. from 2000 to July 2005.
      Mr.
      Linton also served as President and Chief Executive Officer of Prior Data
      Sciences Inc. from 1999 to 2000 and Executive Vice President and Chief Financial
      Officer of SHL Systemhouse Inc. from 1994 to 1999.





*David
      P. Miller* ,
      resides in Toronto, Ontario, Canada and was appointed Senior Vice President,
      General Counsel and Secretary in February 2007. Previously his title was Vice
      President, General Counsel and Secretary since 1991 and Vice President, General
      Counsel since 1988. Mr. Miller has served as Vice President and General Counsel
      of RCI since 1987 and as Secretary of RCI since 2002. Mr. Miller has also served
      as Vice President, General Counsel and Secretary of Rogers Wireless since
      1991.





*Graeme
      H. McPhail* ***,*** resides
      in Toronto, Ontario, Canada and was appointed our Vice President, Associate
      General Counsel on August 3, 1999. Mr. McPhail has served as Vice President
      and
      Associate General Counsel of RCI since 1997. Mr. McPhail has also served as
      Vice
      President Associate General Counsel of Rogers Wireless since 1996. Mr. McPhail
      has been associated with RCI since 1991.





*Ronald
      D. Besse,* resides in Toronto, Ontario, Canada and has served as a director of RCI since
      June 1984 and as one of our directors from October 2004. Mr. Besse was formerly
      Chairman, President and Chief Executive Officer, Gage Learning Corporation
      (an
      educational publisher). Mr. Besse is also a director of C.I. Financial Income
      Fund. Mr. Besse graduated from Ryerson University, Business Administration,
      1960
      and was awarded the Alumni Award of Distinction, Business Administration, 1998
      and an Honourary Doctorate of Commerce in 2004. Mr. Besse is a member of the
      Chief Executives’ Organization, World Presidents’ Organization, and is a past
      President of the Canadian Book Publishers’ Council.





13


*C.
      William D. Birchall* ,
      resides in Toronto, Ontario, Canada and has served as a director of RCI and
      as
      one of our directors since June 2005. Mr. Birchall serves as a director and
      Vice
      Chairman of Barrick Gold Corporation and Chairman of Barrick International
      Banking Corporation, a subsidiary of Barrick Gold Corporation. Mr. Birchall
      served as Vice Chairman of TrizecHahn Corporation from 1996 to 2001 and was
      a
      director of Trizec Canada Inc. until October 2006. Mr. Birchall is a Fellow
      of
      The Institute of Chartered Accountants in England and Wales (1963).





*John
      H. Clappison,* resides
      in Toronto, Ontario, Canada and was appointed a director of RCI on June 13,
      2006
      and one of our directors on June 13, 2006. From 1990 to December 2005, Mr.
      Clappison was the Greater Toronto Area Managing Partner of
      PricewaterhouseCoopers. He was associated with PricewaterhouseCoopers since
      1968. Mr. Clappison is a Chartered Accountant and a Fellow of the Institute
      of
      Chartered Accountants of Ontario. Mr. Clappison serves as a director of Sun
      Life
      Financial Inc., Cameco Corporation and Summitt Energy Holdings Corporation
      LLP.





*Peter
      C. Godsoe, O.C* ,
      resides in Toronto, Ontario, Canada and has served as a director of RCI since
      October 2003, and as Lead Director since March 2006. He has served as one our
      directors since December 2004. Mr. Godsoe has served as Chairman (1995), Chief
      Executive Officer (1993), President and Chief Operating Officer (1992) and
      Vice-Chairman (1982), of The Bank of Nova Scotia until his retirement on March
      2, 2004. Mr. Godsoe is Chairman of Sobeys Inc. His corporate directorships
      include Barrick Gold Corporation, Ingersoll-Rand Company, Lonmin PLC, Onex
      Corporation and Templeton Emerging Markets Investment Trust. Mr. Godsoe holds
      a
      B.Sc. (Mathematics and Physics) from the University of Toronto and an M.B.A.
      from the Harvard Business School. He is a Chartered Accountant and a Fellow
      of the Institute of Chartered Accountants of Ontario.





*Thomas
      I. Hull,* resides
      in Toronto, Ontario, Canada and has served as a director of RCI since February
      1979 and as one of our directors since May 2004. Mr. Hull has been Chairman
      and
      Chief Executive Officer of The Hull Group of Companies, an insurance firm,
      since
      1954. Mr. Mr. Hull is a graduate of the Insurance Co. of North America College
      of Insurance and Risk Management. Mr. Hull is a life member of the Canadian
      Association of Insurance and Financial Advisors and past president of the Life
      Underwriters’ Association of Toronto.





*Philip
      B. Lind, C.M.* ,
      resides in Toronto, Ontario, Canada and has served as a director of RCI since
      February 1979 and as one of our directors since December 2004. Mr. Lind is
      Vice
      President of the Company. Mr. Lind joined RCI in 1969 as Programming Chief
      and
      has served as Secretary of the Board and Senior Vice President, Programming
      and
      Planning. Mr. Lind is also a director of Brookfield Asset Management Inc.,
      Council for Business and the Arts and the Power Plant (Contemporary Art
      Gallery at Harbourfront). Mr. Lind is a former member of the Board of the
      National Cable Television Association in the U.S. He is also Chairman of the
      Board of the CCPTA (Channel 17, WNED). Mr. Lind holds a B.A. (Political Science
      and Sociology), University of British Columbia and a M.A. (Political Science),
      University of Rochester. In 2002, he received a Doctor of Laws, honoris causa,
      from the University of British Columbia. In 2002, Mr. Lind was appointed to
      the
      Order of Canada.




*The
        Hon.
        David R. Peterson, P.C., Q.C.* ,
        resides in Toronto, Ontario, Canada and has served as a director of RCI since
        April 1991 and one of our directors since December 2004. Mr. Peterson is
        a
        senior partner and Chairman of the law firm Cassels Brock & Blackwell LLP.
        Mr. Peterson also serves as a director of Industrielle-Alliance Insurance
        and
        Financial Services Inc., Shoppers Drug Mart, Oceanex Income Fund and Ventus
        Energy West Cape Windpower LP . Mr. Peterson is Chancellor of The University
        of
        Toronto and also a director of St. Michael’s Hospital and the Shaw Festival. Mr.
        Peterson holds a B.A. and LL.B., University of Toronto, was called to the
        Bar of
        Ontario in 1969, appointed Queen’s Counsel in 1980 and summoned by Her Majesty
        to the Privy Council in 1992.




*Loretta
      A. Rogers* ,
      resides in Toronto, Ontario Canada and has served as a director of RCI since
      December 1979 and one of our directors since December 2004. Mrs. Rogers also
      serves as a director of Sheena’s Place. Mrs. Rogers holds a B.A., University of
      Miami, and an honourary Doctorate of Laws, University of Western
      Ontario.





*Melinda
      M. Rogers* ,
      resides in Toronto, Ontario, Canada and has served as a director of RCI since
      May 2002 and one of our directors since March 2000. Ms. Rogers was appointed
      Senior Vice President, Strategy and Development of RCI in October 2006, prior
      to
      which Ms. Rogers served as Vice President of Strategic Planning and Venture
      Investments from May 2004, Vice President, Venture Investments from 2000. Prior
      to joining RCI, Ms. Rogers served as a Product Manager with At Home Corporation,
      Redwood City, California from 1997 to 1999. Ms. Rogers also serves as Chairman
      of the Jays Care Foundation and is also a director of The Ontario Media
      Development Corporation and iBHAN. Ms Rogers holds a B.A., University of Western
      Ontario and a M.B.A., University of Toronto.





*William
      T. Schleyer* ,
      an American citizen resides in Rye Beach, New Hampshire, United States of
      America, and has served as a director of RCI since August 1998 and one of our
      directors since March 2000. Mr. Schleyer was appointed Chairman and Chief
      Executive Officer of Adelphia Communications Corp., a cable television and
      Internet access provider, in January 2003, prior to which Mr. Schleyer served
      as
President
      and Chief Executive Officer, AT&T Broadband, a cable television and Internet
      service provider from 2001 to 2003. From February 2000 to October 2001, Mr.
      Schleyer was a principal in Pilot House Ventures, an investment firm, where
      he
      served as a liaison between investors and entrepreneurs. Prior to February
      2000,
      Mr. Schleyer served as President and Chief Operating Officer of MediaOne, the
      broadband services arm of U.S. West Media Group, and as President and Chief
      Operating Officer of Continental Cablevision, Inc. before that Company’s merger
      with U.S. West in 1996.Mr. Schleyer holds a B.A., Mechanical Engineering, Drexel University and an
      M.B.A., Harvard Business School.




14







*John
      A. Tory, Q.C.* ,
      resides in Toronto, Ontario, Canada and has served as a director of RCI since
      December 1979 and one of our directors since December 2004. Mr. Tory also serves
      as a director of The Thomson Corporation, The Woodbridge Company Limited,
      Abitibi-Consolidated Inc. and Canadian Psychiatric Research Foundation. Mr.
      Tory holds an LL.B., University of Toronto. Mr. Tory was called to the Bar
      of
      Ontario in 1954 and appointed Queen’s Counsel in 1965.





*J.
      Christopher C. Wansbrough,* resides
      in Toronto, Ontario, Canada and has served as a director of RCI since December
      1982 and one of our directors since February 2002. Mr. Wansbrough has served
      as
      Chairman of Rogers Telecommunications Limited since December 1997. Mr.
      Wansbrough served as President of National Trust Company from 1977 to 1986,
      Vice
      Chairman from 1986 to 1991 and Chairman of the Board of OMERS Realty Corporation
      from 1989 to 1997. Mr. Wansbrough also serves as a director of Rogers
      Telecommunications Limited and  E.S.R. Limited. Other affiliations include
      Chairman of the Board of the R.S. McLaughlin Foundation. Mr. Wansbrough holds
      a
      B.A., University of Toronto, and is a Chartered Financial Analyst.





*Colin
      D. Watson* ,
      resides in Toronto, Ontario, Canada and has served as a director of RCI since
      May 2004 and one of our directors since March 2000. Mr. Watson was President
      and
      Chief Executive Officer of Vector Aerospace Corporation, an aviation services
      firm, from November 2003 to January 2005. Mr. Watson served as Vice Chairman
      of
      Spar Aerospace Limited, an aviation services firm, from January 2000 until
      January 2002. From 1996 to 1999, Mr. Watson served as President and Chief
      Executive Officer of Spar Aerospace Limited and from 1999 to 2000, as its Vice
      Chairman and Chief Executive Officer. Prior to 1996, Mr. Watson was our
      President and Chief Executive Officer. Mr. Watson also serves as a director
      of
      Vector Aerospace Corporation, Cygnal Technologies Corp., B Split II Corporation,
      NorthStar Aerospace, Great Lakes Carbon Income Fund, Louisiana-Pacific
      Corporation and Rhapsody Acquisition Corp. Mr. Watson holds a B.A.S.c.
      (Mechanical Engineering), University of British Columbia and an M.B.A. Ivey
      Business School, University of Western Ontario.





Our
      Board of Directors currently has 17 directors.





Our
      Board of Directors has established an Audit Committee. The Audit Committee
      consists of five directors, Messrs Besse, Birchall, Clappison, Wansbrough and
      Watson who are appointed annually by our Board of Directors. The members of
      the
      Audit Committee are not officers or employees of Cable or any of Cable’s
      affiliates. The Audit Committee is responsible for the review of our financial
      reporting procedures and our financial statements, the review of our public
      filings, the engagement of our independent auditors and the review with them
      of
      the scope and timing of their audit services and any other services they are
      asked to perform, their report on our accounts following completion of the
      audit
      and our policies and procedures with respect to internal accounting and
      financial controls. A majority of the members of the Audit Committee must be
      Canadian residents.





The
      Board of Directors may also establish other committees from time to time to
      assist in the discharge of its responsibilities.





15


**Compensation
      of Directors and Executive Officers**





The
      following table shows the aggregate amount of cash compensation we paid to
      our
      directors and executive officers as a group for services in all capacities
      provided to us and our subsidiaries for the year ended December 31,
      2006.





**Directors’
                Fees**
            
            **Salaries
                & Bonuses**
            
            **Total**Executive
                Officers (including one director)
            
            $
            -
            
            $
            3,325,744
            
            $
            3,325,744Directors
                (not employees)
            
            
            Nil
            
            
            -
            
            
            -Total
            
            $
            Nil
            
            $
            3,325,744
            
            $
            3,325,744





Certain
      of our officers who are also officers of RCI are compensated by RCI and do
      not
      receive any additional compensation for serving as our officers. We or one
      of
      our affiliates provided all of our executive officers with the use of a car
      or a
      car allowance and related expenses for the year ended December 31, 2006. We
      or
      one our affiliates also provided club memberships for a number of executive
      officers for the year ended December 31, 2006.





Our
      executive officers are eligible for annual cash bonuses. Annual bonus awards
      are
      based on attainment of specified performance levels, principally related to
      our
      achievement of targeted operating profit levels and other financial and
      operating measures. Specific additional bonus opportunities for exceptional
      individual or business unit success may also be provided. Bonus criteria are
      set
      by the Compensation Committee of the board of directors of RCI at the beginning
      of the fiscal year.





We
      did not grant any stock appreciation rights during 2006. During 2006, RCI
      granted our executive officers 149,220 options to acquire its Class B Non-Voting
      Shares at exercise price ranging from $22.61 to $33.95. These options expire
      after seven years. Our executive officers also received 38,420 restricted share
      units of RCI.





Our
      directors are compensated for their services by our parent company, RCI. They
      do
      not receive any additional compensation for serving on our board.





**Composition
      of the Compensation Committee**





During
      the year ended December 31, 2006, the Compensation Committee of RCI carried
      out
      the duties of the Compensation Committee of Cable. The committee consisted
      of
      Thomas I. Hull (Chairman), Ronald D. Besse, Peter C. Godsoe, O.C., William
      T.
      Schleyer and John A. Tory, Q.C.





**Report
      on Executive Compensation**





As
      a wholly owned subsidiary of RCI, our executive compensation program is
      administered by the RCI Compensation Committee, comprised of five members of
      the
      RCI Board of Directors, none of whom are members of our management. The members
      of the RCI Compensation Committee are also directors of Cable. The Compensation
      Committee reviews and recommends to the Board for approval our executive
      compensation policies. The Compensation Committee also reviews the design and
      competitiveness of our compensation and benefit programs generally. The
      Compensation Committee met seven times in 2006.





**Compensation
      Philosophy**





Our
      executive compensation program is designed to provide incentives for the
      enhancement of shareholder value, the successful implementation of our business
      plans, improvement in corporate and personal performance and the retention
      of
      key employees. The program is based on a pay-for-performance philosophy and
      consists of several components: base salary, annual incentive (bonus) paid
      in
      cash, equity based long-term incentive and other employee benefits including,
      in
      the past, the provision of loans to employees.





Our
      overall objectives are:





**•** to
      attract and retain qualified executives critical to our success,





**•** to
      provide fair and competitive compensation,





**•** to
      integrate compensation with our business plans,





16


**•** to
      align the interests of management with those of shareholders, and





**•** to
      reward both business and individual performance.





The
      Compensation Committee annually reviews with the Chief Executive Officer the
      compensation packages and the performances of all senior executives of Cable
      and
      its principal business units. The Compensation Committee recommends to the
      Board
      for approval, the salary levels, bonus potential and entitlement and
      participation in equity based long-term incentives of all senior
      executives.





**Base
      Salary**





An
      executive’s base salary is determined by an assessment of his or her sustained
      performance and consideration of competitive compensation levels for the markets
      in which we operate.





**Annual
      Incentives**





Our
      executive officers are eligible for annual cash bonuses. Annual bonus awards
      are
      based on attainment of specified performance levels, principally related to
      our
      achievement of targeted operating income levels. This establishes a direct
      link
      between executive compensation and our operating performance. Specific
      additional bonus opportunities for exceptional individual or business unit
      success are also provided and are set by the Compensation Committee at the
      beginning of the fiscal year. Targeted operating income levels for Cable overall
      and each operating division for each fiscal year are based on the budgeted
      operating income, approved by the Board at the beginning of that financial
      year.





An
      individual executive’s annual incentive opportunity is established at the
      beginning of a financial year. Actual bonuses are determined principally by
      applying a formula based on Cable or division performance to each individual’s
      bonus opportunity. Applying this formula results in payments at the targeted
      opportunity level when budgeted operating income is achieved, payments below
      the
      targeted level when operating income is below budget and payments above the
      targeted level when operating income is over budget.





**Long-Term
      Incentives**





Key
      employees and officers are able to participate in RCI’s long term incentive
      plan, including its stock option plans, restricted share unit plan and deferred
      share unit plan.





An
      important objective of these plans is to encourage executives to acquire a
      meaningful direct or indirect equity ownership interest in Cable over a period
      of time and, as a result, focus executives’ attention on the long-term interests
      of Cable and its shareholders.





All
      stock options granted under stock option plans are awarded at exercise prices
      equal to the market price of the shares under option at the date the option
      was
      awarded and generally vest 25% per year, with a term of 7-10 years. Restricted
      share units have a three year term and vest 100% at the end of the three year
      term.





**Pension
      Plans**





Our
      employees participate in the RCI pension plans. We record our participation
      in
      the RCI pension plans as if we had a defined contribution plan. For the year
      ended December 31, 2006, we made contributions to the plans of approximately
      $13
      million, resulting in pension expense of the same amount. The RCI pension plans
      cover participants across the Rogers group of companies. The value of the total
      accrued pension benefit obligations and the total net assets in the RCI pension
      plans available to provide for these benefits for all Rogers group employees,
      at
      market, were approximately $631 million and $545 million, respectively, at
      the
      measurement date of September 30, 2006.





The
      Rogers Defined Benefit Pension Plan is a voluntary defined benefit pension
      plan
      requiring employee contributions ranging from 3.35% to 5%. The plan credits
      annual pension, payable at age 65, of 2% of career average earnings for each
      year of credited service, upgraded so that earnings for years before 2001 are
      replaced by 2001 earnings. Generally, the pension benefits are limited to
      maximum amounts of $1,722.22 per year of service prior to January 1, 2004,
      $1,833.33 per year of service for the 2004 plan year, $2,000.00 per year of
      service for the 2005 plan year, $2,111.11 per year of service for the 2006
      plan
      year and $2,222.22 per year of service after December 31, 2006. Remuneration
      for
      pension purposes is defined as the total of salary and commissions not including
      overtime, bonuses or other special payments. The pensions are payable monthly
      for the lifetime of the employees and a minimum of 60
      monthly payments are guaranteed.




17




**Employees**





For
      the years ended December 31, 2006, 2005 and 2004, we ended the year with
      approximately 7,990, 7,824 and 7,698 full-time equivalent employees,
      respectively.





**ITEM
      7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**





**Ownership
      Structure**





The
      following organization chart illustrates the ownership structure of Cable and
      its principal subsidiary and indicates the jurisdiction of incorporation of
      each
      entity shown as at March 1, 2007. As noted, Cable is a wholly owned subsidiary
      of Rogers Communications Inc.





On
      December 31, 2003, we executed a corporate reorganization that involved the
      transfer of substantially all of our assets to a wholly owned subsidiary RCCI.
      As part of the reorganization, our subsidiaries, Rogers Cablesystems Ontario
      Limited, Rogers Ottawa Limited/Limitée, Rogers Cable Atlantic Inc. and Rogers
      Cablesystems Georgian Bay Limited, amalgamated with and continued as RCCI.
      As a
      result of the reorganization, we, through RCCI, continue to conduct all of
      our
      operations and provide all of our services. RCCI assumed, as co-obligor, our
      obligations under the deed of trust and some of the public indentures on a
      joint
      and several basis with us.





In
      January 2006, RCI completed a re-organization whereby Cable acquired
      substantially all of the operating subsidiaries of Rogers Telecom Holdings
      Inc.
      including Rogers Telecom Inc. (“Telecom”) (previously a separate reporting
      segment of RCI). As a result of the changes to management’s reporting, Cable’s
      reporting segments changed beginning in 2006.

















18


**MAJOR
      SHAREHOLDER**





As
      of December 31, 2006, the only person or company who holds any of our voting
      shares is RCI. The following table contains information with respect to the
      holdings of our securities by RCI.





**Name
                and Jurisdiction**
            **Designation
                of Class**
            **Number
                of****Securities
                Owned**Rogers
                Communications Inc.
            Class
                A Common Shares
            100,000,000(British
                Columbia)
            Class
                B Common Shares
            118,166,003Fourth
                Preferred Shares
            306,904Seventh
                Preferred Shares
            151,800





To
      our knowledge, the only person or company beneficially owning, directly or
      indirectly, or exercising control or direction over, more than 10% of the
      outstanding voting shares of RCI is Edward S. Rogers, O.C., the President and
      Chief Executive Officer and a director of RCI and a director and the Chairman
      of
      Rogers Cable Inc., and certain companies owned or controlled by him and trusts
      for the benefit of Mr. Rogers and his family.





**Related
      Party Transactions**





This
      section is incorporated herein by reference to the “Intercompany and Related
      Party Transactions” and “Arrangements with Affiliated Companies” sections
      contained on pages 51-54 of our Management’s Discussion and Analysis for the
      year ended December 31, 2006.





**ITEM
      8 - FINANCIAL INFORMATION**





**Consolidated
      Financial Statements**





Refer
      to Item 18.





**Litigation**





There
      exist certain claims and potential claims against us, none of which is expected
      to have a material adverse effect on our consolidated financial
      position.





**Dividends**





Refer
      to Item 3 - Dividends and Distributions





**Significant
      Changes**





Refer
      to Item 4 - Information on the Company - A. History and Development of the
      Company - Recent Developments.





**ITEM
      9 - LISTING DETAILS**





Our
      common shares are wholly owned by RCI and are not listed on any securities
      exchange. In addition, our public debt securities are not listed on any
      securities exchange.





**ITEM
      10 - ADDITIONAL INFORMATION**





**Memorandum
      and Articles of Association**





This
      section is incorporated by reference to Registration Statement No. 333-113565
      filed previously with the Securities Exchange Commission (“SEC”).





**Material
      Contracts**





No
      material contract outside the ordinary course of business has been entered
      into
      by the Company since January 1, 2004.





19


**Exchange
      Controls**





Canada
      has no system of exchange controls. There are no exchange restrictions on
      borrowing from foreign countries nor on the remittance of dividends, interest,
      royalties and similar payments, management fees, loan repayments, settlements
      of
      trade debts or the repatriation of capital.





The *Investment
      Canada Act* ,
      Canada’s general foreign investment screening legislation, imposes notification
      and review obligations on non-Canadians who acquire control of an existing
      Canadian business. Depending on the nature and size of the intended transaction,
      a non-Canadian may be required to either notify the statutory agency established
      under the *Investment
      Canada Act* or
      obtain approval from the applicable Minister charged with administering the
      legislation. The statutory gross asset thresholds for Ministerial review of
      direct and indirect acquisitions of control of an existing Canadian business
      are
      $5 million and $50 million, depending upon the nature of the transaction. The
      gross asset threshold for Ministerial review of direct acquisition of control
      of
      Canadian businesses by a World Trade Organization Investor is currently $250
      million. Indirect acquisitions by a World Trade Organization Investor are
      generally no longer reviewable. However, the non-review provisions and the
      higher threshold for direct acquisitions of a Canadian business by a World
      Trade
      Organization Investor do not apply if the acquired business is involved in
      certain specified industries such as uranium production, financial services,
      transportation services and cultural businesses (including book, video and
      film
      production and distribution, radio, television and cable television
      undertakings, satellite programming and broadcast network services). Moreover,
      even if the acquisition falls below the threshold, if it is in respect of a
      business activity that is related to Canada’s cultural heritage or national
      identity, it may be reviewed by the Minister whatever the size of the business.
      Cable understands that as a result of current policy of the relevant minister,
      the acquisition of control of Cable by a non-Canadian would not be permitted
      under *the
      Investment Canada Act* .
      A non-Canadian may be ordered to divest itself of any investment completed
      without prior approval if the transaction implementing the investment was
      reviewable under the *Investment*  *Canada
      Act* and,
      on review, the Minister is not satisfied that such investment is likely to
      be of
      net benefit to Canada. Under the *Investment
      Canada Act* ,
      factors relevant to the determination of net benefit to Canada include the
      effect of the acquisition on employment, resource processing, sourcing,
      participation by Canadians in the business to be acquired, productivity,
      industrial efficiency, competition and the compatibility of the acquisition
      with
      national industrial economic policies.





For
      other limitations, refer to the “Government Regulation and Regulatory
      Developments - Restrictions on Non-Canadian Ownership and Control” section
      contained on page 35 of our Management’s Discussion and Analysis for the year
      ended December 31, 2006.





**Taxation**





The
      following summary describes the material Canadian federal income tax
      consequences to a holder of Cable’s public debt securities (the “Securities”)
      who is a non-resident of Canada. The summary is based on the current provisions
      of the *Income
      Tax Act (Canada)* (the
      “Tax Act”) and the regulations thereunder, all specific proposals to amend the
      Tax Act and the regulations announced prior to the date hereof and the company’s
      understanding of the published administrative practices of Canada Revenue
      Agency. This summary does not take into account or anticipate any other changes
      in the law, whether by judicial, governmental or legislative decision or action,
      nor does it take into account tax legislation or considerations of any province
      or territory of Canada or any jurisdiction other than Canada.





**This
      summary is of a general nature only and is not intended to be, and
      should**  **not
      be interpreted as, legal or tax advice to any particular holder of
      the**  **securities
      or any other party.**





The
      payment by us of interest, principal or premium on the securities to a holder
      who is a non-resident of Canada and with whom we deal at arm’s length within the
      meaning of the Tax Act at the time of making the payment will be exempt from
      Canadian withholding tax. For the purposes of the Tax Act, related persons
      (as
      defined therein) are deemed not to deal at arm’s length and it is a question of
      fact whether persons not related to each other deal at arm’s
      length.





No
      other taxes on income (including taxable capital gains) will be payable under
      the Tax Act in respect of the holding, redemption or disposition of the
      securities or the receipt of interest or premium thereon by holders who are
      neither residents nor deemed to be residents of Canada for the purposes of
      the
      Tax Act and who do not use or hold and are not deemed to use or hold the
      Securities in carrying on business in Canada for the purposes of the Tax Act,
      except that in certain circumstances holders who are non-resident insurers
      carrying on an insurance business in Canada and elsewhere may be subject to
      such
      taxes.







20


**Documents
      on Display**





The
      descriptions of each contract, agreement or other document filed as an exhibit
      to this report on Form 20-F are summaries only and do not purport to be
      complete. Each such description is qualified in its entirety by reference to
      such exhibit for a more complete description of the matter
      involved.





We
      are subject to the informational requirements of the Securities Exchange Act
      of
      1934 and in accordance therewith we file reports and other information with
      the
      SEC. Such reports, and other information can be inspected, without charge,
      and
      copies may be obtained at prescribed rates, at the public reference facilities
      maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. You may obtain
      information about the operation of the public reference room by calling the
      SEC
      at 1-888-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
      reports and other information we have filed electronically with the
      SEC.





**ITEM
      11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





This
      section is incorporated herein by reference - to the “Liquidity and Capital
      Resources - Interest Rate and Foreign Exchange Management” section on pages
      31-32 of our Management’s Discussion and Analysis for the year ended December
      31, 2006.





**ITEM
      12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**





Not
      applicable.





**PART
      II**





**ITEM
      13 - DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES**





None.





**ITEM
      14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE
      OF**  **PROCEEDS**





Not
      applicable.





**ITEM
      15 - DISCLOSURE CONTROLS AND PROCEDURES**





As
      of the end of the period covered by this report (the “Evaluation Date”), 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 effective.





Since
      the last evaluation by the Company’s management of the Company’s internal
      controls, the implementation of a new integrated Oracle based financial system
      during the year allowed the Company to take steps to strengthen its internal
      controls over financial reporting. The Company believes that additional changes
      to the control processes and procedures over accounts payable and certain
      accrued liabilities, which were finalized in the fourth quarter, have enhanced
      our system of internal controls.





**ITEM
      16A - AUDIT COMMITTEE FINANCIAL EXPERT**





Our
      Board of Directors has determined that we have at least one “audit committee
      financial expert” (as defined in the instructions for Item 16A of Form 20-F),
      serving on its Audit Committee. The audit committee financial expert
      is John H. Clappison, who has been determined by the Board to be an independent
      director. The Board’s determination does not impose greater duties, obligations
      or liabilities on Mr. Clappison nor does it affect the duties, obligations
      or
      liabilities of other members of the Audit Committee or Board.





**ITEM
      16B - CODE OF CONDUCT AND ETHICS**





We
      have adopted a Code of Conduct and Ethics that applies to all directors and
      the
      Business Conduct Guidelines that apply to all officers and employees (the Codes)
      which can be found on the Rogers website under the Corporate Governance section
      at www.rogers.com.
      A copy of the Codes will be provided upon request to Investor Relations, 333
      Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9.






21









**ITEM
      16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES**





The
      following table presents fees for professional services rendered by KPMG LLP
      to
      us for the audit of our annual financial statements for 2006 and 2005, and
      fees
      billed for other services rendered by KPMG LLP.





**Year
                ended December 31,****2006**
            
            **2005**Audit
                fees(1)
            
            $
            1,634,320
            
            $
            789,600Audit-related
                fees (2)
            
            
            0
            
            
            86,620Tax
                fees (3)
            
            
            143,439
            
            
            20,000All
                other fees
            
            
            -
            
            
            -Total
            
            $
            1,777,759
            
            $
            896,220


____________


Notes :


(1) Consist
      of fees related to statutory audits, related audit work in connection with
      registration statements and other filings with various regulatory authorities,
      quarterly reviews of interim financial statements and accounting consultations
      related to the audited financial statements.





(2)  Consist
      mainly of regulatory audits and reviews, advice relating to compliance with
      Canadian and U.S. rules on internal controls and other specified procedures
      audits.





(3) Consist
      of fees for tax consultation and compliance services.





**Pre-Approval
      Policies and Procedures:**





Our
      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. None of the audit-related fees,
      tax
      fees or all other fees described in the table above were approved by the Audit
      Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation
      S-X.





1. Annually
      we will provide the Audit Committee with a list of the audit-related and
      non-audit services that are anticipated to be provided during the year for
      pre-approval. 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 list
      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.





22


**PART
      III**





**ITEM
      17 - FINANCIAL STATEMENTS**





Not
      applicable.





**ITEM
      18 - FINANCIAL STATEMENTS**





This
      section is incorporated herein by reference to the Consolidated Financial
      Statements filed with the SEC under cover of a Form 6-K on March 30,
      2007.





**ITEM
      19 - EXHIBITS**


**EXHIBIT
        INDEX**
 
 **Exhibit**
                **Number**
              
              **Description**†1.1
              —
              Certificate
                  and Articles of Amalgamation of Rogers Cable Inc. and Certificates
                  and
                  Articles of Amendment thereof***1.2
              —
              Certificate
                  and Articles of Amendment of Rogers Cable Inc., dated as of January
                  9,
                  2006, creating the Ninth Preferred Shares†1.3
              —
              By-laws
                  of Rogers Cable Inc.2.1
              —
              Rogers
                  Cable Inc. agrees to furnish to the Commission on request a copy
                  of any
                  instrument defining the rights of holders of long-term debt of
                  Rogers
                  Cable Inc. and of any subsidiary for which consolidated or unconsolidated
                  financial statements are required to be filed**2.2
              —
              Restated
                  Deed of Trust and Mortgage, dated as of January 31, 1995, between
                  Rogers
                  Cable Inc. and National Trust Company†2.3
              —
              First
                  Supplemental Deed of Trust and Mortgage, dated as of December 31,
                  2003,
                  among Rogers Cable Inc., Rogers Cable Communications Inc. and National
                  Trust Company2.4
              —
              Second
                  Supplemental Deed of Trust and Mortgage, dated as of August 31,
                  2006,
                  among Rogers Cable Inc., Rogers Cable Communications Inc. and National
                  Trust Company*2.5
              —
              Second
                  Amended and Restated Loan Agreement, dated as of January 31, 2002,
                  among
                  Rogers Cable Inc., as Borrower, The Toronto-Dominion Bank, as
                  Administration Agent, and the lenders named therein2.6
              —
              First
                  Amendment to Second Amended and Restated Loan Agreement, dated
                  as of
                  September 10, 2003, among Rogers Cable Inc., as Borrower, The
                  Toronto-Dominion Bank, as Administration Agent, and the lenders
                  named
                  therein2.7
              —
              Second
                  Amendment to Second Amended and Restated Loan Agreement, dated
                  as of June
                  22, 2005, among Rogers Cable Inc., as Borrower, The Toronto-Dominion
                  Bank,
                  as Administration Agent, and the lenders named therein2.8
              —
              Third
                  Amendment to Second Amended and Restated Loan Agreement, dated
                  July 14,
                  2006, among Rogers Cable Inc., as Borrower, The Toronto-Dominion
                  Bank, as
                  Administration Agent, and the lender named therein.*2.9
              —
              Indenture,
                  dated as of April 30, 2002, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, as Trustee, relating to the 7.875% Senior
                  (Secured)
                  Second Priority Notes due 2012†2.10
              —
              First
                  Supplemental Indenture dated as of December 31, 2003, among Rogers
                  Cable
                  Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
                  with
                  respect to the 7.875% Senior (Secured) Second Priority Notes due
                  2012*2.11
              —
              Indenture,
                  dated as of April 30, 2002, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, as Trustee, relating to the 8.750% Senior
                  (Secured)
                  Second Priority Debentures due 2032†2.12
              —
              First
                  Supplemental Indenture, dated December 31, 2003, among Rogers Cable
                  Inc.,
                  Rogers Cable Communications Inc. and JPMorgan Chase Bank, with
                  respect to
                  the 8.750% Senior (Secured) Second Priority Debentures due
                  2032††2.13
              —
              Indenture
                  dated as of June 19, 2003, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, as Trustee, relating to the 6.25% Senior (Secured)
                  Second Priority Notes due 2013†2.14
              —
              First
                  Supplemental Indenture dated December 31, 2003, among Rogers Cable
                  Inc.,
                  Rogers Cable Communications Inc. and JPMorgan Chase Bank, with
                  respect to
                  the 6.25% Senior (Secured) Second Priority Notes due 2013†2.15
              —
              Indenture,
                  dated as of March 11, 2004, between Rogers Cable Inc., as Issuer,
                  Rogers
                  Cable Communications Inc. and JPMorgan Chase Bank, as Trustee,
                  relating to
                  the 5.500% Senior (Secured) Second Priority Notes due 2014†††2.16
              —
              Indenture,
                  dated as of November 30, 2004, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, N.A., as Trustee, relating to the 6.75% Senior
                  (Secured) Second Priority Notes due 2015†††2.17
              —
              Indenture,
                  dated as of November 30, 2004, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, N.A., as Trustee, relating to the 7.25% Senior
                  (Secured) Second Priority Notes due 20118.1
              —
              Subsidiaries
                  of Rogers Cable Inc.12.1
              —
              Certification
                  of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley
                  Act of 200212.2
              —
              Certification
                  of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley
                  Act of 2002
  23
   **Exhibit**
                **Number**
              
              **Description**
 #12.3
              —
              Certification
                  pursuant to section 906 of the Sarbanes-Oxley Act of 200212.4
              —
              Schedule
                  of Valuation and Qualifying Accounts12.5
              —
              Report
                  of Independent Registered Public Accounting Firm
 
 †
              Filed
                  as an exhibit to Registration Statement No. 333-113565 and incorporated
                  herein by reference thereto††
              Filed
                  as an exhibit to Registration Statement No. 333-106348 and incorporated
                  herein by reference thereto†††
              Filed
                  as an exhibit to Registration Statement No. 333-120934 and incorporated
                  herein by reference thereto*
              Filed
                  as an exhibit to Registration Statement No. 333-87972 and incorporated
                  herein by reference thereto**
              Filed
                  as an exhibit to Registration Statement No. 33-90714 and incorporated
                  herein by reference thereto***
              Filed
                  as an exhibit to the registrant’s Form 20-F filed on March 9, 2006,
                  and incorporated herein by reference thereto#
              This
                  exhibit shall not be deemed “filed” for purposes of Section 18 of The
                  Securities Exchange Act of 1934 or otherwise subject to the liabilities
                  of
                  that section, nor shall it be deemed incorporated by reference
                  on any
                  filling under The Securities Act of 1933 or The Securities Exchange
                  Act of
                  1934, whether made before or after the date hereof and irrespective
                  of any
                  general incorporation language in any
                  filings.





24





**SIGNATURES**





The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F and that it has duly caused and authorized the undersigned to sign
      this annual report on its behalf.





**ROGERS
                CABLE INC.**(Registrant)*March
                28, 2007*
            
            */s/
                Edward S. Rogers*(Date)
            
            Edward
                S. RogersVice
                Chairman*March
                28, 2007*
            
            */s/
                William W. Linton*(Date)
            
            William
                W. LintonSenior
                Vice President








25


**EXHIBIT
      INDEX**




**Exhibit**
                **Number**
              
              **Description**†1.1
              —
              Certificate
                  and Articles of Amalgamation of Rogers Cable Inc. and Certificates
                  and
                  Articles of Amendment thereof***1.2
              —
              Certificate
                  and Articles of Amendment of Rogers Cable Inc., dated as of January
                  9,
                  2006, creating the Ninth Preferred Shares†1.3
              —
              By-laws
                  of Rogers Cable Inc.2.1
              —
              Rogers
                  Cable Inc. agrees to furnish to the Commission on request a copy
                  of any
                  instrument defining the rights of holders of long-term debt of
                  Rogers
                  Cable Inc. and of any subsidiary for which consolidated or unconsolidated
                  financial statements are required to be filed**2.2
              —
              Restated
                  Deed of Trust and Mortgage, dated as of January 31, 1995, between
                  Rogers
                  Cable Inc. and National Trust Company†2.3
              —
              First
                  Supplemental Deed of Trust and Mortgage, dated as of December 31,
                  2003,
                  among Rogers Cable Inc., Rogers Cable Communications Inc. and National
                  Trust Company2.4
              —
              Second
                  Supplemental Deed of Trust and Mortgage, dated as of August 31,
                  2006,
                  among Rogers Cable Inc., Rogers Cable Communications Inc. and National
                  Trust Company*2.5
              —
              Second
                  Amended and Restated Loan Agreement, dated as of January 31, 2002,
                  among
                  Rogers Cable Inc., as Borrower, The Toronto-Dominion Bank, as
                  Administration Agent, and the lenders named therein2.6
              —
              First
                  Amendment to Second Amended and Restated Loan Agreement, dated
                  as of
                  September 10, 2003, among Rogers Cable Inc., as Borrower, The
                  Toronto-Dominion Bank, as Administration Agent, and the lenders
                  named
                  therein2.7
              —
              Second
                  Amendment to Second Amended and Restated Loan Agreement, dated
                  as of June
                  22, 2005, among Rogers Cable Inc., as Borrower, The Toronto-Dominion
                  Bank,
                  as Administration Agent, and the lenders named therein2.8
              —
              Third
                  Amendment to Second Amended and Restated Loan Agreement, dated
                  July 14,
                  2006, among Rogers Cable Inc., as Borrower, The Toronto-Dominion
                  Bank, as
                  Administration Agent, and the lender named therein.*2.9
              —
              Indenture,
                  dated as of April 30, 2002, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, as Trustee, relating to the 7.875% Senior
                  (Secured)
                  Second Priority Notes due 2012†2.10
              —
              First
                  Supplemental Indenture dated as of December 31, 2003, among Rogers
                  Cable
                  Inc., Rogers Cable Communications Inc. and JPMorgan Chase Bank,
                  with
                  respect to the 7.875% Senior (Secured) Second Priority Notes due
                  2012*2.11
              —
              Indenture,
                  dated as of April 30, 2002, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, as Trustee, relating to the 8.750% Senior
                  (Secured)
                  Second Priority Debentures due 2032†2.12
              —
              First
                  Supplemental Indenture, dated December 31, 2003, among Rogers Cable
                  Inc.,
                  Rogers Cable Communications Inc. and JPMorgan Chase Bank, with
                  respect to
                  the 8.750% Senior (Secured) Second Priority Debentures due
                  2032††2.13
              —
              Indenture
                  dated as of June 19, 2003, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, as Trustee, relating to the 6.25% Senior (Secured)
                  Second Priority Notes due 2013†2.14
              —
              First
                  Supplemental Indenture dated December 31, 2003, among Rogers Cable
                  Inc.,
                  Rogers Cable Communications Inc. and JPMorgan Chase Bank, with
                  respect to
                  the 6.25% Senior (Secured) Second Priority Notes due 2013†2.15
              —
              Indenture,
                  dated as of March 11, 2004, between Rogers Cable Inc., as Issuer,
                  Rogers
                  Cable Communications Inc. and JPMorgan Chase Bank, as Trustee,
                  relating to
                  the 5.500% Senior (Secured) Second Priority Notes due 2014†††2.16
              —
              Indenture,
                  dated as of November 30, 2004, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, N.A., as Trustee, relating to the 6.75% Senior
                  (Secured) Second Priority Notes due 2015†††2.17
              —
              Indenture,
                  dated as of November 30, 2004, between Rogers Cable Inc., as Issuer,
                  and
                  JPMorgan Chase Bank, N.A., as Trustee, relating to the 7.25% Senior
                  (Secured) Second Priority Notes due 20118.1
              —
              Subsidiaries
                  of Rogers Cable Inc.


26
  **Exhibit**
                **Number**
              
              **Description**
 12.1
              —
              Certification
                  of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley
                  Act of 200212.2
              —
              Certification
                  of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley
                  Act of 2002#12.3
              —
              Certification
                  pursuant to section 906 of the Sarbanes-Oxley Act of 200212.4
              —
              Schedule
                  of Valuation and Qualifying Accounts12.5
              —
              Report
                  of Independent Registered Public Accounting Firm
 
 †
              Filed
                  as an exhibit to Registration Statement No. 333-113565 and incorporated
                  herein by reference thereto††
              Filed
                  as an exhibit to Registration Statement No. 333-106348 and incorporated
                  herein by reference thereto†††
              Filed
                  as an exhibit to Registration Statement No. 333-120934 and incorporated
                  herein by reference thereto*
              Filed
                  as an exhibit to Registration Statement No. 333-87972 and incorporated
                  herein by reference thereto**
              Filed
                  as an exhibit to Registration Statement No. 33-90714 and incorporated
                  herein by reference thereto***
              Filed
                  as an exhibit to the registrant’s Form 20-F filed on March 9, 2006,
                  and incorporated herein by reference thereto#
              This
                  exhibit shall not be deemed “filed” for purposes of Section 18 of The
                  Securities Exchange Act of 1934 or otherwise subject to the liabilities
                  of
                  that section, nor shall it be deemed incorporated by reference
                  on any
                  filling under The Securities Act of 1933 or The Securities Exchange
                  Act of
                  1934, whether made before or after the date hereof and irrespective
                  of any
                  general incorporation language in any
                  filings.






27