AMENDING AGREEMENT

                                                                     Exhibit 3.2

                               AMENDING AGREEMENT

                  THIS AGREEMENT dated as of the 3rd day of June, 2003 between
TD SECURITIES INC. ("TD") and XXXXXX COMMUNICATIONS INC. ("Rogers") witnesses
that:

                  WHEREAS TD, Scotia Capital Inc., CIBC World Markets Inc., RBC
Dominion Securities Inc. ("RBC") and Xxxxxxxxx XxXxxxxx & Partners
(collectively, the "Underwriters") entered into an underwriting agreement (the
"Underwriting Agreement") dated May 28, 2003 with Rogers in connection with the
issuance and sale by Rogers to the Underwriters of 12,722,647 Class B Non-Voting
Shares (the "Shares") of Rogers;

                  AND WHEREAS the parties hereto wish to amend the Underwriting
Agreement as set forth herein;

                  AND WHEREAS pursuant to Section 15 of the Underwriting
Agreement any agreement, waiver, order, notice (other than a notice pursuant to
Section 9 of the Underwriting Agreement), direction, receipt or other action to
be made, given or taken by the Underwriters under the Underwriting Agreement may
be made or given by TD on behalf of each of the Underwriters;

                  NOW THEREFORE in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each party), the parties agree as follows:

1.    CAPITALIZED TERMS AND SECTION REFERENCE. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed thereto in the
Underwriting Agreement.

2.    AMENDMENT. Section 10 of the Underwriting Agreement is hereby amended to
increase the obligation of TD to 44.5% and to decrease the obligation of RBC to
10.0%, so that each of the Underwriters shall be severally obligated to purchase
only the percentage of the aggregate number of Shares set opposite its name as
follows:


                  TD Securities Inc.                 44.5%
                  Scotia Capital Inc.                30.0%
                  CIBC World Markets Inc.            12.0%
                  RBC Dominion Securities Inc.       10.0%
                  Xxxxxxxxx XxXxxxxx & Partners       3.5%


3.    UNDERWRITING AGREEMENT REMAINS IN FULL FORCE AND EFFECT. Except as
specifically amended hereby, all of the provisions of the Underwriting Agreement
shall remain in full force and effect, and shall not be amended by this
Agreement.

                  IN WITNESS WHEREOF the parties have executed this Agreement as
of the date first written above.


                                     TD SECURITIES INC.


                                     By: /s/ Xxxxxx Xxxxxx
                                         Name: Xxxxxx Xxxxxx
                                         Authorized Signatory



                                     XXXXXX COMMUNICATIONS INC.


                                     By: /s/ Xxxx X. Xxxx
                                         Name: Xxxx X. Xxxx
                                         Authorized Signatory


                                     By: /s/ Xxxxxxxx Xxxx
                                         Name: Xxxxxxxx Xxxx
                                         Authorized Signatory