SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549

                             FORM 8-K

                          CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

Date of Report (Date of earliest event reported):  February 27, 1998

                  LANCIT MEDIA ENTERTAINMENT, LTD.
       (Exact name of registrant as specified in its charter)


          New York                 0-23414              13-3019470
        ------------           ---------------        --------------
(State or other jurisdiction     (Commission         (I.R.S. Employer
    of incorporation)            File Number)       Identification No.)


      601 West 50th St., New York, NY                 10019
      ------------------------------------        -------------
    (Address of principal executive offices)        (Zip Code)


 Registrant's telephone number, including area code:  (212) 977-9100
                                                      ---------------




<PAGE>
ITEM 5. OTHER EVENTS

     On February 27,  1998,  the Company  entered into an Agreement  and Plan of
Merger with RCN  Corporation  ("RCN")  and RCN's  wholly-owned  subsidiary,  LME
Acquisition  Corporation ("Merger Sub"), providing for the merger (the "Merger")
of Merger Sub with and into the Company,  such that  immediately  following  the
Merger, the Company will be a wholly-owned subsidiary of RCN.

Pursuant to the agreement,  each share of Lancit common stock outstanding at the
effective  time of the Merger will be converted into the right to receive merger
consideration  in the form of a fraction of a share of RCN common  stock,  which
fraction of a share would have a value of $1.20 (subject to certain  adjustments
as set forth in the  agreement),  based upon the average of the  closing  prices
(last sales) of RCN common stock on The Nasdaq Stock Market for the five trading
days  preceding the effective  date of the Merger.  However,  if such average is
less than $48,  the value of the RCN common  stock for  purposes of the exchange
would be fixed at $48,  and if such  average  exceeds  $58,  such value would be
fixed at $58.  Consummation  of the Merger is subject to  customary  conditions,
including   approval  by  the   Company's   shareholders   and  the  filing  and
effectiveness of a registration statement of RCN.

     In  connection  with the  execution  and  delivery  of the  agreement,  the
following agreements were executed by the parties indicated:

     (i)  the Voting  Agreement,  dated as of February  27,  1998,  between RCN,
          Merger Sub, the  Company,  Cecily  Truett,  Laurence A. Lancit and The
          Lancit Children's Trust;

     (ii) the Agreement,  dated February 27, 1998,  between Susan Solomon,  RCN,
          the Company and Merger Sub;

     (iii)the Consulting  Agreement,  dated  February 27, 1998,  between RCN and
          Susan Solomon;

     (iv) the Waiver,  dated February 27, 1998,  between Cecily Truett,  RCN and
          the Company; and

     (v)  the Waiver,  dated February 27, 1998,  between Laurence A. Lancit, RCN
          and the Company.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired

           Not applicable

     (b)  Pro Forma Financial Information

           Not applicable

     (c)  Exhibits

           The following exhibits are filed with this report:

            --------------------------------------------------------

            Exhibit    Description
             Number
            --------------------------------------------------------
            --------------------------------------------------------

               2.1     Agreement  and Plan of Merger  dated as of  February  27,
                       1998 between RCN Corporation, LME Acquisition Corporation
                       and Lancit Media Entertainment, Ltd.
            --------------------------------------------------------
            --------------------------------------------------------
<PAGE>

               99.1    Voting Agreement, dated as of February 27,
                       1998, between RCN Corporation, LME
                       Acquisition Corporation, Lancit Media
                       Entertainment, Ltd., Cecily Truett,
                       Laurence A. Lancit and The Lancit
                       Children's Trust
            --------------------------------------------------------
            --------------------------------------------------------

               99.2    Agreement, dated February 27, 1998, between
                       Susan Solomon, RCN Corporation, Lancit
                       Media Entertainment, Ltd. and LME
                       Acquisition Corporation
            --------------------------------------------------------
            --------------------------------------------------------

               99.3    Consulting  Agreement,  dated February 27, 1998,  between
                       RCN Corporation and Susan Solomon
            --------------------------------------------------------
            --------------------------------------------------------

               99.4    Waiver,  dated February 27, 1998,  between Cecily Truett,
                       RCN Corporation and Lancit Media Entertainment, Ltd.
            --------------------------------------------------------
            --------------------------------------------------------

               99.5    Waiver, dated February 27, 1998, between
                       Laurence A. Lancit, RCN Corporation and
                       Lancit Media Entertainment, Ltd.
            --------------------------------------------------------


                             SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    LANCIT MEDIA ENTERTAINMENT, LTD.


                                    By: /s/ CECILY TRUETT
                                        -----------------------
                                        Cecily Truett
                                        Co-President
Dated:  March 6, 1998
<PAGE>

                            EXHIBIT INDEX


           Exhibit Number                      Description

                 2.1                Agreement  and  Plan of  Merger  dated as of
                                    February 27, 1998  between RCN  Corporation,
                                    LME Acquisition Corporation and Lancit Media
                                    Entertainment, Ltd.

                99.1                Voting Agreement, dated as
                                    of February 27, 1998, between
                                    RCN Corporation, LME
                                    Acquisition Corporation,
                                    Lancit Media Entertainment,
                                    Ltd., Cecily Truett, Laurence
                                    A. Lancit and The Lancit
                                    Children's Trust

                99.2                Agreement, dated February 27,
                                    1998, between Susan Solomon,
                                    RCN Corporation, Lancit Media
                                    Entertainment, Ltd. and LME
                                    Acquisition Corporation

                99.3                Consulting Agreement, dated
                                    February 27, 1998, between
                                    RCN Corporation and Susan
                                    Solomon

                99.4                Waiver,  dated  February 27,  1998,  between
                                    Cecily Truett,  RCN  Corporation  and Lancit
                                    Media Entertainment, Ltd.

                99.5                Waiver, dated February 27,
                                    1998, between Laurence A.
                                    Lancit, RCN Corporation and
                                    Lancit Media Entertainment,
                                    Ltd.
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 8370}]
{"company-data": {"conformed-name": "LANCIT MEDIA ENTERTAINMENT LTD", "cik": "0000868796", "assigned-sic": "7812", "irs-number": "133019470", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23414", "film-number": "98559659"}, "business-address": {"street1": "601 W 50TH ST 6TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2129779100"}, "mail-address": {"street1": "601 WEST 50TH ST 6TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "LANCIT MEDIA PRODUCTIONS LTD", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549

                             FORM 8-K

                          CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                               1934

Date of Report (Date of earliest event reported):  February 27, 1998

                  LANCIT MEDIA ENTERTAINMENT, LTD.
       (Exact name of registrant as specified in its charter)

          New York                 0-23414              13-3019470
        ------------           ---------------        --------------
(State or other jurisdiction     (Commission         (I.R.S. Employer
    of incorporation)            File Number)       Identification No.)

      601 West 50th St., New York, NY                 10019
      ------------------------------------        -------------
    (Address of principal executive offices)        (Zip Code)

 Registrant's telephone number, including area code:  (212) 977-9100
                                                      ---------------
ITEM 5. OTHER EVENTS

     On February 27,  1998,  the Company  entered into an Agreement  and Plan of
Merger with RCN  Corporation  ("RCN")  and RCN's  wholly-owned  subsidiary,  LME
Acquisition  Corporation ("Merger Sub"), providing for the merger (the "Merger")
of Merger Sub with and into the Company,  such that  immediately  following  the
Merger, the Company will be a wholly-owned subsidiary of RCN.

Pursuant to the agreement,  each share of Lancit common stock outstanding at the
effective  time of the Merger will be converted into the right to receive merger
consideration  in the form of a fraction of a share of RCN common  stock,  which
fraction of a share would have a value of $1.20 (subject to certain  adjustments
as set forth in the  agreement),  based upon the average of the  closing  prices
(last sales) of RCN common stock on The Nasdaq Stock Market for the five trading
days  preceding the effective  date of the Merger.  However,  if such average is
less than $48,  the value of the RCN common  stock for  purposes of the exchange
would be fixed at $48,  and if such  average  exceeds  $58,  such value would be
fixed at $58.  Consummation  of the Merger is subject to  customary  conditions,
including   approval  by  the   Company's   shareholders   and  the  filing  and
effectiveness of a registration statement of RCN.

     In  connection  with the  execution  and  delivery  of the  agreement,  the
following agreements were executed by the parties indicated:

     (i)  the Voting  Agreement,  dated as of February  27,  1998,  between RCN,
          Merger Sub, the  Company,  Cecily  Truett,  Laurence A. Lancit and The
          Lancit Children's Trust;

     (ii) the Agreement,  dated February 27, 1998,  between Susan Solomon,  RCN,
          the Company and Merger Sub;

     (iii)the Consulting  Agreement,  dated  February 27, 1998,  between RCN and
          Susan Solomon;

     (iv) the Waiver,  dated February 27, 1998,  between Cecily Truett,  RCN and
          the Company; and

     (v)  the Waiver,  dated February 27, 1998,  between Laurence A. Lancit, RCN
          and the Company.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired

           Not applicable

     (b)  Pro Forma Financial Information

           Not applicable

     (c)  Exhibits

           The following exhibits are filed with this report:

            --------------------------------------------------------

            Exhibit    Description
             Number
            --------------------------------------------------------
            --------------------------------------------------------

               2.1     Agreement  and Plan of Merger  dated as of  February  27,
                       1998 between RCN Corporation, LME Acquisition Corporation
                       and Lancit Media Entertainment, Ltd.
            --------------------------------------------------------
            --------------------------------------------------------
99.1    Voting Agreement, dated as of February 27,
                       1998, between RCN Corporation, LME
                       Acquisition Corporation, Lancit Media
                       Entertainment, Ltd., Cecily Truett,
                       Laurence A. Lancit and The Lancit
                       Children's Trust
            --------------------------------------------------------
            --------------------------------------------------------

               99.2    Agreement, dated February 27, 1998, between
                       Susan Solomon, RCN Corporation, Lancit
                       Media Entertainment, Ltd. and LME
                       Acquisition Corporation
            --------------------------------------------------------
            --------------------------------------------------------

               99.3    Consulting  Agreement,  dated February 27, 1998,  between
                       RCN Corporation and Susan Solomon
            --------------------------------------------------------
            --------------------------------------------------------

               99.4    Waiver,  dated February 27, 1998,  between Cecily Truett,
                       RCN Corporation and Lancit Media Entertainment, Ltd.
            --------------------------------------------------------
            --------------------------------------------------------

               99.5    Waiver, dated February 27, 1998, between
                       Laurence A. Lancit, RCN Corporation and
                       Lancit Media Entertainment, Ltd.
            --------------------------------------------------------

                             SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    LANCIT MEDIA ENTERTAINMENT, LTD.

                                    By: /s/ CECILY TRUETT
                                        -----------------------
                                        Cecily Truett
                                        Co-President
Dated:  March 6, 1998
EXHIBIT INDEX

           Exhibit Number                      Description

                 2.1                Agreement  and  Plan of  Merger  dated as of
                                    February 27, 1998  between RCN  Corporation,
                                    LME Acquisition Corporation and Lancit Media
                                    Entertainment, Ltd.

                99.1                Voting Agreement, dated as
                                    of February 27, 1998, between
                                    RCN Corporation, LME
                                    Acquisition Corporation,
                                    Lancit Media Entertainment,
                                    Ltd., Cecily Truett, Laurence
                                    A. Lancit and The Lancit
                                    Children's Trust

                99.2                Agreement, dated February 27,
                                    1998, between Susan Solomon,
                                    RCN Corporation, Lancit Media
                                    Entertainment, Ltd. and LME
                                    Acquisition Corporation

                99.3                Consulting Agreement, dated
                                    February 27, 1998, between
                                    RCN Corporation and Susan
                                    Solomon

                99.4                Waiver,  dated  February 27,  1998,  between
                                    Cecily Truett,  RCN  Corporation  and Lancit
                                    Media Entertainment, Ltd.

                99.5                Waiver, dated February 27,
                                    1998, between Laurence A.
                                    Lancit, RCN Corporation and
                                    Lancit Media Entertainment,
                                    Ltd.