SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

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


                         March 1, 2004 (March 1, 2004)
                ------------------------------------------------
                Date of Report (Date of earliest event reported)


                                 RCN Corporation
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


    Delaware                      0-22825                   22-3498533
-------------------------------------------------------------------------------
   (State of               (Commission File No.)            (IRS Employer
Incorporation)                                           Identification Number)


                               105 Carnegie Center
                            Princeton, NJ 08540-6215
          -------------------------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (609) 734-3700
          ------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.  Other Events and Required FD Disclosure

         On March 1, 2004, RCN Corporation announced that negotiations with its
senior secured lenders (the "Lenders"), members of an ad hoc committee of
holders of its Senior Notes (the "Noteholders' Committee") and others on a
consensual financial restructuring of its balance sheet are continuing. In
connection with the continuing negotiations, RCN Corporation, the Lenders and
members of the Noteholders' Committee have agreed to extend expiration of their
previously announced forbearance agreements until March 15, 2004. The press
release with respect thereto is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

         (a)    Exhibits

                Exhibit 99.1 RCN Corporation Press Release dated March 1, 2004.


<PAGE>



                                   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.


                                    RCN Corporation


                                    By:  /s/ W. Terrell Wingfield, Jr.
                                        -----------------------------------
                                    Name:   W. Terrell Wingfield, Jr.
                                    Title:  General Counsel and Corporate
                                             Secretary

Date: March 1, 2004

<PAGE>


                                 EXHIBIT INDEX


Exhibit No.

99.1             RCN Corporation Press Release dated March 1, 2004.



<PAGE>

                                                                  Exhibit 99.1

                                                            105 Carnegie Center
                                                            Princeton, NJ 08540

Contact:
Ellen Gonda, Brunswick Group, 212-333-3810
Barak Bar-Cohen, RCN Public Relations, 609-919-8144
Jim Downing, RCN Investor Relations, 609-734-3718

Restructuring Information:  www.rcntomorrow.com

              RCN Continues Financial Restructuring Negotiations;
              Extends Forbearance Agreements with Senior Lenders
                           and Noteholders Committee

PRINCETON, N.J., March 1, 2004 - RCN Corporation (Nasdaq: RCNC) announced
today that negotiations with its senior secured lenders (the "Lenders"),
members of an ad hoc committee of holders of its Senior Notes (the
"Noteholders' Committee") and others on a consensual financial restructuring
of its balance sheet are continuing. In connection with the continuing
negotiations, the Company, the Lenders and members of the Noteholders'
Committee have agreed to extend expiration of their previously announced
forbearance agreements until March 15, 2004. RCN remains hopeful that these
negotiations will lead to agreement on a consensual financial restructuring
plan in the near term, although there is no assurance this will occur.

Under the forbearance agreements, the Lenders and members of the Noteholders'
Committee have agreed not to declare any Events of Default, which they would
be entitled but not required to do, under RCN's senior credit facilities or
RCN's senior notes, respectively, as a result of RCN not making an interest
payment on its 10 1/8% Senior Notes due 2010 (the "10 1/8% Senior Notes").

RCN has said that it expects any financial restructuring to be implemented
through a reorganization of RCN Corporation under chapter 11. RCN believes
that a consensual financial restructuring pursuant to a chapter 11
reorganization would achieve the most successful financial outcome for the
company and its constituents. RCN does not intend that its market operating
subsidiaries be included in such a chapter 11 filing, although there is no
assurance this will occur. Additionally, it is anticipated that a filing at
the holding company level would not have any adverse effect on customers and
vendors. Since financial restructuring negotiations are ongoing, the treatment
of existing creditor and stockholder interests in the company is uncertain at
this time. However, RCN has said that the restructuring will likely result in
a conversion of a substantial portion of its outstanding Senior Notes into
equity and an extremely significant, if not complete, dilution of current
equity.

RCN's objective is to reach agreement on a consensual financial restructuring
plan during the current forbearance period. If financial restructuring
negotiations were to proceed beyond that period or were to end, however,
additional forbearance, waiver and/or amendment agreements would be needed to
support RCN's continuing operations. In addition, in the absence of an
agreement on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the Noteholders' Committee
who hold 10 1/8% Senior Notes would be entitled, but not required, to declare
RCN's senior credit facilities and the outstanding 10 1/8% Senior Notes,
respectively, immediately due and payable.

Any acceleration of amounts due under RCN's senior credit facilities or the 10
1/8% Senior Notes would, due to cross default provisions in the Company's
indentures governing its other senior notes, entitle, but not require, the
holders of other senior notes to declare the Company's other senior notes
immediately due and payable if they so choose. Holders of 10 1/8% Senior Notes
that are not members of the Noteholders' Committee are not subject to the
terms of the forbearance agreements. If acceleration of the Company's senior
credit facilities and 10 1/8% Senior Notes were to occur, RCN would not, based
on current and expected liquidity, have sufficient cash to pay the amounts
that would be payable.

Although RCN is actively pursuing discussions towards a final agreement on a
consensual financial restructuring, there can be no assurance that such an
agreement will ultimately be reached, that RCN would be able to obtain further
extensions of its forbearance agreements with the Lenders and members of the
Noteholders' Committee, or that holders of 10 1/8% Senior Notes that are not
members of the Noteholders' Committee will not declare an Event of Default
under the 10 1/8% Senior Notes (which would terminate the forbearance
agreement with Lenders), or seek other remedies available under applicable law
or the terms of the 10 1/8% Senior Notes, prior to such time. RCN will
continue to apply substantial effort and resources to reaching a formal
agreement on a consensual financial restructuring while also continuing to
evaluate the best alternatives for RCN under current circumstances and as
discussions and events unfold.

RCN also noted that, as previously announced, it had deferred the interest
payment that was scheduled to be made on February 15, 2004, of approximately
$14.2 million with respect to its 9.80% Senior Discount Notes Due 2008 (the
"9.80% Senior Notes"). In the event that RCN does not make this interest
payment within 30 days beginning February 15, 2004, an Event of Default would
arise with respect to the 9.80% Senior Notes and entitle, but not require,
holders thereof to declare the outstanding 9.80% Senior Notes immediately due
and payable. Absent final agreement on a consensual restructuring prior to
March 15, 2004, unless the holders of the 9.80% Senior Notes exercise
forebearance along with the Lenders and holders of the 10 1/8% Senior Notes,
the information above regarding RCN's senior credit facilities and 10 1/8%
Senior Notes would be applicable to the 9.80% Senior Notes as well.

For additional information about the restructuring process, please visit
www.rcntomorrow.com.

ABOUT RCN CORPORATION

RCN Corporation (Nasdaq: RCNC - News) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and high speed
internet services delivered over its own fiber-optic local network to
consumers in the most densely populated markets in the U.S. RCN has more than
one million customer connections and provides service in Boston, New York,
Philadelphia/Lehigh Valley, Chicago, San Francisco, Los Angeles and
Washington, D.C. metropolitan markets.

WHERE YOU CAN FIND MORE INFORMATION

We, as a reporting company, are subject to the informational requirements of
the Exchange Act and accordingly file our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements
and other information with the SEC. You may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW,
Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further
information on the Public Reference Room. As an electronic filer, our public
filings are maintained on the SEC's Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. The address of that website is
http://www.sec.gov. In addition, our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act may be accessed free of charge through our website as soon as reasonably
practical after we have electronically filed such material with, or furnished
it to, the SEC. Since September 30, 2003, all reports pursuant to the Exchange
Act that we have filed with, or furnished to, the SEC have been timely posted
on our website. The address of that website is
www.rcn.com/investor/secfilings.php.

RCN FORWARD-LOOKING STATEMENTS

Some of the statements made by RCN in these statements are forward-looking in
nature. Actual results may differ materially from those projected in
forward-looking statements as a result of a number of factors. RCN believes
that the primary factors include, but are not limited to, the ability to
successfully complete a financial restructuring on a consensual basis with
some or all of RCN's relevant constituents or otherwise successfully to
reorganize, availability of financing, ability to obtain regulatory approvals,
uncertainty relating to economic conditions, ability to attract and retain
qualified management and other personnel, changes in government and regulatory
policies, pricing and availability of equipment, materials, inventory and
programming, our ability to meet the requirements in our franchise agreements,
the number of potential customers in a target market, the completion of
acquisitions or divestitures, acceptance of the Company's services,
development and implementation of business support systems for provisioning
and billing, the availability and success of strategic alliances or
relationships, ability to overcome significant operating losses, RCN's ability
to develop and penetrate existing and new markets, technological developments
and changes in the industry, changes in the competitive environment in which
RCN operates and RCN's ability to adequately identify and disclose material
information in future filings with the Securities and Exchange Commission.
Statements in this press release should be evaluated in light of these
important factors.

Restructuring Information: www.rcntomorrow.com

                                       ###
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

                         March 1, 2004 (March 1, 2004)
                ------------------------------------------------
                Date of Report (Date of earliest event reported)

                                 RCN Corporation
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

    Delaware                      0-22825                   22-3498533
-------------------------------------------------------------------------------
   (State of               (Commission File No.)            (IRS Employer
Incorporation)                                           Identification Number)

                               105 Carnegie Center
                            Princeton, NJ 08540-6215
          -------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (609) 734-3700
          ------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events and Required FD Disclosure

         On March 1, 2004, RCN Corporation announced that negotiations with its
senior secured lenders (the "Lenders"), members of an ad hoc committee of
holders of its Senior Notes (the "Noteholders' Committee") and others on a
consensual financial restructuring of its balance sheet are continuing. In
connection with the continuing negotiations, RCN Corporation, the Lenders and
members of the Noteholders' Committee have agreed to extend expiration of their
previously announced forbearance agreements until March 15, 2004. The press
release with respect thereto is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits.

         (a)    Exhibits

                Exhibit 99.1 RCN Corporation Press Release dated March 1, 2004.
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.

                                    RCN Corporation

                                    By:  /s/ W. Terrell Wingfield, Jr.
                                        -----------------------------------
                                    Name:   W. Terrell Wingfield, Jr.
                                    Title:  General Counsel and Corporate
                                             Secretary

Date: March 1, 2004
EXHIBIT INDEX

Exhibit No.

99.1             RCN Corporation Press Release dated March 1, 2004.
Exhibit 99.1

                                                            105 Carnegie Center
                                                            Princeton, NJ 08540

Contact:
Ellen Gonda, Brunswick Group, 212-333-3810
Barak Bar-Cohen, RCN Public Relations, 609-919-8144
Jim Downing, RCN Investor Relations, 609-734-3718

Restructuring Information:  www.rcntomorrow.com

              RCN Continues Financial Restructuring Negotiations;
              Extends Forbearance Agreements with Senior Lenders
                           and Noteholders Committee

PRINCETON, N.J., March 1, 2004 - RCN Corporation (Nasdaq: RCNC) announced
today that negotiations with its senior secured lenders (the "Lenders"),
members of an ad hoc committee of holders of its Senior Notes (the
"Noteholders' Committee") and others on a consensual financial restructuring
of its balance sheet are continuing. In connection with the continuing
negotiations, the Company, the Lenders and members of the Noteholders'
Committee have agreed to extend expiration of their previously announced
forbearance agreements until March 15, 2004. RCN remains hopeful that these
negotiations will lead to agreement on a consensual financial restructuring
plan in the near term, although there is no assurance this will occur.

Under the forbearance agreements, the Lenders and members of the Noteholders'
Committee have agreed not to declare any Events of Default, which they would
be entitled but not required to do, under RCN's senior credit facilities or
RCN's senior notes, respectively, as a result of RCN not making an interest
payment on its 10 1/8% Senior Notes due 2010 (the "10 1/8% Senior Notes").

RCN has said that it expects any financial restructuring to be implemented
through a reorganization of RCN Corporation under chapter 11. RCN believes
that a consensual financial restructuring pursuant to a chapter 11
reorganization would achieve the most successful financial outcome for the
company and its constituents. RCN does not intend that its market operating
subsidiaries be included in such a chapter 11 filing, although there is no
assurance this will occur. Additionally, it is anticipated that a filing at
the holding company level would not have any adverse effect on customers and
vendors. Since financial restructuring negotiations are ongoing, the treatment
of existing creditor and stockholder interests in the company is uncertain at
this time. However, RCN has said that the restructuring will likely result in
a conversion of a substantial portion of its outstanding Senior Notes into
equity and an extremely significant, if not complete, dilution of current
equity.

RCN's objective is to reach agreement on a consensual financial restructuring
plan during the current forbearance period. If financial restructuring
negotiations were to proceed beyond that period or were to end, however,
additional forbearance, waiver and/or amendment agreements would be needed to
support RCN's continuing operations. In addition, in the absence of an
agreement on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the Noteholders' Committee
who hold 10 1/8% Senior Notes would be entitled, but not required, to declare
RCN's senior credit facilities and the outstanding 10 1/8% Senior Notes,
respectively, immediately due and payable.

Any acceleration of amounts due under RCN's senior credit facilities or the 10
1/8% Senior Notes would, due to cross default provisions in the Company's
indentures governing its other senior notes, entitle, but not require, the
holders of other senior notes to declare the Company's other senior notes
immediately due and payable if they so choose. Holders of 10 1/8% Senior Notes
that are not members of the Noteholders' Committee are not subject to the
terms of the forbearance agreements. If acceleration of the Company's senior
credit facilities and 10 1/8% Senior Notes were to occur, RCN would not, based
on current and expected liquidity, have sufficient cash to pay the amounts
that would be payable.

Although RCN is actively pursuing discussions towards a final agreement on a
consensual financial restructuring, there can be no assurance that such an
agreement will ultimately be reached, that RCN would be able to obtain further
extensions of its forbearance agreements with the Lenders and members of the
Noteholders' Committee, or that holders of 10 1/8% Senior Notes that are not
members of the Noteholders' Committee will not declare an Event of Default
under the 10 1/8% Senior Notes (which would terminate the forbearance
agreement with Lenders), or seek other remedies available under applicable law
or the terms of the 10 1/8% Senior Notes, prior to such time. RCN will
continue to apply substantial effort and resources to reaching a formal
agreement on a consensual financial restructuring while also continuing to
evaluate the best alternatives for RCN under current circumstances and as
discussions and events unfold.

RCN also noted that, as previously announced, it had deferred the interest
payment that was scheduled to be made on February 15, 2004, of approximately
$14.2 million with respect to its 9.80% Senior Discount Notes Due 2008 (the
"9.80% Senior Notes"). In the event that RCN does not make this interest
payment within 30 days beginning February 15, 2004, an Event of Default would
arise with respect to the 9.80% Senior Notes and entitle, but not require,
holders thereof to declare the outstanding 9.80% Senior Notes immediately due
and payable. Absent final agreement on a consensual restructuring prior to
March 15, 2004, unless the holders of the 9.80% Senior Notes exercise
forebearance along with the Lenders and holders of the 10 1/8% Senior Notes,
the information above regarding RCN's senior credit facilities and 10 1/8%
Senior Notes would be applicable to the 9.80% Senior Notes as well.

For additional information about the restructuring process, please visit
www.rcntomorrow.com.

ABOUT RCN CORPORATION

RCN Corporation (Nasdaq: RCNC - News) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and high speed
internet services delivered over its own fiber-optic local network to
consumers in the most densely populated markets in the U.S. RCN has more than
one million customer connections and provides service in Boston, New York,
Philadelphia/Lehigh Valley, Chicago, San Francisco, Los Angeles and
Washington, D.C. metropolitan markets.

WHERE YOU CAN FIND MORE INFORMATION

We, as a reporting company, are subject to the informational requirements of
the Exchange Act and accordingly file our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements
and other information with the SEC. You may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW,
Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further
information on the Public Reference Room. As an electronic filer, our public
filings are maintained on the SEC's Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. The address of that website is
http://www.sec.gov. In addition, our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act may be accessed free of charge through our website as soon as reasonably
practical after we have electronically filed such material with, or furnished
it to, the SEC. Since September 30, 2003, all reports pursuant to the Exchange
Act that we have filed with, or furnished to, the SEC have been timely posted
on our website. The address of that website is
www.rcn.com/investor/secfilings.php.

RCN FORWARD-LOOKING STATEMENTS

Some of the statements made by RCN in these statements are forward-looking in
nature. Actual results may differ materially from those projected in
forward-looking statements as a result of a number of factors. RCN believes
that the primary factors include, but are not limited to, the ability to
successfully complete a financial restructuring on a consensual basis with
some or all of RCN's relevant constituents or otherwise successfully to
reorganize, availability of financing, ability to obtain regulatory approvals,
uncertainty relating to economic conditions, ability to attract and retain
qualified management and other personnel, changes in government and regulatory
policies, pricing and availability of equipment, materials, inventory and
programming, our ability to meet the requirements in our franchise agreements,
the number of potential customers in a target market, the completion of
acquisitions or divestitures, acceptance of the Company's services,
development and implementation of business support systems for provisioning
and billing, the availability and success of strategic alliances or
relationships, ability to overcome significant operating losses, RCN's ability
to develop and penetrate existing and new markets, technological developments
and changes in the industry, changes in the competitive environment in which
RCN operates and RCN's ability to adequately identify and disclose material
information in future filings with the Securities and Exchange Commission.
Statements in this press release should be evaluated in light of these
important factors.

Restructuring Information: www.rcntomorrow.com

                                       ###