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


                    September 21, 2004 (September 15, 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 or other jurisdiction     (Commission File No.)     (IRS Employer
      of 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)

[  ]   Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Ac
       (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b)

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c)

<PAGE>

Item 5.02.       Departure of Directors or Principal Officers; Election of
                 Directors; Appointment of Principal Officers

         As previously announced, on August 19, 2004, RCN Corporation ("RCN" or
the "Company") filed a motion in the United States Bankruptcy Court for the
Southern District Court of New York (the "Bankruptcy Court"), which was
subsequently granted, requesting an order authorizing the agreement to retain
the PDA Group, LLC ("PDA") to perform consulting services relating to RCN's
business operations in the areas of sales and marketing, market and network
operations and customer care, to be performed by PDA's principal, Peter Aquino.
Effective after the approval by the Bankruptcy Court of PDA's retention, Mr.
Aquino will assume certain of John Dubel's operating responsibilities. Mr.
Dubel will become Executive Vice President and Chief Restructuring Officer, and
he will no longer serve as the Company's President and Chief Operating Officer,
effective as of September 15, 2004, leaving those positions vacant. In addition
to his restructuring responsibilities, Mr. Dubel will continue to oversee
finance and accounting functions, legal and regulatory matters and employee
services.

         Peter Aquino, 43, will oversee RCN's business operations in the areas
of sales and marketing, market and network operations and customer care. Mr.
Aquino has over 20 years of industry experience, including running an
overbuilder in Latin America and serving in senior management positions at Bell
Atlantic. Mr. Aquino is also very familiar with RCN's operations as a result of
the services he provided in RCN's Chapter 11 cases on behalf of Capital and
Technology Advisors, LLC ("CTA"), the operations advisor to the Official
Committee of Unsecured Creditors of RCN. Mr. Aquino has resigned from CTA and
therefore no longer serves as an advisor to CTA.

         John Dubel, 45, joined RCN on February 11, 2004 as its President and
Chief Operating Officer. Mr. Dubel, a principal with the financial-advisory and
turnaround firm AlixPartners LLC since April 2002, has over 20 years experience
providing turnaround, crisis management and restructuring services. While at
AlixPartners LLC, Mr. Dubel served as Chief Executive Officer of Cable &
Wireless America, a leading provider of hosting and IP transport services,
Chief Restructuring Officer of Acterna Corporation, a provider of
communications test equipment to the telecom and cable industry and Chief
Financial Officer at WorldCom, Inc., a global communications provider for the
digital generation. Prior to joining AlixPartners, Mr. Dubel ran his own
turnaround firm where his roles included Chief Operating Officer and CRO at
CellNet Data Systems, Inc., a leading provider of data and information
management services in the telemetry industry and was the fourth largest
domestic wireless carrier based on subscriber endpoints.



Cautionary Statement About Forward-Looking Statements

         Some of the statements made by RCN in this filing 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. The Company
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 the Company'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, the Company's ability to meet the requirements in its 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, ability to
reduce overhead costs, ability to develop and penetrate existing and new
markets, technological developments and changes in the industry, changes in the
competitive environment in which the Company operates, the Company's ability to
produce sufficient cash flow and to adequately identify and disclose material
information in future filings with the SEC. Additional information concerning
these and other important factors can be found in the Company's filings with
the SEC. Statements in this filing should be evaluated in light of these
important factors.

<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/ Deborah M. Royster
                                                   ----------------------------
                                               Name:   Deborah M. Royster
                                               Title:  Senior Vice President,
                                                       General Counsel and
                                                       Corporate Secretary

Date:  September 21, 2004
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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

                    September 21, 2004 (September 15, 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 or other jurisdiction     (Commission File No.)     (IRS Employer
      of 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)

[  ]   Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Ac
       (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b)

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c)
Item 5.02.       Departure of Directors or Principal Officers; Election of
                 Directors; Appointment of Principal Officers

         As previously announced, on August 19, 2004, RCN Corporation ("RCN" or
the "Company") filed a motion in the United States Bankruptcy Court for the
Southern District Court of New York (the "Bankruptcy Court"), which was
subsequently granted, requesting an order authorizing the agreement to retain
the PDA Group, LLC ("PDA") to perform consulting services relating to RCN's
business operations in the areas of sales and marketing, market and network
operations and customer care, to be performed by PDA's principal, Peter Aquino.
Effective after the approval by the Bankruptcy Court of PDA's retention, Mr.
Aquino will assume certain of John Dubel's operating responsibilities. Mr.
Dubel will become Executive Vice President and Chief Restructuring Officer, and
he will no longer serve as the Company's President and Chief Operating Officer,
effective as of September 15, 2004, leaving those positions vacant. In addition
to his restructuring responsibilities, Mr. Dubel will continue to oversee
finance and accounting functions, legal and regulatory matters and employee
services.

         Peter Aquino, 43, will oversee RCN's business operations in the areas
of sales and marketing, market and network operations and customer care. Mr.
Aquino has over 20 years of industry experience, including running an
overbuilder in Latin America and serving in senior management positions at Bell
Atlantic. Mr. Aquino is also very familiar with RCN's operations as a result of
the services he provided in RCN's Chapter 11 cases on behalf of Capital and
Technology Advisors, LLC ("CTA"), the operations advisor to the Official
Committee of Unsecured Creditors of RCN. Mr. Aquino has resigned from CTA and
therefore no longer serves as an advisor to CTA.

         John Dubel, 45, joined RCN on February 11, 2004 as its President and
Chief Operating Officer. Mr. Dubel, a principal with the financial-advisory and
turnaround firm AlixPartners LLC since April 2002, has over 20 years experience
providing turnaround, crisis management and restructuring services. While at
AlixPartners LLC, Mr. Dubel served as Chief Executive Officer of Cable &
Wireless America, a leading provider of hosting and IP transport services,
Chief Restructuring Officer of Acterna Corporation, a provider of
communications test equipment to the telecom and cable industry and Chief
Financial Officer at WorldCom, Inc., a global communications provider for the
digital generation. Prior to joining AlixPartners, Mr. Dubel ran his own
turnaround firm where his roles included Chief Operating Officer and CRO at
CellNet Data Systems, Inc., a leading provider of data and information
management services in the telemetry industry and was the fourth largest
domestic wireless carrier based on subscriber endpoints.

Cautionary Statement About Forward-Looking Statements

         Some of the statements made by RCN in this filing 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. The Company
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 the Company'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, the Company's ability to meet the requirements in its 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, ability to
reduce overhead costs, ability to develop and penetrate existing and new
markets, technological developments and changes in the industry, changes in the
competitive environment in which the Company operates, the Company's ability to
produce sufficient cash flow and to adequately identify and disclose material
information in future filings with the SEC. Additional information concerning
these and other important factors can be found in the Company's filings with
the SEC. Statements in this filing should be evaluated in light of these
important factors.
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/ Deborah M. Royster
                                                   ----------------------------
                                               Name:   Deborah M. Royster
                                               Title:  Senior Vice President,
                                                       General Counsel and
                                                       Corporate Secretary

Date:  September 21, 2004