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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


                       August 17, 2004 (August 16, 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 Identification
  Incorporation)                                            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 7.  Financial Statements and Exhibits.

         (a)      Exhibits

         Exhibit 99.1 RCN Corporation Press Release dated August 16, 2004.

Item 12. Results of Operations and Financial Operation.

         The following financial information is furnished pursuant to Item 12,
"Results of Operation and Financial Condition."

         On August 16, 2004, RCN issued a press release announcing its
financial results for the second quarter of 2004. A copy of the press release
is attached to this report as Exhibit 99.1 and is hereby incorporated by
reference.

         Some of the statements made by RCN in this Form 8-K (and press
release) 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,
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, 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 RCN operates and ability to produce sufficient cash flow.
Additional information concerning these and other important factors can be
found in RCN's filings with the Securities and Exchange Commission. Statements
in these filings should be evaluated in light of these important factors.

         These and other risk factors are set forth in more detail in the
Company's December 31, 2003 Annual Report on Form 10-K and Amendment No.1
thereto filed on Form 10-K/A previously filed with the Securities and
Exchange Commission.

         The information in this Current Report on Form 8-K is furnished
pursuant to Item 9 and shall not be deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. The filing of this Current Report on Form 8-K is
not an admission as to the materiality of any information in this report that
is required to be disclosed solely by reason of Regulation FD.

         The information contained in this Current Report on Form 8-K is
summary information that is intended to be considered in the context of our SEC
filings and other public announcements that we may make, by press release or
otherwise, from time to time. We undertake no duty or obligation to publicly
update or revise the information contained in this Current Report on Form 8-K,
although we may do so from time to time as we believe warranted. Any such
updating may be made through the filing of other reports or documents with the
SEC, through press releases or through other public disclosure.


                                   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:  August 17, 2004


                                 EXHIBIT INDEX

Exhibit
   No.

99.1     RCN Corporation Press Release dated August 16, 2004.



<PAGE>

                                                             Exhibit 99.1

                                                      105 Carnegie Center
                                                      Princeton, NJ 08540

Contact:
         Barak Bar-Cohen, RCN Public Relations, 609-919-8144
         Jim Downing, RCN Investor Relations, 609-734-3718

                   RCN ANNOUNCES SECOND QUARTER 2004 RESULTS

PRINCETON, NJ, AUGUST 16, 2004--RCN Corporation today announced that revenues
for the quarter ended June 30, 2004 were $121.3 million, compared to $114.5
million for the quarter ended June 30, 2003. Net loss from continuing
operations was ($71.6) million, or ($0.75) per average common share for the
three months ended June 30, 2004, compared to ($85.6) million, or ($1.16) per
average common share, for the three months ended June 30, 2003.

As previously announced, the Company anticipates filing a plan of
reorganization and related disclosure statement consistent with the financial
restructuring, prior to the end of August 2004, and expects to consummate its
restructuring process during the fourth quarter of 2004.

RCN filed its 2004 Form 10-Q today, Monday, August 16, 2004. The Company also
filed Amendment No. 1 on Form 10-Q/A, to correct depreciation expense for the
quarter ended March 31, 2004. Investors can access the Form 10-Q at RCN's
website, http://www.rcn.com/investor/secfilings.php.


ABOUT RCN CORPORATION

RCN Corporation (Pink Sheets: RCNCQ) 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 provides service in the
Boston, New York, Eastern Pennsylvania, Chicago, San Francisco and Los Angeles
metropolitan markets. RCN also holds a 50% LLC membership interest in
Starpower, which serves the Washington, D.C. metropolitan area.

WHERE YOU CAN FIND MORE INFORMATION
RCN, as a reporting company, is subject to the informational requirements of
the Exchange Act and accordingly files its 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, RCN's 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, RCN's 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 RCN's website as soon as reasonably practicable after it has
electronically filed such material with, or furnished it to, the SEC.

FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements regarding future events
and future performance of the Company that involve risks and uncertainties that
could materially affect actual results. This information is qualified in its
entirety by cautionary statements and risk factors disclosure contained in
certain of the Company's Securities and Exchange Commission filings. For a
description of certain factors that could cause actual results to vary from
current expectations and forward-looking statements contained in this press
release, refer to documents that the Company files from time to time with the
Securities and Exchange Commission.
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Exhibit 99.1

                                                      105 Carnegie Center
                                                      Princeton, NJ 08540

Contact:
         Barak Bar-Cohen, RCN Public Relations, 609-919-8144
         Jim Downing, RCN Investor Relations, 609-734-3718

                   RCN ANNOUNCES SECOND QUARTER 2004 RESULTS

PRINCETON, NJ, AUGUST 16, 2004--RCN Corporation today announced that revenues
for the quarter ended June 30, 2004 were $121.3 million, compared to $114.5
million for the quarter ended June 30, 2003. Net loss from continuing
operations was ($71.6) million, or ($0.75) per average common share for the
three months ended June 30, 2004, compared to ($85.6) million, or ($1.16) per
average common share, for the three months ended June 30, 2003.

As previously announced, the Company anticipates filing a plan of
reorganization and related disclosure statement consistent with the financial
restructuring, prior to the end of August 2004, and expects to consummate its
restructuring process during the fourth quarter of 2004.

RCN filed its 2004 Form 10-Q today, Monday, August 16, 2004. The Company also
filed Amendment No. 1 on Form 10-Q/A, to correct depreciation expense for the
quarter ended March 31, 2004. Investors can access the Form 10-Q at RCN's
website, http://www.rcn.com/investor/secfilings.php.

ABOUT RCN CORPORATION

RCN Corporation (Pink Sheets: RCNCQ) 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 provides service in the
Boston, New York, Eastern Pennsylvania, Chicago, San Francisco and Los Angeles
metropolitan markets. RCN also holds a 50% LLC membership interest in
Starpower, which serves the Washington, D.C. metropolitan area.

WHERE YOU CAN FIND MORE INFORMATION
RCN, as a reporting company, is subject to the informational requirements of
the Exchange Act and accordingly files its 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, RCN's 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, RCN's 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 RCN's website as soon as reasonably practicable after it has
electronically filed such material with, or furnished it to, the SEC.

FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements regarding future events
and future performance of the Company that involve risks and uncertainties that
could materially affect actual results. This information is qualified in its
entirety by cautionary statements and risk factors disclosure contained in
certain of the Company's Securities and Exchange Commission filings. For a
description of certain factors that could cause actual results to vary from
current expectations and forward-looking statements contained in this press
release, refer to documents that the Company files from time to time with the
Securities and Exchange Commission.