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 26, 2004 (August 20, 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 Act
        (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 8.01.    Other Events

         On August 20, 2004, RCN Corporation ("RCN" or the "Company") and
certain of its subsidiaries filed a Joint Plan of Reorganization (the "Plan")
and Disclosure Statement with respect to the Plan (the "Disclosure Statement")
in the United States Bankruptcy Court for the Southern District Court of New
York (the "Bankruptcy Court"). A copy of the Plan and the Disclosure Statement
are attached hereto as Exhibits 2.1 and 2.2, respectively. Exhibit D of the
Disclosure Schedule includes certain non-GAAP financial measures. A
reconciliation of those measures to the most directly comparable GAAP measures
is attached hereto as Exhibit 99.1.

         On August 23, 2004, the Company issued a press release announcing the
filing of the Plan. In addition, RCN Telecom Services of Virginia, Inc., RCN
Entertainment, Inc., ON TV, Inc. and 21st Century Telecom Services, Inc., each
a direct or indirect subsidiary of RCN, filed voluntary petitions for
reorganization under chapter 11 of Title 11 of the United States Code in the
Bankruptcy Court ("Chapter 11"). A copy of the press release is filed as
Exhibit 99.2 to this Report on Form 8-K and is incorporated by reference
herein.

         Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Bankruptcy Court approves the applicable Disclosure Statement
relating to the Plan as providing adequate information of a kind, and in
sufficient detail, as far as is reasonably practicable in light of the nature
and history of the debtor and the condition of the debtor's books and records,
that would enable a hypothetical reasonable investor typical of the holder of
claims or interests of the relevant class to make an informed judgment about
the Plan. Accordingly, this announcement is not intended to be, nor should it
be construed as, a solicitation for a vote on the Plan. RCN will emerge from
Chapter 11 if and when the Plan receives the requisite stakeholder approval
and is confirmed by the Bankruptcy Court.

         On August 19, 2004, RCN filed a motion in Bankruptcy Court 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. In this function, Mr. Aquino will
report directly to RCN's Chairman and Chief Executive Officer, David C.
McCourt.

         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. RCN
believes that retention of PDA will help facilitate RCN's transition out of
Chapter 11. A copy of the agreement between RCN and PDA is attached hereto as
Exhibit 99.3.

         Additionally, Michael J. Angi, Senior Vice President, Operations,
will be leaving the Company effective September 3, 2004, to pursue other
interests. As a Tier 1 Participant under the terms of the RCN Corporation Key
Employee Retention and Severance Plan, Mr. Angi will be paid severance in an
amount equal to his base salary of $240,000 for a period of up to twelve
months (six months of this severance payment would be mitigated against any
other income received), will receive medical insurance coverage for the
duration of this severance period and upon the consummation of the Chapter 11
case filed by the Company, Mr. Angi will receive a cash bonus of $96,000.

Cautionary Statement About Forward-Looking Statements

         Some of the statements made by RCN in this filing and the exhibits
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
and the exhibits should be evaluated in light of these important factors.


Item 9.01.    Financial Statements and Exhibits.

         (a)  Exhibits

              Exhibit 2.1     Joint Plan of Reorganization of RCN Corporation
                              and Certain Subsidiaries, dated August 20, 2004

              Exhibit 2.2     Disclosure Statement with Respect to the Joint
                              Plan of Reorganization of RCN Corporation and
                              Certain Subsidiaries, dated August 20, 2004

              Exhibit 99.1    Reconciliation of non-GAAP financial measures

              Exhibit 99.2    RCN Corporation Press Release, dated August 20,
                              2004

              Exhibit 99.3    Consulting Agreement by and between the Company
                              and PDA Group, LLC, dated August 19, 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/ Deborah M. Royster
                                                    -------------------------
                                             Name:   Deborah M. Royster
                                             Title:  Senior Vice President,
                                                     General Counsel and
                                                     Corporate Secretary

Date:  August 26, 2004



<PAGE>



                                 EXHIBIT INDEX

Exhibit
  No.

2.1      Joint Plan of Reorganization of RCN Corporation and Certain
         Subsidiaries, dated August 20, 2004

2.2      Disclosure Statement with Respect to the Joint Plan of Reorganization
         of RCN Corporation and Certain Subsidiaries, dated August 20, 2004

99.1     Reconciliation of non-GAAP financial measures

99.2     RCN Corporation Press Release, dated August 23, 2004.

99.3     Consulting Agreement by and between the Company and PDA Group, LLC,
         dated August 19, 2004
[{"type": "8-K", "sequence": "1", "filename": "nyc478903.txt", "description": "FORM 8-K", "secsgml_size_bytes": 9963}]
{"company-data": {"conformed-name": "RCN CORP /DE/", "cik": "0001041858", "assigned-sic": "4813", "irs-number": "223498533", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16805", "film-number": "04999724"}, "business-address": {"street1": "105 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540-6215", "phone": "6097343700"}, "mail-address": {"street1": "105 CARNEGIE CENTER", "street2": "C/O RCN CORP", "city": "PRINCETON", "state": "NJ", "zip": "08540-6215"}}
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 26, 2004 (August 20, 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 Act
        (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 8.01.    Other Events

         On August 20, 2004, RCN Corporation ("RCN" or the "Company") and
certain of its subsidiaries filed a Joint Plan of Reorganization (the "Plan")
and Disclosure Statement with respect to the Plan (the "Disclosure Statement")
in the United States Bankruptcy Court for the Southern District Court of New
York (the "Bankruptcy Court"). A copy of the Plan and the Disclosure Statement
are attached hereto as Exhibits 2.1 and 2.2, respectively. Exhibit D of the
Disclosure Schedule includes certain non-GAAP financial measures. A
reconciliation of those measures to the most directly comparable GAAP measures
is attached hereto as Exhibit 99.1.

         On August 23, 2004, the Company issued a press release announcing the
filing of the Plan. In addition, RCN Telecom Services of Virginia, Inc., RCN
Entertainment, Inc., ON TV, Inc. and 21st Century Telecom Services, Inc., each
a direct or indirect subsidiary of RCN, filed voluntary petitions for
reorganization under chapter 11 of Title 11 of the United States Code in the
Bankruptcy Court ("Chapter 11"). A copy of the press release is filed as
Exhibit 99.2 to this Report on Form 8-K and is incorporated by reference
herein.

         Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Bankruptcy Court approves the applicable Disclosure Statement
relating to the Plan as providing adequate information of a kind, and in
sufficient detail, as far as is reasonably practicable in light of the nature
and history of the debtor and the condition of the debtor's books and records,
that would enable a hypothetical reasonable investor typical of the holder of
claims or interests of the relevant class to make an informed judgment about
the Plan. Accordingly, this announcement is not intended to be, nor should it
be construed as, a solicitation for a vote on the Plan. RCN will emerge from
Chapter 11 if and when the Plan receives the requisite stakeholder approval
and is confirmed by the Bankruptcy Court.

         On August 19, 2004, RCN filed a motion in Bankruptcy Court 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. In this function, Mr. Aquino will
report directly to RCN's Chairman and Chief Executive Officer, David C.
McCourt.

         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. RCN
believes that retention of PDA will help facilitate RCN's transition out of
Chapter 11. A copy of the agreement between RCN and PDA is attached hereto as
Exhibit 99.3.

         Additionally, Michael J. Angi, Senior Vice President, Operations,
will be leaving the Company effective September 3, 2004, to pursue other
interests. As a Tier 1 Participant under the terms of the RCN Corporation Key
Employee Retention and Severance Plan, Mr. Angi will be paid severance in an
amount equal to his base salary of $240,000 for a period of up to twelve
months (six months of this severance payment would be mitigated against any
other income received), will receive medical insurance coverage for the
duration of this severance period and upon the consummation of the Chapter 11
case filed by the Company, Mr. Angi will receive a cash bonus of $96,000.

Cautionary Statement About Forward-Looking Statements

         Some of the statements made by RCN in this filing and the exhibits
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
and the exhibits should be evaluated in light of these important factors.

Item 9.01.    Financial Statements and Exhibits.

         (a)  Exhibits

              Exhibit 2.1     Joint Plan of Reorganization of RCN Corporation
                              and Certain Subsidiaries, dated August 20, 2004

              Exhibit 2.2     Disclosure Statement with Respect to the Joint
                              Plan of Reorganization of RCN Corporation and
                              Certain Subsidiaries, dated August 20, 2004

              Exhibit 99.1    Reconciliation of non-GAAP financial measures

              Exhibit 99.2    RCN Corporation Press Release, dated August 20,
                              2004

              Exhibit 99.3    Consulting Agreement by and between the Company
                              and PDA Group, LLC, dated August 19, 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/ Deborah M. Royster
                                                    -------------------------
                                             Name:   Deborah M. Royster
                                             Title:  Senior Vice President,
                                                     General Counsel and
                                                     Corporate Secretary

Date:  August 26, 2004
EXHIBIT INDEX

Exhibit
  No.

2.1      Joint Plan of Reorganization of RCN Corporation and Certain
         Subsidiaries, dated August 20, 2004

2.2      Disclosure Statement with Respect to the Joint Plan of Reorganization
         of RCN Corporation and Certain Subsidiaries, dated August 20, 2004

99.1     Reconciliation of non-GAAP financial measures

99.2     RCN Corporation Press Release, dated August 23, 2004.

99.3     Consulting Agreement by and between the Company and PDA Group, LLC,
         dated August 19, 2004