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

                              December 4, 2001
                     ---------------------------------
                     (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 No.)


                            105 Carnegie Center
                      Princeton, New Jersey 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.
         ------------

          On December 4, 2001, the Board of Directors of RCN Corporation
(the "Company") authorized and declared a dividend distribution of one
right (a "Class A Right") for each share of Class A common stock, par value
$1.00 per share, of the Company (the "Class A Common Stock" or "Voting
Common Stock") and one right (a "Class B Right" and, together with the
Class A Rights, the "Rights") for each share of Class B common stock, par
value $1.00 per share, of the Company (the "Class B Common Stock" or
"Nonvoting Common Stock" and, together with the Class A Common Stock, the
"Common Stock") to stockholders of record at the close of business on
December 17, 2001 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-hundredth
of a share (a "Unit") of Series C Junior Participating Preferred Stock, no
par value (the "Series C Preferred Stock") at a Purchase Price of $30 per
Unit, subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the
Company and HSBC Bank USA, a banking corporation and trust company duly
organized and validly existing under the laws of the State of New York, as
Rights Agent.

          Initially, the Class A Rights will be attached to all Class A
Common Stock certificates representing shares then outstanding and the
Class B Rights will be attached to all Class B Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates
will be distributed. Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Voting Capital Stock
(the "Stock Acquisition Date"), other than as a result of repurchases of
stock by the Company or certain inadvertent actions by institutional or
certain other stockholders or certain Exempt Persons or (ii) 10 business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a
person or group becoming an Acquiring Person. An "Exempt Person" is (i) any
Person, and such Person's affiliates and associates, that is the Beneficial
Owner of 15% or more of the shares of Voting Capital Stock, as of December
5, 2001, provided that such Person, together with such Person's affiliates
and associates, does not increase its beneficial ownership of the Voting
Capital Stock except to the extent such additional securities (a) are
acquired pursuant to the exercise of a pre-emptive right or anti-dilution
adjustment under the terms of any agreements such Person has entered into
with the Company (including, without limitation, the Series B Certificate
of Designation) that were in existence as of December 5, 2001, (b) are
acquired pursuant to any stock split, stock dividend, recapitalization,
reclassification or similar event initiated by the Company, (c) are shares
of Series B Preferred Stock issued as payment in kind for dividends with
respect to the Series B Preferred Stock (the "Dividend PIK") or Common
Stock issued upon the conversion of the Dividend PIK pursuant to the Series
B Certificate of Designation as it existed on December 5, 2001, (d)
represent an increase in such Person's beneficial ownership of the Voting
Capital Stock of one half of one percent (0.5%) or less of the Voting
Capital Stock then outstanding in the aggregate until the Expiration Date,
or (e) are acquired upon the exercise of any Rights, and (ii) NSTAR
Communications, Inc., to the extent that it becomes the beneficial owner of
15% or more of the outstanding Voting Capital Stock as a result of an
exchange of NSTAR's equity ownership in RCN-BecoCom, LLC for Voting Capital
Stock.

          Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

          The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on December 5, 2011, unless
such date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors or with respect to shares of
Common Stock which are issued after the Record Date but prior to the
Expiration Date upon the conversion of any shares of Series B Preferred
Stock, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.

          In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
(i) Class A Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Class A Right or (ii) Class B Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Class B Right .
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.

          For example, at an exercise price of $30 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $60 worth of Common Stock (or other consideration, as noted above)
for $30. Assuming that the Common Stock had a per share value of $3 at such
time, the holder of each valid Right would be entitled to purchase 20
shares of Common Stock for $30.

          In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company's
assets, cash flow or earning power is sold or transferred, each holder of a
Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."

          At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Voting Capital Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-hundredth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

          The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).

          With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.

          At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (payable in cash, Common Stock or
other consideration deemed appropriate by the Board of Directors).
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only right of the holders
of Rights will be to receive the $0.001 redemption price.

          Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

          Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.

          The Rights Agreement, dated as of December 5, 2001, between the
Company and HSBC Bank USA, as Rights Agent, specifying the terms of the
Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c) Exhibits.

Exhibit No.       Exhibit


         4        Rights Agreement, dated as of December 5, 2001, between
                  RCN Corporation and HSBC Bank USA, which includes as
                  Exhibit B thereto, the Form of Rights Certificates.

         99.01    Press Release, dated December 5, 2001, issued by RCN
                  Corporation.


                                 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/ John J. Jones
                                         --------------------------------------
                                           Name:   John J. Jones
                                           Title:  Executive Vice President
                                                   and General Counsel


Date: December 5, 2001


                             INDEX TO EXHIBITS


      Exhibit No.        Exhibit

           4             Rights Agreement, dated as of December 5, 2001,
                         between RCN Corporation and HSBC Bank USA, which
                         includes as Exhibit B thereto, the Form of Rights
                         Certificates.

         99.01           Press Release, dated December 5, 2001,
                         issued by RCN Corporation.
[{"type": "8-K", "sequence": "1", "filename": "s540817.txt", "description": "FORM 8-K", "secsgml_size_bytes": 14787}]
{"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": "000-22825", "film-number": "1807278"}, "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

                              December 4, 2001
                     ---------------------------------
                     (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 No.)

                            105 Carnegie Center
                      Princeton, New Jersey 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.
         ------------

          On December 4, 2001, the Board of Directors of RCN Corporation
(the "Company") authorized and declared a dividend distribution of one
right (a "Class A Right") for each share of Class A common stock, par value
$1.00 per share, of the Company (the "Class A Common Stock" or "Voting
Common Stock") and one right (a "Class B Right" and, together with the
Class A Rights, the "Rights") for each share of Class B common stock, par
value $1.00 per share, of the Company (the "Class B Common Stock" or
"Nonvoting Common Stock" and, together with the Class A Common Stock, the
"Common Stock") to stockholders of record at the close of business on
December 17, 2001 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-hundredth
of a share (a "Unit") of Series C Junior Participating Preferred Stock, no
par value (the "Series C Preferred Stock") at a Purchase Price of $30 per
Unit, subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the
Company and HSBC Bank USA, a banking corporation and trust company duly
organized and validly existing under the laws of the State of New York, as
Rights Agent.

          Initially, the Class A Rights will be attached to all Class A
Common Stock certificates representing shares then outstanding and the
Class B Rights will be attached to all Class B Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates
will be distributed. Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Voting Capital Stock
(the "Stock Acquisition Date"), other than as a result of repurchases of
stock by the Company or certain inadvertent actions by institutional or
certain other stockholders or certain Exempt Persons or (ii) 10 business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a
person or group becoming an Acquiring Person. An "Exempt Person" is (i) any
Person, and such Person's affiliates and associates, that is the Beneficial
Owner of 15% or more of the shares of Voting Capital Stock, as of December
5, 2001, provided that such Person, together with such Person's affiliates
and associates, does not increase its beneficial ownership of the Voting
Capital Stock except to the extent such additional securities (a) are
acquired pursuant to the exercise of a pre-emptive right or anti-dilution
adjustment under the terms of any agreements such Person has entered into
with the Company (including, without limitation, the Series B Certificate
of Designation) that were in existence as of December 5, 2001, (b) are
acquired pursuant to any stock split, stock dividend, recapitalization,
reclassification or similar event initiated by the Company, (c) are shares
of Series B Preferred Stock issued as payment in kind for dividends with
respect to the Series B Preferred Stock (the "Dividend PIK") or Common
Stock issued upon the conversion of the Dividend PIK pursuant to the Series
B Certificate of Designation as it existed on December 5, 2001, (d)
represent an increase in such Person's beneficial ownership of the Voting
Capital Stock of one half of one percent (0.5%) or less of the Voting
Capital Stock then outstanding in the aggregate until the Expiration Date,
or (e) are acquired upon the exercise of any Rights, and (ii) NSTAR
Communications, Inc., to the extent that it becomes the beneficial owner of
15% or more of the outstanding Voting Capital Stock as a result of an
exchange of NSTAR's equity ownership in RCN-BecoCom, LLC for Voting Capital
Stock.

          Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

          The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on December 5, 2011, unless
such date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.

          As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors or with respect to shares of
Common Stock which are issued after the Record Date but prior to the
Expiration Date upon the conversion of any shares of Series B Preferred
Stock, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.

          In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
(i) Class A Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the
exercise price of the Class A Right or (ii) Class B Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Class B Right .
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.

          For example, at an exercise price of $30 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $60 worth of Common Stock (or other consideration, as noted above)
for $30. Assuming that the Common Stock had a per share value of $3 at such
time, the holder of each valid Right would be entitled to purchase 20
shares of Common Stock for $30.

          In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company's
assets, cash flow or earning power is sold or transferred, each holder of a
Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."

          At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Voting Capital Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-hundredth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

          The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).

          With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.

          At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (payable in cash, Common Stock or
other consideration deemed appropriate by the Board of Directors).
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only right of the holders
of Rights will be to receive the $0.001 redemption price.

          Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

          Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.

          The Rights Agreement, dated as of December 5, 2001, between the
Company and HSBC Bank USA, as Rights Agent, specifying the terms of the
Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c) Exhibits.

Exhibit No.       Exhibit

         4        Rights Agreement, dated as of December 5, 2001, between
                  RCN Corporation and HSBC Bank USA, which includes as
                  Exhibit B thereto, the Form of Rights Certificates.

         99.01    Press Release, dated December 5, 2001, issued by RCN
                  Corporation.

                                 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/ John J. Jones
                                         --------------------------------------
                                           Name:   John J. Jones
                                           Title:  Executive Vice President
                                                   and General Counsel

Date: December 5, 2001

                             INDEX TO EXHIBITS

      Exhibit No.        Exhibit

           4             Rights Agreement, dated as of December 5, 2001,
                         between RCN Corporation and HSBC Bank USA, which
                         includes as Exhibit B thereto, the Form of Rights
                         Certificates.

         99.01           Press Release, dated December 5, 2001,
                         issued by RCN Corporation.