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 3, 2004 (November 29, 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 4.01.        Changes in Registrant's Certifying Accountant

         On November 29, 2004, the Audit Committee of the Board of Directors of
RCN Corporation ("RCN" or the "Company") engaged Friedman LLP as the Company's
new independent public accounting firm, and dismissed PricewaterhouseCoopers
LLP ("PwC") as its independent public accounting firm. On November 22, 2004,
PwC was verbally informed of the Company's intention to replace PwC. On
November 29, 2004, RCN communicated in writing the decision of the Audit
Committee of the Board of Directors to dismiss PwC effective on November 29,
2004. Friedman LLP, headquartered in New York City, is a regional accounting
firm with over 200 personnel, and provides accounting, tax, and consulting
services to public and privately held companies in a broad range of industries.
Friedman LLP was founded in 1924 and is a member of DFK International with
affiliated offices worldwide.

         The report of PwC on the Company's financial statements as of and for
the fiscal year ended December 31, 2002 did not contain an adverse opinion or a
disclaimer of opinion, nor was such report qualified or modified as to
uncertainty, audit scope or accounting principles. The report of PwC on the
Company's financial statements as of and for the fiscal year ended December 31,
2003 contained an explanatory paragraph discussing significant doubt about the
Company's ability to continue as a going concern. Such 2003 report did not
contain any other indications of an adverse opinion, disclaimer of opinion, and
was not further qualified or modified as to uncertainty, audit scope or
accounting principle.

         During the fiscal years ended December 31, 2003 and 2002, and through
November 29, 2004, there were no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which disagreements, if not resolved to PwC's satisfaction,
would have caused them to make reference thereto in their reports on the
Company's consolidated financial statements for such fiscal years.

         During the fiscal years ended December 31, 2003 and 2002 and through
November 29, 2004, except as noted in the next three sentences, there have been
no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). During
the quarter ended March 31, 2004, material internal control weaknesses were
reported surrounding the training of existing personnel in the use of
accounting software, which resulted in a material understatement of
depreciation expense, as discussed in the Item 4 section of the Company's Form
10-Q for the quarter ended June 30, 2004. RCN has enhanced policies and
procedures surrounding technical capital labor and non-customer deposits, and
is in the process of putting into place enhanced policies and procedures to
address customer adjustments and remediating weaknesses surrounding software
training. Additionally, certain significant deficiencies were identified and
disclosed in the Item 4 section of RCN's Form 10-Q for the quarter ended
September 30, 2004 and in the Item 9A section of the Company's Form 10-K for
the fiscal year ended December 31, 2003. The Company is working to remediate
these deficiencies.

         The Company has provided PwC with a copy of the above disclosure and
requested PwC furnish to the Company a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made
above. A copy of PwC's response letter dated December 3, 2004 is attached as
Exhibit 16.1 to this Form 8-K.

         During the fiscal years ended December 31, 2003 and December 31, 2002
and through November 29, 2004, the Company did not consult with Friedman LLP
with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, or any
other matters or reportable events as set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.

Cautionary Statement About Forward-Looking Statements

         Some of the statements made by RCN in this filing and the exhibit 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 16.1      Letter of PricewaterhouseCoopers LLP
                                    to the Securities and Exchange Commission,
                                    dated December 3, 2004, regarding change in
                                    certifying accountant


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

Date:  December 3, 2004



<PAGE>




                                 EXHIBIT INDEX

Exhibit
   No.

Exhibit 16.1      Letter of  PricewaterhouseCoopers  LLP to the Securities and
                  Exchange  Commission,  dated December 3, 2004, regarding
                  change in certifying accountant
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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

                      December 3, 2004 (November 29, 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 4.01.        Changes in Registrant's Certifying Accountant

         On November 29, 2004, the Audit Committee of the Board of Directors of
RCN Corporation ("RCN" or the "Company") engaged Friedman LLP as the Company's
new independent public accounting firm, and dismissed PricewaterhouseCoopers
LLP ("PwC") as its independent public accounting firm. On November 22, 2004,
PwC was verbally informed of the Company's intention to replace PwC. On
November 29, 2004, RCN communicated in writing the decision of the Audit
Committee of the Board of Directors to dismiss PwC effective on November 29,
2004. Friedman LLP, headquartered in New York City, is a regional accounting
firm with over 200 personnel, and provides accounting, tax, and consulting
services to public and privately held companies in a broad range of industries.
Friedman LLP was founded in 1924 and is a member of DFK International with
affiliated offices worldwide.

         The report of PwC on the Company's financial statements as of and for
the fiscal year ended December 31, 2002 did not contain an adverse opinion or a
disclaimer of opinion, nor was such report qualified or modified as to
uncertainty, audit scope or accounting principles. The report of PwC on the
Company's financial statements as of and for the fiscal year ended December 31,
2003 contained an explanatory paragraph discussing significant doubt about the
Company's ability to continue as a going concern. Such 2003 report did not
contain any other indications of an adverse opinion, disclaimer of opinion, and
was not further qualified or modified as to uncertainty, audit scope or
accounting principle.

         During the fiscal years ended December 31, 2003 and 2002, and through
November 29, 2004, there were no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which disagreements, if not resolved to PwC's satisfaction,
would have caused them to make reference thereto in their reports on the
Company's consolidated financial statements for such fiscal years.

         During the fiscal years ended December 31, 2003 and 2002 and through
November 29, 2004, except as noted in the next three sentences, there have been
no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). During
the quarter ended March 31, 2004, material internal control weaknesses were
reported surrounding the training of existing personnel in the use of
accounting software, which resulted in a material understatement of
depreciation expense, as discussed in the Item 4 section of the Company's Form
10-Q for the quarter ended June 30, 2004. RCN has enhanced policies and
procedures surrounding technical capital labor and non-customer deposits, and
is in the process of putting into place enhanced policies and procedures to
address customer adjustments and remediating weaknesses surrounding software
training. Additionally, certain significant deficiencies were identified and
disclosed in the Item 4 section of RCN's Form 10-Q for the quarter ended
September 30, 2004 and in the Item 9A section of the Company's Form 10-K for
the fiscal year ended December 31, 2003. The Company is working to remediate
these deficiencies.

         The Company has provided PwC with a copy of the above disclosure and
requested PwC furnish to the Company a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made
above. A copy of PwC's response letter dated December 3, 2004 is attached as
Exhibit 16.1 to this Form 8-K.

         During the fiscal years ended December 31, 2003 and December 31, 2002
and through November 29, 2004, the Company did not consult with Friedman LLP
with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements, or any
other matters or reportable events as set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.

Cautionary Statement About Forward-Looking Statements

         Some of the statements made by RCN in this filing and the exhibit 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 16.1      Letter of PricewaterhouseCoopers LLP
                                    to the Securities and Exchange Commission,
                                    dated December 3, 2004, regarding change in
                                    certifying accountant
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 Royster
                                                       -------------------------
                                               Name:    Deborah M. Royster
                                               Title:   Senior Vice President,
                                                        General Counsel and
                                                        Corporate Secretary

Date:  December 3, 2004
EXHIBIT INDEX

Exhibit
   No.

Exhibit 16.1      Letter of  PricewaterhouseCoopers  LLP to the Securities and
                  Exchange  Commission,  dated December 3, 2004, regarding
                  change in certifying accountant