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, 2001 (September 21, 2001)
                --------------------------------------------
              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
    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)



Item 5.       Other Events

         On September 21, 2001, RCN Finance, LLC, a wholly owned subsidiary
of RCN Corporation ("RCN"), commenced five separate tender offers for
certain of RCN's outstanding senior notes. A press release with respect
thereto is attached hereto as Exhibit 99.1.

 Item 7.      Financial Statements, Pro Forma Financial Information and
              Exhibits.

         (a)  Exhibits

         Exhibit 99.1 RCN Corporation Press Release dated September 21,
2001.



                                 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,
                                                 General Counsel
                                                 and Corporate Secretary

Date:  September 21, 2001




                               EXHIBIT INDEX


Exhibit
   No.

99.1     RCN Corporation Press Release dated September 21, 2001.




                    RCN ANNOUNCES MODIFIED DUTCH AUCTION
             TENDER OFFERS FOR A PORTION OF ITS DEBT SECURITIES

         PRINCETON, N.J., September 21, 2001 -- RCN Corporation (Nasdaq:
RCNC) announced today that RCN Finance, LLC, a wholly owned subsidiary of
RCN, has commenced "Modified Dutch Auction" tender offers for certain of
RCN's Senior Notes described below. RCN Finance is making a separate offer
with respect to each series of such Notes, and no offer is conditioned on
the consummation of any other offer. RCN Finance reserves the right to
close any offer upon satisfaction or waiver of the conditions thereto and
to extend or amend any other offer in accordance with the terms thereof.

         RCN Finance is offering to purchase for cash, at prices designated
by the holders within the ranges specified below, certain of RCN's 10%
Senior Notes due 2007, 10-1/8% Senior Notes due 2010, 9.80% Senior Discount
Notes due 2008, 11% Senior Discount Notes due 2008 and 11-1/8% Senior
Discount Notes due 2007. RCN Finance will accept such tenders as will
result in up to an aggregate of approximately $250 million being spent to
purchase Notes. A separate offer is being made with respect to each series
of Notes. The following table sets forth, for each offer, (1) the range of
prices (per $1,000 principal amount of Notes) at which RCN Finance will
accept tenders of the applicable series of Notes, (2) the aggregate
outstanding principal amount (or principal amount at maturity, as
applicable) of the applicable series of Notes and (3) the aggregate
principal amount (or principal amount at maturity, as applicable) of the
applicable series of Notes that RCN Finance is offering to purchase,
assuming the purchase by RCN Finance of such Notes at the lowest price in
the range of prices specified.

<TABLE>
<CAPTION>

                                                              Aggregate Outstanding           Maximum Principal
                                           Price Range         Principal Amount or           Amount or Principal
Series of Notes                            (per $1000)     Principal Amount at Maturity    Amount at Maturity Sought
---------------                            -----------      ----------------------------   -------------------------
                                                                  (in millions)                  (in millions)
<S>                                        <C>                     <C>                           <C>
10% Senior Notes                           $280 - $350                 $204                          $179
10-1/8% Senior Notes                       $290 - $360                 $352                          $310
9.80% Senior Discount Notes                $190 - $250                 $531                          $184
11% Senior Discount Notes                  $190 - $250                 $224                          $ 79
11-1/8% Senior Discount Notes              $190 - $250                 $568                          $316
</TABLE>

         The funds required for RCN Finance to consummate the offers will
be contributed to RCN Finance by RCN from its available cash.

         Under the "Modified Dutch Auction" procedure, at the applicable
expiration of an offer, RCN Finance will accept tendered Notes in such
offer in the order of the lowest to the highest tender prices specified by
tendering holders within the applicable price range for the applicable
series of Notes, and will select the single lowest price so specified (with
respect to such series, the "Purchase Price") that will enable RCN Finance
to purchase notes for consideration equal to the maximum consideration
available for that series (or, if Notes of that series are tendered (and
not withdrawn) for less than the maximum consideration available for that
series, all Notes of that series so tendered). RCN Finance will pay the
same Purchase Price for all Notes of a given series that are tendered at or
below the Purchase Price for that series, upon the terms and subject to the
conditions of the applicable offer, including the proration terms for that
offer. If the aggregate principal amount (or principal amount at maturity,
as applicable) of Notes tendered pursuant to an offer at the Purchase Price
exceeds the maximum amount of Notes that may be accepted by RCN Finance at
the Purchase Price under the foregoing procedure, all securities tendered
at prices below the applicable Purchase Price will be accepted first, and
then acceptances of tenders at the Purchase Price will be allocated among
holders of the applicable series of Notes on a pro rata basis according to
the principal amount so tendered.

         The terms and conditions of each offer are set forth in RCN
Finance's Offers to Purchase, dated September 21, 2001. Subject to
applicable law, RCN Finance may, in its sole discretion, waive any
condition applicable to any offer or extend or terminate or otherwise amend
any offer.

         No offer is conditioned on the consummation of any other offer,
and no offer has a condition that a minimum principal amount (or principal
amount at maturity, as applicable) of Notes be tendered in that offer. The
consummation of each offer is subject to customary conditions.

         Each offer will expire at 12:00 Midnight, New York City time, on
October 19, 2001, unless extended. Notes tendered pursuant to an offer may
be withdrawn at any time prior to the applicable expiration date.

         This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell securities,
with respect to any Notes. Each offer may only be made pursuant to the
terms of the Offers to Purchase and related Letter of Transmittal.

         Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and
Greenhill & Co., LLC are the dealer managers and Mellon Investor Services
LLC is both the information agent and the depositary in connection with the
tender offers. Copies of the Offers to Purchase, Letter of Transmittal and
related documents may be obtained from the information agent at (888)
566-9474. Additional information concerning the terms of the tender offers
may be obtained by contacting Morgan Stanley & Co. Incorporated at (877)
445-0397, J.P. Morgan Securities Inc. at (800) 245-8812 or Greenhill & Co.
at (888) 504-7336.

About RCN

         RCN Corporation (Nasdaq: RCNC) 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 has more
than one million customer connections and provides service in the Boston,
New York, Philadelphia/Lehigh Valley, Chicago, San Francisco, Los Angeles
and Washington D.C. metropolitan markets.

         RCN's Megaband(TM) Network is a unique broadband fiber-optic
platform capable of offering a full suite of communications services --
including fully featured voice, video and high-speed Internet -- to
residential customers. The network employs SONET ring backbone
architecture, and localized nodes built to ensure RCN's state-of-the-art
fiber optics travel to within 900 feet of RCN customers, with fewer
electronics and lower maintenance costs than existing local networks. RCN's
high-capacity local fiber-optic networks target densely populated areas
comprising 44% of the US residential communications market spread over just
6% of its geography.


Forward- Looking Statements

         Some of the statements made by RCN in this 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
uncertainties relating to economic conditions, acquisitions and
divestitures, government and regulatory policies, the pricing and
availability of equipment, materials, inventory and programming, RCN's
ability to develop and penetrate existing and new markets, technological
developments and changes in the competitive environment in which RCN
operates and RCN's ability to satisfy the conditions to the private
placement and related debt repurchase. Additional information concerning
these and other important factors can be found in RCN's filings with the
Securities and Exchange Commission. Statements in this release should be
evaluated in light of these important factors.

Contact:

Valerie Haertel, RCN Investor Relations, (609) 734-3816
[{"type": "8-K", "sequence": "1", "filename": "s546206.txt", "description": "8-K", "secsgml_size_bytes": 11560}]
{"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": "1741912"}, "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

                  September 21, 2001 (September 21, 2001)
                --------------------------------------------
              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
    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)

Item 5.       Other Events

         On September 21, 2001, RCN Finance, LLC, a wholly owned subsidiary
of RCN Corporation ("RCN"), commenced five separate tender offers for
certain of RCN's outstanding senior notes. A press release with respect
thereto is attached hereto as Exhibit 99.1.

 Item 7.      Financial Statements, Pro Forma Financial Information and
              Exhibits.

         (a)  Exhibits

         Exhibit 99.1 RCN Corporation Press Release dated September 21,
2001.

                                 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,
                                                 General Counsel
                                                 and Corporate Secretary

Date:  September 21, 2001

                               EXHIBIT INDEX

Exhibit
   No.

99.1     RCN Corporation Press Release dated September 21, 2001.

                    RCN ANNOUNCES MODIFIED DUTCH AUCTION
             TENDER OFFERS FOR A PORTION OF ITS DEBT SECURITIES

         PRINCETON, N.J., September 21, 2001 -- RCN Corporation (Nasdaq:
RCNC) announced today that RCN Finance, LLC, a wholly owned subsidiary of
RCN, has commenced "Modified Dutch Auction" tender offers for certain of
RCN's Senior Notes described below. RCN Finance is making a separate offer
with respect to each series of such Notes, and no offer is conditioned on
the consummation of any other offer. RCN Finance reserves the right to
close any offer upon satisfaction or waiver of the conditions thereto and
to extend or amend any other offer in accordance with the terms thereof.

         RCN Finance is offering to purchase for cash, at prices designated
by the holders within the ranges specified below, certain of RCN's 10%
Senior Notes due 2007, 10-1/8% Senior Notes due 2010, 9.80% Senior Discount
Notes due 2008, 11% Senior Discount Notes due 2008 and 11-1/8% Senior
Discount Notes due 2007. RCN Finance will accept such tenders as will
result in up to an aggregate of approximately $250 million being spent to
purchase Notes. A separate offer is being made with respect to each series
of Notes. The following table sets forth, for each offer, (1) the range of
prices (per $1,000 principal amount of Notes) at which RCN Finance will
accept tenders of the applicable series of Notes, (2) the aggregate
outstanding principal amount (or principal amount at maturity, as
applicable) of the applicable series of Notes and (3) the aggregate
principal amount (or principal amount at maturity, as applicable) of the
applicable series of Notes that RCN Finance is offering to purchase,
assuming the purchase by RCN Finance of such Notes at the lowest price in
the range of prices specified.
Aggregate Outstanding           Maximum Principal
                                           Price Range         Principal Amount or           Amount or Principal
Series of Notes                            (per $1000)     Principal Amount at Maturity    Amount at Maturity Sought
---------------                            -----------      ----------------------------   -------------------------
                                                                  (in millions)                  (in millions)
10% Senior Notes                           $280 - $350                 $204                          $179
10-1/8% Senior Notes                       $290 - $360                 $352                          $310
9.80% Senior Discount Notes                $190 - $250                 $531                          $184
11% Senior Discount Notes                  $190 - $250                 $224                          $ 79
11-1/8% Senior Discount Notes              $190 - $250                 $568                          $316
The funds required for RCN Finance to consummate the offers will
be contributed to RCN Finance by RCN from its available cash.

         Under the "Modified Dutch Auction" procedure, at the applicable
expiration of an offer, RCN Finance will accept tendered Notes in such
offer in the order of the lowest to the highest tender prices specified by
tendering holders within the applicable price range for the applicable
series of Notes, and will select the single lowest price so specified (with
respect to such series, the "Purchase Price") that will enable RCN Finance
to purchase notes for consideration equal to the maximum consideration
available for that series (or, if Notes of that series are tendered (and
not withdrawn) for less than the maximum consideration available for that
series, all Notes of that series so tendered). RCN Finance will pay the
same Purchase Price for all Notes of a given series that are tendered at or
below the Purchase Price for that series, upon the terms and subject to the
conditions of the applicable offer, including the proration terms for that
offer. If the aggregate principal amount (or principal amount at maturity,
as applicable) of Notes tendered pursuant to an offer at the Purchase Price
exceeds the maximum amount of Notes that may be accepted by RCN Finance at
the Purchase Price under the foregoing procedure, all securities tendered
at prices below the applicable Purchase Price will be accepted first, and
then acceptances of tenders at the Purchase Price will be allocated among
holders of the applicable series of Notes on a pro rata basis according to
the principal amount so tendered.

         The terms and conditions of each offer are set forth in RCN
Finance's Offers to Purchase, dated September 21, 2001. Subject to
applicable law, RCN Finance may, in its sole discretion, waive any
condition applicable to any offer or extend or terminate or otherwise amend
any offer.

         No offer is conditioned on the consummation of any other offer,
and no offer has a condition that a minimum principal amount (or principal
amount at maturity, as applicable) of Notes be tendered in that offer. The
consummation of each offer is subject to customary conditions.

         Each offer will expire at 12:00 Midnight, New York City time, on
October 19, 2001, unless extended. Notes tendered pursuant to an offer may
be withdrawn at any time prior to the applicable expiration date.

         This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell securities,
with respect to any Notes. Each offer may only be made pursuant to the
terms of the Offers to Purchase and related Letter of Transmittal.

         Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and
Greenhill & Co., LLC are the dealer managers and Mellon Investor Services
LLC is both the information agent and the depositary in connection with the
tender offers. Copies of the Offers to Purchase, Letter of Transmittal and
related documents may be obtained from the information agent at (888)
566-9474. Additional information concerning the terms of the tender offers
may be obtained by contacting Morgan Stanley & Co. Incorporated at (877)
445-0397, J.P. Morgan Securities Inc. at (800) 245-8812 or Greenhill & Co.
at (888) 504-7336.

About RCN

         RCN Corporation (Nasdaq: RCNC) 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 has more
than one million customer connections and provides service in the Boston,
New York, Philadelphia/Lehigh Valley, Chicago, San Francisco, Los Angeles
and Washington D.C. metropolitan markets.

         RCN's Megaband(TM) Network is a unique broadband fiber-optic
platform capable of offering a full suite of communications services --
including fully featured voice, video and high-speed Internet -- to
residential customers. The network employs SONET ring backbone
architecture, and localized nodes built to ensure RCN's state-of-the-art
fiber optics travel to within 900 feet of RCN customers, with fewer
electronics and lower maintenance costs than existing local networks. RCN's
high-capacity local fiber-optic networks target densely populated areas
comprising 44% of the US residential communications market spread over just
6% of its geography.

Forward- Looking Statements

         Some of the statements made by RCN in this 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
uncertainties relating to economic conditions, acquisitions and
divestitures, government and regulatory policies, the pricing and
availability of equipment, materials, inventory and programming, RCN's
ability to develop and penetrate existing and new markets, technological
developments and changes in the competitive environment in which RCN
operates and RCN's ability to satisfy the conditions to the private
placement and related debt repurchase. Additional information concerning
these and other important factors can be found in RCN's filings with the
Securities and Exchange Commission. Statements in this release should be
evaluated in light of these important factors.

Contact:

Valerie Haertel, RCN Investor Relations, (609) 734-3816