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

                                  June 9, 2004
                  ____________________________________________
                Date of Report (Date of earliest event reported)


                                RCN Corporation
                  ____________________________________________
             (Exact name of Registrant as specified in its charter)

        Delaware                  001-16805                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)

<PAGE>


Item 9.  Regulation FD Disclosure

         The following information is being furnished under Item 9. "Regulation
FD Disclosure."

         On May 27, 2004, RCN Corporation ("RCN" or the "Company") issued a
press release announcing that its senior secured lenders (the "Lenders") and
members of an ad hoc committee of holders of its Senior Notes (the
"Noteholders' Committee") agreed to support a financial restructuring, and that
RCN and several non-operating subsidiaries (collectively, the "Debtors") filed
voluntary petitions for reorganization under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the Southern
District Court of New York. The press release and subsequent Form 8-K, filed on
June 1, 2004, included material non-public information which had been disclosed
to the Lenders, members of the Noteholders' Committee and their advisors during
negotiations leading up to the agreement to support a financial restructuring.

         In connection with negotiations with the Noteholders' Committee and
Lenders, the Company prepared, to the best of management's information and
belief, projected, consolidated statements of operations (the "forecast(s)" or
the "projection(s)"). The Company had entered into confidentiality agreements
with members of the Noteholders' Committee and their advisors which require the
members of the Noteholders' Committee to maintain as confidential all
information furnished to them as part of the negotiations and not to use it
other than in connection with their review and consideration of a financial
recapitalization, reorganization and/or restructuring. The confidentiality
agreements expressly require the Company to disclose certain non-public
information provided to those parties during the course of such negotiations.

         The purpose of this Form 8-K is to disclose, at the request of the
members of the Noteholders' Committee and their advisors and pursuant to the
terms of the confidentiality agreements, specific non-public information, in
the form of projected financial information provided to the members of the
Noteholders' Committee and their advisors. However, this Form 8-K, which is
furnished solely with a view toward compliance with Regulation FD, will not be
deemed as an admission to the materiality of any information provided herein.

         This disclosure consists of projections of future operating results of
the Company and its subsidiaries provided to the members of the Noteholders'
Committee as part of the Company's negotiations with its Lenders and members of
the Noteholders' Committee on a financial restructuring prior to entering into
a commitment letter with Deutsche Bank Securities Inc., pursuant to which the
Company will receive new financing upon the consummation of its financial
restructuring. The projections were initially prepared for the purpose of
illustrating the financial impact of the implementation of the Company's
operational restructuring as contemplated on April 2, 2004, the time the
Company projections were disseminated. Since restructuring negotiations were
ongoing at, and have continued since, that time, the Company's projections
were, and are, subject to change. In addition, the projections have not been
updated to reflect the effect of the commitment letter with Deutsche Bank
Securities Inc. This will be done as part of the financial disclosure
requirement and plan of reorganization that will be filed with the United
States Bankruptcy Court for the Southern District Court of New York. These
projections were not prepared with a view toward compliance with published
guidelines of the Securities and Exchange Commission or the guidelines
established by the American Institute of Certified Public Accountants for
preparation and presentation of prospective financial information. The
information provided by the Company for the projections were based on a number
of estimates and assumptions that, although considered reasonable by management
at the time they were made, are inherently subject to significant economic and
competitive uncertainties and contingencies beyond the control of the Company
and management and upon assumptions with respect to all subsequent business
decisions since that time and going forward which were, and are, subject to
change. The projections make numerous assumptions with respect to the
operations of the Company, industry performance, general business and economic
conditions, and other matters, most of which are beyond the control of the
Company. Management is responsible for the information used for the preparation
of the projections, and management believes the information was reasonable at
the time it was provided. The Company is not obligated to publicly update any
projections due to new information or as the result of future events.

         Such uncertainties and contingencies that may affect these projections
include, without limitation, the economic environment in general and the
telecom market in particular, the uncertainties associated with a filing under
Chapter 11 and related considerations of approval of a plan of reorganization,
the ability of the Company to satisfy its future financing needs, the ability
to achieve significant changes in operating expenses, the ability to attract
and retain customers, the ability to obtain and maintain appropriate regulatory
approvals, the ability to retain and attract qualified management and other
personnel, the ability to maintain key vendors, the ability to maintain
strategic alliances to provide services in key markets, and such other risks
and uncertainties set forth under "Business -- Risk Factors" in Part I, Item 1
of the Company's Annual Report on Form 10-K and Form 10-K/A (the "Annual
Report") for the year ended December 31, 2003 and such other factors as may
appear in the Company's SEC filings from time to time. Accordingly, there can
be no assurances that the projected results would be realized, and actual
results may vary materially from those projected. If actual results are lower
than those shown, or if the assumptions used in formulating the projections are
not realized, Company cash flows could be materially and adversely affected.

The table below reflects 2003 estimated operating metrics and the 2004 - 2009
projected operating metrics provided to members of the Noteholders' Committee
and their advisors.

<TABLE>
<CAPTION>

RCN Corporation
(Dollars  in  Millions,  Except for Unit Metrics)

                                                                                Projections
                                          2003     ----------------------------------------------------------------------
                                        estimate     2004       2005       2006       2007        2008         2009
                                    -------------------------------------------------------------------------------------
<S>                                      <C>         <C>        <C>        <C>        <C>         <C>          <C>
Adjusted EBITDA                          $7.7        $31.3      $83.5      $117.7     $150.1      $174.2       $193.1
CapEx                                   (87.5)       (67.4)     (65.9)      (64.9)     (49.9)      (47.6)       (45.5)
                                    -------------------------------------------------------------------------------------
Adjusted EBITDA-CapEx                   (79.8)       (36.1)      17.6        52.8      100.2       126.6        147.6

Working Capital                         (41.4)         1.2       (4.6)       (4.2)      (4.2)       (4.0)        (3.8)
Deferred Revenue                          1.5         (5.3)      (1.9)       (0.2)       0.4         0.1          0.3
Starpower Dividend                        7.8          0.8        4.0         6.0        2.0         9.1         10.7
                                    -------------------------------------------------------------------------------------
Cash Flow Before Financing
and Restructuring                     $(111.9)     $ (39.4)    $ 15.1      $ 54.4     $ 98.4      $131.8       $154.8

Average Revenue per Unit (Monthly)
ARPU - Voice                            $48.33       $46.12     $45.18      $43.36     $41.84      $40.96       $40.20
ARPU - Video                            $47.94       $52.35     $57.17      $62.34     $66.46      $69.11       $71.71
ARPU - Data                             $37.85       $39.47     $40.05      $40.83     $41.27      $41.47       $41.88

Average Revenue per Customer (ARPC)     $88.55       $97.79    $107.97     $116.36    $122.39     $126.38      $129.93
Average Service per Customer (ASPC)       2.31         2.47       2.62        2.73       2.81        2.86         2.90

Marketable Homes                     1,213,932    1,210,881  1,179,581   1,171,581  1,169,581   1,169,581    1,169,581
Average Number of Customers            387,005      382,715    374,216     382,598    395,973     409,621      421,244
% Customer Penetration                   32.0%        31.6%      31.7%       32.7%      33.9%       35.0%        36.0%

Average Voice Connections              236,361      247,158    249,895     264,338    281,170     296,701      309,543
Average Video Connections              346,217      348,621    352,286     365,584    381,223     395,413      406,665
Average Data Connections               155,768      189,015    215,841     242,907    266,403     286,974      303,955
                                    -------------------------------------------------------------------------------------
Total Average Connections              738,346      784,794    818,022     872,829    928,796     979,088    1,020,163

Churn - Voice (Monthly)                   2.6%         2.4%       2.0%        1.9%       1.7%        1.7%         1.7%
Churn - Video (Monthly)                   2.4%         2.1%       2.0%        1.9%       1.9%        1.9%         1.9%
Churn - Data (Monthly)                    2.3%         1.9%       1.8%        1.8%       1.7%        1.7%         1.7%
                                    -------------------------------------------------------------------------------------
Total monthly Customer Churn              2.4%         2.2%       1.9%        1.9%       1.8%        1.8%         1.8%

</TABLE>

The table below reflects 2003 estimated and 2004-2009 projected operating
results provided to members of the Noteholders' Committee and their advisors.

<TABLE>
<CAPTION>
    RCN Corporation
    (Dollars in Millions, Except for Unit Metrics)
                                                                        Projections
                                          2003     ------------------------------------------------------
                                        estimate    2004     2005     2006     2007     2008     2009
                                       ------------------------------------------------------------------
<S>                                     <C>       <C>      <C>     <C>       <C>      <C>      <C>
    Voice                               $146.3    $142.8   $140.9  $ 142.6   $146.1   $150.8   $154.4
    Video                                201.8     221.6    244.6    276.8    307.8    332.2    354.6
    Data                                  95.1     110.2    120.1    133.7    146.4    157.7    168.1
    Reciprocal Compensation               35.8       4.6      1.4      0.5      -        -        -
    Other                                  5.9      14.1     20.2     26.7     33.0     37.7     41.6
                                       ------------------------------------------------------------------
    Total Revenue                        484.9     493.3    527.2    580.3    633.3    678.4    718.7

    Voice                                 38.5      36.6     34.3     33.8     33.4     33.5     34.2
    Video                                113.1     126.2    140.7    158.5    177.4    195.3    212.4
    Data                                  12.0      13.8     14.0     14.9     15.7     16.9     18.2
    Other                                  1.6       2.8      2.3      2.9      3.5      4.1      4.8
                                       ------------------------------------------------------------------
    Total Direct Costs                   165.2     179.4    191.3    210.1    230.0    249.8    269.6

    Gross Profit                         319.6     313.9    335.9    370.2    403.3    428.6    449.1
      % Gross Margin                     65.9%     63.6%    63.7%    63.8%    63.7%    63.2%    62.5%

    SG&A                                 311.9     282.7    252.5    252.6    253.4    254.5    256.1
                                       ------------------------------------------------------------------

(1) Adjusted EBITDA                        7.7      31.2     83.4    117.6    149.9    174.1    193.0

    Depreciation and Amortization        197.3     126.3    123.4    111.5    118.7    117.4    112.4
    Non-cash stock-based compensation      4.7       -        -        -        -        -        -
    Impairments and other charges, net   167.2       -        -        -        -        -        -
                                       ------------------------------------------------------------------

(2) Adjusted EBIT                       (361.4)    (95.1)   (40.0)     6.1     31.2     56.7     80.6

    Interest (Income)                     (6.3)     (0.7)     0.6      0.7      -       (1.3)    (3.3)
    Interest Expense                     180.2      38.8     38.8     38.8     38.8     35.6     35.6
                                       ------------------------------------------------------------------
    Total Net Interest                   173.9      38.1     39.4     39.5     38.8     34.3     32.3

(3) Adjusted EBT                        (535.3)   (133.2)   (79.4)   (33.4)    (7.6)    22.4     48.3

    Restructuring Advisory Fees            5.3      27.2      -        -        -        -        -
    Other income, net                     (8.2)      -        -        -        -        -        -
    Gain on early extinguishment of debt (45.5)      -        -        -        -        -        -
                                       ------------------------------------------------------------------

    Pre-tax Income                      (486.9)   (160.4)   (79.4)   (33.4)    (7.6)    22.4     48.3
    Provision for Taxes                    1.3       -        -        -        -        -        -
                                       ------------------------------------------------------------------
    Income before Equity Income         (488.2)   (160.4)   (79.4)   (33.4)    (7.6)    22.4     48.3
                                       ------------------------------------------------------------------

(4) Equity Income in 20-50% Companies     23.5      (8.5)   (10.5)   (11.3)    (6.1)   (12.3)   (13.1)
    Impairment of 20-50% Companies        35.0       -        -        -        -        -        -
    Income from discontinued operations (174.0)      -        -        -        -        -        -
                                       ------------------------------------------------------------------
    Net Income                         $(325.7)  $(168.9)  $(89.9)  $(44.7)  $(13.7)   $10.1    $35.2
                                       ==================================================================

    Capital Expenditures
    Category 1                           $29.9     $31.7    $23.4    $23.5    $19.3    $18.7    $18.6
    Category 2                            49.4      29.7     36.6     35.5     25.4     23.6     21.6
    Category 3                             8.2       6.0      5.9      5.9      5.3      5.3      5.3
                                       ------------------------------------------------------------------
    Total CapEx                           87.5      67.4     65.9     64.9     50.0     47.6     45.5

(5) Adjusted EBITDA - CapEx             $(79.8)   $(36.2)   $17.5    $52.7    $99.9   $126.5   $147.5


(1.)     Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") - Non GAAP
         measure calculated as net income (loss) before interest, tax, depreciation and amortization, and other
         income/expense and equity income that management uses as a measure of performance. Adjusted EBITDA is a
         meaningful indicator of profitability for capital-intensive businesses, and is a key valuation metric in
         the investment community. Other companies may calculate and define Adjusted EBITDA differently than RCN.

(2.)     Adjusted Earnings Before Interest and Taxes ("Adjusted EBIT") - Non-GAAP measure calculated as net income
         (loss) before interest, taxes, and other income/expense and equity income. Other companies may calculate
         and define Adjusted EBIT differently than RCN.

(3.)     Adjusted Earnings Before Taxes ("Adjusted EBT") - Non-GAAP measure calculated as net income (loss) before
         taxes, and other income/expense and equity income. Other companies may calculate and define Adjusted EBT
         differently than RCN.

(4.)     The projections do not assume equity income from the Company's 48.93% investment in Megacable.

(5.)     Adjusted EBITDA less Capital Expenditures ("CapEx") - Non-GAAP measure calculated as Adjusted EBITDA less
         cash spent for CapEx. Other companies may calculate and define Adjusted EBITDA less CapEx differently than
         RCN.
</TABLE>


         The projections include both financial measures generated using
generally accepted accounting principles ("GAAP") and non-GAAP measures. THE
PROJECTIONS ARE BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS DESCRIBED BELOW.
ACTUAL OPERATING RESULTS AND VALUES MAY VARY SIGNIFICANTLY FROM THOSE
PROJECTED. The assumptions, financial measures and other operating metrics used
reflect industry conventions and standard measures of liquidity, profitability
and performance commonly used by the investment community for comparability
purposes and include the following:

i.       Fiscal Years. RCN's fiscal years end on December 31 of each year.

ii.      Plan Terms and Consummation. The projections assume a Consummation
         Date of September 30, 2004. If consummation of the Plan does not occur
         on or around September 30, 2004, there is no assurance that, among
         other things, the trade creditors or customers will support RCN as
         projected. A material reduction in trade credit and terms would
         materially impact RCN's ability to achieve the projected results.
         Further, if the Effective Date does not occur by September 30, 2004,
         additional bankruptcy expenses will be incurred until such time as a
         plan of reorganization is confirmed and consummated. These expenses
         could significantly impact RCN's results of operations and cash flows.

iii.     Business Overview. From inception, the Company has both built an
         advanced fiber-optic broadband network and acquired systems that have
         been integrated into its network. In terms of network capabilities and
         market penetration, the Company's markets are in various stages of
         development and operating results vary widely by market. As a result
         of various initiatives underway, including market consolidations, cost
         reductions, system upgrades and specific marketing strategies, future
         market performance will not necessarily be comparable to historical
         performance. The Company continues to look at all operational
         efficiencies and other alternatives related to each market.

iv.      Assumptions Preceding the Effective Date. As a basis for the
         Projections, management has estimated the operating results for the
         period of time leading up to the Effective Date. Specifically, it has
         been assumed that during the Chapter 11 case, trade vendors will
         continue to provide the Debtor with goods and services on relatively
         customary terms and credit.

v.       Average Number of Customers. Average Number of Customers is a measure
         of the average number of residential customers in a given period.

vi.      Average Revenue Per Unit ("ARPU"). Average Revenue Per Unit is a
         measure of the average monthly revenue earned per connection. It is
         calculated by dividing the total residential revenue for all services
         (i.e. local and long-distance voice, video and cable modem) by the
         average number of connections during the period.

         Video ARPU is projected to increase from higher take rates on
         additional services (such as digital tier, premium channels,
         Video-on-Demand, HDTV and Personal Video Recording) and from price
         increases. Voice ARPU is projected to decline due to competing
         technologies such as wireless and voice over internet protocol. Data
         ARPU is projected to increase as a result of the sale of new
         content-based services.

vii.     Average Revenue Per Customer ("ARPC"). Average Revenue per Customer is
         a measure of the average monthly revenue earned per residential
         customer. It is calculated by dividing the total residential revenue
         for all services (i.e. local and long-distance voice, video and cable
         modem) by the average number of residential customers for that service
         during the period. For purposes of this calculation, revenue excludes
         reciprocal compensation.

viii.    Average Services Per Customer ("ASPC"). Average Services per Customer
         is a measure of the average number of services used by residential
         customers during a particular period where a service is defined as a
         local voice, long-distance voice, video or cable modem connection. It
         is calculated by dividing the total average local voice, long-distance
         voice, video and cable modem connections for a period by the average
         number of customers during the period.

ix.      Capital Expenditures. Category 1 capital expenditures (on the network
         up to the point of the customer's premises) are projected to decrease
         as there is no further planned network build-out or rebuild after
         2004. Category 2 capital expenditures (related to customer premise
         equipment ("CPE") including labor and material associated with
         installing new customers) are projected to increase in 2005 (with the
         continued rollout of high-end customer premise equipment such as HDTV
         and Personal Video Recorders) and decrease in the later years after
         the FCC mandated implementation of an all digital open-video platform
         (that will enable the Company to purchase cheaper video equipment).
         Category 3 capital expenditures (non-network related capital) are
         projected to remain relatively constant.

x.       Customer Churn. Churn is a measure of the rate at which customers
         (subscribers) are disconnecting from a particular service on a
         voluntary or involuntary basis. It is calculated by dividing the
         number of subscribers that disconnect that service during a month by
         the total number of subscribers for that service at the beginning of
         the month. Only subscribers that drop all of their RCN services are
         included in the calculation.

xi.      Deferred Revenue. Deferred revenue reflects the timing difference
         between the invoiced amounts on certain contracts and the recording of
         revenues on a GAAP basis. The Company generally receives cash in
         advance under contracts related to commercial sales of dark-fiber.

xii.     Direct Costs. Direct costs are comprised of programming and franchise
         fees associated with video revenues, franchise fees, costs of
         operating the Company's network, as well as related telecommunication
         costs.

         Video direct costs were forecasted using actual network programming
         fees with adjustments for anticipated annual increases. Voice direct
         costs were forecasted to decline based on access pricing trends and
         the optimization of the fixed network components. Data direct costs
         are projected to rise over time due to the introduction of
         content-based services which require payments to the content
         providers.

xiii.    Equity Income. The projections do not assume equity income from the
         Company's 48.93% investment in Megacable.

xiv.     Income Taxes. During all periods presented, the projections assume the
         use of the Company's net operating loss carryforwards.

xv.      Interest Expense. Interest expense reflects interest accrued on
         existing secured credit facilities during the periods presented.
         Additionally, the projections assume the unsecured senior notes were
         converted into equity during all periods presented. The projections do
         not reflect interest expense (and other payments) under the Deutsche
         Bank Securities Inc. commitment.

xvi.     Interest Income. Interest income reflects current and estimated market
         rates on cash and cash equivalents and presumes interest rates do not
         change materially.

xvii.    Marketable Homes. Marketable Homes are homes located on RCN's network
         with active plant built past them where only the installation of drops
         and customer premise equipment is required to provide voice, video or
         cable modem service to the customer. In certain markets the voice
         service is provided through collocation with the incumbent service
         provider and the leasing of the incumbent's local loop.

xviii.   Selling, General & Administrative Costs. Selling, general and
         administrative costs are comprised of salaries and related employee
         costs, facilities costs, sales and marketing costs and costs
         associated with customer care. Selling, general and administrative
         costs, as a percentage of revenue, are expected to continue to
         decrease as a result of various cost savings initiatives.

            o  Optimizing customer acquisition process
            o  Increasing efficiency of field service delivery process
            o  Consolidation of markets
            o  Consolidation technical support roles
            o  Real estate rationalization
            o  Customer empowerment through web-based solutions
            o  Centralization of certain services performed by each market

xix.     Real Estate Leases. The projections assume significant savings in real
         estate expenses. The annual expense reduction opportunity is derived
         from the renegotiation or termination of underutilized real estate.
         The Company's 2003 Annual Report and Form 10-Q for the quarterly
         period ended March 31, 2004, contain disclosures concerning accrued
         exit costs associated with real estate leases.

xx.      Franchise Agreement Exposure. The Company expects that it will not be
         able to meet all of the construction and system build-out requirements
         contained in 34 out of 138 cable franchise agreements it has entered
         into with certain local governments. The Company is attempting to
         negotiate with franchising authorities to extend, modify, terminate or
         postpone the terms of the applicable franchise to avoid any breaches
         and related penalties. As a result, the projections do not reflect any
         costs, expenses or reserves associated with these requirements. The
         Company's 2003 Annual Report and Form 10-Q for the quarterly period
         ended March 31, 2004, contain disclosures concerning these issues,
         including accrued exit costs associated with franchise agreements.

xxi.     Starpower Dividend. Starpower dividend projections assume that the
         Starpower Members Committee will elect to distribute all available
         cash over and above a certain minimum balance.

xxii.    Working Capital. Components of working capital are projected primarily
         on the basis of historic patterns applied to projected levels of
         operation. It has been assumed that the Debtor receives normal levels
         of vendor trade terms in the post-Effective Date period.

Use of Non-GAAP Financial Measures

         The projections above contain non-GAAP financial measures. Generally,
a non-GAAP measure is a numerical measure of a company's historical or future
financial performance, financial position or cash flows that either excludes or
includes amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance with
accounting principles generally accepted in the United States ("GAAP").
Shown below is the 2003 actual and 2004-2009 projected income statement
information presented in GAAP format as well as capital expenditure
information.

<TABLE>
<CAPTION>

RCN Corporation
(Dollars in Millions, Except for Unit Metrics)
                                                                      Projections
                                          2003   --------------------------------------------------------
                                         Actual    2004     2005     2006     2007     2008    2009
                                       ------------------------------------------------------------------

<S>                                     <C>       <C>      <C>      <C>      <C>      <C>      <C>
Voice                                   $146.3    $142.8   $140.9   $142.6   $146.1   $150.8   $154.4
Video                                    201.8     221.6    244.6    276.8    307.8    332.2   354.6
Data                                      95.1     110.2    120.1    133.7    146.4    157.7   168.1
Reciprocal Compensation                   35.8       4.6      1.4      0.5      -        -       -
Other                                      5.9      14.1     20.2     26.7     33.0     37.7    41.6
                                       ------------------------------------------------------------------
Total Revenue                            484.9     493.3    527.2    580.3    633.3    678.4   718.7

Voice                                     38.5      36.6     34.3     33.8     33.4     33.5    34.2
Video                                    113.1     126.2    140.7    158.5    177.4    195.3   212.4
Data                                      12.0      13.8     14.0     14.9     15.7     16.9    18.2
Other                                      1.6       2.8      2.3      2.9      3.5      4.1     4.8
                                       ------------------------------------------------------------------
Total Direct Costs                       165.2     179.4    191.3    210.1    230.0    249.8   269.6

Gross Profit                             319.6     313.9    335.9    370.2    403.3    428.6   449.1
   % Gross Margin                        65.9%     63.6%    63.7%    63.8%    63.7%    63.2%   62.5%

SG&A                                     311.9     282.7    252.5    252.6    253.4    254.5   256.1
Restructuring Advisory Fees                5.3      27.2      -        -        -        -       -
Non-cash stock-based compensation          4.7       -        -        -        -        -       -
Impairments and other charges, net       167.2       -        -        -        -        -       -
Depreciation and Amortization            197.3     126.3    123.4    111.5    118.7    117.4   112.4
                                       ------------------------------------------------------------------

Operating Loss                          (366.7)   (122.3)   (40.0)     6.1     31.2     56.7    80.6

Interest (Income)                         (6.3)     (0.7)     0.6      0.7      -       (1.3)   (3.3)
Interest Expense                         180.2      38.8     38.8     38.8     38.8     35.6    35.6
Gain on early extinguishment of debt     (45.5)      -        -        -        -        -       -
Other income, net                         (8.2)      -        -        -        -        -       -
                                       ------------------------------------------------------------------

(Loss) Income from Continuing
Operations Before Income Taxes          (486.9)   (160.4)   (79.4)   (33.4)   (7.6)     22.4    48.3

Provision for Taxes                        1.3       -        -        -       -         -       -
                                       ------------------------------------------------------------------

(Loss) Income from Continuing
Operations Before Equity in
Unconsolidated Entities                 (488.2)   (160.4)   (79.4)   (33.4)   (7.6)     22.4    48.3

Equity Income in 20-50% Companies         23.5      (8.5)   (10.5)   (11.3)   (6.1)    (12.3)  (13.1)
Impairment of 20-50% Companies            35.0       -        -        -       -         -       -
                                       ------------------------------------------------------------------

Net (Loss) Income from Continuing
   Operations                           (499.7)   (168.9)   (89.9)   (44.7)  (13.7)     10.1    35.2

Income from Discontinued Operations     (174.0)      -        -        -       -         -       -
                                       ------------------------------------------------------------------

Net (Loss) Income                      $(325.7)  $(168.9)  $(89.9)  $(44.7) $(13.7)    $10.1   $35.2
                                       ==================================================================

Capital Expenditures
Category 1                               $29.9     $31.7    $23.4    $23.5   $19.3     $18.7   $18.6
Category 2                                49.4      29.7     36.6     35.5    25.4      23.6    21.6
Category 3                                 8.2       6.0      5.9      5.9     5.3       5.3     5.3
                                       ------------------------------------------------------------------
Total CapEx                               87.5      67.4     65.9     64.9    50.0      47.6    45.5

</TABLE>


Pursuant to the requirements of Regulation G, the following table contains
reconciliations of the non-GAAP financial measures contained in the projections
to the most comparable financial measure calculated and presented in accordance
with GAAP.

<TABLE>
<CAPTION>
                                                                      Projections
                                              -------------------------------------------------------------
                                      2003       2004       2005      2006      2007      2008     2009
                                   ------------------------------------------------------------------------
<S>                                   <C>       <C>        <C>        <C>       <C>       <C>      <C>
Adjusted EBITDA per projections       $7.7      $31.2      $83.4      $117.6    $149.9    $174.1   $193.0

Restructuring Advisory Fees            5.3       27.2        -           -         -         -        -
Depreciation and Amortization        197.3      126.3      123.4       111.5     118.7     117.4    112.4

Non-cash stock-based compensation      4.7        -          -           -        -          -        -

Impairments and other charges, net   167.2        -          -           -        -          -        -
                                   ------------------------------------------------------------------------
Operating Loss                     $(366.7)   $(122.3)    $(40.0)       $6.1     $31.2     $56.7    $80.6
                                   ========================================================================


                                                                      Projections
                                              -------------------------------------------------------------
                                      2003       2004       2005      2006      2007      2008     2009
                                   ------------------------------------------------------------------------
Adjusted EBIT per projections      $(361.4)    $(95.1)    $(40.0)       $6.1     $31.2     $56.7    $80.6

Restructuring Advisory Fees            5.3       27.2        -           -         -         -        -
                                   ------------------------------------------------------------------------
Operating Loss                      (366.7)    (122.3)     (40.0)        6.1      31.2      56.7     80.6
                                   ========================================================================


                                                                      Projections
                                              -------------------------------------------------------------
                                      2003       2004       2005      2006      2007      2008     2009
                                   ------------------------------------------------------------------------
Adjusted EBT per projections       $(535.3)   $(133.2)    $(79.4)     $(33.4)    $(7.6)    $22.4    $48.3

Restructuring Advisory Fees            5.3       27.2        -           -         -         -        -

Other income, net                     (8.2)       -          -           -         -         -        -
Gain on early extinguishment
of debt                              (45.5)       -          -           -         -         -        -
                                   ------------------------------------------------------------------------
(Loss) Income from Continuing
Operations Before Income Taxes     $(486.9)   $(160.4)    $(79.4)     $(33.4)    $(7.6)    $22.4    $48.3
                                   ========================================================================
</TABLE>


         The 2004-2009 projections included non-GAAP financial measures as
defined in SEC Regulation G. EBITDA, EBIT and EBT ("non-GAAP financial
measures") are commonly used as key valuation metrics in the investment
community and may be considered a meaningful indicator of profitability for
capital-intensive businesses. Other companies may calculate and define these
non-GAAP measures differently. These non-GAAP financial measures are not a
measure of financial performance or liquidity under GAAP and accordingly should
not be considered as substitutes for net income, income from operations, net
cash provided by operating activities, total indebtedness or any other
operating, liquidity, indebtedness or capitalization measure prepared in
accordance with GAAP. Items excluded from these non-GAAP financial measures are
significant components in understanding and assessing the Company's financial
performance. However, because these non-GAAP financial measures are not based
on any standardized methodology prescribed by GAAP, investors should note that
they are not necessarily comparable to similar measures presented by other
companies.

           The information contained in this Current Report on Form 8-K is
     summary information that is intended to be considered in the context of
     RCN's SEC filings and other public announcements that the Company may
     make, by press release or otherwise, from time to time. The Company does
     not, as a matter of course, disclose long-range external forecasts or
     projections of anticipated financial position or results of operations.
     Except as otherwise required by a Disclosure Statement to be sent to
     creditors and security holders entitled to vote on the plan of
     reorganization after such Disclosure Statement is approved by the
     bankruptcy court, RCN disclaims any obligation to furnish, update or
     publish any long-range external forecasts or projections of anticipated
     financial position or results of operations. RCN further disclaims any
     obligation to publicly update or revise any information contained in this
     Current Report on Form 8-K, although it may do so from time to time as the
     Company believes warranted. Any such updating may be made through the
     filing of other reports or documents with the SEC, through press releases
     or through other public disclosure.

     Cautionary Statement About Forward-Looking Statements

                  Some of the statements made by RCN in this Form 8-K are
     forward-looking in nature. Actual results may differ materially from those
     projected in forward-looking statements as a result of a number of
     factors. RCN believes that the primary factors include, but are not
     limited to, availability of financing, ability to obtain regulatory
     approvals, uncertainty relating to economic conditions, ability to attract
     and retain qualified management and other personnel, changes in government
     and regulatory policies, pricing and availability of equipment, materials,
     inventory and programming, 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 RCN
     operates and ability to produce sufficient cash flow. Additional
     information concerning these and other important factors can be found in
     RCN's filings with the Securities and Exchange Commission. Statements in
     these filings should be evaluated in light of these important factors.

         These and other risk factors are set forth in more detail in the
Company's Annual Report on Form 10-K and 10-K/A for 2003 which is filed with
the Securities and Exchange Commission.

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


                                   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:  June 9, 2004
[{"type": "8-K", "sequence": "1", "filename": "nyc895381.txt", "secsgml_size_bytes": 45396}]
{"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": "04856912"}, "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

                                  June 9, 2004
                  ____________________________________________
                Date of Report (Date of earliest event reported)

                                RCN Corporation
                  ____________________________________________
             (Exact name of Registrant as specified in its charter)

        Delaware                  001-16805                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 9.  Regulation FD Disclosure

         The following information is being furnished under Item 9. "Regulation
FD Disclosure."

         On May 27, 2004, RCN Corporation ("RCN" or the "Company") issued a
press release announcing that its senior secured lenders (the "Lenders") and
members of an ad hoc committee of holders of its Senior Notes (the
"Noteholders' Committee") agreed to support a financial restructuring, and that
RCN and several non-operating subsidiaries (collectively, the "Debtors") filed
voluntary petitions for reorganization under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the Southern
District Court of New York. The press release and subsequent Form 8-K, filed on
June 1, 2004, included material non-public information which had been disclosed
to the Lenders, members of the Noteholders' Committee and their advisors during
negotiations leading up to the agreement to support a financial restructuring.

         In connection with negotiations with the Noteholders' Committee and
Lenders, the Company prepared, to the best of management's information and
belief, projected, consolidated statements of operations (the "forecast(s)" or
the "projection(s)"). The Company had entered into confidentiality agreements
with members of the Noteholders' Committee and their advisors which require the
members of the Noteholders' Committee to maintain as confidential all
information furnished to them as part of the negotiations and not to use it
other than in connection with their review and consideration of a financial
recapitalization, reorganization and/or restructuring. The confidentiality
agreements expressly require the Company to disclose certain non-public
information provided to those parties during the course of such negotiations.

         The purpose of this Form 8-K is to disclose, at the request of the
members of the Noteholders' Committee and their advisors and pursuant to the
terms of the confidentiality agreements, specific non-public information, in
the form of projected financial information provided to the members of the
Noteholders' Committee and their advisors. However, this Form 8-K, which is
furnished solely with a view toward compliance with Regulation FD, will not be
deemed as an admission to the materiality of any information provided herein.

         This disclosure consists of projections of future operating results of
the Company and its subsidiaries provided to the members of the Noteholders'
Committee as part of the Company's negotiations with its Lenders and members of
the Noteholders' Committee on a financial restructuring prior to entering into
a commitment letter with Deutsche Bank Securities Inc., pursuant to which the
Company will receive new financing upon the consummation of its financial
restructuring. The projections were initially prepared for the purpose of
illustrating the financial impact of the implementation of the Company's
operational restructuring as contemplated on April 2, 2004, the time the
Company projections were disseminated. Since restructuring negotiations were
ongoing at, and have continued since, that time, the Company's projections
were, and are, subject to change. In addition, the projections have not been
updated to reflect the effect of the commitment letter with Deutsche Bank
Securities Inc. This will be done as part of the financial disclosure
requirement and plan of reorganization that will be filed with the United
States Bankruptcy Court for the Southern District Court of New York. These
projections were not prepared with a view toward compliance with published
guidelines of the Securities and Exchange Commission or the guidelines
established by the American Institute of Certified Public Accountants for
preparation and presentation of prospective financial information. The
information provided by the Company for the projections were based on a number
of estimates and assumptions that, although considered reasonable by management
at the time they were made, are inherently subject to significant economic and
competitive uncertainties and contingencies beyond the control of the Company
and management and upon assumptions with respect to all subsequent business
decisions since that time and going forward which were, and are, subject to
change. The projections make numerous assumptions with respect to the
operations of the Company, industry performance, general business and economic
conditions, and other matters, most of which are beyond the control of the
Company. Management is responsible for the information used for the preparation
of the projections, and management believes the information was reasonable at
the time it was provided. The Company is not obligated to publicly update any
projections due to new information or as the result of future events.

         Such uncertainties and contingencies that may affect these projections
include, without limitation, the economic environment in general and the
telecom market in particular, the uncertainties associated with a filing under
Chapter 11 and related considerations of approval of a plan of reorganization,
the ability of the Company to satisfy its future financing needs, the ability
to achieve significant changes in operating expenses, the ability to attract
and retain customers, the ability to obtain and maintain appropriate regulatory
approvals, the ability to retain and attract qualified management and other
personnel, the ability to maintain key vendors, the ability to maintain
strategic alliances to provide services in key markets, and such other risks
and uncertainties set forth under "Business -- Risk Factors" in Part I, Item 1
of the Company's Annual Report on Form 10-K and Form 10-K/A (the "Annual
Report") for the year ended December 31, 2003 and such other factors as may
appear in the Company's SEC filings from time to time. Accordingly, there can
be no assurances that the projected results would be realized, and actual
results may vary materially from those projected. If actual results are lower
than those shown, or if the assumptions used in formulating the projections are
not realized, Company cash flows could be materially and adversely affected.

The table below reflects 2003 estimated operating metrics and the 2004 - 2009
projected operating metrics provided to members of the Noteholders' Committee
and their advisors.
RCN Corporation
(Dollars  in  Millions,  Except for Unit Metrics)

                                                                                Projections
                                          2003     ----------------------------------------------------------------------
                                        estimate     2004       2005       2006       2007        2008         2009
                                    -------------------------------------------------------------------------------------
Adjusted EBITDA                          $7.7        $31.3      $83.5      $117.7     $150.1      $174.2       $193.1
CapEx                                   (87.5)       (67.4)     (65.9)      (64.9)     (49.9)      (47.6)       (45.5)
                                    -------------------------------------------------------------------------------------
Adjusted EBITDA-CapEx                   (79.8)       (36.1)      17.6        52.8      100.2       126.6        147.6

Working Capital                         (41.4)         1.2       (4.6)       (4.2)      (4.2)       (4.0)        (3.8)
Deferred Revenue                          1.5         (5.3)      (1.9)       (0.2)       0.4         0.1          0.3
Starpower Dividend                        7.8          0.8        4.0         6.0        2.0         9.1         10.7
                                    -------------------------------------------------------------------------------------
Cash Flow Before Financing
and Restructuring                     $(111.9)     $ (39.4)    $ 15.1      $ 54.4     $ 98.4      $131.8       $154.8

Average Revenue per Unit (Monthly)
ARPU - Voice                            $48.33       $46.12     $45.18      $43.36     $41.84      $40.96       $40.20
ARPU - Video                            $47.94       $52.35     $57.17      $62.34     $66.46      $69.11       $71.71
ARPU - Data                             $37.85       $39.47     $40.05      $40.83     $41.27      $41.47       $41.88

Average Revenue per Customer (ARPC)     $88.55       $97.79    $107.97     $116.36    $122.39     $126.38      $129.93
Average Service per Customer (ASPC)       2.31         2.47       2.62        2.73       2.81        2.86         2.90

Marketable Homes                     1,213,932    1,210,881  1,179,581   1,171,581  1,169,581   1,169,581    1,169,581
Average Number of Customers            387,005      382,715    374,216     382,598    395,973     409,621      421,244
% Customer Penetration                   32.0%        31.6%      31.7%       32.7%      33.9%       35.0%        36.0%

Average Voice Connections              236,361      247,158    249,895     264,338    281,170     296,701      309,543
Average Video Connections              346,217      348,621    352,286     365,584    381,223     395,413      406,665
Average Data Connections               155,768      189,015    215,841     242,907    266,403     286,974      303,955
                                    -------------------------------------------------------------------------------------
Total Average Connections              738,346      784,794    818,022     872,829    928,796     979,088    1,020,163

Churn - Voice (Monthly)                   2.6%         2.4%       2.0%        1.9%       1.7%        1.7%         1.7%
Churn - Video (Monthly)                   2.4%         2.1%       2.0%        1.9%       1.9%        1.9%         1.9%
Churn - Data (Monthly)                    2.3%         1.9%       1.8%        1.8%       1.7%        1.7%         1.7%
                                    -------------------------------------------------------------------------------------
Total monthly Customer Churn              2.4%         2.2%       1.9%        1.9%       1.8%        1.8%         1.8%
The table below reflects 2003 estimated and 2004-2009 projected operating
results provided to members of the Noteholders' Committee and their advisors.
RCN Corporation
    (Dollars in Millions, Except for Unit Metrics)
                                                                        Projections
                                          2003     ------------------------------------------------------
                                        estimate    2004     2005     2006     2007     2008     2009
                                       ------------------------------------------------------------------
Voice                               $146.3    $142.8   $140.9  $ 142.6   $146.1   $150.8   $154.4
    Video                                201.8     221.6    244.6    276.8    307.8    332.2    354.6
    Data                                  95.1     110.2    120.1    133.7    146.4    157.7    168.1
    Reciprocal Compensation               35.8       4.6      1.4      0.5      -        -        -
    Other                                  5.9      14.1     20.2     26.7     33.0     37.7     41.6
                                       ------------------------------------------------------------------
    Total Revenue                        484.9     493.3    527.2    580.3    633.3    678.4    718.7

    Voice                                 38.5      36.6     34.3     33.8     33.4     33.5     34.2
    Video                                113.1     126.2    140.7    158.5    177.4    195.3    212.4
    Data                                  12.0      13.8     14.0     14.9     15.7     16.9     18.2
    Other                                  1.6       2.8      2.3      2.9      3.5      4.1      4.8
                                       ------------------------------------------------------------------
    Total Direct Costs                   165.2     179.4    191.3    210.1    230.0    249.8    269.6

    Gross Profit                         319.6     313.9    335.9    370.2    403.3    428.6    449.1
      % Gross Margin                     65.9%     63.6%    63.7%    63.8%    63.7%    63.2%    62.5%

    SG&A                                 311.9     282.7    252.5    252.6    253.4    254.5    256.1
                                       ------------------------------------------------------------------

(1) Adjusted EBITDA                        7.7      31.2     83.4    117.6    149.9    174.1    193.0

    Depreciation and Amortization        197.3     126.3    123.4    111.5    118.7    117.4    112.4
    Non-cash stock-based compensation      4.7       -        -        -        -        -        -
    Impairments and other charges, net   167.2       -        -        -        -        -        -
                                       ------------------------------------------------------------------

(2) Adjusted EBIT                       (361.4)    (95.1)   (40.0)     6.1     31.2     56.7     80.6

    Interest (Income)                     (6.3)     (0.7)     0.6      0.7      -       (1.3)    (3.3)
    Interest Expense                     180.2      38.8     38.8     38.8     38.8     35.6     35.6
                                       ------------------------------------------------------------------
    Total Net Interest                   173.9      38.1     39.4     39.5     38.8     34.3     32.3

(3) Adjusted EBT                        (535.3)   (133.2)   (79.4)   (33.4)    (7.6)    22.4     48.3

    Restructuring Advisory Fees            5.3      27.2      -        -        -        -        -
    Other income, net                     (8.2)      -        -        -        -        -        -
    Gain on early extinguishment of debt (45.5)      -        -        -        -        -        -
                                       ------------------------------------------------------------------

    Pre-tax Income                      (486.9)   (160.4)   (79.4)   (33.4)    (7.6)    22.4     48.3
    Provision for Taxes                    1.3       -        -        -        -        -        -
                                       ------------------------------------------------------------------
    Income before Equity Income         (488.2)   (160.4)   (79.4)   (33.4)    (7.6)    22.4     48.3
                                       ------------------------------------------------------------------

(4) Equity Income in 20-50% Companies     23.5      (8.5)   (10.5)   (11.3)    (6.1)   (12.3)   (13.1)
    Impairment of 20-50% Companies        35.0       -        -        -        -        -        -
    Income from discontinued operations (174.0)      -        -        -        -        -        -
                                       ------------------------------------------------------------------
    Net Income                         $(325.7)  $(168.9)  $(89.9)  $(44.7)  $(13.7)   $10.1    $35.2
                                       ==================================================================

    Capital Expenditures
    Category 1                           $29.9     $31.7    $23.4    $23.5    $19.3    $18.7    $18.6
    Category 2                            49.4      29.7     36.6     35.5     25.4     23.6     21.6
    Category 3                             8.2       6.0      5.9      5.9      5.3      5.3      5.3
                                       ------------------------------------------------------------------
    Total CapEx                           87.5      67.4     65.9     64.9     50.0     47.6     45.5

(5) Adjusted EBITDA - CapEx             $(79.8)   $(36.2)   $17.5    $52.7    $99.9   $126.5   $147.5

(1.)     Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") - Non GAAP
         measure calculated as net income (loss) before interest, tax, depreciation and amortization, and other
         income/expense and equity income that management uses as a measure of performance. Adjusted EBITDA is a
         meaningful indicator of profitability for capital-intensive businesses, and is a key valuation metric in
         the investment community. Other companies may calculate and define Adjusted EBITDA differently than RCN.

(2.)     Adjusted Earnings Before Interest and Taxes ("Adjusted EBIT") - Non-GAAP measure calculated as net income
         (loss) before interest, taxes, and other income/expense and equity income. Other companies may calculate
         and define Adjusted EBIT differently than RCN.

(3.)     Adjusted Earnings Before Taxes ("Adjusted EBT") - Non-GAAP measure calculated as net income (loss) before
         taxes, and other income/expense and equity income. Other companies may calculate and define Adjusted EBT
         differently than RCN.

(4.)     The projections do not assume equity income from the Company's 48.93% investment in Megacable.

(5.)     Adjusted EBITDA less Capital Expenditures ("CapEx") - Non-GAAP measure calculated as Adjusted EBITDA less
         cash spent for CapEx. Other companies may calculate and define Adjusted EBITDA less CapEx differently than
         RCN.
The projections include both financial measures generated using
generally accepted accounting principles ("GAAP") and non-GAAP measures. THE
PROJECTIONS ARE BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS DESCRIBED BELOW.
ACTUAL OPERATING RESULTS AND VALUES MAY VARY SIGNIFICANTLY FROM THOSE
PROJECTED. The assumptions, financial measures and other operating metrics used
reflect industry conventions and standard measures of liquidity, profitability
and performance commonly used by the investment community for comparability
purposes and include the following:

i.       Fiscal Years. RCN's fiscal years end on December 31 of each year.

ii.      Plan Terms and Consummation. The projections assume a Consummation
         Date of September 30, 2004. If consummation of the Plan does not occur
         on or around September 30, 2004, there is no assurance that, among
         other things, the trade creditors or customers will support RCN as
         projected. A material reduction in trade credit and terms would
         materially impact RCN's ability to achieve the projected results.
         Further, if the Effective Date does not occur by September 30, 2004,
         additional bankruptcy expenses will be incurred until such time as a
         plan of reorganization is confirmed and consummated. These expenses
         could significantly impact RCN's results of operations and cash flows.

iii.     Business Overview. From inception, the Company has both built an
         advanced fiber-optic broadband network and acquired systems that have
         been integrated into its network. In terms of network capabilities and
         market penetration, the Company's markets are in various stages of
         development and operating results vary widely by market. As a result
         of various initiatives underway, including market consolidations, cost
         reductions, system upgrades and specific marketing strategies, future
         market performance will not necessarily be comparable to historical
         performance. The Company continues to look at all operational
         efficiencies and other alternatives related to each market.

iv.      Assumptions Preceding the Effective Date. As a basis for the
         Projections, management has estimated the operating results for the
         period of time leading up to the Effective Date. Specifically, it has
         been assumed that during the Chapter 11 case, trade vendors will
         continue to provide the Debtor with goods and services on relatively
         customary terms and credit.

v.       Average Number of Customers. Average Number of Customers is a measure
         of the average number of residential customers in a given period.

vi.      Average Revenue Per Unit ("ARPU"). Average Revenue Per Unit is a
         measure of the average monthly revenue earned per connection. It is
         calculated by dividing the total residential revenue for all services
         (i.e. local and long-distance voice, video and cable modem) by the
         average number of connections during the period.

         Video ARPU is projected to increase from higher take rates on
         additional services (such as digital tier, premium channels,
         Video-on-Demand, HDTV and Personal Video Recording) and from price
         increases. Voice ARPU is projected to decline due to competing
         technologies such as wireless and voice over internet protocol. Data
         ARPU is projected to increase as a result of the sale of new
         content-based services.

vii.     Average Revenue Per Customer ("ARPC"). Average Revenue per Customer is
         a measure of the average monthly revenue earned per residential
         customer. It is calculated by dividing the total residential revenue
         for all services (i.e. local and long-distance voice, video and cable
         modem) by the average number of residential customers for that service
         during the period. For purposes of this calculation, revenue excludes
         reciprocal compensation.

viii.    Average Services Per Customer ("ASPC"). Average Services per Customer
         is a measure of the average number of services used by residential
         customers during a particular period where a service is defined as a
         local voice, long-distance voice, video or cable modem connection. It
         is calculated by dividing the total average local voice, long-distance
         voice, video and cable modem connections for a period by the average
         number of customers during the period.

ix.      Capital Expenditures. Category 1 capital expenditures (on the network
         up to the point of the customer's premises) are projected to decrease
         as there is no further planned network build-out or rebuild after
         2004. Category 2 capital expenditures (related to customer premise
         equipment ("CPE") including labor and material associated with
         installing new customers) are projected to increase in 2005 (with the
         continued rollout of high-end customer premise equipment such as HDTV
         and Personal Video Recorders) and decrease in the later years after
         the FCC mandated implementation of an all digital open-video platform
         (that will enable the Company to purchase cheaper video equipment).
         Category 3 capital expenditures (non-network related capital) are
         projected to remain relatively constant.

x.       Customer Churn. Churn is a measure of the rate at which customers
         (subscribers) are disconnecting from a particular service on a
         voluntary or involuntary basis. It is calculated by dividing the
         number of subscribers that disconnect that service during a month by
         the total number of subscribers for that service at the beginning of
         the month. Only subscribers that drop all of their RCN services are
         included in the calculation.

xi.      Deferred Revenue. Deferred revenue reflects the timing difference
         between the invoiced amounts on certain contracts and the recording of
         revenues on a GAAP basis. The Company generally receives cash in
         advance under contracts related to commercial sales of dark-fiber.

xii.     Direct Costs. Direct costs are comprised of programming and franchise
         fees associated with video revenues, franchise fees, costs of
         operating the Company's network, as well as related telecommunication
         costs.

         Video direct costs were forecasted using actual network programming
         fees with adjustments for anticipated annual increases. Voice direct
         costs were forecasted to decline based on access pricing trends and
         the optimization of the fixed network components. Data direct costs
         are projected to rise over time due to the introduction of
         content-based services which require payments to the content
         providers.

xiii.    Equity Income. The projections do not assume equity income from the
         Company's 48.93% investment in Megacable.

xiv.     Income Taxes. During all periods presented, the projections assume the
         use of the Company's net operating loss carryforwards.

xv.      Interest Expense. Interest expense reflects interest accrued on
         existing secured credit facilities during the periods presented.
         Additionally, the projections assume the unsecured senior notes were
         converted into equity during all periods presented. The projections do
         not reflect interest expense (and other payments) under the Deutsche
         Bank Securities Inc. commitment.

xvi.     Interest Income. Interest income reflects current and estimated market
         rates on cash and cash equivalents and presumes interest rates do not
         change materially.

xvii.    Marketable Homes. Marketable Homes are homes located on RCN's network
         with active plant built past them where only the installation of drops
         and customer premise equipment is required to provide voice, video or
         cable modem service to the customer. In certain markets the voice
         service is provided through collocation with the incumbent service
         provider and the leasing of the incumbent's local loop.

xviii.   Selling, General & Administrative Costs. Selling, general and
         administrative costs are comprised of salaries and related employee
         costs, facilities costs, sales and marketing costs and costs
         associated with customer care. Selling, general and administrative
         costs, as a percentage of revenue, are expected to continue to
         decrease as a result of various cost savings initiatives.

            o  Optimizing customer acquisition process
            o  Increasing efficiency of field service delivery process
            o  Consolidation of markets
            o  Consolidation technical support roles
            o  Real estate rationalization
            o  Customer empowerment through web-based solutions
            o  Centralization of certain services performed by each market

xix.     Real Estate Leases. The projections assume significant savings in real
         estate expenses. The annual expense reduction opportunity is derived
         from the renegotiation or termination of underutilized real estate.
         The Company's 2003 Annual Report and Form 10-Q for the quarterly
         period ended March 31, 2004, contain disclosures concerning accrued
         exit costs associated with real estate leases.

xx.      Franchise Agreement Exposure. The Company expects that it will not be
         able to meet all of the construction and system build-out requirements
         contained in 34 out of 138 cable franchise agreements it has entered
         into with certain local governments. The Company is attempting to
         negotiate with franchising authorities to extend, modify, terminate or
         postpone the terms of the applicable franchise to avoid any breaches
         and related penalties. As a result, the projections do not reflect any
         costs, expenses or reserves associated with these requirements. The
         Company's 2003 Annual Report and Form 10-Q for the quarterly period
         ended March 31, 2004, contain disclosures concerning these issues,
         including accrued exit costs associated with franchise agreements.

xxi.     Starpower Dividend. Starpower dividend projections assume that the
         Starpower Members Committee will elect to distribute all available
         cash over and above a certain minimum balance.

xxii.    Working Capital. Components of working capital are projected primarily
         on the basis of historic patterns applied to projected levels of
         operation. It has been assumed that the Debtor receives normal levels
         of vendor trade terms in the post-Effective Date period.

Use of Non-GAAP Financial Measures

         The projections above contain non-GAAP financial measures. Generally,
a non-GAAP measure is a numerical measure of a company's historical or future
financial performance, financial position or cash flows that either excludes or
includes amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance with
accounting principles generally accepted in the United States ("GAAP").
Shown below is the 2003 actual and 2004-2009 projected income statement
information presented in GAAP format as well as capital expenditure
information.
RCN Corporation
(Dollars in Millions, Except for Unit Metrics)
                                                                      Projections
                                          2003   --------------------------------------------------------
                                         Actual    2004     2005     2006     2007     2008    2009
                                       ------------------------------------------------------------------
Voice                                   $146.3    $142.8   $140.9   $142.6   $146.1   $150.8   $154.4
Video                                    201.8     221.6    244.6    276.8    307.8    332.2   354.6
Data                                      95.1     110.2    120.1    133.7    146.4    157.7   168.1
Reciprocal Compensation                   35.8       4.6      1.4      0.5      -        -       -
Other                                      5.9      14.1     20.2     26.7     33.0     37.7    41.6
                                       ------------------------------------------------------------------
Total Revenue                            484.9     493.3    527.2    580.3    633.3    678.4   718.7

Voice                                     38.5      36.6     34.3     33.8     33.4     33.5    34.2
Video                                    113.1     126.2    140.7    158.5    177.4    195.3   212.4
Data                                      12.0      13.8     14.0     14.9     15.7     16.9    18.2
Other                                      1.6       2.8      2.3      2.9      3.5      4.1     4.8
                                       ------------------------------------------------------------------
Total Direct Costs                       165.2     179.4    191.3    210.1    230.0    249.8   269.6

Gross Profit                             319.6     313.9    335.9    370.2    403.3    428.6   449.1
   % Gross Margin                        65.9%     63.6%    63.7%    63.8%    63.7%    63.2%   62.5%

SG&A                                     311.9     282.7    252.5    252.6    253.4    254.5   256.1
Restructuring Advisory Fees                5.3      27.2      -        -        -        -       -
Non-cash stock-based compensation          4.7       -        -        -        -        -       -
Impairments and other charges, net       167.2       -        -        -        -        -       -
Depreciation and Amortization            197.3     126.3    123.4    111.5    118.7    117.4   112.4
                                       ------------------------------------------------------------------

Operating Loss                          (366.7)   (122.3)   (40.0)     6.1     31.2     56.7    80.6

Interest (Income)                         (6.3)     (0.7)     0.6      0.7      -       (1.3)   (3.3)
Interest Expense                         180.2      38.8     38.8     38.8     38.8     35.6    35.6
Gain on early extinguishment of debt     (45.5)      -        -        -        -        -       -
Other income, net                         (8.2)      -        -        -        -        -       -
                                       ------------------------------------------------------------------

(Loss) Income from Continuing
Operations Before Income Taxes          (486.9)   (160.4)   (79.4)   (33.4)   (7.6)     22.4    48.3

Provision for Taxes                        1.3       -        -        -       -         -       -
                                       ------------------------------------------------------------------

(Loss) Income from Continuing
Operations Before Equity in
Unconsolidated Entities                 (488.2)   (160.4)   (79.4)   (33.4)   (7.6)     22.4    48.3

Equity Income in 20-50% Companies         23.5      (8.5)   (10.5)   (11.3)   (6.1)    (12.3)  (13.1)
Impairment of 20-50% Companies            35.0       -        -        -       -         -       -
                                       ------------------------------------------------------------------

Net (Loss) Income from Continuing
   Operations                           (499.7)   (168.9)   (89.9)   (44.7)  (13.7)     10.1    35.2

Income from Discontinued Operations     (174.0)      -        -        -       -         -       -
                                       ------------------------------------------------------------------

Net (Loss) Income                      $(325.7)  $(168.9)  $(89.9)  $(44.7) $(13.7)    $10.1   $35.2
                                       ==================================================================

Capital Expenditures
Category 1                               $29.9     $31.7    $23.4    $23.5   $19.3     $18.7   $18.6
Category 2                                49.4      29.7     36.6     35.5    25.4      23.6    21.6
Category 3                                 8.2       6.0      5.9      5.9     5.3       5.3     5.3
                                       ------------------------------------------------------------------
Total CapEx                               87.5      67.4     65.9     64.9    50.0      47.6    45.5
Pursuant to the requirements of Regulation G, the following table contains
reconciliations of the non-GAAP financial measures contained in the projections
to the most comparable financial measure calculated and presented in accordance
with GAAP.
Projections
                                              -------------------------------------------------------------
                                      2003       2004       2005      2006      2007      2008     2009
                                   ------------------------------------------------------------------------
Adjusted EBITDA per projections       $7.7      $31.2      $83.4      $117.6    $149.9    $174.1   $193.0

Restructuring Advisory Fees            5.3       27.2        -           -         -         -        -
Depreciation and Amortization        197.3      126.3      123.4       111.5     118.7     117.4    112.4

Non-cash stock-based compensation      4.7        -          -           -        -          -        -

Impairments and other charges, net   167.2        -          -           -        -          -        -
                                   ------------------------------------------------------------------------
Operating Loss                     $(366.7)   $(122.3)    $(40.0)       $6.1     $31.2     $56.7    $80.6
                                   ========================================================================

                                                                      Projections
                                              -------------------------------------------------------------
                                      2003       2004       2005      2006      2007      2008     2009
                                   ------------------------------------------------------------------------
Adjusted EBIT per projections      $(361.4)    $(95.1)    $(40.0)       $6.1     $31.2     $56.7    $80.6

Restructuring Advisory Fees            5.3       27.2        -           -         -         -        -
                                   ------------------------------------------------------------------------
Operating Loss                      (366.7)    (122.3)     (40.0)        6.1      31.2      56.7     80.6
                                   ========================================================================

                                                                      Projections
                                              -------------------------------------------------------------
                                      2003       2004       2005      2006      2007      2008     2009
                                   ------------------------------------------------------------------------
Adjusted EBT per projections       $(535.3)   $(133.2)    $(79.4)     $(33.4)    $(7.6)    $22.4    $48.3

Restructuring Advisory Fees            5.3       27.2        -           -         -         -        -

Other income, net                     (8.2)       -          -           -         -         -        -
Gain on early extinguishment
of debt                              (45.5)       -          -           -         -         -        -
                                   ------------------------------------------------------------------------
(Loss) Income from Continuing
Operations Before Income Taxes     $(486.9)   $(160.4)    $(79.4)     $(33.4)    $(7.6)    $22.4    $48.3
                                   ========================================================================
The 2004-2009 projections included non-GAAP financial measures as
defined in SEC Regulation G. EBITDA, EBIT and EBT ("non-GAAP financial
measures") are commonly used as key valuation metrics in the investment
community and may be considered a meaningful indicator of profitability for
capital-intensive businesses. Other companies may calculate and define these
non-GAAP measures differently. These non-GAAP financial measures are not a
measure of financial performance or liquidity under GAAP and accordingly should
not be considered as substitutes for net income, income from operations, net
cash provided by operating activities, total indebtedness or any other
operating, liquidity, indebtedness or capitalization measure prepared in
accordance with GAAP. Items excluded from these non-GAAP financial measures are
significant components in understanding and assessing the Company's financial
performance. However, because these non-GAAP financial measures are not based
on any standardized methodology prescribed by GAAP, investors should note that
they are not necessarily comparable to similar measures presented by other
companies.

           The information contained in this Current Report on Form 8-K is
     summary information that is intended to be considered in the context of
     RCN's SEC filings and other public announcements that the Company may
     make, by press release or otherwise, from time to time. The Company does
     not, as a matter of course, disclose long-range external forecasts or
     projections of anticipated financial position or results of operations.
     Except as otherwise required by a Disclosure Statement to be sent to
     creditors and security holders entitled to vote on the plan of
     reorganization after such Disclosure Statement is approved by the
     bankruptcy court, RCN disclaims any obligation to furnish, update or
     publish any long-range external forecasts or projections of anticipated
     financial position or results of operations. RCN further disclaims any
     obligation to publicly update or revise any information contained in this
     Current Report on Form 8-K, although it may do so from time to time as the
     Company believes warranted. Any such updating may be made through the
     filing of other reports or documents with the SEC, through press releases
     or through other public disclosure.

     Cautionary Statement About Forward-Looking Statements

                  Some of the statements made by RCN in this Form 8-K are
     forward-looking in nature. Actual results may differ materially from those
     projected in forward-looking statements as a result of a number of
     factors. RCN believes that the primary factors include, but are not
     limited to, availability of financing, ability to obtain regulatory
     approvals, uncertainty relating to economic conditions, ability to attract
     and retain qualified management and other personnel, changes in government
     and regulatory policies, pricing and availability of equipment, materials,
     inventory and programming, 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 RCN
     operates and ability to produce sufficient cash flow. Additional
     information concerning these and other important factors can be found in
     RCN's filings with the Securities and Exchange Commission. Statements in
     these filings should be evaluated in light of these important factors.

         These and other risk factors are set forth in more detail in the
Company's Annual Report on Form 10-K and 10-K/A for 2003 which is filed with
the Securities and Exchange Commission.

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

                                   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:  June 9, 2004