As filed with the Securities and Exchange Commission on October 17 , 1997
                                             Registration No. 33-
===========================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           ------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                           ------------------------

                                RCN CORPORATION
              (Exact name of issuer as specified in its charter)

         Delaware                                           22-3498533
  (State or jurisdiction of                              (I.R.S. Employer
incorporation or organization)                          Identification No.)


                              105 Carnegie Center
                           Princeton, NJ 08540-6215
                                 609-734-3700
                   (Address of principal executive offices)

                           ------------------------

                  RCN CORPORATION 1997 EQUITY INCENTIVE PLAN
          RCN CORPORATION 1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                RCN CORPORATION EXECUTIVE STOCK PURCHASE PLAN
                          (Full title of the Plans)

                           ------------------------

                           John D. Filipowicz, Esq.
               Senior Vice President, Assistant General Counsel
                           and Assistant Secretary
                             105 Carnegie Center
                          Princeton, NJ 08540-6215
                   (Name and address of agent for service)
   Telephone number, including area code, of agent for service: (609) 734-3700

                           ------------------------

                                   Copy to:
                            William L. Taylor, Esq.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                               New York, NY 10017
                                 (212) 450-4000

                           ------------------------

<TABLE>
                                              CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                Proposed
                                                                Maximum
                                              Amount            Offering            Proposed            Amount of
               Title of                        to be             Price          Maximum Aggregate      Registration
     Securities to be Registered           Registered(1)      per Share(2)       Offering Price            Fee
     ---------------------------          --------------     --------------    -------------------    --------------
<S>                                       <C>                <C>               <C>                    <C>
Common Stock (par value $1.00 per
 share)...............................    5,350,000           $42.25           $226,037,500           $68,497
</TABLE>
_______________
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) Estimated pursuant to Rule 457(C) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the registration fee, based
    upon the closing price of the securities being registered hereby on NASDAQ
    on October 13, 1997.

        This Registration Statement Includes a Total of 41 Pages.
                         Exhibit Index on Page 10.

===========================================================================


                                    PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

               This information required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus for the RCN
Corporation 1997 Equity Incentive Plan, the RCN Corporation 1997 Stock Plan
for Non-Employee Directors, and the RCN Corporation Executive Stock Purchase
Plan (collectively, the "Plans"), respectively, attached to the relevant
Prospectus as Exhibit A thereto.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus referenced in
Item 1 above.


                                    PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               RCN Corporation (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 5,350,000 shares of the Registrant's
Common Stock, par value $1.00 per share ("Common Stock"), for issuance
pursuant to the Plans and such indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions pursuant to the Plans.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 0-22825), are incorporated by reference
herein:

                    (1)  The Registrant's 1934 Act Registration Statement
               on Form 10, filed with the Commission on July 9, 1997, as
               amended from time to time, (the "Form 10").

                    (2)  All other reports filed with the Commission by the
               Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of
               the 1934 Act subsequent to the date hereof and prior to the
               filing of a post-effective amendment which indicates that
               all securities offered herein have been sold or which
               deregisters all securities then remaining unsold.

                    (3)  The description of the Registrant's Common Stock
               contained in the Registrant's Form 10, including any
               amendment thereto or report filed for the purpose of
               updating such description.

               Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               Raymond B.  Ostroski, Esq., holds options to purchase shares
of Common Stock and/or holds, directly or indirectly, shares of Common
Stock, the aggregate value of which such holdings exceeds $50,000.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Reference is made to section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL"), which enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty, except (i)
for breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv)
for any transaction from which a director derived an improper personal
benefit.  The Registrant's certificate of incorporation eliminates the
liability of directors to the fullest extent permitted by Delaware law.

               Reference is made to section 145 of the DGCL which provides
that a corporation may indemnify directors and officers as well as other
employees and agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation (a "derivative action")) if they act in good faith and in a
manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorney's fees)
incurred in connection with defense or settlement of such action, and the
statute requires court approval before there can be indemnification that
may be granted by a corporation's charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise.  The Registrant's
certificate of incorporation provides for the indemnification of its
directors, officers, employees and agents to the fullest extent permitted
by Delaware Law.

               In addition, the Registrant has purchased and maintains
directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8.  EXHIBITS



<TABLE>
<CAPTION>
     Exhibit
      Number                                        Exhibit
     -------                                        -------
     <S>           <C>
     4.01          Form of Amended and Restated Certificate of Incorporation of the Registrant.
                      (Incorporated herein by reference to Exhibit 3.1 to the Form 10).*

     4.02          Form of Amended and Restated Bylaws of the Registrant.  (Incorporated herein by
                      reference to Exhibit 3.2 to the Form 10).*

     5.01          Opinion of Raymond B. Ostroski, Esq.

    23.01          Consent of Independent Public Accountants--Coopers & Lybrand L.L.P.

    23.02          Consent of Raymond B. Ostroski, Esq. (included in their opinion filed as Exhibit 5.01).

    24.01          Powers of Attorney (included on the signature page of this registration statement).

    99.01          Form of the RCN Corporation 1997 Equity Incentive Plan.

    99.02          Form of the RCN Corporation 1997 Stock Plan for Non-Employee Directors.

    99.03          Form of the RCN Corporation Executive Stock Purchase Plan.
</TABLE>
------------
[FN]
    *   Incorporated by reference

ITEM 9.  UNDERTAKINGS

               (a)  The undersigned Registrant hereby undertakes:

                    (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment to this
               Registration Statement:

                         (i)  To include any prospectus required by Section
               10(a)(3) of the 1933 Act;

                         (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of this Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in this
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed
               that which was registered) and any deviation from the low or
               high and of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than 20
               percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in this
               Registration Statement; and

                      (iii)  To include any material information with
               respect to the plan of distribution not previously disclosed
               in this Registration Statement or any material change to
               such information in this Registration Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the registration statement is on Form S-3,
               Form S-8 or Form F-3, and the information required to be
               included in a post-effective amendment by those paragraphs
               is contained in periodic reports filed with or furnished to
               the Commission by the Registrant pursuant to Section 13 or
               Section 15(d) of the 1934 Act that are incorporated by
               reference into this Registration Statement;

                    (2)  That for the purpose of determining any liability
               under the 1933 Act, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof; and

                     (3)  To remove from registration by means of a post-
               effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

               (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act (and where applicable, each filing of the Plan's annual
report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

               (c)  Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the 1933 Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                                  EXPERTS

               The financial statements incorporated in this Form S-8 by
reference to the Form 10 as of December 31, 1996 and 1995 and for the years
ended December 31, 1996, 1995 and 1994 have been so incorporated in
reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

                               LEGAL MATTERS

               The validity of the Common Stock offered hereunder has been
passed upon by Raymond B. Ostroski, Esq., Princeton, New Jersey.


                                SIGNATURES

               THE REGISTRANT.  PURSUANT TO THE REQUIREMENTS OF THE
SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
PRINCETON, STATE OF NEW JERSEY, ON THIS 17th DAY OF OCTOBER 1997.


                                              RCN CORPORATION


                                              By: /s/ John Filipowicz
                                                 --------------------------
                                                  John Filipowicz
                                                  Vice President, Assistant
                                                  General Counsel
                             POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS DAVID C.  MCCOURT, BRUCE
C.  GODFREY AND MICHAEL J.  MAHONEY AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND EXECUTE, IN THE NAME
OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT
AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO ENABLE RCN
CORPORATION TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS
OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN CONNECTION
WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE
REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN
THE NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY
AMENDMENTS TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE
AMENDMENTS), AND TO FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, TO SIGN ANY AND ALL APPLICATIONS, REGISTRATION STATEMENTS,
NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO COMPLY WITH APPLICABLE
STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER WITH OTHER DOCUMENTS
IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE SECURITIES AUTHORITIES,
GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL
POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING
REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND
TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS,
AND ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE
BY VIRTUE HEREOF.

               PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.


Signature                   Title                                 Date
---------                   -----                                 ----

/s/ David C. McCourt
--------------------------  Chief Executive Officer           October 17, 1997
David C. McCourt            (Principal Executive Officer);
                            Chairman of the Board

/s/ Bruce C. Godfrey
--------------------------  Executive Vice President and      October 17, 1997
Bruce C. Godfrey            Chief  Financial Officer,
                            Director (Principal Financial
                            Officer and Principal Accounting
                            Officer)

/s/ Michael J. Mahoney
--------------------------  President and Chief Operating     October 17, 1997
Michael J. Mahoney          Officer, Director

/s/ James Q. Crowe
--------------------------  Director                          October 17, 1997
James Q. Crowe

/s/ Thomas May
--------------------------  Director                          October 17, 1997
Thomas May

/s/ Walter Scott, Jr.
--------------------------  Director                          October 17, 1997
Walter Scott, Jr.

/s/ Michael B. Yanney
--------------------------  Director                          October 17, 1997
Michael B. Yanney


--------------------------  Director                          October 17, 1997
Alfred Fasola

/s/ Thomas P. O'Neill, III
--------------------------  Director                          October 8, 1997
Thomas P. O'Neill, III


--------------------------  Director                          October 17, 1997
Richard R. Jaros

/s/ Eugene Roth
--------------------------  Director                          October 17, 1997
Eugene Roth

/s/ Stuart Graham
--------------------------  Director                          October 8, 1997
Stuart Graham


                                    INDEX TO EXHIBITS

<TABLE>
<CAPTION>                                                                       Sequentially
Exhibit Number                          Exhibit                                 Numbered Page
--------------                          -------                                 -------------
<S>                <C>                                                          <C>

4.01               Form of Certificate of Incorporation of the Registrant.            *
                   (Incorporated herein by reference to Exhibit 3.1 to the
                   Registrant's 1934 Act Registration Statement on Form 10,
                   1934 Act File No. 0-22825 (the "Form 10")).*

4.02               Form of Amended and Restated Bylaws of the Registrant.             *
                   (Incorporated herein by reference to Exhibit 3.2 to the
                   Form 10).*

5.01               Opinion of Raymond B. Ostroski, Esq.

23.01              Consent of Independent Public Accountants -- Coopers &
                   Lybrand L.L.P.

23.02              Consent of Raymond B. Ostroski, Esq. (included in his
                   opinion filed as Exhibit 5.01).

24.01              Powers of Attorney (included on the signature page of
                   this registration statement).

99.01              Form of the RCN Corporation 1997 Equity Incentive Plan.

99.02              Form of the RCN Corporation 1997 Stock Plan for
                   Non-Employee Directors.

99.03              Form of the RCN Corporation Executive Stock Purchase Plan.
</TABLE>
------------
[FN]
*   Incorporated by reference.
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{"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": "S-8", "act": "33", "file-number": "333-38137", "film-number": "97697399"}, "business-address": {"street1": "105 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6097343700"}, "mail-address": {"street1": "105 CARNEGIE CENTER", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
As filed with the Securities and Exchange Commission on October 17 , 1997
                                             Registration No. 33-
===========================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           ------------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                           ------------------------

                                RCN CORPORATION
              (Exact name of issuer as specified in its charter)

         Delaware                                           22-3498533
  (State or jurisdiction of                              (I.R.S. Employer
incorporation or organization)                          Identification No.)

                              105 Carnegie Center
                           Princeton, NJ 08540-6215
                                 609-734-3700
                   (Address of principal executive offices)

                           ------------------------

                  RCN CORPORATION 1997 EQUITY INCENTIVE PLAN
          RCN CORPORATION 1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                RCN CORPORATION EXECUTIVE STOCK PURCHASE PLAN
                          (Full title of the Plans)

                           ------------------------

                           John D. Filipowicz, Esq.
               Senior Vice President, Assistant General Counsel
                           and Assistant Secretary
                             105 Carnegie Center
                          Princeton, NJ 08540-6215
                   (Name and address of agent for service)
   Telephone number, including area code, of agent for service: (609) 734-3700

                           ------------------------

                                   Copy to:
                            William L. Taylor, Esq.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                               New York, NY 10017
                                 (212) 450-4000

                           ------------------------

                                              CALCULATION OF REGISTRATION FEE
Proposed
                                                                Maximum
                                              Amount            Offering            Proposed            Amount of
               Title of                        to be             Price          Maximum Aggregate      Registration
     Securities to be Registered           Registered(1)      per Share(2)       Offering Price            Fee
     ---------------------------          --------------     --------------    -------------------    --------------
Common Stock (par value $1.00 per
 share)...............................    5,350,000           $42.25           $226,037,500           $68,497
_______________
(1) Plus an indeterminate number of additional shares which may be offered and
    issued to prevent dilution resulting from stock splits, stock dividends or
    similar transactions.

(2) Estimated pursuant to Rule 457(C) under the Securities Act of 1933, as
    amended, solely for the purpose of computing the registration fee, based
    upon the closing price of the securities being registered hereby on NASDAQ
    on October 13, 1997.

        This Registration Statement Includes a Total of 41 Pages.
                         Exhibit Index on Page 10.

===========================================================================

                                    PART I

               The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.

ITEM 1.  PLAN INFORMATION

               This information required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus for the RCN
Corporation 1997 Equity Incentive Plan, the RCN Corporation 1997 Stock Plan
for Non-Employee Directors, and the RCN Corporation Executive Stock Purchase
Plan (collectively, the "Plans"), respectively, attached to the relevant
Prospectus as Exhibit A thereto.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

               The written statement required to be provided to participants
pursuant to this Item is set forth in the relevant Prospectus referenced in
Item 1 above.

                                    PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               RCN Corporation (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register 5,350,000 shares of the Registrant's
Common Stock, par value $1.00 per share ("Common Stock"), for issuance
pursuant to the Plans and such indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions pursuant to the Plans.

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
(Commission 1934 Act File Number 0-22825), are incorporated by reference
herein:

                    (1)  The Registrant's 1934 Act Registration Statement
               on Form 10, filed with the Commission on July 9, 1997, as
               amended from time to time, (the "Form 10").

                    (2)  All other reports filed with the Commission by the
               Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of
               the 1934 Act subsequent to the date hereof and prior to the
               filing of a post-effective amendment which indicates that
               all securities offered herein have been sold or which
               deregisters all securities then remaining unsold.

                    (3)  The description of the Registrant's Common Stock
               contained in the Registrant's Form 10, including any
               amendment thereto or report filed for the purpose of
               updating such description.

               Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable, see Item 3(3) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               Raymond B.  Ostroski, Esq., holds options to purchase shares
of Common Stock and/or holds, directly or indirectly, shares of Common
Stock, the aggregate value of which such holdings exceeds $50,000.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Reference is made to section 102(b)(7) of the Delaware
General Corporation Law (the "DGCL"), which enables a corporation in its
certificate of incorporation to eliminate or limit the personal liability
of a director for violations of the director's fiduciary duty, except (i)
for breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv)
for any transaction from which a director derived an improper personal
benefit.  The Registrant's certificate of incorporation eliminates the
liability of directors to the fullest extent permitted by Delaware law.

               Reference is made to section 145 of the DGCL which provides
that a corporation may indemnify directors and officers as well as other
employees and agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation (a "derivative action")) if they act in good faith and in a
manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorney's fees)
incurred in connection with defense or settlement of such action, and the
statute requires court approval before there can be indemnification that
may be granted by a corporation's charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise.  The Registrant's
certificate of incorporation provides for the indemnification of its
directors, officers, employees and agents to the fullest extent permitted
by Delaware Law.

               In addition, the Registrant has purchased and maintains
directors' and officers' liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable.

ITEM 8.  EXHIBITS
Exhibit
      Number                                        Exhibit
     -------                                        -------
4.01          Form of Amended and Restated Certificate of Incorporation of the Registrant.
                      (Incorporated herein by reference to Exhibit 3.1 to the Form 10).*

     4.02          Form of Amended and Restated Bylaws of the Registrant.  (Incorporated herein by
                      reference to Exhibit 3.2 to the Form 10).*

     5.01          Opinion of Raymond B. Ostroski, Esq.

    23.01          Consent of Independent Public Accountants--Coopers & Lybrand L.L.P.

    23.02          Consent of Raymond B. Ostroski, Esq. (included in their opinion filed as Exhibit 5.01).

    24.01          Powers of Attorney (included on the signature page of this registration statement).

    99.01          Form of the RCN Corporation 1997 Equity Incentive Plan.

    99.02          Form of the RCN Corporation 1997 Stock Plan for Non-Employee Directors.

    99.03          Form of the RCN Corporation Executive Stock Purchase Plan.
------------
[FN]
    *   Incorporated by reference

ITEM 9.  UNDERTAKINGS

               (a)  The undersigned Registrant hereby undertakes:

                    (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment to this
               Registration Statement:

                         (i)  To include any prospectus required by Section
               10(a)(3) of the 1933 Act;

                         (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of this Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in this
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed
               that which was registered) and any deviation from the low or
               high and of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than 20
               percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in this
               Registration Statement; and

                      (iii)  To include any material information with
               respect to the plan of distribution not previously disclosed
               in this Registration Statement or any material change to
               such information in this Registration Statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the registration statement is on Form S-3,
               Form S-8 or Form F-3, and the information required to be
               included in a post-effective amendment by those paragraphs
               is contained in periodic reports filed with or furnished to
               the Commission by the Registrant pursuant to Section 13 or
               Section 15(d) of the 1934 Act that are incorporated by
               reference into this Registration Statement;

                    (2)  That for the purpose of determining any liability
               under the 1933 Act, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof; and

                     (3)  To remove from registration by means of a post-
               effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

               (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act (and where applicable, each filing of the Plan's annual
report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

               (c)  Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the 1933 Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                                  EXPERTS

               The financial statements incorporated in this Form S-8 by
reference to the Form 10 as of December 31, 1996 and 1995 and for the years
ended December 31, 1996, 1995 and 1994 have been so incorporated in
reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

                               LEGAL MATTERS

               The validity of the Common Stock offered hereunder has been
passed upon by Raymond B. Ostroski, Esq., Princeton, New Jersey.

                                SIGNATURES

               THE REGISTRANT.  PURSUANT TO THE REQUIREMENTS OF THE
SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE
GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
PRINCETON, STATE OF NEW JERSEY, ON THIS 17th DAY OF OCTOBER 1997.

                                              RCN CORPORATION

                                              By: /s/ John Filipowicz
                                                 --------------------------
                                                  John Filipowicz
                                                  Vice President, Assistant
                                                  General Counsel
                             POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS DAVID C.  MCCOURT, BRUCE
C.  GODFREY AND MICHAEL J.  MAHONEY AND EACH OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND EXECUTE, IN THE NAME
OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT
AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO ENABLE RCN
CORPORATION TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS
OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN CONNECTION
WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE
REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN
THE NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY
AMENDMENTS TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE
AMENDMENTS), AND TO FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, TO SIGN ANY AND ALL APPLICATIONS, REGISTRATION STATEMENTS,
NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO COMPLY WITH APPLICABLE
STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER WITH OTHER DOCUMENTS
IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE SECURITIES AUTHORITIES,
GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL
POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING
REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND
TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS,
AND ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE
BY VIRTUE HEREOF.

               PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

Signature                   Title                                 Date
---------                   -----                                 ----

/s/ David C. McCourt
--------------------------  Chief Executive Officer           October 17, 1997
David C. McCourt            (Principal Executive Officer);
                            Chairman of the Board

/s/ Bruce C. Godfrey
--------------------------  Executive Vice President and      October 17, 1997
Bruce C. Godfrey            Chief  Financial Officer,
                            Director (Principal Financial
                            Officer and Principal Accounting
                            Officer)

/s/ Michael J. Mahoney
--------------------------  President and Chief Operating     October 17, 1997
Michael J. Mahoney          Officer, Director

/s/ James Q. Crowe
--------------------------  Director                          October 17, 1997
James Q. Crowe

/s/ Thomas May
--------------------------  Director                          October 17, 1997
Thomas May

/s/ Walter Scott, Jr.
--------------------------  Director                          October 17, 1997
Walter Scott, Jr.

/s/ Michael B. Yanney
--------------------------  Director                          October 17, 1997
Michael B. Yanney

--------------------------  Director                          October 17, 1997
Alfred Fasola

/s/ Thomas P. O'Neill, III
--------------------------  Director                          October 8, 1997
Thomas P. O'Neill, III

--------------------------  Director                          October 17, 1997
Richard R. Jaros

/s/ Eugene Roth
--------------------------  Director                          October 17, 1997
Eugene Roth

/s/ Stuart Graham
--------------------------  Director                          October 8, 1997
Stuart Graham

                                    INDEX TO EXHIBITS
Sequentially
Exhibit Number                          Exhibit                                 Numbered Page
--------------                          -------                                 -------------
4.01               Form of Certificate of Incorporation of the Registrant.            *
                   (Incorporated herein by reference to Exhibit 3.1 to the
                   Registrant's 1934 Act Registration Statement on Form 10,
                   1934 Act File No. 0-22825 (the "Form 10")).*

4.02               Form of Amended and Restated Bylaws of the Registrant.             *
                   (Incorporated herein by reference to Exhibit 3.2 to the
                   Form 10).*

5.01               Opinion of Raymond B. Ostroski, Esq.

23.01              Consent of Independent Public Accountants -- Coopers &
                   Lybrand L.L.P.

23.02              Consent of Raymond B. Ostroski, Esq. (included in his
                   opinion filed as Exhibit 5.01).

24.01              Powers of Attorney (included on the signature page of
                   this registration statement).

99.01              Form of the RCN Corporation 1997 Equity Incentive Plan.

99.02              Form of the RCN Corporation 1997 Stock Plan for
                   Non-Employee Directors.

99.03              Form of the RCN Corporation Executive Stock Purchase Plan.
------------
[FN]
*   Incorporated by reference.