SecProbe.io

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Mail Stop 3561

August 12, 2005

Stephen A. Bogiages, Esq.
Senior Vice President, General Counsel and Corporate Secretary
RCN Corporation
196 Van Buren Street
Herndon, VA 20170

Re: 	RCN Corporation
Form S-1
Filed July 26, 2005
File No. 333-126885

Dear Mr. Bogiages:

      We have reviewed your filing with respect to the
appropriateness of registering resales of certain shares of common
stock held in a claims reserve and the appropriateness of
registering
issuance of exercise of common stock that would be issuable on
distribution of certain warrants, and we have the following
comments.
Please amend the registration statement in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

Common Stock held in Claims Reserve

1. We note that you are registering for resale shares of common
stock
that selling securityholders "may be entitled to receive" upon
distribution of common stock held in a claims reserve.  Please
revise
your registration statement, including your Recent Sales of
Unregistered Securities discussion, to clarify the nature of the
claims reserve, including which selling securityholders may
receive
what amount of shares, under what conditions they may receive the
shares and what interests those securityholders had in the common
stock in question both at the time you filed the registration
statement and currently.  Also advise us, in your response letter,
why it was not premature to register for resale those shares of
common stock prior to distributing those securities.

Warrants

2. Please revise your registration statement, including your
Recent
Sales of Unregistered Securities discussion, to clarify which
warrants have been issued and when they were issued.  In this
regard
we note your disclosure on the cover page that you "agreed to
issue"
warrants and your disclosure on page 89 indicates that the
warrants
are outstanding.  However, your disclosure at pages F-90 and II-2
to
II-3 indicates that you expect to complete the distribution of the
warrants by October 15, 2005, which suggests that they are have
not
yet been issued.  Also advise us why you are registering the
common
stock issuable upon exercise of the warrants.  In this regard, we
note that you issued the warrants in reliance on the exemption
from
registration pursuant to section 1145 of the Bankruptcy Code and
that
the warrants are immediately exercisable.

Outside Front Cover Page of Prospectus

3. Please revise to clarify what you mean by "cover" in your
statement that "[t]his Prospectus is being used to cover the
issuance
of shares of Common Stock upon exercise of the Warrants."

*   *   *   *   *

      Please amend your registration statement in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Daniel Zimmerman, Staff Attorney, at (202)
551-
3367 or me at (202) 551-3810 with any other questions.

Sincerely,

Michele M. Anderson
Legal Branch Chief

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