SecProbe.io

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Mail Stop 3561

September 15, 2005

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

Re: 	RCN Corporation
Amendment No. 1 to Form S-1
Filed September 2, 2005
File No. 333-126885

Dear Mr. Bogiages:

      We have reviewed your amended registration statement and
your
response letter dated September 2, 2005, 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.

Amendment No. 1 to Form S-1

1. Please update the disclosure in your registration statement to
speak as of the most recent practicable date.  For example, your
Form
S-1 disclosure at page 50 indicates that your disclosure controls
and
procedures were not effective at December 31, 2004.  However, page
49
of your Form 10-Q for the quarter ended June 30, 2005, filed
August
9, 2005, indicates that your disclosure controls and procedures
were
still not effective as of June 30, 2005.  Please update the S-1 to
clarify, if true, that your disclosure controls and procedures
have
been ineffective on a continuous basis at least from December 31,
2004, through June 30, 2005.

Common Stock held in Claims Reserve

2. We have reviewed your response to prior comment 1 and we
believe
that it is inappropriate to register for resale any shares not yet
distributed to the claim holders from the claims reserve by the
time
of effectiveness of the registration statement.  Please revise to
remove these shares from the registration statement.

Exhibit 5.1

3. Counsel`s opinion makes several assumptions that appear to be
inappropriate because counsel is in a better position than
investors
to verify the facts underlying these assumptions or, in the case
of
the second full paragraph on the page 2 of the opinion, the
assumptions are overly broad.  See:

* the assumptions numbered (iv), (v), (vi) and (vii) on page 2;
and
* the assumptions regarding choice of New York law in the second
full
paragraph on page 2.

Please have counsel revise to remove these assumptions or advise
us
in your response letter why they are appropriate.

4. Similarly, we note counsel`s statement in the last paragraph of
the opinion that they "express no opinion as to the law of any
jurisdiction other than the law of the States of New York and
California, the federal laws of the United States of America and
the
General Corporation Law of the State of Delaware."  This
qualification appears to be an inappropriate limitation on
counsel`s
opinion that the debt obligations and guarantees are legally
binding
obligations of the registrants and that the equity securities are
duly authorized, legally issued, fully paid and non-assessable.
Counsel`s assumptions numbered (iv), (v) and (vi) and in the
second
full paragraph on page 2 seem similarly inappropriate.  Please
have
counsel revise to remove these qualifications or advise us in your
response letter why they are appropriate.

5. We also note that counsel refers to and limits the opinion to
"the
General Corporation Law of the State of Delaware."  Please confirm
to
us in your response letter that counsel concurs with our
understanding that this reference and limitation includes the
statutory provisions and also all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting
these laws.  See Section VIII.A.14 of Division of Corporation
Finance, Current Issues and Rulemaking Projects (November 14,
2000)
which is available on our web site at
http://www.sec.gov/pdf/cfcr112k.pdf.

*   *   *   *   *

      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.

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

Sincerely,

Michele M. Anderson
Legal Branch Chief

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