File 333-77315
Rule 424(b)(2)
PROSPECTUS SUPPLEMENT [GRAPHIC OMITTED]
(To Prospectus dated June 15, 1999)
169,069 Shares
RCN CORPORATION
Common Stock
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This prospectus supplement relates to 169,069 shares of our common stock,
par value $1.00 per share, issued to the shareholders of Direct Network Access,
Ltd. in connection with our acquisition of the outstanding shares of stock of
Direct Network Access, Ltd. We acquired all of the outstanding shares of Direct
Network Access, Ltd. on August 11, 1999 for a purchase price of $10,300,051.70.
This prospectus supplement and the related prospectus may be used by
persons who receive shares of our common stock in connection with the
acquisition of Direct Network Access, Ltd. and who wish to resell the shares. We
have not authorized any person to use this prospectus supplement or the related
prospectus in connection with resales of shares without our prior written
consent.
Our common stock is quoted on The Nasdaq National Market under the symbol
"RCNC." The last reported sale price of the common stock on The Nasdaq National
Market on August 10, 1999 was $34.50 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is August 13, 1999.
