Filed pursuant to rule 424(b)(3)
Registration No. 333-38462
Prospectus Supplement No. 1
(To Prospectus dated June 2, 2000)
RCN CORPORATION
Common Stock, Preferred Stock, Debt Securities and Warrants or other Rights
4,162,691 Shares of Common Stock
Substitute Selling Stockholder
This Prospectus Supplement No. 1 supplements and amends the
Prospectus (the "Prospectus") dated June 2, 2000. The description of
Selling Stockholders appearing in the Section titled "Selling Stockholders"
is hereby amended to reflect the transfer of shares of RCN common stock
held by NSTAR Communications, Inc. ("NSTAR") (prior to its name change,
BECOCOM, Inc.) to a wholly-owned subsidiary of NSTAR, NSTAR Communications
Securities Corporation ("NSTAR Securities"). For purposes of the
Prospectus, NSTAR Securities is hereby substituted for NSTAR. Accordingly,
references to NSTAR in the section titled "Selling Stockholders" heretofor
refer to NSTAR Securities. The section titled "Selling Stockholders"
otherwise remains the same, and the amount of shares of RCN common stock
beneficially owned by NSTAR Securities is identical to the amount of shares
previously held by NSTAR, (i.e. 4,097,193 shares).
Pursuant to rule 424(c), the Prospectus is incorporated by
reference herein.
