SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TUDOR INVESTMENT CORP ET AL (Last) (First) (Middle) ATTN: STEPHEN N. WALDMAN 1275 KING STREET (Street) GREENWICH CT 06831-2936 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/21/2004	3. Issuer Name and Ticker or Trading Symbol RCN CORP /DE/ [ RCNIV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,638,365(1)	I	See Footnote 1
Common Stock	6,183,056(2)	I	See Footnote 2

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7.375% Convertible Second Lien Notes due 2012	12/21/2004	06/21/2012	Common Stock	728,101(3)(4)	$25.16	I	See Footnote 4
7.375% Convertible Second Lien Notes due 2012	12/21/2004	06/21/2012	Common Stock	798,451(3)(5)	$25.16	I	See Footnote 5

1. Name and Address of Reporting Person* TUDOR INVESTMENT CORP ET AL (Last) (First) (Middle) ATTN: STEPHEN N. WALDMAN 1275 KING STREET (Street) GREENWICH CT 06831-2936 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JONES PAUL TUDOR II (Last) (First) (Middle) C/O TUDOR INVESTMENT CORPORATION 1275 KING STREET (Street) GREENWICH CT 06831-2936 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Chairman of Tudor

Explanation of Responses:

1. These shares of Common Stock are reported herein as indirectly beneficially owned by Tudor Investment Corporation, a Delaware corporation ("Tudor"). These shares are owned directly by The Tudor BVI Global Portfolio Ltd. (1,016,700 shares), a Cayman Islands company ("BVI"), Tudor Proprietary Trading, L.L.C. (544,691 shares), a Delaware limited liability company ("TPT"), The Raptor Global Portfolio Ltd. (4,571,423 shares), a Cayman Islands company ("Raptor"), and The Altar Rock Fund L.P. (50,242 shares), a Delaware limited partnership ("Altar Rock"). Because Tudor is the sole General Partner of Altar Rock and provides investment advisory services to Raptor, BVI and Altar Rock, Tudor may be deemed to beneficially own the shares of Common Stock owned by each of such entities. Tudor expressly disclaims such beneficial ownership.

2. These shares of Common Stock are reported herein as indirectly beneficially owned by Paul T. Jones, II. These shares are owned indirectly by Tudor (5,638,365 shares) (see Footnote 1) and directly by Tudor Proprietary Trading, L.L.C. (544,691 shares), a Delaware limited liability company ("TPT"). Because Mr. Jones is the controlling shareholder of Tudor and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the shares of Common Stock deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership.

3. The 7.375% Convertible Second Lien Notes due 2012 (the "Notes") are currently convertible into Common Stock at a conversion price of $25.16 per share, subject to adjustment.

4. These shares of Common Stock receivable upon exercise of the Notes are reported herein as indirectly beneficially owned by Tudor. These shares are owned directly by BVI (131,280 shares), Raptor (590,342 shares) and Altar Rock (6,479 shares). Tudor expressly disclaims such beneficial ownership.

5. These shares of Common Stock receivable upon exercise of the Notes are reported herein as indirectly beneficially owned by Mr. Jones. These shares are owned indirectly by Tudor (725,478 shares) (see Footnote 4) and directly by TPT (70,350 shares). Mr. Jones expressly disclaims such beneficial ownership.

Remarks:

All of the shares of Common Stock reported in Table I were acquired pursuant to a Plan of Reorganization (the "Plan") of RCN Corp (the "Issuer") under Chapter 11 of the U.S. Bankruptcy Code in exchange for certain indebtedness of the Issuer. In accordance with the Plan, the Issuer held back certain shares of Common Stock (the "Escrowed Shares") otherwise distributable to the holders of the Issuer's indebtedness in the event that the Issuer is required to satisfy certain contingent obligations. It is not known when or if the Escrowed Shares will ultimately be distributed. In the event that the Escrowed Shares are distributed in full, BVI, TPT, Raptor and Altar Rock will receive an additional 130,817 shares, 70,084 shares, 588,197 shares and 6,464 shares, respectively.

	Tudor Investment Corporation, By: Stephen N. Waldman, Managing Director	12/30/2004
	Paul T. Jones, II	12/30/2004
	** Signature of Reporting Person	Date
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