SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VULCAN INC (Last) (First) (Middle) 505 FIFTH AVENUE, S. STE 900 (Street) SEATTLE WA 98104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RCN CORP /DE/ [ RCNC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2003
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock, $1 par value	12/31/2003		C		11,404,898(1)	A	$61.86(1)	11,404,898(1)	D(3)
Class B Common Stock, $1 par value	12/31/2003		S		11,404,898(1)	D	(2)	0	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B 7% Senior Convertible Preferred Stock	$61.86(1)	12/31/2003		C			705,507	02/28/2000	(4)	Common Stock	11,404,898(1)	(1)	1,411,196	D(3)
Series B 7% Senior Convertible Preferred Stock	$61.86(1)	12/31/2003		S			247,009	02/28/2000	(4)	Common Stock	3,993,032(1)	(2)	1,164,187	D(3)

1. Name and Address of Reporting Person* VULCAN INC (Last) (First) (Middle) 505 FIFTH AVENUE, S. STE 900 (Street) SEATTLE WA 98104 (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* ALLEN PAUL G (Last) (First) (Middle) 110 110TH AVE NE STE 550 (Street) BELLEVUE WA 98004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The conversion price of the Preferred Stock reported herein is based on the $61.86 conversion price reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2002, although the actual conversion price may have changed since that date. The number of shares of the Issuer's Common Stock underlying shares of Preferred Stock is an estimate based on such reported conversion price, and the $1,000 per share liquidation preference of each share of Preferred Stock.

2. 247,009 shares of Preferred Stock, and the number of shares of the Issuer's Class B Common Stock resulting from the conversion of 705,507 shares of Preferred Stock applying the conversion price in effect on December 31, 2003, were sold in a single transaction for an aggregate price of $2,000,000.

3. The reported securities are directly owned by Vulcan Ventures Incorporated. Paul G. Allen is the sole shareholder of Vulcan Ventures Incorporated and may be deemed to have shared voting and dispositive power with respect to such shares.

4. The Preferred Stock will be mandatorily converted into Common Stock or Class B Common Stock on February 28, 2007 if it has not already been converted before that date.

	Joseph D. Franzi, VP of Vulcan Ventures Inc., & Attorney-in-Fact for Paul G. Allen pursuant to a Power of Attorney filed on Aug. 30, 1999, with the Sch. 13G of Vulcan Ventures Inc. & Paul G. Allen for Pathogenesis, Inc. & incorporated herein by reference	01/05/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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