Exhibit 25.1

CONFORMED COPY

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

N/A	20-1177241
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
90 Christiana Road New Castle, Delaware	19702
(Address of principal executive offices)	(Zip Code)

John J. Mazzarella, FVP

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1801

(Name, address and telephone number of agent for service)

RCN Corporation

(Exact name of obligor as specified in its charter)

Delaware	22-3498533
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
105 Carnegie Center Princeton, NJ (609) 734-3811	08540
(Address of principal executive offices)	(Zip Code)

7.375% Convertible Second-Lien Notes Due 2012

(Title of Indenture Securities)

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency, New York, NY.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Item 3-15. Not Applicable

Item 16. List of Exhibits

Exhibit
T1A(i) (1)	Copy of the Articles of Association of HSBC Bank USA, National Association.
T1A(ii) (1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.
T1A(iii) (3)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association
T1A(iv) (1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.
T1A(v)	Not applicable.
T1A(vi) (2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)	Copy of the latest report of condition of the trustee (March 31, 2005), published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)	Not applicable.
T1A(ix)	Not applicable.

(1) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-113911 and incorporated herein by reference thereto.

(3) Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-122063 and incorporated herein by reference thereto.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 13^th day of July, 2005.

HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Stephen Ferrera
	Stephen Ferrera
	Vice President

Exhibit T1A (vii)

	Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081
Federal Financial Institutions Examination Council	Expires March 31, 2007
	Please refer to page i, Table of Contents, for the required disclosure of estimated burden.	1

Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices—	FFIEC 031
	(20040630) (RCRI 9999)

Report at the close of business March 31, 2005

This report is required by law; 12 U.S.C. §324 (State member banks); 12 U.S.C. § 1817 (State nonmember banks); and 12 U.S.C. §161 (National banks).	This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National Banks.	The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions.
I, Joseph R. Simpson, Controller    Name and Title of Officer Authorized to Sign Report	We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and believe.	/s/ Sal H. Alfieri
	Director (Trustee)
/s/ Joseph R. Simpson	/s/ Bernard J. Kennedy
Signature of Officer Authorized to Sign Report	Director (Trustee)
5/10/05	/s/ Martin Glynn
Date of Signature	Director (Trustee)

Submission of Reports

Each Bank must prepare its Reports of Condition and Income either: (a)    in electronic form and then file the computer data file directly with the banking agencies’ collection agent, Electronic Data System Corporation (EDS), by modem or computer diskette; or b)      in hard-copy (paper) form and arrange for another party to convert the paper report to automated for. That party (if other than EDS) must transmit the bank’s computer data file to EDS. For electronic filing assistance, contact EDS Call report Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page to the hard-copy f the completed report that the bank places in its files.

FDIC Certificate Number	5	7	8	9	0
	(RCRI 9030)

http://WWW.BANKING.US.HSBC.COM Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) (Example: www.examplebank.com) HSBC Bank USA, NATIONAL ASSOCIATION Legal Title of Bank (TEXT 9010) Wilmington City (TEXT 9130)

DE	19801
State Abbrev. (TEXT 9200)	ZIP Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency

REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA, National Association	of Buffalo
Name of Bank	City

in the state of New York, at the close of business March 31, 2005

			Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
a. Non-interest-bearing balances currency and coin			$	4,181,938
b. Interest-bearing balances				3,000,883
Held-to-maturity securities				3,435,345
Available-for-sale securities				15,497,190
Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold in domestic offices				575,000
b. Securities purchased under agreements to resell				2,278,365
Loans and lease financing receivables:
Loans and leases held for sale				1,947,191
Loans and leases net of unearned income	$	83,667,261
LESS: Allowance for loan and lease losses		771,721
Loans and lease, net of unearned income, allowance, and reserve				82,895,540
Trading assets				16,274,148
Premises and fixed assets				581,140
Other real estate owned				18,668
Investments in unconsolidated subsidiaries				276,514
Customers’ liability to this bank on acceptances outstanding				60,523
Intangible assets: Goodwill				2,091,831
Intangible assets: Other intangible assets				360,094
Other assets				5,094,244
Total assets			$	138,568,614
LIABILITIES
Deposits:
In domestic offices			$	59,206,551
Non-interest-bearing	$	8,436,610
Interest-bearing		50,769,941
In foreign offices				24,890,120
Non-interest-bearing		299,556
Interest-bearing		24,590,564
Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices				66,650

b. Securities sold under agreements to repurchase		1,284,404
Trading Liabilities		11,187,187
Other borrowed money		22,004,425
Bank’s liability on acceptances		60,523
Subordinated notes and debentures		3,529,454
Other liabilities		4,936,179
Total liabilities	$	127,165,493
Minority Interests in consolidated Subsidiaries	$	363
EQUITY CAPITAL
Perpetual preferred stock and related surplus		—
Common Stock		2,000
Surplus		9,260,394
Retained earnings		2,157,836
Accumulated other comprehensive income		-17,472
Other equity capital components		—
Total equity capital		11,402,758
Total liabilities, minority interests and equity capital	$	138,568,614