FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PLAINFIELD ASSET MANAGEMENT LLC 		2. Issuer Name and Ticker or Trading Symbol

RCN CORP /DE/ [ RCNI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

333 LUDLOW STREET,  		3. Date of Earliest Transaction (MM/DD/YYYY)

6/22/2010
(Street)

STAMFORD, CT 06902
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
COMMON STOCK, PAR VALUE $0.01   6/22/2010     S    50000   D $14.8311   4580690   (2) I   By Plainfield Special Situations Master Fund II Limited   (1)
COMMON STOCK, PAR VALUE $0.01   6/23/2010     S    76877   D $14.8201   4503813   (2) I   By Plainfield Special Situations Master Fund II Limited   (1) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  Plainfield Asset Management LLC ("Plainfield"), is the manager of the Plainfield Special Situations Master Fund Limited ("Master Fund"), Plainfield Special Situations Master Fund II Limited ("Master Fund II"), and Plainfield OC Master Fund Limited ("OC Fund", and together with Plainfield, Master Fund, and Master Fund II, the "Reporting Persons"), each a private investment vehicle formed for the purpose of investing and trading in a variety of securities and financial instruments. Max Holmes, an individual, is the chief investment officer of Plainfield. Each of the Reporting Persons disclaims beneficial ownership of the reported shares for which it is not the record owner, and this report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
( 2)  The amounts listed in this column include a total of 4,503,813 shares of Common Stock underlying 2,992,995 warrants currently held by Master Fund, Master Fund II, and OC Fund. Master Fund holds 2,446,830 warrants exercisable into 3,681,952 shares of Common Stock, Master Fund II holds 336,856 warrants exercisable into 506,896 shares of Common Stock, and OC Fund holds 209,309 warrants exercisable into 314,965 shares of Common Stock.
( 3)  After the disposition reported in Table I above, the Reporting Persons no longer own any Common Stock of the Issuer, but own warrants exercisable into Common Stock of the Issuer as described in Note 2 above.

Remarks:
*** Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, included as an Exhibit 24 to the Form 4 filed by the Reporting Persons on March 1, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PLAINFIELD ASSET MANAGEMENT LLC
333 LUDLOW STREET
STAMFORD, CT 06902
X

PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD.
333 LUDLOW STREET
STAMFORD, CT 06902
X

Plainfield Special Situations Master Fund II Ltd
333 LUDLOW STREET
STAMFORD, CT 06902
X

Plainfield OC Master Fund Ltd
333 LUDLOW STREET
STAMFORD, CT 06902
X

HOLMES MAX
C/O PLAINFIELD ASSET MANAGEMENT LLC
333 LUDLOW STREET
STAMFORD, CT 06902
X


Signatures
/s/ Thomas X. Fritsch PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED Authorized Individual 6/24/2010
** Signature of Reporting Person Date

/s/ Thomas X. Fritsch PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED Authorized Individual 6/24/2010
** Signature of Reporting Person Date

/s/ Thomas X. Fritsch PLAINFIELD OC MASTER FUND LIMITED Authorized Individual 6/24/2010
** Signature of Reporting Person Date

/s/ Thomas X. Fritsch PLAINFIELD ASSET MANAGEMENT LLC General Counsel 6/24/2010
** Signature of Reporting Person Date

/s/ Thomas X. Fritsch MAX HOLMES Attorney-in-Fact*** 6/24/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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