UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities Exchange ~~reported)~~Act ~~June~~of ~~24, 2007~~ 1934

~~NEON~~Date ~~Communications~~of ~~Group,~~Report ~~Inc.~~ (~~Exact name~~ Date of ~~registrant~~earliest asevent ~~specified in its charter~~reported) November 6, 2007

Delaware	1-14168	13-3781263
(State or other jurisdiction of	(Commission	(IRS Employer Identification No.)
incorporation)	File Number)

NEON Communications Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14168	13-3781263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 West Park Drive
Westborough, MA	01581
(Address of principal executive offices)	(Zip Code)

Registrant'’s telephone number, including area code (508) 616-7800

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ x ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~Item~~o ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato Rule 14a-12 ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14a-12)

Aso ~~previously~~Pre-commencement ~~disclosed,~~communications NEON Communications Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated as of June 24, 2007, by and among RCN Corporation (“RCN”), Raven Acquisition Corporation and the Company (the "Merger Agreement"). Also as previously disclosed, in connection with the Merger Agreement, certain principal stockholders of the Company entered into Support Agreements, pursuant ~~to which such stockholders~~ ~~have agreed~~ to ~~vote~~Rule in favor of the Merger Agreement and the transactions contemplated thereby and against any competing transaction, subject to the terms and conditions set forth in the Support Agreements. The Support Agreements, which are made with and in favor of RCN, terminate on certain conditions, including any termination of the Merger Agreement. In addition, the Company entered into a side letter with each stockholder who entered into a Support Agreement, pursuant to which such stockholder agreed with the Company not to amend the Support Agreements in any manner that would interfere with Company’s ability to consummate an Acquisition Proposal that constitutes a Superior Proposal 14d-2(~~as defined in the Merger Agreement~~b) ~~without~~ ~~obtaining~~under the ~~prior~~Exchange ~~written~~Act ~~consent of~~(17 ~~Company.~~CFR ~~A copy of the form of side letter is attached as exhibit 10~~240.~~1 to this Current Report on Form 8~~14d-~~K and is incorporated herein by reference.~~(b))

~~Item~~o Pre-commencement ~~7.01~~communications ~~Regulation~~pursuant FDto ~~Disclosure~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

~~After~~Item ~~the close of business on June 25, 2007, the Company made available to its employees a Question and Answer sheet furnished as Exhibit 99~~8.101 ~~hereto.~~Other Events

~~Item~~On November 96, 2007, NEON Communications Group, Inc.01, ~~Financial~~a ~~Statements~~Delaware corporation (the “Company”), held a special meeting of its stockholders to consider and ~~Exhibits~~adopt the Agreement and Plan of Merger, dated as of June 24, 2007, by and among RCN Corporation, Raven Acquisition Corporation and the Company (the “Merger Agreement”). At the meeting, an aggregate of 35,475,471 shares of the Company’s common and preferred stock, together constituting 68.15% of the issued and outstanding shares of voting stock of the Company, were voted in favor of the Merger Agreement, while 2,676 shares were voted against the Merger Agreement and 77 shares abstained. This satisfies the stockholder approval requirement under the Merger Agreement and Delaware law.

On a second resolution, agreeing to adjourn ~~(d)~~the ~~Exhibits~~meeting if necessary to solicit additional proxies, 38,266,590 shares were voted in favor, 108,366 shares were voted against, and 2,794 shares abstained. Proxies were received from 38,377,750 out of 52,052,470 shares, or 73.73% of the shares entitled to vote.

~~10.1 Form of side letter with certain holders relating to the Support Agreements with RCN Corporation~~ 2

~~99.1 Employee Question and Answer materials~~ SIGNATURES

~~Additional~~Pursuant ~~Information and Where~~ to ~~Find~~the ~~It.~~requirements ~~The~~of ~~Company will file a definitive proxy statement with~~ the Securities ~~and~~ Exchange ~~Commission~~Act ~~(the~~of ~~“SEC”)~~1934, ~~in connection with~~ the ~~proposed~~Registrant ~~transaction.~~has ~~INVESTORS~~duly ~~AND~~caused ~~STOCKHOLDERS~~this ~~ARE~~report ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES THERETO. The definitive proxy statement will be mailed to ~~stockholders of the Company. The definitive proxy statement and other documents filed by the Company with the SEC will~~ be ~~available free of charge at the SEC’s website (www.sec.gov), the~~signed ~~Company’s~~on ~~website~~its ~~(www.neoninc.com)~~behalf orby ~~from~~ the ~~Company~~undersigned ~~directly~~hereunto byduly ~~making a request to NEON Communications Group, Inc~~authorized.~~, Attention: Investor Relations, 2200 West Park Drive, Westborough, MA 01581 (telephone: 508-616-7800).~~

Participants in Solicitation. RCN, the Company and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information concerning RCN’s participants is set forth in the proxy statement on Schedule 14A, dated April 27, 2007, for RCN’s 2007 annual meeting of stockholders as filed with the SEC. Information concerning the Company’s participants is set forth in the proxy statement, dated January 29, 2007, for the Company’s 2006 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants in the solicitation of proxies in respect of the Merger will be included in the proxy statement to be filed with the SEC.

Dated: November 6, 2007	NEON Communications Group, Inc.





	By:	/s/Gene M. Bauer
	Name:		Gene M. Bauer
	Title:		Senior Vice President,
			General Counsel and Corporate Secretary

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Forward Looking Statements. A number of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding the new company, including expected synergies resulting from the merger of RCN and the Company, combined operating and financial data, future plans, and whether and when the transactions contemplated by the Merger Agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the result of the review of the proposed Merger by various regulatory agencies, and any conditions imposed on the new company in connection with consummation of the Merger; approval of the Merger by the stockholders of the Company and satisfaction of various other conditions to the closing of the Merger; and the risks that are described from time to time in the Company’s reports filed with the SEC, including the Company’s annual report on Form 10-K for the year ended September 30, 2006, as such reports may have been amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 26, 2007	NEON Communications Group, Inc.
	By:/s/Gene M. Bauer
	Name:	Gene M. Bauer
	Title:	Senior Vice President,
		General Counsel and Corporate Secretary

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