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* QUADRANGLE GP INVESTORS LLC (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NTELOS HOLDINGS CORP [ NTLS ]	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) 06/21/2006
	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
Common Stock, par value $0.01 per share	06/21/2006	06/21/2006	C(1)		12,262,880	A	(1)	12,262,880	I	By Affiliate(2)(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
Class B Common Stock, par value $0.01 per share	(1)	06/21/2006		C(1)			12,262,880	(1)	(1)	Common Stock	12,262,880	(1)	0	I	By Affiliate(1)(3)

1. Name and Address of Reporting Person* QUADRANGLE GP INVESTORS LLC (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (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* QUADRANGLE GP INVESTORS LP (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (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* QUADRANGLE CAPITAL PARTNERS LP (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (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* QUADRANGLE CAPITAL PARTNERS A LP (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (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* QUADRANGLE SELECT PARTNERS LP (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (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 holders of NTELOS Holdings Corp.'s (the "Company") Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), have the right under the Company's Restated Certificate of Incorporation to elect to convert shares of their Class B Common Stock into shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), at any time. Shares of Class B Common Stock are convertible into shares of Common Stock on a 1-for-1 basis, and have no expiration date.

2. Includes 8,539,829 shares of Common Stock currently held by Quadrangle Capital Partners LP, 466,622 shares of Common Stock currently held by Quadrangle Select Partners LP and 3,256,429 shares of Common Stock currently held by Quadrangle Capital Partners-A LP. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of the Quadrangle Funds.

3. Each of the Reporting Persons named above disclaim beneficial ownership of the shares of Common Stock of the Issuer reported herein that are beneficially owned by each of the Quadrangle Funds, except to the extent of each of their pecuniary interest therein.

	/s/ Michael Huber, Managing Member	06/21/2006
	** Signature of Reporting Person	Date
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