SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Huber Michael

(Last)

(First)

(Middle)

C/O QUADRANGLE GROUP LLC

375 PARK AVENUE, 14TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2006

3. Issuer Name and Ticker or Trading Symbol
NTELOS HOLDINGS CORP [ NTLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class L Common Stock, par value $0.01 per share	5,592,693.17⁽¹⁾⁽²⁾	I	See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Prior to completion of the initial public offering, the issuer will amend and restate its certificate of incorporation pursuant to a merger whereby each current outstanding share of Class L common stock will be converted into shares of Class B common stock.

2. Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP (collectively, the "Quadrangle Funds"), together own 5,592,693.17 shares of the issuer's Class L common stock, $0.01 par value per share. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of the Quadrangle Funds. Mr. Huber is a Managing Member of Quadrangle GP Investors LLC. Mr. Huber disclaims beneficial ownership of the shares of Class L common stock that may be deemed beneficially owned by the Quadrangle Funds or any of their affiliates. This report shall not be deemed an admission that Mr. Huber is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Michael Huber	02/08/2006
	** 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 5 (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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