Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CITIGROUP INC
  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)
(Last)
(First)
(Middle)
399 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2006
(Street)

NEW YORK, NY 10043
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)   11,853,222 A (1) 11,853,222 I By Affiliate (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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
Class B Common Stock, par value $0.01 per share (1) 06/21/2006   C(1)     11,853,222   (1)   (1) Common Stock 11,853,222 (1) 0 I By Affiliate (1) (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CITIGROUP INC
399 PARK AVENUE
NEW YORK, NY 10043
    X    
CITICORP BANKING CORP
ONE PENNS WAY
NEW CASTLE, DE 19720
    X    
COURT SQUARE CAPITAL LTD
399 PARK AVENUE
NEW YORK, NY 10043
    X    
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS LP
399 PARK AVENUE
NEW YORK, NY 10043
    X    
CITIGROUP VENTURE CAPITAL GP HOLDINGS LTD
399 PARK AVENUE
NEW YORK, NY 10043
    X    
CVC PARTNERS LLC
399 PARK AVENUE
NEW YORK, NY 10043
    X    

Signatures

 Citigroup Inc., by /s/ Ali L. Karshan, Assistant Secretary   06/21/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) The Common Stock reported herein includes (i) 11,626,633 shares that are currently held by Citigroup Venture Capital Equity Partners, L.P., an affiliate of the other Reporting Persons named above, as the record holder and (ii) 226,589 shares that are currently held by other affiliates of the Reporting Persons which are subsidiaries of CVC Partners, LLC and Citigroup Venture Capital GP Holdings, Ltd. Each Reporting Person disclaims beneficial ownership of the Common Stock shares reported herein except to the extent of its pecuniary interest therein.

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