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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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) 04/04/2007 (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 04/04/2007   S   6,325,000 D $ 17.4288 5,528,222 (1) I By Affiliate (1)

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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

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 PENN'S WAY NEW CASTLE, DE 19720		X
COURT SQUARE CAPITAL LTD 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
CITIGROUP VENTURE CAPITAL EQUITY PARTNERS LP 399 PARK AVENUE NEW YORK, NY 10043		X

Signatures

Citigroup Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary		04/05/2007
**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 Common Stock reported in Table I represents (i) 5,422,543 shares directly beneficially owned by Citigroup Venture Capital Equity Partners, L.P. ("CVCEP") and (ii) 105,679 shares directly beneficially owned by affiliates of the Reporting Persons that are subsidiaries of CVC Partners, LLC and Citigroup Venture Capital GP Holdings, Ltd. ("CVCGP"). CVC Partners, LLC holds a general partnership interest in CVCEP. CVCGP holds a membership interest in CVC Partners, LLC. Court Square Capital Limited is the sole stockholder of CVCGP. Citicorp Banking Corporation ("CBC") is the sole stockholder of Court Square Capital Limited. Citigroup Inc. is the sole stockholder of CBC. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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