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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Highland Steven Craig 		2. Issuer Name and Ticker or Trading Symbol

NTELOS HOLDINGS CORP [ NTLS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP - Finance and Corp. Dev.
(Last)          (First)          (Middle)

C/O NTELOS HOLDINGS CORP., 1154 SHENANDOAH VILLAGE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/11/2011
(Street)

WAYNESBORO, VA 22980
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  17905   (1) D    
Common Stock, Par Value $0.01 Per Share                  333.5   (2) I   By 401(k) Plan  
Common Stock, Par Value $0.01 Per Share                  223   (3) I   (4) By Daughter  
Common Stock, Par Value $0.01 Per Share                  223   (3) I   (4) By Son  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (Right to Buy)   $21.15   11/11/2011     A      8764         (5) 11/11/2021   Common Stock   8764   $21.15   8764   D    

Explanation of Responses:
( 1)  Balance reflects 2 for 1 reverse stock split effected on October 31, 2011 and also reflects automatic adjustments to outstanding share awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
( 2)  Based on recent account statement and adjusting for 2-for-1 reverse split.
( 3)  Balance reflects 2-for-1 reverse stock split effected on October 31, 2011
( 4)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 5)  Vests 25% on each November 11 of 2012 - 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Highland Steven Craig
C/O NTELOS HOLDINGS CORP.
1154 SHENANDOAH VILLAGE DRIVE
WAYNESBORO, VA 22980

SVP - Finance and Corp. Dev.

Signatures
/s/ Brian J. O'Neil, attorney-in-fact for Steven Craig Highland 11/15/2011
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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