Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Tribolet Michael
2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2006
3. Issuer Name and Ticker or Trading Symbol
VONAGE HOLDINGS CORP [VG]
(Last)
(First)
(Middle)
VONAGE HOLDINGS CORP., 23 MAIN STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Vonage America Inc.
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOLMDEL, NJ 07733
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (1) 03/31/2013 Common Stock 53,572 $ 1.4 D  
Employee Stock Option (right to buy)   (2) 02/27/2014 Common Stock 71,429 $ 1.76 D  
Employee Stock Option (right to buy)   (3) 04/01/2015 Common Stock 71,429 $ 7.42 D  
Employee Stock Option (right to buy)   (4) 03/15/2016 Common Stock 107,143 $ 15.06 D  
Series B Convertible Redeemable Prerferred Stock   (5)   (5) Common Stock 47,366 $ (5) D  
Series B Convertible Redeemable Prerferred Stock   (5)   (5) Common Stock 6,205 $ (5) I By Tribolet Grantor Retained Annuity Trust
Series C Convertible Redeemable Preferred Stock   (5)   (5) Common Stock 14,285 $ (5) D  
Convertible Notes 01/31/2006 12/01/2010 Common Stock $ 512,462.78 $ 14.22 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tribolet Michael
VONAGE HOLDINGS CORP.
23 MAIN STREET
HOLMDEL, NJ 07733
      President, Vonage America Inc.  

Signatures

/s/ Michael Tribolet 05/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Currently exercisable.
(2) The options vest in four, equal annual installments beginning on February 27, 2004.
(3) The options vest in equal monthly installments over a period of four years beginning on May 31, 2005.
(4) The options vest in equal monthly installments over a period of four years beginning on April 30, 2006.
(5) The convertible preferred stock is immediately convertible on a 1:2.86 basis and has no expiration date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.