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

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(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)
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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	Â
Employee Stock Option (right to buy)	  (2)	02/27/2014	Common Stock	71,429	$ 1.76	D	Â
Employee Stock Option (right to buy)	  (3)	04/01/2015	Common Stock	71,429	$ 7.42	D	Â
Employee Stock Option (right to buy)	  (4)	03/15/2016	Common Stock	107,143	$ 15.06	D	Â
Series B Convertible Redeemable Prerferred Stock	  (5)	  (5)	Common Stock	47,366	$ (5)	D	Â
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	Â
Convertible Notes	01/31/2006	12/01/2010	Common Stock	$ 512,462.78	$ 14.22	D	Â

Reporting Owners

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

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.

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