Exhibit 4.1



 Exhibit 4.1 
  


					
	 COMMON STOCK
  PAR VALUE $0.01
	 	

	 	 COMMON STOCK
  
 THIS CERTIFICATE IS TRANSFERABLE IN
 CANTON, MA, JERSEY CITY, NJ AND
 NEW YORK, NY

	 Certificate
 Number
	 	 	Shares

  
 NTELOS HOLDINGS
CORP. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFIES THAT 
  
  
			
	 	 	CUSIP 67020Q 10 7
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS


   
 is the owner of 

 
  FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 

 
 NTELOS Holdings Corp., transferable on the books of the Company in person or by
duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the By-Laws, as
amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent
and Registrar. 
   
 Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers. 
  

									
	 	 	 	  	

	  	 	  	DATED <<Month Day, Year>>
	FACSIMILE SIGNATURE TO COME	 	 	  	  	 	  	 
	  
 Chief Executive Officer and
President
	 	 	  	  	 	  	 
	 	 	 	  	  	 	  	COUNTERSIGNED AND REGISTERED:
	 	 	 	  	  	 	  	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 	  	  	 	  	TRANSFER AGENT AND REGISTRAR,
	FACSIMILE SIGNATURE TO COME	 	 	  	  	 	  	 


													
						
	 Executive Vice President, Chief Financial Officer, Treasurer and Secretary
	 	 	 	 	 	 	 	By	 	  


	 	 	 	 	 	 	 	 	 	 	AUTHORIZED SIGNATURE








  NTELOS HOLDINGS CORP. 
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AND THE RESOLUTIONS
OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS
MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED
LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 
   
 The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

							
				
	 TEN
 COM
	  	
 -as tenants in common
	 	
     UNIF GIFT MIN ACT
	  	                    Custodian
                    
				
	 	  	 	 	 	  	(Cust)                            (Minor)
				
	 TEN ENT
	  	 -as tenants by the entireties
	 	 	  	 under Uniform Gifts to Minors Act
                            

				
	 	  	 	 	 	  	(State)                
				
	 JT TEN
	  	 -as joint tenants with right of
 survivorship
	 	     UNIF TRF MIN ACT
	  	                     Custodian (until age     
)                    
 (Cust)                                      
            (Minor)

				
	 	  	 and not as tenants in common
	 	 	  	 
				
	 	  	 	 	 	  	 under Uniform Transfers to Minors Act.
                            

				
	 	  	 	 	 	  	(State)                

   
 Additional
abbreviations may also be used though not in the above list. 
    
  For value received,
                                hereby sell, assign and transfer unto
__________________________________________ 
   
  

			
	 	 	[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

  ____________________________________________________________________________________________________________________ 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
  
 ____________________________________________________________________________________________________________________ 
  
 ____________________________________________________________________________________________________________________ 
  
                          Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint 
  
   _________________________Attorney
to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. 
  

					
	 	 	 	  	Signature(s) Guaranteed: Medallion Guarantee Stamp
	Dated:	 	______________________________20_______________	  	 
	 	 	 	  	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.
	Signature:	 	_______________________________________________	  	 
			
	Signature:	 	_______________________________________________	  	 
	 	 	 Notice:     The signature to this assignment must correspond with the name as written upon the face of the
certificate, in every particular, without alteration or enlargement, or any change whatever.