<PAGE>

    As filed with the Securities and Exchange Commission on April 26, 2001

                                                     Registration No.  333-_____
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            ______________________
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ______________________
                                  NTELOS Inc.
            (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                  <C>                                <C>
           Virginia                              4813                        54-1443350
(State or Other Jurisdiction of       (Primary Standard Industrial        (I.R.S. Employer
Incorporation or  Organization)          Classification Number)        Identification Number)
</TABLE>

                          401 Spring Lane, Suite 300
                                 P.O. Box 1990
                          Waynesboro, Virginia 22980
                                (540) 946-3500
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                           _________________________

                             Michael B. Moneymaker
     Sr. Vice President, Chief Financial Officer, Treasurer and Secretary
                          401 Spring Lane, Suite 300
                                 P.O. Box 1990
                          Waynesboro, Virginia 22980
                                (540) 946-3500
               (Name, Address, Including Zip Code, and Telephone
              Number, Including Area Code, of Agent For Service)

                                  Copies to:
                                David M. Carter
                               Hunton & Williams
                          600 Peachtree Street, N.E.
                            Atlanta, Georgia 30308
                                (404) 888-4246
                          (404) 888-4190 (facsimile)

                           _________________________

     Approximate date of commencement of the proposed sale to the public:
  As soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective statement for the same
offering. [ ] _________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                                             Proposed Maximum        Proposed Maximum
Title of Each Class of Securities        Amount to be       Offering Price Per          Aggregate                Amount of
        to be Registered                  Registered               Share            Offering Price          Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>                     <C>                     <C>
280,000 warrants to purchase common       280,000                  $0.75                $210,000                 $53 (2)
stock, no par value (1)
=============================================================================================================================
</TABLE>

     (1) The 280,000 warrants were issued together with our 13% senior notes in
a unit placement we completed in July 2000.  Each warrant represents the right
to purchase 1.8 shares of our common stock at an exercise price of $47.58 per
share.

     (2) Calculated in accordance with Rule 457(c) solely for purposes of
computing the amount of the registration fee.

     The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                  SUBJECT TO COMPLETION, DATED APRIL 26, 2001
-------------------------------------------------------------------------------
                              P R O S P E C T U S
-------------------------------------------------------------------------------


                                  NTELOS Inc.
                               280,000 Warrants

     This prospectus relates to the resale of 280,000 warrants issued in
connection with our placement of 280,000 senior units.  Each unit consisted of
$1,000 principal amount of NTELOS 13% senior notes due 2010 and one warrant to
purchase 1.8 shares of NTELOS common stock at an exercise price per share of
$47.58, subject to adjustment, which the selling security holders listed in the
section of this prospectus captioned "Selling Security Holders" may offer for
resale.

     After registration, the warrants may be sold from time to time to
purchasers directly by the selling security holders.  Alternatively, the selling
security holders may offer the warrants through underwriters, dealers or agents
on terms to be determined at the time of the sale.  To the extent required, the
specific warrants to be sold by the selling security holders, the respective
purchase price and public offering price, the names of any such agent, dealer or
underwriter and any applicable commission or discount with respect to a
particular offer will be set forth in an accompanying prospectus supplement.
The aggregate proceeds to the selling security holders from the sale of the
warrants will be the purchase price of the warrants less the aggregate agents'
or dealers' commissions and underwriters' discounts, if any.  See "Plan of
Distribution" on page 33.

     The selling security holders and any agents, dealers or underwriters that
participate with the selling security holders in the distribution of the
warrants may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), and any commissions received by them
and any profit on the resale of the securities purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.

     Our common stock is quoted on the Nasdaq National Market under the symbol
"NTLO."  On April 20, 2001, the reported last sale price of our common stock on
the Nasdaq National Market System was $18.01 per share.

     There is no public market for the warrants.  The warrants currently are
eligible for trading in the PORTAL Market.  Following registration of the
warrants pursuant to the registration statement, of which this prospectus forms
a part, the warrants will not be eligible for PORTAL Market trading.

     This prospectus includes additional information on the terms of the
warrants and our capital stock.

 Investing in the warrants involves a high degree of risk.  See "Risk Factors"
                             beginning on page 9.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                The date of this prospectus is _____ __, 2001.
-------------------------------------------------------------------------------

                                       1
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. The
SECURITIES May not be sold UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THE SECURITIES AND IT IS NOT SOLICITING ANY OFFER TO BUY THE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                                       2
<PAGE>

-------------------------------------------------------------------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                <C>
Where to Find More Information..................................     3
Forward-Looking Statements......................................     5
Certain Definitions.............................................     6
The Company.....................................................     7
Use of Proceeds.................................................     8
Risk Factors....................................................     9
Description of NTELOS Capital Stock.............................    19
Description of the Warrants.....................................    26
Material U.S. Federal Tax Considerations........................    29
Selling Security Holders........................................    32
Plan of Distribution............................................    33
Legal Matters...................................................    34
Experts.........................................................    34
</TABLE>

                                 ------------

                          WHERE TO FIND MORE INFORMATION

     This prospectus is part of a registration statement on Form S-3 that we
have filed with the Securities and Exchange Commission. This prospectus does not
contain all of the information set forth in the registration statement. For
further information about us, our capital stock and the warrants, you should
refer to the registration statement. This prospectus summarizes material
provisions of agreements and other documents. Since these summaries may not
contain all of the information that you may find important, you should review
the full text of these documents, which can be found as either exhibits to the
registration statement or exhibits to other filings we have made. This
prospectus incorporates important business and financial information about
NTELOS that is not included in or delivered with this document.

     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Securities and Exchange
Commission filings are available to the public over the internet at the
Securities and Exchange Commission's web site at http://www.sec.gov. You may
also read and copy any documents that are filed at the Securities and Exchange
Commission's public reference room at 450 Fifth Street, N.W., Washington, D.C.;
7 World Trade Center, Suite 1300, New York, New York; and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois. Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information on the public
reference rooms. You may also obtain filed documents from commercial document
retrieval services (some of which also provide on-line delivery). You may also
inspect such reports, proxy statements and other information concerning NTELOS
at the offices of The Nasdaq National Market, 9801 Washingtonian Boulevard,
Gaithersburg, Maryland, 20878.

     The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus
and information that we file later with the Securities and Exchange Commission
will automatically update and supersede this information.

     NTELOS incorporates by reference the documents (or portions thereof) listed
below. Some of these filings have been amended by later filings, which also are
listed. NTELOS may be required by the Securities and Exchange Commission to file
other documents under Section 13(a), 13(c), 14 or 15(d) of

                                       3
<PAGE>

the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the completion of this offer. These other documents (or portions thereof) will
be deemed incorporated by reference in this prospectus and to be a part of it
from the date they are filed with the Securities and Exchange Commission. Any
statements contained in this prospectus concerning the provisions of any
document (or portions thereof) filed with the Securities and Exchange Commission
are not necessarily complete, and, in each instance, you should refer to the
document in its entirety for complete information.

     You should rely only on the information incorporated by reference or
provided in this prospectus, dated _____ __, 2001. You should not assume that
the information in this prospectus is accurate as of any date other than that
date.

     We also incorporate by reference additional documents (or portions thereof)
that may be filed with the Securities and Exchange Commission between the date
of this prospectus and the completion of this offer. The following documents (or
portions thereof) are hereby incorporated by reference into this prospectus.

<TABLE>
<CAPTION>
Securities and Exchange Commission Filings of NTELOS Inc.
(formerly CFW Communications Company) (File No. 0-16751)                           Period/Filing Date
---------------------------------------------------------------------------  ------------------------------------
<S>                                                                          <C>
Prospectus filed pursuant to Rule 424(b) (for purposes of incorporating        November 9, 2000
 the financial statements listed below)
 PrimeCo Personal Communication, L.P., Richmond Major Trading Area
   Audited Financial Statements
   Unaudited Interim Financial Statements
 Virginia PCS Alliance, L.C.
   Audited Financial Statements
   Unaudited Interim Financial Statements
Definitive Proxy Statement                                                     March 30, 2001
Annual Report on Form 10-K                                                     Fiscal year ended December 31, 2000
Current Report on Form 8-K                                                     January 24, 2001
Current Report on Form 8-K                                                     February 13, 2001
Current Report on Form 8-K                                                     April 25, 2001
</TABLE>

     Documents incorporated by reference are available from us without charge by
first class mail or equally prompt means within one business day of receipt of
your request, excluding exhibits unless the exhibit has been specifically
incorporated by reference into the information that this prospectus
incorporates. If you want to receive a copy of any document incorporated by
reference, please request from us in writing or by telephone at the following
address:

                                  NTELOS Inc.
                          401 Spring Lane, Suite 300
                                P. O. Box 1990
                          Waynesboro, Virginia  22980
                         Attn:  Michael B. Moneymaker
                                (540) 946-3500

                                       4
<PAGE>

                            FORWARD-LOOKING STATEMENTS

     This prospectus and the information incorporated by reference into this
prospectus contain various "forward-looking statements," as defined in Section
27A of the Securities Act and Section 21E of the Exchange Act.  These forward-
looking statements are based on the beliefs of our management, as well as
assumptions made by, and information currently available to, our management. We
have based these forward-looking statements on our current expectations and
projections about future events and trends affecting the financial condition of
our business. These forward-looking statements are subject to risks and
uncertainties that may lead to results that differ materially from those
expressed in any forward-looking statement made by us or on our behalf,
including, among other things:

     .  changes in industry conditions created by federal and state
        legislation and regulations;

     .  successful integration of acquisitions;

     .  the achievement of build-out, operational, capital, financing and
        marketing plans relating to deployment of PCS services;

     .  retention of our existing customer base and service levels and our
        ability to attract new customers;

     .  continuation of economic growth and demand for wireless and wireline
        communications services;

     .  rapid changes in technology;

     .  the competitive nature of the wireless telephone and other
        communications services industries;

     .  adverse changes in the roaming rates we charge and pay;

     .  the capital intensity of the wireless telephone business and our debt
        structure;

     .  our substantial debt obligations and our ability to service those
        obligations;

     .  the cash flow and financial performance of our subsidiaries;

     .  restrictive covenants and consequences of default contained in our
        financing arrangements;

     .  our opportunities for growth through acquisitions and investments and
        our ability to manage this growth;

     .  the level of demand for competitive local exchange services in smaller
        markets;

     .  our ability to manage and monitor billing; and

     .  possible health effects of radio frequency transmission.

                                       5
<PAGE>

     Words and phrases such as "expects," "estimates," "intends," "plans,"
"believes," "projection," "will continue" and "is anticipated" are intended to
identify forward-looking statements.

     The results referred to in forward-looking statements may differ materially
from actual results because they involve estimates, assumptions and
uncertainties. We are not obligated to update or revise any forward-looking
statements or to advise of changes in the assumptions on which they are based,
whether as a result of new information, future events or otherwise. All forward-
looking statements should be viewed with caution.

     This prospectus includes statistical data and forecasts concerning the
communications industry that we obtained from industry publications. These
publications generally indicate that they have obtained information from sources
that they believe are reliable, but that they do not guarantee the accuracy and
completeness of the information. Forecasts of developing industries, such as
ours, are not based upon sophisticated analyses of a substantial amount of
historical data as is the case for more mature industries. Often, interviews
with corporate leaders in developing industries, such as ours, form the basis
for much statistical data and forecasts. Thus, statistical data and forecasts
for developing industries, such as ours, are much less likely to be accurate. We
also have not sought the consent of any of these sources to refer to their data
in this prospectus.

                               CERTAIN DEFINITIONS

     Except where otherwise indicated, the terms "NTELOS," "NTELOS Inc.," the
"company," "our company," "us," "our" and "we" as used in this prospectus refer
to NTELOS Inc. and its subsidiaries on a consolidated basis, except where it is
made clear that such term means only NTELOS Inc.  The term "pops" as used in
this prospectus refers to the population of a market, derived from, except where
otherwise indicated, the Kagan's 1999 Cellular/PCS POPs Book, which is published
by Paul Kagan Associates, Inc., a leading independent media and communications
association. All brand names, trademarks and service marks appearing in this
prospectus are the property of their respective holder.

     The term "Transactions" as used in this prospectus refers to the following
transactions that have recently been completed:

     .  the issuance and sale of $375 million of debt securities, consisting of:
        $280,000,000 aggregate amount of 13.0% Senior Notes due 2010, 280,000
        warrants to purchase 1.8 shares of our common stock, and $95,000,000 of
        13.5% Subordinated Notes due 2011;

     .  the borrowings under the new senior credit facility;

     .  the repayment of our existing senior indebtedness;

     .  the issuance and sale of our Series B and Series C Preferred Stock;

     .  our acquisition of the digital wireless operations of PrimeCo PCS, L.P.
        in the Richmond-Petersburg and Norfolk-Virginia Beach, Virginia markets,
        which we refer to in this prospectus as Richmond-Norfolk PCS;

     .  our merger with R&B Communications, Inc.;

     .  our acquisition of personal communications services, or PCS, licenses
        from AT&T and disposition of wireless communications services, or WCS,
        licenses to AT&T;

                                       6
<PAGE>

     .  our consolidation of Virginia PCS Alliance, L.C. ("Virginia Alliance")
        and West Virginia PCS Alliance, L.C. ("West Virginia Alliance"), or the
        Alliances, through which we conduct our PCS operations;

     .  the dispositions of our partnership interest in Virginia RSA 5 Limited
        Partnership ("RSA5") and the analog cellular operations and assets of
        our Virginia RSA 6 Cellular Limited Partnership ("RSA6"); and

     .  the disposition of our directory assistance operations.


                                  THE COMPANY

Overview


     We are a regional integrated communications provider offering a broad range
of wireless and wireline products and services to business and residential
customers in Virginia, West Virginia, Kentucky, Tennessee and North Carolina. We
own our digital PCS licenses, fiber optic network, switches and routers, which
enable us to offer our customers end- to-end connectivity in many of the regions
we serve. Our facilities-based approach allows us to control service quality and
generate operating efficiencies. As of December 31, 2000, we had approximately
168,400 wireless subscribers, approximately 54,300 installed incumbent local
exchange carrier access lines, which we refer to throughout this propsectus as
ILEC, and competitive local exchange carrier access lines, which we refer to
throughout this prospectus as CLEC.

     Our business encompasses both wireless and wireline communications
services:

     .  Wireless. Our wireless business consists primarily of digital PCS
        services, which we offer in Virginia, West Virginia, North Carolina and
        Kentucky. We complement our wireless voice services with wireless
        Internet and data services. Our PCS network utilizes digital CDMA
        technology, which provides high bandwidth capacity at comparatively low
        cost and can be upgraded to support enhanced capabilities. We believe
        that the combination of our CDMA technology, our bandwidth capacity and
        the LMDS and MMDS wireless spectrum that we own positions us to
        capitalize on opportunities in the growing wireless data market. As of
        December 31, 2000, we owned licenses covering approximately 8.5 million
        pops (and had pending licenses for 2.5 million additional pops pursuant
        to an exchange agreement with AT&T) and provided PCS services to
        approximately 168,400 subscribers.

     .  Wireline. We provide ILEC and CLEC services in Virginia, West Virginia
        and Tennessee. As an ILEC, we own and operate a 104-year-old local
        telephone company. As of December 31, 2000, our ILEC had approximately
        39,700 residential and business access lines installed. As a CLEC, we
        serve nine markets in three states and intend to continue our expansion
        into contiguous and other nearby markets. Since commencing CLEC
        operations in mid-1998, we have grown our number of installed business
        access lines to approximately 14,600, as of December 31, 2000. In
        addition, we provide wireline Internet access through a local presence
        in Virginia, West Virginia, Tennessee and North Carolina. We offer high-
        speed data services, such as dedicated service and DSL, and dial-up
        services in a growing number of markets within these four states. As of

                                       7
<PAGE>

        December 31, 2000, our Internet customer base totaled approximately
        59,200 dial-up subscribers and 1,600 DSL subscribers.

     Our wireless and wireline businesses are supported by our fiber optic
network, which currently includes 1,700 route-miles. This network gives us the
ability to originate, transport and terminate much of our customers'
communications traffic in many of our service markets. We also use our network
to back-haul communications traffic for our retail services and to serve as a
carrier's carrier, providing transport services to third parties for long
distance, Internet and private network services. Our fiber optic network is
connected to and marketed with adjacent fiber optic networks in the mid-Atlantic
region.

Recent Developments

     We are significantly expanding the geographic region that we serve and
focusing our growth efforts on our core communications services, primarily
digital PCS services, Internet access, including dedicated, high-speed DSL and
dial-up services, high-speed data transmission and local telephone services. In
connection with our expansion, we have received additional equity investments.
We are also divesting non-strategic assets. Transactions that were completed in
2000 and 2001 include:

     .  changing our legal name to NTELOS Inc.;

     .  acquisition of Richmond-Norfolk PCS;

     .  acquisition of a controlling interest in the Virginia Alliance;

     .  our merger with R&B Communications, an integrated communications
        provider in a geographic market contiguous to ours, which gave us a
        controlling interest in the West Virginia Alliance;

     .  equity investments from Welsh Carson Anderson & Stowe and its affiliates
        ("WCAS") and affiliates of Morgan Stanley & Co. Incorporated ("Morgan
        Stanley");

     .  acquisition of certain PCS licenses from AT&T that added 2.5 million
        pops in certain markets in Pennsylvania;

     .  sales of our membership interest in RSA5, our RSA6 wireless analog
        operations and assets, our directory assistance operations and
        communications tower sites; and

     .  arrangement of a new senior credit facility.


     We are a Virginia corporation with principal executive offices located at
401 Spring Lane, Suite 300, Waynesboro, Virginia  22980.  Our telephone number
is (540) 946-3500, and our Web site is http://www.ntelos.com.  The information
on our Web site is not incorporated by reference into this prospectus.  Our
common stock is traded through the facilities of the Nasdaq Stock Market under
the symbol "NTLO."

                                 USE OF PROCEEDS

     We are registering the warrants offered by this prospectus for the account
of the selling security holders identified in the section of this prospectus
entitled "Selling Security Holders."  All of the net proceeds from the sale of
the warrants will go to the selling security holders who offer and sell their
warrants.  We will receive the exercise price of $47.58 per share for the shares
of common stock we issue

                                       8
<PAGE>

upon exercise of the warrants. We intend to use the proceeds we receive from the
exercise of the warrants for general corporate purposes.

                                   RISK FACTORS

     Before investing in the warrants, you should carefully consider the
following factors and other information in this prospectus. The risks and
uncertainties described below are not the only ones we face. Additional risks
not presently known to us or that we currently deem immaterial may also impair
our business operations. Our business, financial condition and results of
operations could be materially adversely affected by any of the following risks.
This prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including
the risks faced by us described below or elsewhere.

Risks Relating to Us and Our Business

     Our substantial indebtedness poses important consequences to you.

     We have a significant level of debt and interest expense.  As of
December 31, 2000, we had approximately $556 million of indebtedness.  We also
have the ability to incur $150 million of additional debt under our new senior
credit facility, subject to certain conditions.  In addition, for the year ended
December 31, 2000, after giving effect to the Transactions our net interest
expense would have been approximately $71.6 million and our earnings would have
been insufficient to cover fixed charges by approximately $137.0 million.
Further, the indentures governing our notes allow us to incur additional debt
under certain circumstances.  If we incur additional debt, the related risks
that we now face could increase.

     Our substantial indebtedness poses important consequences to you, including
the risks that:

     .  we will use a substantial portion of our cash flow from operations, if
        any, to pay principal and interest on our debt, thereby reducing the
        funds available for working capital, capital expenditures, acquisitions
        and other general corporate purposes;

     .  our indebtedness may limit our ability to obtain additional financing on
        satisfactory terms, if at all;

     .  insufficient cash flow from operations may force us to sell assets,
        restructure or refinance our debt, or seek additional equity capital,
        which we may be unable to do at all or on satisfactory terms;

     .  our level of indebtedness may make us more vulnerable to economic or
        industry downturns;

     .  indebtedness under our new senior credit facility bears interest at
        variable rates, which could create higher debt service requirements if
        market interest rates increase;

     .  our failure to comply with the financial and other covenants applicable
        to our debt could result in an event of default, which, if not cured or
        waived, would have a material adverse effect on us; and

                                       9
<PAGE>

     .  our debt service obligations increase our vulnerabilities to competitive
        pressures, as many of our competitors will be less leveraged than we
        are.

     These risks may directly impact our ability to service our debt
obligations.

     Our historical operations results are not representative of recent results.

     Our operating results have historically been generated by our ILEC
operations, and we have had stable revenues and positive cash flow from
operations and EBITDA. In recent years, our cash flows and EBITDA have been
negatively impacted by our early stage businesses. This trend has been
exacerbated because we acquired additional early stage businesses in the
Transactions. In 2000, we generated significant operating losses and experienced
a substantial reduction in cash flow from operations.  We expect reported
operating losses in 2001 to substantially increase as compared to reported
operating losses in 2000.

     We may not be able to manage the rapid growth associated with our strategy
of growth through acquisitions, which would cause significant strain on our
management, financial and other resources.

     As part of our growth strategy, we intend to expand our current business in
adjacent areas through acquisitions, including, for example, the R&B
Communications merger and our acquisition of Richmond-Norfolk PCS. These
transactions impose substantial integration risks on us. We may also engage in
other acquisitions, including local and regional Internet service providers,
ILEC and CLEC operations, PCS licenses and fiber optic networks. Our ability to
engage in acquisitions will depend on our ability to identify attractive
acquisition candidates, and if necessary, obtain financing on satisfactory
terms. We will also face competition for suitable acquisition candidates, which
may increase our costs and limit the number of suitable acquisition candidates.
In addition, customers and employees frequently terminate their relationships
with acquired companies. After our acquisition of Richmond-Norfolk PCS, we
experienced increased customer turnover.  Expansion of our operations and the
integration of future acquisitions will place a significant strain on our
management, financial and other resources and on our systems.

     We face risks that the systems we own and acquire will not perform as we
expect. In addition, we may incur unanticipated liabilities or contingencies
from acquired companies and we may have reduced earnings due to amortization,
increased interest costs and costs related to integration. Our ability to manage
future growth will depend upon our ability to:

     .  monitor operations;

     .  control costs;

     .  integrate acquired operations, including financial, computer, operating
        and accounting systems;

     .  prevent the attrition of key employees and the loss of significant
        customers of acquired businesses;

     .  maintain effective quality controls; and

     .  expand our internal management, technical and accounting systems.

                                       10
<PAGE>

     A failure to implement and improve our systems, procedures and controls in
an efficient manner and at a pace consistent with the growth of our business
could have a material adverse effect on our business, prospects, operating
results and ability to service our debt.

     We face competition in the communications industry generally from
competitors with substantially greater resources than us and from competing
technologies.

     We operate in an increasingly competitive environment. As an integrated
communications provider, we face competition in our business from:

     .  competitive local exchange carrier operations (which we refer to in this
        document as CLEC), including Adelphia, Fibernet and Comscape;

     .  incumbent local exchange carrier operations (which we refer to in this
        document as ILEC), including Verizon and Sprint;

     .  Internet service providers, including AOL, EarthLink, PSI Net, and
        BellSouth;

     .  wireless communications providers, including Sprint, AT&T/SunCom,
        Verizon Wireless and Cellular One;

     .  cable television companies, including Adelphia; and

     .  resellers of communications services and enhanced services providers.

     In addition, we expect that, over time, wireless communications services
providers will compete more directly with  wireline telephone services
providers.  We generally compete on the basis of price and service quality.

     Many communications services can be provided without incurring an
incremental charge for an additional unit of service. For example, there is
virtually no marginal cost for a carrier to transmit a call over its own
telephone network. As a result, once there are several facilities-based carriers
providing a service in a given market, price competition is likely and can be
severe. As a result, we have experienced price competition, which is expected to
continue. In each of our service areas, additional competitors could build
facilities. If additional competitors build facilities in our service areas,
this price competition may increase significantly.

     Many of our competitors are, or are affiliated with, major communications
companies that have substantially greater financial, technical and marketing
resources than we have and greater name recognition and more established
relationships with a larger base of current and potential customers, and
accordingly, we may not be able to compete successfully. We expect that
increased competition will result in more competitive pricing. We have already
witnessed declining average revenue per subscriber due to two new entrants in
the Richmond Major Trading Area in 1999. Companies that have the resources to
sustain losses for some time have an advantage over those companies without
access to these resources. We cannot assure you that we will be able to achieve
or maintain adequate market share or revenue or compete effectively in any of
our markets.

     Additionally, many of our competitors have national networks, which enables
them to offer long-distance  telephone services to their subscribers without
imposing additional charges, or incurring any incremental cost. Therefore, some
of our competitors are able to offer pricing plans that include "free" long-
distance. We do not have a national network, and we must pay other carriers a
per-minute charge

                                       11
<PAGE>

for carrying long-distance calls made by subscribers. Accordingly, we will not
be able to provide long-distance services without imposing additional charges on
subscribers or subsidizing their long-distance calls and may face a disadvantage
in attracting or retaining customers who require long-distance services.

     We also compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio,
domestic and global mobile satellite service and third generation, or 3G,
wireless technologies. These technologies may have advantages over the
technology we use and may ultimately be more attractive to customers. Each of
the factors and sources of competition discussed above could have a material
adverse affect on our business.

     If we are unable to add a sufficient number of new PCS customers to support
our PCS business plans and to generate sufficient cash, we will have to depend
significantly on our local telephone operations to generate cash flow.

     Our success will depend on our ability to expand our current customer base,
penetrate our target markets and otherwise capitalize on wireless opportunities.
We must increase our subscriber base without excessively reducing the prices we
charge to realize the anticipated cash flow, operating efficiencies and cost
benefits of our network. Additionally, our business strategy is to establish a
PCS presence in new markets and then supplement our PCS services with CLEC and
Internet services. This strategy is in the early stages of implementation and is
still unproven. We have historically relied significantly on revenues generated
by our local telephone operations to grow our business. If our PCS strategy is
unsuccessful, we will remain heavily dependent on our local telephone operations
to meet our cash flow needs.

     If we fail to raise the capital required to build-out and operate our
planned networks, we may experience a material adverse effect on our business.

     We require significant additional capital to build-out and operate planned
networks and for general working capital needs. After giving effect to our
recent transactions, we expect our capital expenditures for the year 2001 to be
between  $90 million to $100 million.  Our cash flows from operations will not
be enough to cover our anticipated capital expenditures. We may require
additional and unanticipated funds if we make acquisitions, if there are
significant departures from our current business plan, unforeseen delays, cost
overruns, unanticipated expenses due to regulatory changes, or if we incur
engineering design changes or other technological risks. We will also require
additional capital to invest in any new wireless or wireline opportunities,
including capital for license acquisition costs. We may seek to obtain new
capital through subsequent public or private equity or debt financings. However,
capital markets have recently been volatile and uncertain. These markets may not
improve, and we may not be able to access these markets to raise additional
capital on favorable terms, or at all. If we fail to obtain required new
financing, that failure would have a material adverse effect on our business and
our financial condition. For example, if we are unable to access capital
markets, we may have to restrict our activities or sell our interests in one or
more of our subsidiaries or other ventures at a distressed sale price.

     If we experience a high rate of PCS customer turnover, our costs could
increase and our revenues could decline.

     Many PCS providers in the U.S. have experienced a high rate of customer
turnover, even when compared to analog cellular industry averages. The rate of
customer turnover may be the result of several factors, including limited
network coverage, reliability issues such as blocked or dropped calls, handset
problems, inability to roam onto third-party networks at competitive rates, or
at all, price competition and affordability, customer care concerns and other
competitive factors. We cannot assure you that our strategies to address
customer turnover will be successful. A high rate of customer turnover could
reduce

                                       12
<PAGE>

revenues and increase marketing costs to attract the minimum number of
replacement customers required to sustain our business plan, which, in turn,
could have a material adverse effect on our business, prospects, operating
results and ability to service our debt.

     Our results of operations may decline if the roaming rates we charge for
the use of our network by outside customers decrease or the roaming rates we pay
for our customers' usage of third party networks increase.

     We earn revenues from customers of other wireless communications providers
who enter our service areas and use our network, commonly referred to as
roaming. Roaming rates per minute have declined over the last several years and
we expect that these declines will continue for the foreseeable future.
Similarly, because we do not have a national network, we must pay roaming
charges to other communications providers when our wireless customers use their
networks. We have entered into roaming agreements with other communications
providers that govern the roaming rates that we are permitted to charge and that
we are required to pay. If these roaming agreements are terminated, the roaming
rates we currently charge may further decrease and the roaming rates that we are
charged may increase and, accordingly, our revenues and cash flow may decline.

     Our larger competitors may build networks in our markets, which may result
in decreased roaming revenues and severe price-based competition.

     We compete with several wireless providers in each of our markets. Our
current roaming partners or other larger wireless providers might build their
own digital PCS networks in our service areas. Should this occur, use of our
networks for roaming would decrease and our roaming revenues would be adversely
affected. Once a digital PCS system is built out, there are only marginal costs
to carrying an additional call, so a larger number of competitors in our service
areas could introduce significantly higher levels of price competition and
reduce our revenues, as has occurred in many areas in the United States. Over
the last three years, the per-minute rate for wireless services has declined. We
expect this trend to continue into the foreseeable future. As per-minute rates
continue to decline, our revenues and cash flows may be adversely impacted.

     The loss of officers and skilled employees that we depend upon to operate
our business and implement our business plans could have a material adverse
effect on our business.

     The loss of our key officers could hurt our ability to offer our products
and services. We believe that our future success will also depend in large part
on our continued ability to attract and retain highly qualified technical and
management personnel. We believe that there is and will continue to be intense
competition for qualified personnel in the PCS equipment and services industry
as the PCS market continues to develop. Additionally, we will rely on the
expertise of various R&B and Richmond-Norfolk PCS officers and skilled employees
to execute our business plans. We may not be successful in retaining key
personnel or in attracting and retaining other highly qualified technical and
management personnel.

     Continued expansion of our network, services and subscribers could be
slowed if we cannot manage our growth.

     We have rapidly expanded and developed our network and geographic areas of
operation. Our expansion and development has placed and will continue to place
significant demands on our management, operational and financial systems and
procedures and controls. We may not be able to manage our anticipated expansion
effectively, which would harm our business, results of operations, financial
condition and our ability to make payments on our debt.

                                       13
<PAGE>

     Our further expansion and development will depend on a number of factors,
including:

     .  cooperation of the existing local telephone companies;

     .  regulatory and governmental developments;

     .  changes in the competitive climate in which we operate;

     .  successful implementation of customer billing, order processing and
        network management systems;

     .  increasing number of customers and changes in their service
        requirements;

     .  demand for greater data transmission capacity;

     .  availability of financing;

     .  technological developments;

     .  availability of rights-of-way, building access and antenna sites;

     .  availability of qualified consultants and contractors to assist in the
        design and engineering of our network;

     .  our ability to hire and retain a sufficient number of qualified
        employees;

     .  existence of strategic alliances or relationships; and

     .  emergence of future opportunities.

     We will need to continue to improve our operational and financial systems
and our procedures and controls as we grow.  We must also develop, train and
manage our existing and new employees.

     Failure to maintain billing and customer information systems effectively
may adversely affect our ability to bill and receive payments from customers.

     We use sophisticated information and processing systems which are vital to
our growth and our ability to monitor costs, bill customers, process customer
orders and achieve operating efficiencies. Billing and information systems have
historically been produced by outside vendors. As we continue providing more
services, we will need more sophisticated billing and information systems. In
addition, we must successfully integrate the billing and information systems of
R&B, Richmond-Norfolk PCS and other future acquisitions into our systems. Our
failure, or the failure of vendors, to adequately identify all of our
information and processing needs or to upgrade systems as necessary could have a
material adverse effect on our business. Also, call detail records may not be
accurately recorded and customer bills may not be generated promptly or
accurately, which could adversely affect our ability to promptly collect on
customer balances due to us.

     We must secure unbundled network elements at reasonable rates or our CLEC
expansion may be delayed and our quality of service may decline.

                                       14
<PAGE>

     In providing our CLEC services, we interconnect with and use incumbent
telephone companies' networks to access our customers. Therefore, we depend upon
the technology and capabilities of incumbent telephone companies. Our CLEC
operations depend significantly on the quality and availability of the incumbent
telephone companies' copper lines and the incumbent telephone companies'
maintenance of these lines. We must also maintain efficient procedures for
ordering, provisioning, maintaining and repairing lines from the incumbent
telephone companies. We may not be able to obtain the copper lines and services
we require from the incumbent telephone companies at satisfactory quality
levels, rates, terms and conditions. If we fail to do so, it could delay the
expansion of our CLEC networks and degrade the quality of our services to our
CLEC customers. If these events occur, we will experience a material adverse
effect on our CLEC business.

     We also provide a digital subscriber line service, which we refer to in
this prospectus as DSL. To provide unbundled DSL-capable lines that connect each
end-user to our equipment, we rely on incumbent telephone companies. The
Telecommunications Act generally requires that charges for these unbundled
network elements be cost-based and nondiscriminatory. Charges for DSL-capable
lines and other unbundled network elements may vary based on rates proposed by
incumbent telephone companies and approved by state regulatory commissions.
Increases in these rates could result in a material adverse effect on our CLEC
business.

     Successful expansion of our CLEC operations into new markets is dependent
on interconnection agreements, permits and rights-of-way.

     The successful expansion of our CLEC operations will depend, in part, on
our ability to implement existing interconnection agreements and enter into and
implement new interconnection agreements as we expand into new markets.
Interconnection agreements are subject to negotiation and interpretation by the
parties to the agreements and are subject to state regulatory commission, FCC
and judicial oversight. We have successfully negotiated interconnection
agreements with the ILECs in the areas we serve. These interconnection
agreements have fixed terms, however, and several have expired or will expire in
the near future. These agreements must be renegotiated or re-arbitrated. We
cannot assure you that we will be able to renegotiate existing or enter into new
interconnection agreements in a timely manner on terms favorable to us. We must
also maintain existing and obtain new local permits, including rights to utilize
underground conduit and pole space and other rights-of-way. We cannot assure you
that we will be able to maintain our existing permits and rights or obtain and
maintain other permits and rights needed to implement our business plan on
acceptable terms. Cancellation or non-renewal of our interconnection agreements,
permits, rights-of-way or other arrangements could materially adversely affect
our business. In addition, the failure to enter into and maintain any required
arrangements for a new market may affect our ability to develop that market.

     If we lose our collocation rights or our right to install equipment on
towers owned by other carriers or fail to obtain zoning approval for our cell
sites, we may have to rebuild our network.

     We currently collocate our cell sites on facilities shared with one or more
wireless providers. As we expand our network, we intend to continue to collocate
our cell sites. If we are unable to secure future collocation agreements in
favorable locations or our current collocation agreements are terminated, we
would have to find new sites. Additionally, if our equipment had already been
installed we may have to rebuild that portion of our network. Some of the cell
sites are likely to require us to obtain zoning variances or local governmental
or third party approvals or permits. We may also have to make changes to our
radio frequency design as a result of difficulties in the site acquisition
process.

     We may have difficulty in obtaining infrastructure equipment required in
order to meet our network expansion goals.

                                       15
<PAGE>

     If we are unable to acquire the necessary equipment to expand our fiber
optic network in a timely manner, we may be unable to provide wireless
communications services comparable to those of our competitors or to meet our
expansion goals. The demand for the equipment that we need to construct our
fiber optic network is considerable and manufacturers of this equipment could
have substantial order backlogs. Accordingly, the lead time for the delivery of
this equipment may be long. Some of our competitors purchase large quantities of
communications equipment and may have more established relationships with the
manufacturers of this equipment. Consequently, they may receive priority in the
delivery of this equipment.

     A substantial increase in fraudulent and/or unbilled use of our network
would adversely affect our business operations.

     We incur costs associated with unauthorized use of our network. Fraud could
adversely affect our business by increasing interconnection costs, capacity
costs, administrative and capital costs, costs incurred for fraud prevention,
and payments to other carriers for unbillable fraudulent roaming. If the costs
associated with unauthorized use of our wireless network become substantial, we
may experience a material adverse effect on our business, prospects, operating
results and ability to service our debt.

     The loss of our licenses could adversely affect our ability to provide
wireless and wireline services.

     In the United States, cellular, personal communications services and
microwave licenses are valid for ten years from the effective date of the
license. Licensees may renew their licenses for additional ten-year periods by
filing a renewal application with the FCC. The renewal applications are subject
to FCC review and are put out for public comment to ensure that the licensees
meet their licensing requirements and comply with other applicable FCC mandates.
If we fail to file for renewal of these licenses or fail to meet any licensing
requirements, we could be denied a license renewal and, accordingly, our ability
to continue to provide service in that license area would be adversely affected.

     Because we rely heavily on a retail distribution channel, we are subject to
risks generally associated with retail operations that could adversely impact
our operations and financial condition.

     Our sales strategy utilizes product and service distribution through retail
stores and kiosks. We currently own 46 retail stores consisting of related
outlets and kiosks.  Also, as we expand into new markets, we will continue to
open new retail outlets. Accordingly, we must successfully manage various risks
associated with retail operations, including inventory management, internal and
external theft, the ability to hire and retain qualified and knowledgeable
employees, employee turnover and training expenses, collective employee action,
and identifying and securing suitable locations. If we can't manage any of these
factors successfully, it could have a material adverse impact on our business
strategy, operations and financial condition.

     Our articles of incorporation, bylaws, shareholder rights plan and Virginia
law contain provisions that could discourage a takeover.

     Provisions of our articles of incorporation, bylaws and Virginia law may
discourage, delay or prevent a merger or acquisition that holders of the
warrants or our other shareholders may consider favorable.  For example, the
provisions of our articles of incorporation and bylaws establish a classified
board of directors, of which only a portion of the total number of directors
will be elected at each annual meeting, and authorize the board to issue
preferred stock with substantial voting rights.  In addition, our bylaws provide
that a shareholder meeting must be called by the Chairman of the Board, the
President or

                                       16
<PAGE>

a majority of the Board and that the shareholders must provide advance notice if
they plan to nominate directors at the meeting. We also have a shareholder
rights plan that could significantly discourage, delay or prevent a merger or
acquisition. The rights become exercisable if a person or group acquires or
makes a tender offer for 15% or more of our beneficial ownership. We also have
agreements with certain officers that would provide them with certain protection
upon any change of control. In addition, as a Virginia corporation, we would
also be subject to the Virginia anti-takeover statute contained in Article 14
and Article 14.1 of the Virginia Stock Corporation Act.


Risks Relating to the Communications Industry

     Rapid and significant technological changes in the communications industry
may adversely affect us.

     We face rapid and significant changes in technology, and we rely on third
parties for the development of and access to new technology. New technologies
may be protected by patents or other intellectual property laws and therefore
may not be available to us. We employ code division multiple access, known as
CDMA, which is a relatively new technology. CDMA may not provide the advantages
expected by us. If another technology becomes the preferred industry standard,
we may be at a competitive disadvantage and competitive pressures may require us
to change our digital technology which, in turn, may require us to incur
substantial costs. We may not be able to respond to such pressures and implement
new technology on a timely basis, or at an acceptable cost.

     In particular, the wireless communications and Internet industries are
experiencing significant technological change, including:

     .  an increasing pace in digital upgrades of existing analog wireless
        systems;

     .  evolving industry standards;

     .  the allocation of new radio frequency spectrum in which to license and
        operate advanced wireless services;

     .  ongoing improvements in the capacity and quality of digital technology;

     .  shorter development cycles for new products and enhancements; and

     .  changes in end-user requirements and preferences.

     We cannot predict the effect of technological changes on our business. We
believe our future success will depend, in part, on our ability to anticipate or
adapt to such changes and to offer, on a timely basis, services that meet
customer demands. We cannot assure you that we will obtain access to new
technology on a timely basis or on satisfactory terms. Our failure to obtain
access to this new technology could have a material adverse effect on our
business, prospects, operating results and ability to service our debt.

     We are subject to a complex and uncertain regulatory environment that may
require us to alter our business plans and increase our competition.

     The U.S. communications industry is subject to federal, state and other
regulation that is continually evolving. As new communications laws and
regulations are issued, we may be required to

                                       17
<PAGE>

modify our business plans or operations. We cannot assure you that we can do so
in a cost-effective manner. Federal and state regulatory trends in favor of
reduced regulation have had, and are likely to have, both positive and negative
effects on us and our ability to compete. The regulatory environment governing
ILEC operations has been and will likely continue to be very liberal in its
approach to promoting competition and network access. Although no CLECs have
entered our ILEC markets, it is possible that one or more may enter our market
to compete for our largest business customers. Federal or state regulatory
changes and any resulting increase in competition may have a material adverse
effect on our businesses. Further, we cannot assure you that federal, state or
local governments will not enact regulations or take other actions that might
have a material adverse effect on our business. These changes could materially
and adversely affect our business prospects, operating results or our ability to
service our debt, including the notes.

     The possible health effects of radio frequency emission may adversely
affect the demand for wireless telephone services.

     Media reports have suggested that certain radio frequency emissions from
portable wireless telephones may be linked to various health concerns, including
cancer, and may interfere with heart pacemakers and other medical devices.
Concerns over radio frequency emissions and interference may have the effect of
discouraging the use of wireless telephones, which could have an adverse effect
upon our business. In recent years, the FCC has updated the guidelines and
methods it uses for evaluating radio frequency emissions from radio equipment,
including portable wireless telephones. In addition, interest groups have
requested that the FCC investigate claims that digital technologies pose health
concerns and cause interference with hearing aids and other medical devices.

     The risks associated with using wireless telephones while driving may lead
to increased legislation or liability for accidents, which may have an adverse
impact on our operations.

     There may be safety risks associated with the use of portable wireless
phones while driving. Concerns over these putative safety risks and the effect
of any legislation that may be adopted in response to these risks could limit
our ability to market and sell our wireless service. Furthermore, its possible
that government authorities will increase regulations of wireless telephones
resulting from these concerns or that wireless telephone companies may be liable
for costs or damages associated with these concerns. If new legislation limits
our ability to market and sell wireless service or results in decreased demand
for our services, or we are held liable for automobile accidents that occur
while a driver is using a wireless phone, our operations and financial condition
may be adversely impacted.

Market Risks

     There is no guarantee a public market for the warrants will develop.

     There is currently no public market for the warrants.  We cannot guarantee
that a liquid market for the warrants will develop.  If an active market does
not develop, the market price and liquidity of the warrants may be adversely
affected.  Historically, the market for warrants such as those offered in
connection with this prospectus has been subject to disruptions that have caused
substantial volatility in the prices of similar securities.  We cannot guarantee
that, if a market for the warrants does develop, this market would not be
subject to similar disruptions.  Any disruption may have an adverse effect on
the value of the warrants.

     The market price of our common stock has been volatile in the past and it
may continue to be volatile.

                                       18
<PAGE>

     The market price of our common stock has been volatile in the past and it
may continue to be volatile and may fluctuate due to factors such as:

     .  actual or anticipated fluctuations in quarterly and annual results;

     .  announcements of technological innovations;

     .  introduction of new services;

     .  mergers and strategic alliances in the communications industry; and

     .  changes in government regulation.

     Any of these events may cause the market price of our common stock to fall.
In addition, the stock market in general and the market prices for
communications companies in particular have experienced significant volatility
that often has been unrelated to the operating performance of these companies.
These broad market and industry fluctuations may adversely affect the market
price of our common stock, regardless of our operating performance.


                      DESCRIPTION OF NTELOS CAPITAL STOCK

     The following description of the material characteristics of our
capital stock is intended as a summary only and is qualified in all respects by
reference to our articles of incorporation, our bylaws and applicable Virginia
law.  Each of our articles of incorporation and bylaws are incorporated herein
by reference.

General

     Our authorized equity capitalization is 76,000,000 shares of stock,
consisting of 1,000,000 shares of preferred stock, no par value per share, and
75,000,000 shares of common stock, no par value per share.  Neither the holders
of the common stock nor of the preferred stock, currently outstanding or
hereafter authorized, will be entitled to any preemptive or other subscription
rights.

Common Stock

     As of March 13, 2001, there were 16,852,922 shares of our common stock
outstanding held by approximately 3,508 holders of record.  Also, as of March
13, 2001, we had reserved for issuance 8,538,000 shares of our common stock as
follows: 800,000 shares reserved for issuance upon exercise of warrants other
than those offered by this prospectus; 975,000 shares of common stock reserved
for issuance upon the exercise of options or awards granted or available for
grant to employees, officers, directors and consultants under NTELOS equity
incentive plans; approximately 5,979,000 shares of common stock reserved for
issuance under our outstanding convertible preferred stock; and 504,000 shares
issuable upon exercise of the warrants offered under this prospectus.

     Holders of common stock are entitled to receive dividends when, as and
if declared by the board, out of funds legally available therefor.  The terms of
our outstanding indebtedness restrict our ability to declare or pay dividends.
Dividends on outstanding shares of our preferred stock are required to be paid
in full before payment of any dividends on our common stock.  Upon our
liquidation, dissolution or winding up, holders of common stock are entitled to
share ratably in assets available for distribution after

                                       19
<PAGE>

payment of all debts and other liabilities and subject to the prior rights of
any holders of outstanding preferred stock.

     The holders of our common stock are entitled to one vote for each
share on all matters voted on by stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the common stock entitled to vote
in any election of directors may elect all of the directors standing for
election, subject to the voting rights, if any, of each series of our preferred
stock that is outstanding.  Our articles of incorporation and bylaws contain no
restrictions on the repurchase or redemption of the common stock.  All the
outstanding shares of common stock are fully paid, legally issued and
nonassessable.

Preferred Stock

     As of March 13, 2001, there were 250,000 shares of our preferred stock
outstanding, held by approximately 20 holders of record.  Of the 250,000 shares
of our preferred stock, 112,500 shares of series B preferred stock are issued
and outstanding and 137,500 shares of series C preferred stock are issued and
outstanding.  Additionally, 100,000 shares of series A junior preferred stock
have been authorized and reserved for issuance in connection with the preferred
shares purchase rights described below.

     We have entered into a shareholders agreement with the holders of our
series B preferred stock and series C preferred stock, dated as of July 11, 2000
and amended and restated as of October 23, 2000.  The shareholders agreement
defines certain rights with respect to our preferred stock, as described below.

     Our issued and outstanding preferred shares rank prior to the common
stock as to dividends and as to distributions in the event of our liquidation,
dissolution or winding up. The ability of the board to issue preferred stock,
while providing flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, adversely affect the voting
powers of holders of our common stock and, under various circumstances, may
discourage an attempt by others to gain control of NTELOS.

     Series B Preferred Stock

     As of March 13, 2001, there were 112,500 outstanding shares of our
series B preferred stock.

     Stated Value. The series B preferred stock has a stated value of
$1,000 per share.

     Dividend Rights. Upon declaration by our board of directors, each
holder of series B preferred stock is entitled to receive, in respect of each
dividend period, cumulative dividends out of funds legally available for the
payment of dividends. Dividends on the series B preferred stock accrue at the
annual rate of 8.5% per annum of the stated value per share. If dividends are
not paid in cash, they will be added to the stated value of the series B
preferred stock semi-annually.

     Conversion Rights. Each holder of series B preferred stock has the
right, at any time and at the holder's option, to convert any or all outstanding
shares of series B preferred stock into shares of our common stock at a
conversion rate equal to its stated value plus any accrued dividends divided by
$41.00.  The conversion rate is subject to adjustment under the terms of the
series B preferred stock anti-dilution protections as described in the following
paragraph.

     Anti-Dilution Protection. The series B preferred stock has standard
weighted average anti-dilution protection, which reduces the conversion price on
a weighted average basis for issuances of our common stock below the then
effective conversion price.

                                       20
<PAGE>

     Rank. The series B preferred stock ranks equally with our series C
preferred stock and prior to the common shares and any of our other equity
securities.

     Voting Rights. The holders of series B preferred stock are entitled to
vote with the holders of the common stock on an as-converted basis. Under the
terms of the shareholders agreement, WCAS has agreed with us not to vote shares
representing more than 14.9% of the votes entitled to be cast by all holders of
voting securities until such time as Federal Communications Commission
regulations would permit full voting rights.  WCAS has granted Morgan Stanley a
proxy to cast WCAS' votes in excess of 14.9%; provided, however, Morgan Stanley
may not cast an aggregate number of votes that exceeds 9.9% of the votes
entitled to be cast by all holders of our stock on a particular matter.  Shares
owned by WCAS that represent more than 14.9% of the votes entitled to be cast
that are not voted by Morgan Stanley pursuant to this proxy, will be voted
proportionally with the shares held by our common shareholders.

     Board Representation. For so long as at least 45,000 shares of series
B preferred stock are held by WCAS and Morgan Stanley, then the majority of the
outstanding shares of series B preferred stock held by WCAS and Morgan Stanley
are entitled to elect in the aggregate two of our directors.  WCAS has agreed
with us to elect only one director until such time as Federal Communication
Commission regulations would permit WCAS to control the election of more than
14.9% of our directors.  For so long as the holders of series B preferred stock
are entitled to nominate at least one member to our board, at least one director
so elected will be appointed to each committee of the board.  As long as the
holders of series B preferred stock are entitled to nominate members to our
board, unless the holders otherwise agree, the board shall be no larger than 11
directors.

     Liquidation Preference. Each share of series B preferred stock has a
liquidation preference equal to the greater of its stated value plus all accrued
dividends, whether or not these dividends are earned or declared, or the amount
that would have been payable with respect to the number of shares of common
stock into which a share of series B preferred stock was convertible immediately
before such date.

     Put/Conversion Rights. Holders of a majority of series B preferred
stock may require us to purchase all outstanding shares of series B preferred
stock at a price per share equal to the stated value of the series B preferred
stock as of the purchase date plus all dividends accrued to such date at any
time on or after October 26, 2010.

     Change of Control. Upon a change of control, each holder of series B
preferred stock may require us to convert its series B shares into cash, our
common stock or a combination of cash and our common stock.

     Veto Rights. For so long as the series B preferred stock remains
outstanding:

     .  consent of all holders of the series B preferred stock is required for
        any action that alters or changes the rights, preferences or privileges
        of the series B preferred stock; and

     .  consent of the holders of at least a majority of the series B preferred
        stock is required for any action that:

        .  increases or decreases the authorized number of series B preferred
           stock;

        .  amends or waives any provision of our Articles of Incorporation or
           bylaws that adversely affects the series B preferred stock;

        .  authorizes the issuance of any additional shares of series B
           preferred stock or of any equity security that is equal with or with
           a priority or preference to the series B preferred stock; or

                                       21
<PAGE>

        .  redeems or repurchases for cash any of our common stock or other
           subordinate capital stock.

     Series C Preferred Stock

     As of March 13, 2001, there were 137,500 outstanding shares of our
series C preferred stock.

     Stated Value. The series C preferred stock has a stated value of
$1,000 per share.

     Dividend Rights. Upon declaration by our board of directors, each
holder of series C preferred stock is entitled to receive, in respect of each
dividend period, cumulative dividends out of funds legally available for the
payment of dividends. Dividends on the series C preferred stock accrue at the
annual rate of 5.5% of its stated value. If dividends are not paid in cash, they
will be added to the stated value of the series C preferred stock semi-annually.

     Conversion Rights. Each holder of series C preferred stock has the
right, at any time and at such holder's option, to convert any or all
outstanding shares of series C preferred stock into shares of our common stock
at a conversion rate equal to its stated value plus any accrued dividends
divided by $45.00.  The conversion rate is subject to adjustment under the terms
of the series C preferred stock anti-dilution protections as described in the
following paragraph.

     Anti-Dilution Protection. The series C preferred stock has standard
weighted average anti-dilution protection, which reduces the conversion price on
a weighted average basis for issuances of our common stock below the then
effective conversion price.

     Rank. The series C preferred stock ranks equally with our series B
preferred stock and prior to the common shares and any of our other equity
securities.

     Voting Rights. The holders of series C preferred stock are entitled to
vote with the holders of our common stock on an as-converted basis. Under the
terms of the shareholders agreement, WCAS has agreed with us not to vote shares
representing more than 14.9% of the votes entitled to be cast by all holders of
voting securities until such time as Federal Communications Commission
regulations would permit full voting rights.  WCAS has granted Morgan Stanley a
proxy to cast WCAS' votes in excess of 14.9%; provided, however, Morgan Stanley
may not cast an aggregate number of votes that exceeds 9.9% of the votes
entitled to be cast by all holders of our stock on a particular matter.  Shares
owned by WCAS that represent more than 14.9% of the votes entitled to be cast
that are not voted by Morgan Stanley pursuant to this proxy, will be voted
proportionally with the shares held by our common shareholders.

     Liquidation Preference. Each share of series C preferred stock has a
liquidation preference equal to the greater of its stated value plus all accrued
dividends, whether or not the dividends are earned or declared, or the amount
that would have been payable with respect to the number of shares of common
stock into which a share of series C preferred stock was convertible immediately
before such date.

     Put/Conversion Rights. Holders of a majority of series C preferred
stock may require us to purchase all outstanding shares of series C preferred
stock at a price per share equal to the stated value of the series C preferred
stock as of the purchase date plus all dividends accrued to such date at any
time on or after October 26, 2010.

     Change of Control. Upon a change of control, each holder of series C
preferred stock may require us to convert its shares into cash, our common stock
or a combination of cash and our common stock.

                                       22
<PAGE>

     Veto Rights. For so long as the series C preferred stock remains
outstanding:

     .  consent of all holders of the series C preferred stock is required for
        any action that alters or changes the rights, preferences or privileges
        of the series C preferred stock; and

     .  consent of the holders of at least a majority of the series C preferred
        stock is required for any action that:

        .  increases or decreases the authorized number of series C preferred
           stock;

        .  amends or waives any provision of our Articles of Incorporation or
           bylaws that adversely affects the series C preferred stock;

        .  authorizes the issuance of any additional shares of series C
           preferred stock or of any equity security that is equal with or with
           a priority or preference to the series C preferred stock; or

        .  redeems or repurchases for cash any of our common stock or other
           subordinate capital stock.

     Preferred Share Purchase Rights

     In February 2000, we distributed as a dividend one preferred share
purchase right, referred to in this particular section as a right, for each
outstanding share of common stock. Each right entitles its holder to buy one
one-thousandth of a share of NTELOS' series A junior preferred stock at an
exercise price of $162.00, subject to adjustment. The rights will become
exercisable only if a person or group acquires or announces a tender offer for
15% or more of the outstanding shares of our common stock. When exercisable, we
may issue a share of common stock in exchange for each right other than those
held by such person or group. If a person or group acquires 15% or more of our
outstanding common stock, each right will entitle the holder, other than the
acquiring person, upon payment of the exercise price, to acquire series A junior
preferred stock or, at our option, common stock, having a value equal to twice
the right's exercise price. If we are acquired in a merger or other business
combination or if 50% of our assets or earnings power is sold or transferred,
each right will entitle the holder, other than the acquiring person, to purchase
common stock of the surviving company having a market value equal to twice the
exercise price of the right. The rights will expire on February 26, 2010, and
may be redeemed by us at any time before the tenth day after an announcement
that a 15% position has been acquired, unless this time period has been extended
by our board of directors.

     Until a person or group acquires or announces a tender offer for 15%
or more of the common stock:

     .  the rights will be evidenced by the common stock certificates and will
        be transferred with and only with such common stock certificates;

     .  any common stock certificates issued will contain a notation
        incorporating the rights agreement by reference; and

     .  the surrender for transfer of any certificate for common stock
        outstanding will also constitute the transfer of the rights associated
        with the common stock represented by such certificates.

     Rights may not be transferred, directly or indirectly, to any person or
group that has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding shares of common stock, or to any affiliate or
associate of any such person (including subsequent transferees). Any right that
is the subject of a purported transfer to any such person will be null and void.

                                       23
<PAGE>

     This description of the terms of the rights does not purport to be complete
and is qualified in its entirety by reference to the terms of the rights
agreement, dated as of February 26, 2000, between NTELOS and Registrar and
Transfer Company, as rights agent, as amended by Amendment No. 1, dated July 11,
2000. The rights agreement is incorporated herein by reference. See "Where To
Find More Information" on page 3.

     The rights may have various anti-takeover effects. The rights will cause
substantial dilution to a person or group that acquires 15% or more of the
outstanding shares of our common stock if various events thereafter occur
without the rights having been redeemed. However, the rights should not
interfere with any merger or other business combination approved by our board
and shareholders because the rights are redeemable under various circumstances.

     Additionally, under Amendment No. 1 to the rights agreement, neither WCAS
nor any person to whom WCAS is permitted to transfer our common stock is deemed
an acquiring person as long as it complies with the standstill provisions of the
shareholders' agreement and beneficially owns only that capital stock provided
for in:

     .  the terms of the series B preferred stock;

     .  the terms of the series C preferred stock;

     .  the warrants issued to WCAS; and

     .  any other of our equity securities that could be acquired from us by
        WCAS or a WCAS permitted transferee in connection with WCAS' commitment
        to provide debt financing to NTELOS.

Provisions of NTELOS' Articles of Incorporation and Bylaws

          Our articles of incorporation and bylaws contain provisions which may
have the effect of delaying or preventing a change in control of NTELOS.  Our
articles of incorporation and bylaws provide:

     .  for division of the board of directors into three classes, with one
        class elected each year to serve a three-year term;

     .  that directors may be removed only upon the affirmative vote of the
        holders of at least 66 2/3% of the outstanding shares entitled to vote;

     .  that a vacancy on the board shall be filled by the remaining directors;
        and

     .  that the affirmative vote of the holders of at least 66 2/3% of the
        outstanding shares entitled to vote is required to alter, amend or
        repeal the foregoing provisions.

     Our articles of incorporation and bylaws also provide that, subject to the
rights of holders of any series of preferred stock, special meetings of
shareholders may be called only by the Chairman of the board, the President or a
majority of the total number of directors which the board would have if there
were no vacancies, and may not be called by the shareholders. The business
permitted to be conducted at any special meeting of shareholders is limited to
the business brought before the meeting by or at the direction of the board.

                                       24
<PAGE>

Virginia Stock Corporation Act

     The Virginia Stock Corporation Act contains provisions governing
"affiliated transactions" and "control share acquisitions." These provisions
only apply to corporations with 300 or more shareholders. These provisions, with
several exceptions discussed below, require approval of material acquisition
transactions between a Virginia corporation and an interested shareholder, which
is any holder of more than 10% of any class of its outstanding voting shares, by
the holders of at least two-thirds of the remaining voting shares.  Affiliated
transactions subject to this approval requirement include mergers, share
exchanges, material dispositions of corporate assets not in the ordinary course
of business, any dissolution of the corporation  proposed by or on behalf of an
interested shareholder, or any reclassification, including reverse stock split,
recapitalization or merger of the corporation with its subsidiaries that
increases the percentage of voting shares owned beneficially by an interested
shareholder by more than 5%.

     For three years following the time that an interested shareholder
becomes an owner of 10% of the outstanding voting shares, a Virginia corporation
cannot engage in an affiliated transaction with such interested shareholder
without approval of two-thirds of the voting shares other than those shares
beneficially owned by the interested shareholder, and majority approval of the
"disinterested directors." A disinterested director means, with respect to a
particular interested shareholder, a member of the corporation's board of
directors who was (i) a member on the date on which an interested shareholder
became an interested shareholder and (ii) recommended for election by, or was
elected to fill a vacancy and received the affirmative vote of, a majority of
the disinterested directors then on the board. After the expiration of the
three-year period, the statute requires approval of the affiliated transactions
by two-thirds of the voting shares other than those beneficially owned by the
interested shareholder.

     The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require either
that the transaction be approved by a majority of the corporation's
disinterested directors or that the transaction satisfy the fair-price
requirements of the statute. In general, the fair-price requirement provides
that in a two-step acquisition transaction, the interested shareholder must pay
the shareholders in the second step either the same amount of cash or the same
amount and type of consideration paid to acquire the Virginia corporation's
shares in the first step.

     None of these limitations and special voting requirements applies to a
transaction with an interested shareholder whose acquisition of shares making
such person an interested shareholder was approved by a majority of the Virginia
corporation's disinterested directors.

     These provisions were designed to deter various takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any interested
shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the affiliated transactions provisions
shall not apply to the corporation. NTELOS has not opted out of the affiliated
transactions provisions.

     Virginia law also provides that shares acquired in a transaction that
would cause the acquiring person's voting strength to meet or exceed any of
three thresholds (20%, 33 1/3% or 50%) have no voting rights unless granted by a
majority vote of shares not owned by the acquiring person or any officer or
employee-director of the Virginia corporation. This provision empowers an
acquiring person to require the Virginia corporation to hold a special meeting
of shareholders to consider the matter within 50 days of its request.

                          DESCRIPTION OF THE WARRANTS

                                       25
<PAGE>

     The warrants were issued pursuant to a placement agreement dated as of
July 21, 2000, between NTELOS Inc. and Morgan Stanley & Co. Incorporated, First
Union Securities, Inc. and SunTrust Equitable Securities Corporation and a
warrant agreement dated July 26, 2000 between NTELOS Inc. and The Bank of New
York, as warrant agent, in connection with our 13.0% senior notes due in 2010.
The placement agreement and the warrant agreement are exhibits to this
registration statement and are incorporated herein by reference.  The following
summary of certain provisions of the warrant agreement is not complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of the warrant agreement.

     In the description that follows, we summarize particular provisions of
the warrant agreement.  This summary does not restate the warrant agreement and
excludes certain definitions and other information contained in the warrant
agreement. While we believe this summary contains all the information about the
warrant agreement that is important to your decision to purchase the  warrants,
it does not include all of the provisions of the warrant agreement that you may
feel are important.  It is the warrant agreement, and not this summary, that
defines your rights as a warrant holder.

General

     Each warrant, when exercised, initially will entitle the warrant holder to
purchase 1.8 shares of our common stock at an exercise price per share of
$47.58. The warrants will initially entitle the warrant holders to purchase an
aggregate of 504,000 fully paid and non-assessable shares of our common stock.
The exercise price and the number of shares of common stock issuable upon
exercise of a warrant are both subject to adjustment in certain circumstances
described below.

     The warrants may be exercised on any business day between July 26, 2001 and
5:00 p.m., New York time, on August 15, 2010. Any warrant not exercised before
the close of business on August 15, 2010 will become void, and all rights of the
holders under the warrants and the warrant agreement will cease.

     Any warrant may be transferred or endorsed to another party, in whole or in
part, by giving written notice to the warrant agent. All warrant certificates
will be numbered and registered in a warrant register as they are issued. We are
entitled to treat the registered holder of any warrant on the warrant register
as the owner in fact of such warrant for all purposes and will not be bound to
recognize any other claim to or interest in such warrant on the part of any
other person or entity.

     Certificates for warrants will be issued in fully registered form only. No
service charge will be made for registration of transfer or exchange upon
surrender of any warrant at the office of our warrant agent. However, we may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of warrants.

Certain Definitions

The warrant agreement contains, among others, the following definitions:

     "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with the specified Person.  For the purposes of this definition,
"control" with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                                       26
<PAGE>

     "Current Market Value" for any security purchased pursuant to the
exercise of a warrant means the average daily closing sales price  for the
security for the 20 consecutive trading days immediately preceding such date or,
if the stock has been registered for less than 20 trading days, then the average
of the daily closing sales prices for all of the trading days before such date.

     "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company trust,
unincorporated organization, government or any agency thereof.

     "Warrant Certificate" means the registered certificates issued by us
under the warrant agreement representing the warrants.

Exercise of Warrants

     In order to exercise all or any of the warrants, the holder is
required to deliver the warrant certificate, the executed subscription form
found on the reverse of the warrant certificate, and the exercise price to the
warrant agent.  Payment of the exercise price may be made:

        (1)  in cash;
        (2)  by certified check or bank draft payable to NTELOS Inc.; or
        (3)  by wire transfer of immediately available funds to an account
             designated by NTELOS.

     Upon surrender of the warrant certificate and payment of the exercise
price, we will, as soon as practicable but not later than 14 business days,
cause the name of the person entitled to receive the common stock to be placed
in our register of shareholders.  Thereafter, we will cause to be issued and
delivered a certificate or certificates for the number of full shares of common
stock purchased.  The stock certificates will be deemed to have been issued and
any person designated therein shall be deemed to have become a holder of such
shares as of the date of the surrender of the warrant certificate; provided,
however, that in the case of transferring the shares or voting in a general
shareholders' meeting, such holder will be deemed to be the holder of the shares
only when the shares are entered in the register of shareholders in the name of
such holder.

     We are not required to issue fractional shares of common stock on the
exercise of warrants.  If any fraction of a share of common stock would, except
for the foregoing sentence, be issuable on the exercise of any warrant, we will
pay to the holder an amount in cash equal to the current market value per share
of common stock multiplied by such fraction, to the nearest whole cent.  If
fewer than all of the warrants represented by the warrant certificate are
exercised, a new warrant certificate will be issued for the remaining amount of
warrants.

No Rights As Stockholders

     Holders of unexercised warrants are not entitled, as such, to any
rights of a shareholder, including the right to receive dividends or other
distributions, to vote on matters submitted to our stockholders, receive notice
of any meeting of the stockholders, consent to any action of the stockholders or
receive notice of any other stockholders proceedings.

Adjustments

     The exercise price payable and the number of shares of common stock
purchasable upon the exercise of a warrant may be adjusted upon the occurrence
of certain events, including the:

     .  payment of a dividend in stock or the division, combination or
        reclassification of shares;

                                       27
<PAGE>

     .  issuance of rights, options, warrants or convertible or exchangeable
        securities;

     .  issuance or sale of shares of common stock below the then current market
        value per share;

     .  distribution of debt, assets, subscription rights or convertible
        securities; or

     .  expiration of rights, options, warrants or conversion or exchange
        privileges that previously resulted in an adjustment of the exercise
        price or number of shares purchasable upon the exercise of a warrant.

     In addition, our board of directors, in its sole discretion, may, at
any time, decrease the exercise price of the warrants and/or increase the number
of shares issuable upon the exercise of the warrants.  No adjustment in the
exercise price or in the number of shares of common stock (or other securities)
issuable upon exercise of a warrant will be required unless the adjustment would
result in an increase or decrease of at least 1% in the exercise price or number
of shares issuable upon exercise of a warrant; provided, however, that any
adjustment that is not made as a result of the foregoing will be carried forward
and taken into account in any subsequent adjustment.

     In the event of a distribution to the holders of our common stock
which results in an adjustment to the number of shares of common stock (or other
securities) or other consideration for which a warrant may be exercised, the
warrant holders may, in certain circumstances, be deemed to have received a
distribution subject to the United States federal income tax as a dividend.  See
"Material U.S. Federal Tax Considerations" below.

Mergers, Consolidations, etc.

If we consolidate, merge or sell all or substantially all of our assets to
another person, each warrant will thereafter be exercisable for the right to
receive the kind and amount of shares of stock or other securities or property
to which the holder would have been entitled as a result of such consolidation,
merger or sale had the warrants been exercised immediately prior thereto.
However, if:

     .  we consolidate, merge or sell all or substantially all of our assets to
        another person, not an affiliate, and the consideration payable to the
        holders of common stock in exchange for their shares is payable solely
        in cash; or

     .  we dissolve, liquidate or wind-up,

then the warrant holders will be entitled to receive distributions on an equal
basis with the holders of common stock or other securities issuable upon
exercise of the warrants, as if the warrants had been exercised immediately
before such event, less the exercise price.  Upon receipt of such payment, if
any, the warrants will expire and the rights thereunder will cease.  In the case
of any such consolidation, merger or sale of assets, the surviving or acquiring
person and, if we dissolve, liquidate or wind-up, we must deposit promptly with
the warrant agent the funds, if any, required to pay the warrant holders.  After
the funds and the surrendered warrant certificates are received, the warrant
agent is required to deliver a check in the appropriate amount (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
any persons as the warrant agent may be directed by the warrant holders in
writing.

Amendments

     NTELOS and the warrant agent, without the consent of warrant holders,
may amend or supplement the warrant agreement for certain purposes, including
curing any defects, ambiguities or inconsistencies or making changes that do not
have a material adverse effect on the warrant holders.  Other changes and
amendments to the warrant agreement may be effected with the written consent of
the holders of a majority of the then outstanding warrants.  The consent of each
warrant holder affected is required for any amendment pursuant to which the
exercise price would be increased or the number of shares of

                                       28
<PAGE>

common stock or other securities issuable upon exercise of a warrant would be
decreased, other than pursuant to adjustments provided for in the warrant
agreement.

Reservation of Common Stock

     For so long as any warrants remain outstanding, we will reserve a
sufficient number of authorized and unissued shares to provide for the exercise
of the warrants. The shares of common stock, when issued and paid for in
accordance with the warrant agreement, will be duly and validly issued, fully
paid and nonassessable, free of preemptive rights and free from all taxes,
liens, charges and security interests created by or through us.


Reports

     For so long as any warrants remain outstanding, we will file with the
Securities and Exchange Commission all information required to be filed with the
Securities and Exchange Commission by Section 13(a) or 15(d) under the Exchange
Act.

Registration Rights

     Pursuant to the warrant agreement and the related warrant registration
rights agreement, we have filed a registration statement, of which this
prospectus forms a part, covering the resale of the warrants. We have agreed to
use our best efforts to cause the registration statement to be declared
effective, subject to certain exceptions, on or before July 26, 2001.

     We will use our best efforts to maintain the effectiveness of the
registration statement until all of the warrants have been resold, but no later
than August 15, 2011. During any consecutive 365-day period while the warrants
are exercisable, we will have the ability to suspend the availability,
effectiveness or use of the registration statement for up to two 30-consecutive-
day periods, except during the 30 days immediately prior to the expiration date,
if our board of directors determines in good faith that there is a valid purpose
for such suspension and provides notice of such determination to the warrant
holders at their addresses appearing in the warrant register.

     In the event that this registration statement is not declared effective on
or before July 26, 2001, we will be required to pay $.05 per warrant per week to
each warrant holder until the registration statement is declared effective.


                     MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
PARTICULAR TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF WARRANTS AND
COMMON STOCK THAT MAY BE SPECIFIC TO THEM, INCLUDING THE TAX CONSEQUENCES
ARISING UNDER ANY FEDERAL, STATE, LOCAL OR FOREIGN LAWS.

     The following discussion summarizes material U.S. federal income tax
consequences that may be relevant to the ownership and disposition of warrants
and common stock held as capital assets within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"). This summary does
not address consequences that apply to persons subject to special rules, such as
dealers in securities, financial institutions, insurance companies, tax-exempt
organizations, real estate investment trusts, regulated investment companies,
holders whose "functional currency" is not the U.S. dollar, and holders

                                       29
<PAGE>

who engage in straddle or "hedging" transactions. The following discussion is
based on existing law, which is subject to change at any time, possibly with
retroactive effect.

     In this discussion, the term "U.S. holder" means a beneficial owner of
a security that for United States federal income tax purposes is (1) a citizen
or resident of the United States, (2) a corporation, partnership or other entity
created or organized under the laws of the United States or any political
subdivision thereof, (3) an estate or trust described in Section 7701(a)(30) of
the Code or (4) a person whose worldwide income or gain is otherwise subject to
U.S. federal income taxation on a net income basis.  The term "non-U.S. holder"
means a holder who is not a U.S. holder.


U.S. Holders

     Disposition of Warrants. A U.S. holder will recognize gain or loss upon the
sale, lapse or other taxable disposition of a warrant. The amount of gain or
loss will equal the difference between the amount realized by the U.S. holder
and the U.S. holder's tax basis in the warrant. A U.S. holder's tax basis in a
warrant will generally equal the cost. The cost of a warrant acquired upon
issuance as part of a unit that included 13% senior notes is the portion of the
unit's cost allocated to the warrant. The gain or loss recognized will be
capital gain or loss if the common stock to which the warrant relates would be a
capital asset in the hands of the holder. Capital gain or loss will be long term
if the holding period for the warrant exceeds one year at the time of the sale,
lapse or other disposition.

     Exercise of Warrants. The exercise of a warrant will not be a taxable event
for the exercising U.S. holder, except with respect to any cash received in lieu
of a fractional share. The aggregate tax basis in shares of common stock
acquired upon exercise of a warrant, including any fractional share interest,
will equal the sum of holder's tax basis in the exercised warrant plus the
exercise price. The holding period for shares of common stock acquired upon
exercise of a warrant will commence on the day after the date of exercise. If a
holder receives cash in lieu of a fractional share of common stock, the holder
will be treated as though the fractional share had been received and then sold
for the cash. A pro rata portion of the aggregate tax basis for the common stock
is to be allocated to the fractional share to determine the amount of gain or
loss on the deemed sale of the fractional share.

     Adjustments to Warrants. An adjustment to the exercise price or to the
number of shares of common stock purchasable upon exercise of a warrant
generally will not be a taxable event. However, an adjustment may in certain
circumstances (such as an adjustment made because of a taxable distribution on
common stock) result in a constructive distribution that could be taxable as a
dividend to holders of warrants under Section 305 of the Code. In that event, a
holder's tax basis in warrants would be increased by the amount of the holder's
dividend resulting from the adjustment.

     Dividends Paid on Common Stock. The amount of any distribution paid on a
U.S. holder's common stock will be taxable as ordinary dividend income to the
extent the distribution is paid from our current or accumulated earnings and
profits as determined for United States federal income tax purposes. Corporate
holders may be entitled to a dividends-received deduction and are urged to
consult their own tax advisors. If a distribution exceeds the earnings and
profits, the excess paid to a U.S. holder will reduce the holder's tax basis in
common stock and, if and to the extent the excess is more than the tax basis,
will be treated as gain from a sale of common stock.

     Disposition of Common Stock. Upon the sale or other taxable disposition of
common stock, a U.S. holder generally will recognize capital gain or loss equal
to the difference between the amount realized on the sale and the holder's tax
basis in the common stock. Gain or loss on the disposition of common stock

                                       30
<PAGE>

will be long-term if, at the time of the disposition, the holding period for the
common stock exceeds one year.

     Information Reporting and Backup Withholding. In general, payments (such as
dividends) made on, and proceeds from the sale of, the warrants and common stock
acquired by the exercise of a warrant held by a noncorporate U.S. holder will be
reportable by the payor to the Internal Revenue Service. Payments made on, and
proceeds from the sale of, the warrants and common stock acquired on the
exercise of a warrant may be subject to a "backup" withholding tax of 31%,
unless the holder provides the payor required information and otherwise complies
with certain certification or exemption requirements. Any amounts withheld as
backup withholding tax will be allowable as a credit against the holder's income
tax liability, or refunded, provided required information is provided to the
Internal Revenue Service.

Non-U.S. Holders

     Exercise of Warrants.  The U.S. federal income tax consequences of the
exercise of a warrant by a non-U.S. holder generally are the same as described
above for a U.S. holder.

     Dividends Paid on Common Stock. Dividends paid to a non-U.S. holder of
common stock generally will be subject to withholding of United States federal
income tax at a 30% rate or, if the non-U.S. holder qualifies under an
applicable income tax treaty, a lower rate specified by treaty. However,
dividends that are effectively connected with the conduct of a trade or business
by the non-U.S. holder within the United States generally are not subject to the
withholding tax, but instead are subject to United Sates federal income tax on a
net income basis at applicable rates, plus (in the case of corporations) a
possible "branch profits tax." A non-U.S. holder must comply with certain
certification and other requirements in order for dividends to be exempt from
withholding as effectively connected income. Under new United States Treasury
regulations, a non-U.S. holder of common stock who wishes to claim the benefit
of an applicable treaty rate (or avoid back-up withholding as discussed below)
must satisfy applicable certification and other requirements. A non-U.S. holder
of common stock eligible for a reduced rate of United States withholding tax may
claim a refund of any excess amounts withheld by filing an appropriate claim for
refund with the Internal Revenue Service.

     Disposition of Warrants or Common Stock. A non-U.S. holder generally will
not be subject to United States federal income tax on gain on a sale or other
disposition of warrants or common stock, unless (i) the gain is effectively
connected with a trade or business of the non-U.S. holder in the United States,
(ii) in the case of a non-U.S. holder who is an individual, the holder is
present in the United States for 183 or more days in the taxable year of the
disposition and certain other conditions are met, or (iii) we are or have been a
"U.S. real property holding corporation" for United States federal income tax
purposes. A non-U.S. holder described in clause (i) generally will be subject to
tax on the gain under regular United States federal income tax rates. If the
gain of a non-U.S. holder that is a foreign corporation falls under clause (i),
it also may be subject to the branch profits tax. An individual non-U.S. holder
described in clause (ii) will be subject to a 30% tax on the gain, which may be
offset by United States source capital losses. We do not believe we are or have
been, and do not expect to become, a "U.S. real property holding corporation,"
although no assurance can be given that we will not.

     Federal Estate Tax.  Common stock or warrants held by an individual
non-U.S. holder at the time of death will be included in the holder's gross
estate for United States federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise.

     Information Reporting and Backup Withholding. Payments made on, and
proceeds from the sale of, warrants or common stock generally will be reportable
by the payor to the Internal Revenue Service. Copies of the information returns
may also be made available to tax authorities in the country where a

                                       31
<PAGE>

non-U.S. holder resides under the provisions of an applicable income tax treaty.
Backup withholding at the rate of 31% may apply to dividends paid to non-U.S.
holders unless applicable certification requirements regarding the holder's
status as a non-U.S. person are met. Payment of the proceeds of a sale by or
through a United States office of a broker, or a foreign office of certain
brokers with U.S. connections, may be subject to backup withholding unless the
beneficial owner certifies under penalties of perjury that it is a non-U.S.
holder or otherwise establishes an exemption. Any amounts withheld under the
backup withholding rules may be allowed as a refund or a credit against the
holder's U.S. federal income tax liability, provided required information is
furnished to the Internal Revenue Service.

The preceding federal tax discussion may not be applicable to a holder,
depending on the holder's particular situation, and therefore each holder should
consult a tax advisor about the tax consequences of ownership and disposition of
any warrants or common stock, including the tax consequences under state, local,
foreign and other tax laws and the possible effects of changes in federal or
other tax law.


                           SELLING SECURITY HOLDERS

     We issued 280,000 warrants to the initial purchasers in connection with the
units offering on July 26, 2000.  We are registering the warrants to permit
public secondary trading of the warrants.

     The following table sets forth, as April 20, 2001, information with respect
to the warrants owned by the selling security holders listed below.  The
following information has been obtained from The Depository Trust Company.

<TABLE>
<CAPTION>
                                          Warrants Beneficially Owned      Warrants To Be       Warrants Beneficially
Name of Selling  Security Holder              before the Offering           Offered (1)       Owned after the Offering
-------------------------------           ---------------------------      --------------     ------------------------
<S>                                       <C>                              <C>                <C>
The Bank of New York                               22,950                       22,950                   -0-
Bankers Trust Company                               3,100                        3,100                   -0-
Boston Safe Deposit and Trust Company                 100                          100                   -0-
Chase Bank of Texas, N.A.                           7,500                        7,500                   -0-
Chase Manhattan Bank                               89,875                       89,875                   -0-
CitiBank, N.A.                                     16,630                       16,630                   -0-
Goldman Sachs International                         2,000                        2,000                   -0-
Investors Bank & Trust Company                         50                           50                   -0-
Morgan Stanley & Co. Incorporated                  63,350                       63,350                   -0-
The Northern Trust Company                            170                          170                   -0-
PNC Bank, National Association                      2,160                        2,160                   -0-
SSB - Trust Custody                                 2,000                        2,000                   -0-
State Street Bank and Trust Company                67,055                       67,055                   -0-
U.S. Bank National Association                         60                           60                   -0-
Wells Fargo Bank Minnesota, N.A.                    3,000                        3,000                   -0-
</TABLE>
______________
     (1) Each warrant may be exercised for 1.8 shares of our common stock at an
exercise price of $47.58 per share.  Under the warrant agreement we are not
required to issue fractional shares of common stock on the exercise of warrants.
If any fraction of a share of common stock would be issuable upon the exercise
of any warrant, we will pay the security holder an amount in cash calculated to
equal the then current market value per share multiplied by the fraction of a
share issuable, to the nearest whole cent. None of the selling security holders
will have the right to receive more than 1% of our outstanding common stock upon
exercise of the warrants.

                                       32
<PAGE>

     Because the selling security holders may offer all or a portion of their
warrants, we cannot estimate the number of warrants that will be held by the
selling security holders upon termination of any such sales.  In addition, the
selling security holders identified above may have sold, transferred or
otherwise disposed of all or a portion of their warrants in transactions exempt
from the registration requirements of the Securities Act in between the date on
which they provided is with the information regarding their warrants and the
date of this prospectus.  See "Plan of Distribution" below.

     Only selling security holders identified above who beneficially own the
securities listed opposite their name on the effective date of the registration
statement, of which this prospectus is a part, may sell those securities under
the registration statement.  Prior to any use of this prospectus by any holder,
not identified above, in connection with an offer of warrants, we will
supplement this prospectus to set forth the name and number of shares
beneficially owned by the selling security holder intending to sell such
warrants, and the number of warrants to be offered.  The prospectus supplement
will also disclose whether any selling security holder selling in connection
with the prospectus supplement has held any position or office with, been
employed by, or otherwise had a material relationship with, us or any of our
affiliates during the three years prior to the date of the prospectus supplement
if such information has not been disclosed in this prospectus.

                               PLAN OF DISTRIBUTION

     We determined the exercise price of the warrants through negotiation
with the initial purchasers of the warrants in connection with the units
offering. We will not receive proceeds from the sale of the warrants, except
that upon the exercise of a warrant we will receive the exercise price.

     The selling security holders may from time to time offer and sell the
warrants. We have registered their warrants for resale to provide the selling
security holders with freely tradable securities. However, registration does not
necessarily mean that the selling security holders will offer and sell any
warrants.

     The warrants may be offered in any manner permitted by law, including
through underwriters, brokers, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
selling security holders and/or the purchasers of the warrants for whom it may
act as an agent.  The selling security holders and any such underwriters,
dealers or agents that participate in the distribution of warrants may be deemed
to be underwriters, and any profit on the sale of warrants by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act.

     At any time a particular offer of warrants is made, if required, a
prospectus supplement will be distributed which will set forth the number and
price of the warrants being offered and the terms of the offering, including the
name or names of any selling security holders and underwriters, dealers or
agents, any discounts, commissions and other items constituting dealers.  The
prospectus supplement and, if necessary, a post-effective amendment to this
registration statement of which this prospectus is a part will be filed with the
Securities and Exchange Commission to reflect the disclosure of additional
information with respect to the distribution of the warrants.

     The warrants may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices.  Such prices will be determined by the
selling security holders or by agreement between the selling security holders
and underwriters or dealers who may receive fees or commissions in connection
therewith.

                                       33
<PAGE>

     Pursuant to a warrant registration rights agreement entered into between us
and the selling security holders on July 26, 2000, we agreed to pay
substantially all of the expenses incident to the registration and offering of
the warrants other than underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of the warrants by the
selling security holders.  Pursuant to the warrant registration rights
agreement, the selling security holders and any underwriter they may utilize
will be indemnified by us against certain civil liabilities under the Securities
Act.


                                  LEGAL MATTERS

     Certain legal matters in connection with the warrants, including the
validity of the warrants, will be passed upon for us by Hunton & Williams,
Atlanta, Georgia.

                                     EXPERTS

     The consolidated financial statements of NTELOS as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31, 2000
incorporated by reference in this prospectus have been audited by McGladrey &
Pullen, LLP, independent auditors, as stated in their reports appearing therein.

     The financial statements of the West Virginia PCS Alliance as of December
31, 2000 and 1999 and for each of three years in the period ended December 31,
2000 incorporated by reference in this prospectus have been audited by McGladrey
& Pullen, LLP, independent auditors, as stated in their reports appearing
therein.

     The financial statements of the Virginia PCS Alliance as of December 31,
1999 and 1998 and for each of three years in the period ended December 31, 1999
incorporated by reference in this prospectus have been audited by McGladrey &
Pullen, LLP, independent auditors, as stated in their reports appearing therein.

     The financial statements of R&B Communications, Inc. as of December 31,
2000 and 1999 and for the years then ended incorporated by reference in this
prospectus have been audited by McGladrey & Pullen, LLP, independent auditors,
as stated in their reports appearing therein.

     The financial statements of PrimeCo Personal Communications, L.P. Richmond
Major Trading Area as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999 incorporated in this prospectus by
reference to the prospectus filed pursuant to Rule 424(b) by NTELOS (formerly
CFW Communications Company) on November 9, 2000 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent auditors,
given on the authority of said firm as experts in auditing and accounting.

                                       34
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Registration and Distribution.

     The following is a reasonable itemized statement of all expenses in
connection with the registration and distribution of the notes, other than
transfer taxes.  No portion of these expenses is to be borne by the selling
security holders:

<TABLE>
<S>                                                                 <C>
Registration Fee...............................................        $    53
Legal Fees and Expenses........................................        $10,000
Accounting Fees and Expenses...................................        $10,000
Miscellaneous..................................................        $ 5,000
                                                                  -----------------
  Total........................................................        $25,053
                                                                  =================
</TABLE>

Item 15.  Indemnification of Directors and Officers.

     The Virginia Stock Corporation Act permits, and the registrant's Bylaws
require, indemnification of the registrant's directors and officers in a variety
of circumstances, which may include indemnification for liabilities under the
Securities Act.

     Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation
Act, a Virginia corporation generally is authorized to indemnify its directors
and officers in civil or criminal actions if they acted in good faith and
believed their conduct to be in the best interests of the corporation and, in
the case of criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's Bylaws require indemnification of
directors and officers with respect to certain liabilities, expenses and other
amounts imposed upon them by reason of having been a director or officer, except
in the case of willful misconduct or a knowing violation of criminal law. In
addition, the registrant carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the Securities Act. The
registrant's Bylaws also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be amended) permits the
limitation or elimination of the liability of directors and officers, no
director or officer of the registrant shall be liable to the registrant or its
shareholders for monetary damages with respect to any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and officers in any
proceeding brought by or in the right of the registrant or brought by or on
behalf of stockholders of the registrant, except for liability resulting from
such person's having engaged in willful misconduct or a knowing violation of the
criminal law or any federal or state securities law, including, without
limitation, any unlawful insider trading or manipulation of the market for any
security. Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia Stock
Corporation Act are hereby incorporated by reference herein.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of NTELOS
pursuant to the foregoing provisions, or otherwise, NTELOS has been advised that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by NTELOS of expenses incurred or paid by a director, officer or
controlling person of NTELOS in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities
<PAGE>

being registered, NTELOS will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

Item 16.  Exhibits.

<TABLE>
<CAPTION>
      Exhibit
       Number                                                 Description
--------------------  -------------------------------------------------------------------------------------------
<C>                   <S>
       1.1            Placement Agreement, dated as of July 21, 2000, by and among Morgan Stanley & Co.
                      Incorporated, First Union Securities, Inc., SunTrust Equitable Securities Corporation and
                      NTELOS Inc. (Incorporated by reference to the Company's Registration Statement on Form
                      S-4, dated as of October 26, 2000.)
       1.2            Warrant Agreement, dated as of July 26, 2000, by and among The Bank of New York and NTELOS
                      Inc. (Incorporated by reference to the Company's Current Report on Form 8-K, dated as of
                      August 4, 2000.)
       4.1            Warrant Certificate (included in Exhibit 1.2).
       4.2            Warrant Registration Rights Agreement, dated as of July 26, 2000, by and among NTELOS Inc.
                      and Morgan Stanley & Co. Incorporated, First Union Securities, Inc.,  and SunTrust
                      Equitable Securities Corporation. (Incorporated by reference to the Company's Registration
                      Statement on Form S-4, dated as of October 26, 2000.)
       4.3            Rights  Agreement,  dated February  26,  2000, between NTELOS Inc. and Registrar and
                      Transfer Company. (Incorporated by reference to the Company's Registration Statement on
                      Form 8-A, dated February 29, 2000).
       4.3.1          Amendment No. 1 to the Rights Agreement, dated July 11, 2000,  between NTELOS Inc. and
                      Registrar and Transfer Company. (Incorporated by reference to the Company's Registration
                      Statement on Form 8-A/A, dated August 10, 2000).
       5.1*           Opinion of Hunton & Williams regarding the legality of the securities being registered.
      23.1*           Consent of Hunton & Williams (included in Exhibit 5.1).
      23.2*           Consent of McGladrey & Pullen LLP
      23.3*           Consent of PricewaterhouseCoopers LLP
      24.1*           Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
_______________

     * Filed herewith.


Item 17.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration:

              (i)   To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
<PAGE>

Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which is registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     (c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in City of Waynesboro, Commonwealth of Virginia, on April 26, 2001.



                              NTELOS Inc.
                              a Virginia corporation
                               (Registrant)


                              By: /s/ James S. Quarforth
                                  ------------------------
                                 James S. Quarforth
                                 Chief Executive Officer
                                 (Principal Executive Officer)
<PAGE>

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.  Each of the
directors and/or officers of NTELOS Inc. whose signature appears below hereby
appoints Michael B. Moneymaker and David M. Carter, and each of them severally,
as his attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below and to file with the Securities and Exchange Commission,
any and all amendments, including post-effective amendments to this registration
statement, making such changes in the registration statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable NTELOS Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
<TABLE>
<CAPTION>

                   Signature                                          Title                            Date
------------------------------------------------  ---------------------------------------------   -------------
<S>                                               <C>                                             <C>
/s/  James S. Quarforth                           Chief Executive Officer and Director            April 26, 2001
------------------------------------------------  (Principal Executive Officer)
James S. Quarforth

/s/  Michael B. Moneymaker                        Chief Financial Officer                         April 26, 2001
------------------------------------------------  (Principal Financial and Accounting Officer)
Michael B. Moneymaker

/s/  J. Allen Layman                              Chairman of the Board and President             April 26, 2001
------------------------------------------------
J. Allen Layman

/s/  Phyllis H. Arnold                            Director                                        April 26, 2001
------------------------------------------------
Phyllis H. Arnold

/s/  Anthony J. de Nicola                         Director                                        April 26, 2001
------------------------------------------------
Anthony J. de Nicola

/s/  William W. Gibbs, V                          Director                                        April 26, 2001
------------------------------------------------
William W. Gibbs, V

/s/  A. William Hamill                            Director                                        April 26, 2001
------------------------------------------------
A. William Hamill

/s/  C. Wilson McNeely, III                       Director                                        April 26, 2001
------------------------------------------------
C. Wilson McNeely, III

/s/  John B. Mitchell, Sr.                        Director                                        April 26, 2001
------------------------------------------------
John B. Mitchell, Sr.

/s/ John N. Neff                                  Director                                        April 26, 2001
------------------------------------------------
John N. Neff

/s/  Carl A. Rosberg                              Director                                        April 26, 2001
------------------------------------------------
Carl A. Rosberg

/s/  John B. Williamson, III                      Director                                        April 26, 2001
------------------------------------------------
John B. Williamson, III

</TABLE>
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit
       Number                                                 Description
--------------------  -------------------------------------------------------------------------------------------
<C>                   <S>
        1.1           Placement Agreement, dated as of July 21, 2000, by and among Morgan Stanley & Co.
                      Incorporated, First Union Securities, Inc., SunTrust Equitable Securities Corporation and
                      NTELOS Inc. (Incorporated by reference to the Company's Registration Statement on Form
                      S-4, dated as of October 26, 2000.)
        1.2           Warrant Agreement, dated as of July 26, 2000, by and among The Bank of New York and NTELOS
                      Inc. (Incorporated by reference to the Company's Current Report on Form 8-K, dated as of
                      August 4, 2000.)
        4.1           Warrant Certificate (included in Exhibit 1.2).
        4.2           Warrant Registration Rights Agreement, dated as of July 26, 2000, by and among NTELOS Inc.
                      and Morgan Stanley & Co. Incorporated, First Union Securities, Inc.,  and SunTrust
                      Equitable Securities Corporation. (Incorporated by reference to the Company's Registration
                      Statement on Form S-4, dated as of October 26, 2000.)
        4.3           Rights  Agreement,  dated February  26,  2000, between NTELOS Inc. and Registrar and
                      Transfer Company. (Incorporated by reference to the Company's Registration Statement on
                      Form 8-A, dated February 29, 2000).
        4.3.1         Amendment No. 1 to the Rights Agreement, dated July 11, 2000,  between NTELOS Inc. and
                      Registrar and Transfer Company. (Incorporated by reference to the Company's Registration
                      Statement on Form 8-A/A, dated August 10, 2000).
        5.1*          Opinion of Hunton & Williams regarding the legality of the securities being registered.
       23.1*          Consent of Hunton & Williams (included in Exhibit 5.1).
       23.2*          Consent of McGladrey & Pullen LLP
       23.3*          Consent of PricewaterhouseCoopers LLP
       24.1*          Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
  _______________
     * Filed herewith.