As filed with the Securities and Exchange Commission on January 25, 2001
                                         Registration Statement No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                                   NTELOS Inc.
             (Exact name of Registrant as specified in its Charter)

           Virginia                                    54-1443350
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                   NTELOS Inc.
                                  P.O. Box 1990
                           Waynesboro, Virginia 22980
           (Address of principal executive office, including zip code)


                                   NTELOS Inc.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                             ----------------------

                               James S. Quarforth
                                   NTELOS Inc.
                                  P.O. Box 1990
                           Waynesboro, Virginia 22980
                                 (703) 946-3500
  (Name, address, including zip code, and telephone number including area code,
                             of agent for service)

                                 With copies to:

                              David M. Carter, Esq.
                                Hunton & Williams
                              Bank of America Plaza
                                   Suite 4100
                           600 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-2216
                                 (404) 888-4000
                              --------------------

<TABLE>
                                           CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    Proposed maximum    Proposed maximum
     Title of securities         Amount to be        offering price         aggregate           Amount of
      to be registered           registered(1)        per share(2)       offering price      registration fee
----------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>               <C>                     <C>
Common Stock, no par value       75,000 shares           $21.78            $1,633,500              $409
================================================================================================================
</TABLE>

(1)       This Registration  Statement covers 75,000 additional shares of common
          stock  issuable  under the  registrant's  Employee Stock Purchase Plan
          (the  "Plan") by virtue of an  amendment  to the Plan  increasing  the
          number of shares issuable under the Plan from 50,000 to 125,000.

(2)       Calculated  pursuant  to Rule 457(c) on the basis of $21.78 per share,
          which was the  average of the high and low prices of the Common  Stock
          as quoted on the Nasdaq National Market on January 22, 2001.

<PAGE>

                           INCORPORATION BY REFERENCE

Pursuant to General  Instruction  E on Form S-8 regarding  the  registration  of
additional  securities,  NTELOS  Inc.  (the  "Company")  is  hereby  registering
additional  shares of Common  Stock in the number set forth on the cover page of
this  Registration  Statement.  Such  shares  are of the  same  class  as  other
securities of the Company for which a previous  registration  statement has been
filed with the Securities and Exchange Commission (the "Commission") relating to
the Plan, and such registration  statement,  as listed below, is incorporated by
reference herein:

Registration  Statement  on Form  S-8  (Registration  No.  333-45593)  filed  on
February 4, 1998.


                             ADDITIONAL INFORMATION

The  Plan  originally  had  25,000  shares  reserved  for  issuance,   of  which
approximately  9,500 shares have not been issued. On December 4, 2000, the Board
of Directors of the Company  approved an  amendment to the Plan  increasing  the
number of shares of Common Stock reserved for issuance under the Plan by 75,000.
Accordingly, as of the date of this Registration Statement, approximately 84,500
shares are available for issuance under the Plan.

All other provisions of the Plan remain, unchanged, in full force and effect.


Item 8.  Exhibits.

      Exhibit No.
      -----------

          5.1       Opinion  of  Hunton &  Williams  as to the  legality  of the
                    securities being registered (filed herewith).

          23.1      Consent of Hunton & Williams  (included in the opinion filed
                    as Exhibit 5.1 to the Registration Statement).

          23.2      Consent of McGladrey & Pullen, LLP (filed herewith).

          23.3      Consent of PriceWaterhouseCoopers LLP (filed herewith).

          23.4      Consent  of  Phibbs,  Burkholder,  Geisert & Huffman  (filed
                    herewith).

          24.1      Power of Attorney (included on signature page).

<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-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Waynesboro,  Commonwealth of Virginia on January 25,
2001.

                                        NTELOS Inc.,
                                        (Registrant)


                                        By: /s/James S. Quarforth
                                            -------------------------------
                                            James S. Quarforth
                                            Chairman of the Board and
                                            Chief 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 James S. Quarforth 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                Chairman of the Board and Chief Executive            January 25, 2001
-----------------------------         Officer(Principal Executive Officer)
James S. Quarforth

 /s/ Michael B. Moneymaker            Senior Vice President, Chief Financial               January 25, 2001
-----------------------------         Officer, Treasurer and Secretary
Michael B. Moneymaker                 (Principal Financial and Accounting Officer)

 /s/ Carl A. Rosberg                  President, Chief Operating Officer and Director      January 25, 2001
-----------------------------
Carl A. Rosberg

 /s/ William W. Gibbs, V              Director                                             January 25, 2001
-----------------------------
William W. Gibbs, V

/s/ A. William Hamill                 Director                                             January 25, 2001
-----------------------------
A. William Hamill

                                      Director
-----------------------------
C. Wilson McNeely, III

/s/ John B. Mitchell                  Director                                             January 25, 2001
-----------------------------
John B. Mitchell

                                      Director
-----------------------------
John N. Neff

                                      Director
-----------------------------
Phyllis H. Arnold

/s/ Anthony J. de Nicola              Director                                             January 25, 2001
-----------------------------
Anthony J. de Nicola
</TABLE>
<PAGE>
                                  EXHIBIT INDEX

      Exhibit No.
      -----------

          5.1       Opinion  of  Hunton &  Williams  as to the  legality  of the
                    securities being registered (filed herewith).

          23.1      Consent of Hunton & Williams  (included in the opinion filed
                    as Exhibit 5.1 to the Registration Statement).

          23.2      Consent of McGladrey & Pullen, LLP (filed herewith).

          23.3      Consent of PriceWaterhouseCoopers LLP (filed herewith).

          23.4      Consent  of  Phibbs,  Burkholder,  Geisert & Huffman  (filed
                    herewith).

          24.1      Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 10221}]
{"company-data": {"conformed-name": "NTELOS INC", "cik": "0000829676", "assigned-sic": "4813", "irs-number": "541443350", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54288", "film-number": "1515050"}, "business-address": {"street1": "401 SPRING LN PO BOX 1990", "street2": "STE 300", "city": "WAYNESBORO", "state": "VA", "zip": "22980", "phone": "7039463500"}, "mail-address": {"street1": "P O BOX 1990", "city": "WAYNESBORO", "state": "VA", "zip": "22980"}, "former-company": {"former-conformed-name": "CFW COMMUNICATIONS CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 25, 2001
                                         Registration Statement No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                                   NTELOS Inc.
             (Exact name of Registrant as specified in its Charter)

           Virginia                                    54-1443350
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                   NTELOS Inc.
                                  P.O. Box 1990
                           Waynesboro, Virginia 22980
           (Address of principal executive office, including zip code)

                                   NTELOS Inc.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                             ----------------------

                               James S. Quarforth
                                   NTELOS Inc.
                                  P.O. Box 1990
                           Waynesboro, Virginia 22980
                                 (703) 946-3500
  (Name, address, including zip code, and telephone number including area code,
                             of agent for service)

                                 With copies to:

                              David M. Carter, Esq.
                                Hunton & Williams
                              Bank of America Plaza
                                   Suite 4100
                           600 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-2216
                                 (404) 888-4000
                              --------------------

                                           CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    Proposed maximum    Proposed maximum
     Title of securities         Amount to be        offering price         aggregate           Amount of
      to be registered           registered(1)        per share(2)       offering price      registration fee
----------------------------------------------------------------------------------------------------------------
Common Stock, no par value       75,000 shares           $21.78            $1,633,500              $409
================================================================================================================
(1)       This Registration  Statement covers 75,000 additional shares of common
          stock  issuable  under the  registrant's  Employee Stock Purchase Plan
          (the  "Plan") by virtue of an  amendment  to the Plan  increasing  the
          number of shares issuable under the Plan from 50,000 to 125,000.

(2)       Calculated  pursuant  to Rule 457(c) on the basis of $21.78 per share,
          which was the  average of the high and low prices of the Common  Stock
          as quoted on the Nasdaq National Market on January 22, 2001.
INCORPORATION BY REFERENCE

Pursuant to General  Instruction  E on Form S-8 regarding  the  registration  of
additional  securities,  NTELOS  Inc.  (the  "Company")  is  hereby  registering
additional  shares of Common  Stock in the number set forth on the cover page of
this  Registration  Statement.  Such  shares  are of the  same  class  as  other
securities of the Company for which a previous  registration  statement has been
filed with the Securities and Exchange Commission (the "Commission") relating to
the Plan, and such registration  statement,  as listed below, is incorporated by
reference herein:

Registration  Statement  on Form  S-8  (Registration  No.  333-45593)  filed  on
February 4, 1998.

                             ADDITIONAL INFORMATION

The  Plan  originally  had  25,000  shares  reserved  for  issuance,   of  which
approximately  9,500 shares have not been issued. On December 4, 2000, the Board
of Directors of the Company  approved an  amendment to the Plan  increasing  the
number of shares of Common Stock reserved for issuance under the Plan by 75,000.
Accordingly, as of the date of this Registration Statement, approximately 84,500
shares are available for issuance under the Plan.

All other provisions of the Plan remain, unchanged, in full force and effect.

Item 8.  Exhibits.

      Exhibit No.
      -----------

          5.1       Opinion  of  Hunton &  Williams  as to the  legality  of the
                    securities being registered (filed herewith).

          23.1      Consent of Hunton & Williams  (included in the opinion filed
                    as Exhibit 5.1 to the Registration Statement).

          23.2      Consent of McGladrey & Pullen, LLP (filed herewith).

          23.3      Consent of PriceWaterhouseCoopers LLP (filed herewith).

          23.4      Consent  of  Phibbs,  Burkholder,  Geisert & Huffman  (filed
                    herewith).

          24.1      Power of Attorney (included on signature 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-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Waynesboro,  Commonwealth of Virginia on January 25,
2001.

                                        NTELOS Inc.,
                                        (Registrant)

                                        By: /s/James S. Quarforth
                                            -------------------------------
                                            James S. Quarforth
                                            Chairman of the Board and
                                            Chief Executive Officer
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 James S. Quarforth 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.
Signature                             Title                                                Date
---------                             -----                                                ----
/s/ James S. Quarforth                Chairman of the Board and Chief Executive            January 25, 2001
-----------------------------         Officer(Principal Executive Officer)
James S. Quarforth

 /s/ Michael B. Moneymaker            Senior Vice President, Chief Financial               January 25, 2001
-----------------------------         Officer, Treasurer and Secretary
Michael B. Moneymaker                 (Principal Financial and Accounting Officer)

 /s/ Carl A. Rosberg                  President, Chief Operating Officer and Director      January 25, 2001
-----------------------------
Carl A. Rosberg

 /s/ William W. Gibbs, V              Director                                             January 25, 2001
-----------------------------
William W. Gibbs, V

/s/ A. William Hamill                 Director                                             January 25, 2001
-----------------------------
A. William Hamill

                                      Director
-----------------------------
C. Wilson McNeely, III

/s/ John B. Mitchell                  Director                                             January 25, 2001
-----------------------------
John B. Mitchell

                                      Director
-----------------------------
John N. Neff

                                      Director
-----------------------------
Phyllis H. Arnold

/s/ Anthony J. de Nicola              Director                                             January 25, 2001
-----------------------------
Anthony J. de Nicola
EXHIBIT INDEX

      Exhibit No.
      -----------

          5.1       Opinion  of  Hunton &  Williams  as to the  legality  of the
                    securities being registered (filed herewith).

          23.1      Consent of Hunton & Williams  (included in the opinion filed
                    as Exhibit 5.1 to the Registration Statement).

          23.2      Consent of McGladrey & Pullen, LLP (filed herewith).

          23.3      Consent of PriceWaterhouseCoopers LLP (filed herewith).

          23.4      Consent  of  Phibbs,  Burkholder,  Geisert & Huffman  (filed
                    herewith).

          24.1      Power of Attorney (included on signature page).