SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                                    FORM 8-K

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

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): February 13, 2001


                                   NTELOS Inc.
               (Exact Name of Registrant as Specified in Charter)

         Virginia                     0-16751                     54-1443350
(State of Incorporation)      (Commission File Number)          (IRS Employer
                                                             Identification No.)

                                 P. O. Box 1990
                           Waynesboro, Virginia 22980
                    (Address of principal executive offices)

                                 (540) 946-3500
              (Registrant's telephone number, including area code)


<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On February 13, 2001, NTELOS Inc.  ("NTELOS") closed its acquisition of
R&B  Communications,  Inc. ("R&B"),  pursuant to an agreement and plan of merger
whereby a  wholly-owned  subsidiary of NTELOS merged with and into R&B, with R&B
surviving the merger as NTELOS' wholly-owned subsidiary.

         R&B is an integrated  communications provider offering a broad range of
products and services to business and  residential  customers in the Roanoke and
New River  Valleys of  Virginia.  These  communications  products  and  services
include  local and long  distance  telephone,  dial-up and  high-speed  Internet
access, competitive local exchange access, paging and wireless cable television.

         Pursuant  to the  merger  agreement,  at  closing  R&B's  common  stock
converted  into the right to receive an aggregate of 3,716,400  shares of NTELOS
common  stock which had a value as of the close of business on February 12, 2001
of $22.375 per share, representing consideration of $83,154,450.

         The purchase price was the result of arm's-length  negotiation  between
NTELOS and R&B,  based on NTELOS'  evaluation  of the fair market value of R&B's
business.  NTELOS  intends  that the  assets  of R&B will be used by NTELOS in a
manner generally consistent with the use of such assets by R&B immediately prior
to the consummation of the acquisition.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


         (a)  Financial Statements of Business Acquired.

         Audited consolidated  financial statements of R&B Communications,  Inc.
         and West Virginia PCS Alliance,  L.C. (incorporated herein by reference
         to NTELOS'  Prospectus  dated  November 6, 2000 filed  pursuant to Rule
         424(b)(3) on November 9, 2000)

         Unaudited interim condensed  consolidated  financial  statements of R&B
         Communications, Inc. and West Virginia PCS Alliance, L.C. (incorporated
         herein by  reference  to Exhibit  99.2 and Exhibit 99.3 of NTELOS' Form
         8-K filed on January 24, 2001).

         (b)  Pro Forma Financial Information.

         Unaudited pro forma financial information of NTELOS Inc.  (incorporated
         herein  by  reference  to  Exhibit  99.1 of  NTELOS'  Form 8-K filed on
         January 24, 2001).

         (c) Exhibits.

      EXHIBIT NO.                    DESCRIPTION
      -----------                    -----------

          2.1       Agreement   and  Plan  of   Merger   by  and   between   R&B
                    Communications,  Inc.,  R&B  Combination  Company and NTELOS
                    Inc.  dated  as of June 16,  2000  (incorporated  herein  by
                    reference to Annex A of NTELOS' Prospectus dated October 25,
                    2000 filed pursuant to Rule 424(b)(3) on October 31, 2000).

          23.1      Consent of McGladrey & Pullen, LLP

          23.2      Consent of Phibbs, Burkholder, Geisert and Huffman, LLP



<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       NTELOS Inc.
                                       (Registrant)


                                       By:  /s/ Michael B. Moneymaker
                                           ------------------------------------
                                           Michael B. Moneymaker
                                           Senior Vice President and Chief
                                           Financial Officer, Treasurer and
                                           Secretary


Date: February 13, 2001
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SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

                                    FORM 8-K

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

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): February 13, 2001

                                   NTELOS Inc.
               (Exact Name of Registrant as Specified in Charter)

         Virginia                     0-16751                     54-1443350
(State of Incorporation)      (Commission File Number)          (IRS Employer
                                                             Identification No.)

                                 P. O. Box 1990
                           Waynesboro, Virginia 22980
                    (Address of principal executive offices)

                                 (540) 946-3500
              (Registrant's telephone number, including area code)
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On February 13, 2001, NTELOS Inc.  ("NTELOS") closed its acquisition of
R&B  Communications,  Inc. ("R&B"),  pursuant to an agreement and plan of merger
whereby a  wholly-owned  subsidiary of NTELOS merged with and into R&B, with R&B
surviving the merger as NTELOS' wholly-owned subsidiary.

         R&B is an integrated  communications provider offering a broad range of
products and services to business and  residential  customers in the Roanoke and
New River  Valleys of  Virginia.  These  communications  products  and  services
include  local and long  distance  telephone,  dial-up and  high-speed  Internet
access, competitive local exchange access, paging and wireless cable television.

         Pursuant  to the  merger  agreement,  at  closing  R&B's  common  stock
converted  into the right to receive an aggregate of 3,716,400  shares of NTELOS
common  stock which had a value as of the close of business on February 12, 2001
of $22.375 per share, representing consideration of $83,154,450.

         The purchase price was the result of arm's-length  negotiation  between
NTELOS and R&B,  based on NTELOS'  evaluation  of the fair market value of R&B's
business.  NTELOS  intends  that the  assets  of R&B will be used by NTELOS in a
manner generally consistent with the use of such assets by R&B immediately prior
to the consummation of the acquisition.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)  Financial Statements of Business Acquired.

         Audited consolidated  financial statements of R&B Communications,  Inc.
         and West Virginia PCS Alliance,  L.C. (incorporated herein by reference
         to NTELOS'  Prospectus  dated  November 6, 2000 filed  pursuant to Rule
         424(b)(3) on November 9, 2000)

         Unaudited interim condensed  consolidated  financial  statements of R&B
         Communications, Inc. and West Virginia PCS Alliance, L.C. (incorporated
         herein by  reference  to Exhibit  99.2 and Exhibit 99.3 of NTELOS' Form
         8-K filed on January 24, 2001).

         (b)  Pro Forma Financial Information.

         Unaudited pro forma financial information of NTELOS Inc.  (incorporated
         herein  by  reference  to  Exhibit  99.1 of  NTELOS'  Form 8-K filed on
         January 24, 2001).

         (c) Exhibits.

      EXHIBIT NO.                    DESCRIPTION
      -----------                    -----------

          2.1       Agreement   and  Plan  of   Merger   by  and   between   R&B
                    Communications,  Inc.,  R&B  Combination  Company and NTELOS
                    Inc.  dated  as of June 16,  2000  (incorporated  herein  by
                    reference to Annex A of NTELOS' Prospectus dated October 25,
                    2000 filed pursuant to Rule 424(b)(3) on October 31, 2000).

          23.1      Consent of McGladrey & Pullen, LLP

          23.2      Consent of Phibbs, Burkholder, Geisert and Huffman, LLP
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       NTELOS Inc.
                                       (Registrant)

                                       By:  /s/ Michael B. Moneymaker
                                           ------------------------------------
                                           Michael B. Moneymaker
                                           Senior Vice President and Chief
                                           Financial Officer, Treasurer and
                                           Secretary

Date: February 13, 2001