<PAGE>

       As filed with the Securities and Exchange Commission on June 11, 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)

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

                                  NTELOS Inc.
                          1997 STOCK COMPENSATION PLAN
                            (Full title of the Plan)
                             ______________________

                             Michael B. Moneymaker
                                  NTELOS Inc.
                                 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)

                                With a copy 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>
<CAPTION>

                        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, including
rights to purchase the Company's           1,550,000            $19.88          $30,814,000          $7,704
Series A Junior Participating
Preferred Stock, no par ("Rights")(3)

=================================================================================================================
</TABLE>

 (1)  This Registration Statement covers 1,550,000 additional shares of common
      stock issuable under the registrant's 1997 Stock Compensation  Plan (the
      "Plan") by virtue of an amendment to the Plan increasing the number of
      shares issuable under the Plan from 950,000 to 2,500,000.
 (2)  Calculated pursuant to Rule 457(c) on the basis of $19.88 per share, which
      was the average of the high and low prices of the Common Stock as quoted
      on the Nasdaq National Market on June 7, 2001.
 (3)  The Rights are evidenced by the certificates for shares of Common Stock
      and automatically trade with the Common Stock. The Rights are currently
      attached to and transferable only with shares of Common Stock registered
      hereby. Value attributable to such Rights, if any, is reflected in the
      market price of the Common Stock.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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:

1.   Registration Statement on Form S-8 (Registration No. 333-40753) filed on
     November 21, 1997, relating to the Registrant's 1997 Stock Compensation
     Plan.

2.   The description of the Registrant's common stock without par value,
     contained in the Registrant's Registration Statement on Form  8-B filed on
     April 6, 1988.

3.   The description of the Registrant's Rights, contained in the Registration
     Statement on Form 8-A (Registration No. 000-16751) filed on  February 29,
     2000, as amended in the Registration Statement on Form 8-A/A (Registration
     No. 001-15717) filed on August 10, 2000.

4.   The Annual Report of the Registrant on Form 10-K for the fiscal year ended
     December 31, 2000.

5.   The Quarterly Report of the Registrant on Form 10-Q for the quarter ended
     March 31, 2001.

6.   The Current Reports of the Registrant on Form 8-K filed on January 24,
     2001, February 13, 2001 and April 25, 2001.

7.   The definitive Proxy Statement of the Registrant dated March 30, 2001, in
     connection with the Annual Meeting of Shareholders held on May 8, 2001.

     All documents filed with the Commission by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

                             ADDITIONAL INFORMATION

The Plan originally had 950,000 shares reserved for issuance, all of which have
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 1,550,000, subject to shareholder
approval.  On May 8, 2001 the Company's shareholders approved the amendment to
the Plan to increase the number of shares of Common Stock reserved for issuance
under the Plan by 1,550,000.  As of the date of this Registration Statement,
approximately 1,474,753 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).

 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 June 11,
2001.

                                 NTELOS Inc.,
                                 (Registrant)

                                 By:  /s/James S. Quarforth
                                      ----------------------
                                      James S. Quarforth
                                      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           Chief Executive Officer and Director           June 11, 2001
-------------------------------  (Principal Executive Officer)
James S. Quarforth

/s/ Michael B. Moneymaker        Chief Financial Officer                        June 11, 2001
-------------------------------  (Principal Financial and Accounting Officer)
Michael B. Moneymaker

/s/ J. Allen Laymen              Chairman of the Board and President            June 11, 2001
-------------------------------
J. Allen Layman

/s/ Carl A. Rosberg              Director                                       June 11, 2001
-------------------------------
Carl A. Rosberg

/s/ William W. Gibbs, V          Director                                       June 11, 2001
-------------------------------
William W. Gibbs, V

/s/ A. William Hamill            Director                                       June 11, 2001
-------------------------------
A. William Hamill

/s/ John B. Mitchell             Director                                       June 11, 2001
-------------------------------
John B. Mitchell

/s/ John N. Neff                 Director                                       June 11, 2001
-------------------------------
John N. Neff

/s/ Phyllis H. Arnold            Director                                       June 11, 2001
-------------------------------
Phyllis H. Arnold

/s/ Anthony J. de Nicola         Director                                       June 11, 2001
-------------------------------
Anthony J. de Nicola

/s/ John B. Williamson, III      Director                                       June 11, 2001
-------------------------------
John B. Williamson, III
</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).

 24.1       Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 11892}]
{"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": "333-62766", "film-number": "1658771"}, "business-address": {"street1": "401 SPRING LN PO BOX 1990", "street2": "STE 300", "city": "WAYNESBORO", "state": "VA", "zip": "22980", "phone": "5409463500"}, "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 June 11, 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)

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

                                  NTELOS Inc.
                          1997 STOCK COMPENSATION PLAN
                            (Full title of the Plan)
                             ______________________

                             Michael B. Moneymaker
                                  NTELOS Inc.
                                 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)

                                With a copy 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, including
rights to purchase the Company's           1,550,000            $19.88          $30,814,000          $7,704
Series A Junior Participating
Preferred Stock, no par ("Rights")(3)

=================================================================================================================
(1)  This Registration Statement covers 1,550,000 additional shares of common
      stock issuable under the registrant's 1997 Stock Compensation  Plan (the
      "Plan") by virtue of an amendment to the Plan increasing the number of
      shares issuable under the Plan from 950,000 to 2,500,000.
 (2)  Calculated pursuant to Rule 457(c) on the basis of $19.88 per share, which
      was the average of the high and low prices of the Common Stock as quoted
      on the Nasdaq National Market on June 7, 2001.
 (3)  The Rights are evidenced by the certificates for shares of Common Stock
      and automatically trade with the Common Stock. The Rights are currently
      attached to and transferable only with shares of Common Stock registered
      hereby. Value attributable to such Rights, if any, is reflected in the
      market price of the Common Stock.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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:

1.   Registration Statement on Form S-8 (Registration No. 333-40753) filed on
     November 21, 1997, relating to the Registrant's 1997 Stock Compensation
     Plan.

2.   The description of the Registrant's common stock without par value,
     contained in the Registrant's Registration Statement on Form  8-B filed on
     April 6, 1988.

3.   The description of the Registrant's Rights, contained in the Registration
     Statement on Form 8-A (Registration No. 000-16751) filed on  February 29,
     2000, as amended in the Registration Statement on Form 8-A/A (Registration
     No. 001-15717) filed on August 10, 2000.

4.   The Annual Report of the Registrant on Form 10-K for the fiscal year ended
     December 31, 2000.

5.   The Quarterly Report of the Registrant on Form 10-Q for the quarter ended
     March 31, 2001.

6.   The Current Reports of the Registrant on Form 8-K filed on January 24,
     2001, February 13, 2001 and April 25, 2001.

7.   The definitive Proxy Statement of the Registrant dated March 30, 2001, in
     connection with the Annual Meeting of Shareholders held on May 8, 2001.

     All documents filed with the Commission by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

                             ADDITIONAL INFORMATION

The Plan originally had 950,000 shares reserved for issuance, all of which have
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 1,550,000, subject to shareholder
approval.  On May 8, 2001 the Company's shareholders approved the amendment to
the Plan to increase the number of shares of Common Stock reserved for issuance
under the Plan by 1,550,000.  As of the date of this Registration Statement,
approximately 1,474,753 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).

 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 June 11,
2001.

                                 NTELOS Inc.,
                                 (Registrant)

                                 By:  /s/James S. Quarforth
                                      ----------------------
                                      James S. Quarforth
                                      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           Chief Executive Officer and Director           June 11, 2001
-------------------------------  (Principal Executive Officer)
James S. Quarforth

/s/ Michael B. Moneymaker        Chief Financial Officer                        June 11, 2001
-------------------------------  (Principal Financial and Accounting Officer)
Michael B. Moneymaker

/s/ J. Allen Laymen              Chairman of the Board and President            June 11, 2001
-------------------------------
J. Allen Layman

/s/ Carl A. Rosberg              Director                                       June 11, 2001
-------------------------------
Carl A. Rosberg

/s/ William W. Gibbs, V          Director                                       June 11, 2001
-------------------------------
William W. Gibbs, V

/s/ A. William Hamill            Director                                       June 11, 2001
-------------------------------
A. William Hamill

/s/ John B. Mitchell             Director                                       June 11, 2001
-------------------------------
John B. Mitchell

/s/ John N. Neff                 Director                                       June 11, 2001
-------------------------------
John N. Neff

/s/ Phyllis H. Arnold            Director                                       June 11, 2001
-------------------------------
Phyllis H. Arnold

/s/ Anthony J. de Nicola         Director                                       June 11, 2001
-------------------------------
Anthony J. de Nicola

/s/ John B. Williamson, III      Director                                       June 11, 2001
-------------------------------
John B. Williamson, III
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).

 24.1       Power of Attorney (included on signature page).