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): July 20, 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 5.        OTHER EVENTS.

     The purpose of this Form 8-K is to update certain information previously
filed by NTELOS Inc. ("NTELOS") relating to certain previously announced
acquisitions.


                           FORWARD-LOOKING STATEMENTS

     This filing contains various "forward-looking statements," as defined in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that are based on the beliefs of
our management, as well as assumptions made by, and information currently
available to, our management.  These forward-looking statements are based on
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 the
        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;

     .  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.


     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.


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

     (a)  Financial Statements and Pro Forma Financial Information.

     Not applicable.

     (b) Pro Forma Financial Information.

     Not applicable.

     (c) Exhibits.



EXHIBIT    DESCRIPTION
- -------    ---------------------------------------------------------------------

  99.1     Unaudited pro forma consolidated financial information of NTELOS Inc.


                                   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: July 20, 2001


                                 EXHIBITS INDEX
                                 ---------------


EXHIBIT    DESCRIPTION
- -------    ---------------------------------------------------------------------

 99.1      Unaudited pro forma consolidated financial information of NTELOS Inc.