SecProbe.io

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Mail Stop 3561

      November 4, 2005

Michael B. Moneymaker
Executive Vice President, Chief Financial
  Officer, Treasurer and Secretary
NTELOS Holdings Corp.
401 Spring Lane, Suite 300
P.O. Box 1990
Waynesboro, Virginia  22980

      Re:	NTELOS Holdings Corp.
      Registration Statement on Form S-1
      Filed October 6, 2005
		File No. 333-128849

Dear Mr. Moneymaker:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and various
recapitalization information.  Please include this disclosure in
an
amendment as soon as practicable.  Note that we may have
additional
comments once you have provided this disclosure.  Therefore,
please
allow us sufficient time to review your complete disclosure prior
to
any distribution of preliminary prospectuses.
2. Please provide us with copies of your artwork prior to
circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork
prior to circulating preliminary prospectuses.  In order to
expedite
this process, you may submit your artwork to us on a supplemental
basis.  See Item VIII of the March 31, 2001 quarterly update to
the
Division of Corporation Finance`s "Current Issues and Rulemaking
Projects Outline."
3. Revise your disclosure throughout to remove unnecessary
capitalized terms and defined terms.  For example, please delete
the
fourth sentence of the italicized paragraph on page one; once you
make your disclosure clear from the context, you will not need to
define terms such as "NTELOS," "we," "our" and "us."  Similarly,
you
will not need to define terms such as "Sprint Nextel,"
"Telecommunications Act," or "GAAP."  In addition, instead of
defining terms such as basic trading areas as "BTAs," consider
using
the full term.  This will make the disclosure easier to
understand.
These are only a few examples.
4. Please remove or explain technical and business jargon and
acronyms such as "footprint," CLEC," "RLEC," "ILEC," and "POPS,"
in
the forepart of the prospectus and avoid relying on industry
jargon
and acronyms throughout the rest of the prospectus.  Instead, use
terms that would be familiar to people outside of your industry,
such
as "rural telephone company" rather than RLEC.
5. We note your references to the use of third party valuation
advisor throughout the filing.  For example, pages 61, F-8, F-21,
F-
40, F-58, and F-71.  While you are not required to make references
to
the independent appraisals, when you do you should also disclose
the
name of the experts and include the consents of the experts.
Please
revise.

Market and Other Data, page i
6. If you wish to retain it, this section is more appropriate for
the
body of the prospectus.  In addition, please refer to the sentence
beginning "Although we believe that these sources are
reliable...."
We note your statement that you "cannot guarantee [the
information`s]
accuracy or completeness."  Delete this statement; as the
registrant,
you cannot disclaim responsibility for information contained
within
the filing.

Prospectus Summary, page 1
7. Your summary should discuss only the key aspects of the
offering
and your operations.  Much of the discussion you currently include
does not appear so highly material as to merit inclusion in the
summary.  Please revise to provide a brief, balanced, non-
repetitive
discussion of your company and the offering.  For example:
* to provide context to the summary discussion, briefly indicate
at
the outset the significance of each operating segment to your
business by disclosing the percentage revenues generated by each
segment;
* consider eliminating, or significantly reducing, the detailed
competitive strengths discussion, which is more appropriate for
your
business section;
* when presenting information about your revenues and operating
income (loss), also disclose your net income (loss) for the same
period;
* disclose and quantify your significant indebtedness;
* briefly discuss your bankruptcy in 2003 and what led to your
bankruptcy filing; and
* when discussing the number of access lines of your wireline
business, disclose that you have experienced reductions in the
number
of access lines in each of the last few fiscal years.
8. Explain what you mean by "free cash flow" on page two and
"incremental cash flow" on page three when you discuss your
wireline
business.  In addition, when discussing your wireline business,
please disclose that you have continued to experience reductions
in
your access lines in the last
9. Briefly indicate here if you choose to retain this section in
the
summary, and, if not, in your business section, the basis for your
beliefs that your brand is the "Best Value in Wireless" and that
your
services offer "The Most Minutes Across Town and Across America,"
as
you state on page two.  Similarly, disclose the basis for your
statements on page two and three that "[y]our wireline business
and
its predecessor organizations have a long history of providing
exceptional telephone service in rural Virginia" and have "a
reputation for superior customer service."

Recent Developments, page 3
10. Please provide a more descriptive subtitle.  In addition,
briefly
discuss the following:

* the amount of control the CVC and Quadrangle entities will have
over NTELOS after the offering; and
* that $13.4 million of the net proceeds of the offering are going
to
the CVC and Quadrangle entities to terminate advisory agreements
you
have with them.

Summary Historical and Pro Forma Consolidated Financial and
Operating
Data, page 6
11. Please present the summary historical data for the year ended
December 31, 2004 for NTELOS Inc. and for the period from January
14
through June 30, 2005 for NTELOS Holdings Corp. or tell us why
this
information is not required.
12. Please refer to footnote (1)-(3) on page 7.  Since the
information is not presented, delete these footnotes.

Risk Factors, page 8

General
13. Some of your risk factors are generic in that they could apply
to
any company in your industry.  We cite as examples the following:

* "We cannot predict the effect of technological changes on our
business" on page 15;
* "The possible health effects of radio frequency emission may
adversely affect the demand for wireless telephone services" on
page
16; and
* "The risks associated with using wireless telephones while
driving..." on page 16.

These are just a few examples.  Please revise to convey in the
risk
factor captions and in the accompany text the discrete material
risk
to you.
14. In highlighting material risks, consider eliminating
additional
detail that is not necessary to convey the material risk and
reserve
the additional detail for your business section, management`s
discussion and analysis, or other appropriate section. Also,
describe
the risk succinctly and as early in the accompanying text as
possible.  In this regard, please revise, for example, the risk
factor beginning "Regulatory developments that we cannot predict
could increase our costs or reduce our revenues..." on page 17.

We will require a significant amount of cash..., page 8
15. To provide context, please disclose the amount of your debt
service obligations and planned capital expenditures over the next
fiscal year.

Our largest competitors and Sprint Nextel may build networks in
our
markets..., page 13
16. To assist investors in assessing the likelihood and imminence
of
the risk, please state here the termination date of your Strategic
Network Alliance with Sprint Nextel.

Our failure to comply with regulatory mandates could adversely
affect
our ability..., page 14
17. Please refer to your E911 discussion.  Revise your
management`s
discussion and analysis to discuss the impact the E911
requirements
will have on your operations.

Use of Proceeds, page 28
18. Please indicate here the amount of the fee to be paid to the
CVC
Entities and the Quadrangle Entities for terminating the advisory
agreements.
19. Please indicate how you expect to allocate the net proceeds of
the offering for each general purpose and also if the underwriters
exercise their over-allotment option.  To the extent that you
intend
to apply a significant amount of the net proceeds to "general
corporate purposes," revise to more specifically identify the
purposes for which this balance of the net proceeds is expected to
be
used and then quantify the amount intended to be allocated to each
of
those purposes.  See Item 504 of Regulation S-K.

Dilution, page 31
20. Quantify the dilution to new investors if the underwriters
fully
exercise their over-allotment option.
21. Quantify the further dilution to new investors that will occur
upon exercise of your outstanding stock options.

Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations, page 35
22. Please refer to notes (d) and (f).  Please delete these
adjustments but you may disclose the information in the notes.

Management`s Discussion and Analysis, page 44
General
23. Please specifically address what changes in your results of
operations, liquidity and capital resources, and trends you expect
as
a result of your reorganization from a private company to a public
company.  It is important for investors to understand your
historical
financial information when you were a private company and whether
and
the extent to which management expects the trends and results of
operations to continue or change as a public company.  In this
regard, we note your risk factor on page 25 regarding the increase
in
costs as a result of becoming a public company.

Overview, page 44
24. Please expand your description on page 45 of how the CVC and
Quadrangle entities acquired NTELOS Inc.  Describe by what means
the
entities acquired the company and business, whether it was a
leveraged buyout, and how the acquisition has impacted your
liquidity
and capital resources.
25. Please expand your discussion on page 45 of your chapter 11
reorganization, including a description of the circumstances,
business or financial, that led to the chapter 11 filing and how
you
have addressed those circumstances since you reorganized and
emerged
from bankruptcy.

Other Overview Discussion, page 45
26. We note your statement on page 46 that you "believe that ARPU
provides useful information concerning the appeal of [y]our rate
plans and service offerings and [y]our performance in attracting
and
retaining high value customers."  Briefly further explain the
substantive reasons why management believes that presentation of
the
non-GAAP financial measures provides useful information to
investors
regarding your financial condition and results of operations.  In
addition, please discuss how management uses each of the financial
measures to evaluate operating performance and/or liquidity.
Please
avoid generic conclusions.

Year Ended December 31, 2004 Compared to Year Ended December 31,
2003, page 53

Overview, page 53
27. Please refer to the third paragraph.  Revise the reference to
Note 4 instead of Note 2.

Liquidity and Capital Resources, page 65
28. Given the significant amount of your debt, tell us what
consideration you have given to providing more detailed disclosure
regarding your debt covenants, including historical and pro forma
calculations of the measures.  See Part IV.C. of Interpretation
Release No. 33-8350 Commission Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations available on our website.
29. We note your statement on page 69 that you will be able to
meet
your anticipated cash needs "for the foreseeable future."  Please
provide a more detailed discussion of your ability to meet both
your
short-term and long-term liquidity needs.  We consider "long-term"
to
be the period in excess of the next twelve months.  See Section
III.C. of Release no. 33-6835 and footnote 43 of Release no. 33-
8350.
Clarify whether management believes the company will have
sufficient
cash and other financial resources to fund operations and meet its
debt and other obligations beyond the next twelve months.
30. Please refer to your "timing" discussions on pages 66 and 67
of
2004 and 2005 cash flows from operating activities.  Revise to
discuss in more detail how the timing each item affected your cash
flows form operating activities.

Contractual Obligations and Commercial Commitments, page 69
31. Please include the estimated obligations relating to interest
payments and discuss how you calculated these amounts.

Management, page 97

Executive Officers and Directors, page 97
32. Please account for the past five years in your business
experience descriptions for directors Christopher Bloise and
Andrew
Gesell, or include dates in the existing biographies to show that
you
have done so.  See Item 401(e) of Regulation S-K.
Executive and Director Compensation, page 101
33. We note your reference on page 107 to options that may be
granted
prior to the initial public offering.  To the extent that you
grant a
material amount of options to named executive officers prior to
the
offering, please consider disclosing the amount and material terms
of
the options.

Employment Agreements, page 107
34. Much of the disclosure about your executive officers`
employment
agreements appears to have been taken directly from the employment
contracts, using the same legalistic language and presentation.
Please revise to make this disclosure more readable and easier to
understand.

Certain Relationships and Related Transactions, page 114

Advisory Agreements, page 114
35. Describe briefly the advisory services that the CVC Entities
and
the Quadrangle Entities have provided to you.  Discuss how
transaction prices were determined by the parties.  Disclose the
amount of out-of-pocket expenses you have paid to the CVC Entities
and the Quadrangle Entities under the advisory agreement.
Disclose
how you calculated the $13.4 termination fee that you intend to
pay
using net proceeds from the offering.  File the advisory
agreements
as exhibits.  Lastly, disclose whether you believe the terms of
the
agreements were comparable to terms you could obtain from
independent
third parties.

Stock Subscription Agreements, page 115
36. You provide a cross-reference to "Principal Stockholders" for
a
description of the stock subscription agreements; however, there
is
no disclosure regarding the stock subscription agreements in that
section.  Please disclose the purchase price and amount of Class L
and Class A common stock purchased by each named executive officer
or
director.  In addition, describe the material differences between
the
Class L and Class A common stock and whether the Class L and Class
A
common stock will be reclassified as common stock on a one-to-one
basis in connection with the offering.

Purchase of Notes, page 115