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                                                                EXHIBIT 99.2


February 19, 1997

                                                                VIA FACSIMILE
                                                                (703) 394-2980

Mr. J. Roderick Heller, III
Chairman of the Board
NHP Incorporated
8065 Leesburg Pike, Suite 400
Vienna, VA 22182-2738

Dear Rod:

We are pleased to present the following proposal for your consideration:

Apartment Investment and Management Company ("AIMCO") proposes a transaction
with NHP Incorporated ("NHP") in which NHP would merge with AIMCO or one of its
subsidiaries (the "merger"). In the Merger, NHP stockholders (other than AIMCO)
would receive $20 of AIMCO Class A Common stock (valued for such purpose at
$26.75 per share) for each share of NHP common stock.

The Merger would be conditioned on the prior distribution (the "Spin-Off") of
all of the outstanding capital stock of NHP's mortgage subsidiary (NHP Financial
Services, Inc. or Washington Mortgage Financial Group, Ltd.) to NHP
stockholders. Alternatively, AIMCO may elect to waive such condition and either
(i) increase the Merger consideration to NHP stockholders by $3.05 per share of
NHP common stock, or (ii) subsequently distribute shares in such subsidiary to
those persons who were NHP stockholders immediately prior to the Merger.

The amount, if any, by which (I) NHP's Free Cash Flow (as defined below) for the
period from February 1, 1997 until the earlier of the effective date of the
Spin-Off or the Merger, exceeds (ii) NHP's severance costs, transaction costs
and transition costs in respect of such transactions, will be contributed to
the mortgage subsidiary and included in the Spin-Off. "NHP's Free Cash Flow"
for any period means NHP's EBITDA for such period less (a) the amount of cash
payments made in respect of taxes and interest during such period, and
(b) $500,000 for each month (or ratable portion thereof) included in such
period.

Although this proposal has been approved by AIMCO's Board of Directors subject
to the conditions set forth below, it is, of course, subject to stockholder
approval, the approval of all appropriate governmental and regulatory
authorities, completion of our due diligence, as well as

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J. Rod Heller, III
February 19, 1997
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the execution of a definitive agreement that would contain representations,
warranties, covenants, conditions and other terms customary for a transaction of
this type. The Merger would also be conditioned on the transaction not having
any adverse consequences with respect to AIMCO's status as a real estate
investment trust under Federal tax laws.

We are very interested in the possibility of a transaction with NHP and are
prepared to move promptly and expeditiously. We believe our proposal presents an
attractive opportunity for NHP and its investors. We look forward to your
response to this proposal and are prepared to meet with you or other
representatives of NHP at any time to discuss any aspect of it. I can be reached
at (303) 691-4330.

Sincerely yours,



Terry Considine
Chairman and CEO

cc:  M. Eisenson
     H. Winokur
     P. Kompaniez