<PAGE>   1
     As filed with the Securities and Exchange Commission on July 15, 1996

                                                       Registration No. 33-93110
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933


                             ----------------------
                                NHP INCORPORATED
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
           DELAWARE                                             52-1445137
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                            identification number)
</TABLE>                                            

                         8065 Leesburg Pike, Suite 400
                             Vienna, Virginia 22182
                                 (703) 394-2400
                    (Address of Principal Executive Offices)


                                NHP INCORPORATED
                        1995 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                            J. RODERICK HELLER, III
                         8065 LEESBURG PIKE, SUITE 400
                             VIENNA, VIRGINIA 22182
                                 (703) 394-2400
 (Name and address, including zip code, and telephone number, including area
                         code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==================================================================================
                                      PROPOSED       PROPOSED
                         AMOUNT       MAXIMUM        MAXIMUM
TITLE OF SECURITIES      TO BE     OFFERING PRICE   AGGREGATE        AMOUNT OF
  TO BE REGISTERED     REGISTERED    PER SHARE    OFFERING PRICE  REGISTRATION FEE
- ----------------------------------------------------------------------------------
<S>                      <C>           <C>        <C>                 <C>
Shares of Common
Stock, $.01 par
value...............     800,000       $15.18(1)  $12,144,000(1)      $4,187.59(1)

Options with
respect to the
foregoing shares of
Common Stock........     800,000              NA              NA                NA
</TABLE>

(1)  In accordance with the terms of the 1995 Incentive Stock Option Plan, the
     option price shall not be less than 100% of the fair market value of the
     common stock at the time the option is granted.  In accordance with Rule
     457(c), the aggregate offering price and the amount of the registration
     fee are computed on the basis (a) for ungranted options, of the average of
     the high and low prices reported in the Nasdaq Stock Market on July 12,
     1996, and (b) for granted options, of the actual exercise price specified
     in those granted options.




================================================================================
<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

           (a) The annual report on Form 10-K of NHP Incorporated, a Delaware
      corporation (the "Company") filed on March 29, 1996 for the fiscal year
      ended December 31, 1995 (the "Annual Report") pursuant to Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act").

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
      Exchange Act since the end of the fiscal year covered by the Annual
      Report referred to in (a) above.

           (c) The description of the Common Stock, par value $.01 per share 
      of the Company (the "Common Stock") contained in the Company's 
      Registration Statement on Form 8-A filed with the Securities and Exchange
      Commission on August 7, 1995, including any amendment or report filed for
      the purpose of updating such description.

      In addition, all reports and other documents filed by the Company after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

      This Registration Statement covers options ("Options") for the purchase of
Common Stock issued pursuant to the 1995 Incentive Stock Option Plan of the
Company (the "Plan"), as well as shares of Common Stock issued pursuant to the
exercise of Options.  Options for the purchase of up to 800,000 shares of
Common Stock may be issued pursuant to the Plan.

      The terms of each Option will be determined by the Compensation Committee
of the Board of Directors of the Company, and set forth in an Incentive Stock
Option Agreement, subject to the following:


                                     - 2 -

<PAGE>   3




           (a) The exercise price to be paid for a share of Common Stock shall
      not be less than 100% of the fair market value of the Common Stock at the
      time the Option is granted.  The exercise price under any Option shall
      not be less than 110% of the fair market value of the Common Stock at the
      time the Option is granted if the optionee owns Common Stock possessing
      more than 10 percent of the total combined voting power of all classes of
      the Company's stock on the date of grant.

           (b) The term of an Option may not exceed 10 years from the date it
      is granted.  No portion of an Option that is granted to an individual
      who, at the date of grant, owns Common Stock possessing more than 10% of
      the total combined voting power of all classes of the Company's stock
      shall be exercisable after the expiration of five years from the date of
      grant.

           (c) Except as specifically provided in the stock option agreement
      pursuant to which an option is granted, an Option may not be transferred
      or assigned, voluntarily, involuntarily or by operation of law
      (including, without limitation, the laws of bankruptcy, intestacy, decent
      and distribution or succession), and may be exercised only by the
      optionee.

           (d)  The exercise price of Options must be paid in the form of a
      good check or in accordance with the terms of any stock option agreement
      executed by the optionee.

      The Board of Directors, in its discretion and at any time, may amend, or
terminate the Plan; however, no modification or amendment will become effective
without the approval of the shareholders of the Company if such modification or
amendment would increase the maximum aggregate number of shares that may be
issued under the Plan.  Neither termination of the Plan, nor any modification
or amendment thereof, may adversely affect or alter any rights or obligation
with respect to any Option or Incentive Stock Option Agreement then in effect,
except to the extent that any such action shall be required or desirable (in
the opinion of the Company or its counsel) in order to comply with the Internal
Revenue Code of 1986, as amended, or any rule or regulation promulgated or
proposed thereunder.

      Subject to any required shareholder approval, the number of shares
represented by the unexercised portion of an outstanding Option, and the number
of shares authorized or reserved for issuance under the Plan, as well as the
exercise price of outstanding options, shall be proportionally adjusted for (a)
a division, combination or reclassification of any of the shares of Common
Stock or (b) a dividend payable in shares of Common Stock.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                                     - 3 -

<PAGE>   4




ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent
of the corporation or is or was serving at the corporation's request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner such
person reasonably believes to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.  Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and provided further
(unless and to the extent that a court of competent jurisdiction provides
otherwise), that such person shall not have been adjudged liable to the
corporation.  Section 8.01 of the Company's Bylaws provides in effect that the
Company shall indemnify its directors and officers to the fullest extent
permitted by Section 145 of the DGCL.

      Section 102(b)(7) of the DGCL provides that a corporation shall have the
power, if its certificate of incorporation so permits, to eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (regarding unlawful payments of dividends
and unlawful stock purchases and redemptions) or (iv) for any transaction from
which the director derived an improper personal benefit.  The Company's
Certificate of Incorporation limits directors' liability to the maximum extent
permitted by law.
       
      See Item 9 for the Registrant's undertakings with respect to
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.
     
ITEM 8.  EXHIBITS

      4     NHP Incorporated 1995 Incentive Stock Option Plan.  Incorporated by
            reference to Amendment No. 1 to Registration Statement on Form S-1, 
            No. 33-93110, filed June 28, 1995.

      5     Opinion of Wilmer, Cutler & Pickering

      24.1  Consent of Wilmer, Cutler & Pickering (contained in their opinion 
            filed as Exhibit 5)



                                     - 4 -

<PAGE>   5



      24.2  Consent of Arthur Andersen LLP dated July 12, 1996

      25    Power of attorney (included on signature page)

ITEM 9.  UNDERTAKINGS

      The undersigned registrant hereby undertakes:
           
           (1)   To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement: (i)
      to include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933; (ii) to reflect in the prospectus any facts or events
      arising after the effective date of the registration statement (or the
      most recent post-effective amendment thereof) which, individually or in
      the aggregate, represent a fundamental change in the information set
      forth in the registration statement; (iii) to include any material
      information with respect to the plan of distribution not previously
      disclosed in the registration statement or any material change to such
      information in the registration statement; except, in the case of phrases
      (i) and (ii), to the extent the information required is contained in
      periodic reports filed by the registrant pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated herein by reference.

           (2)   That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall
      be deemed to be the initial bona fide offering thereof

           (3)   To remove from registration by means of a post-effective 
      amendment any of the securities being registered which remain unsold 
      at the termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                     - 5 -

<PAGE>   6


                                   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 Vienna, Virginia on the 15th day of July 1996.

                                        NHP INCORPORATED                     
                                                                               
                                                                               
                                        By:   /s/ J. RODERICK HELLER, III    
                                           -------------------------------------
                                           J. Roderick Heller, III              
                                           Chief Executive Officer and President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Roderick
Heller, III and Joel F. Bonder as his or her true and lawful attorneys-in-fact
each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


         Signature                        Title                   Date
         ---------                        -----                   ----

/s/ J. RODERICK HELLER, III  Chairman of the Board,           July 15, 1996
- ---------------------------  Chief Executive Officer,
  J. Roderick Heller, III    President and Director
                             (principal executive officer)    

    /s/ ANN TORRE GRANT      Executive Vice President,        July 15, 1996
- ---------------------------  Chief Financial Officer
      Ann Torre Grant        and Treasurer
                             (principal financial officer)    

    /s/ JEFFREY J. OCHS      Vice President and Chief         July 15, 1996
- ---------------------------  Accounting Officer
      Jeffrey J. Ochs        (principal accounting officer)   


                                     - 6 -

<PAGE>   7


         Signature                        Title                   Date
         ---------                        -----                   ----     

   /s/ RICHARD S. BODMAN     Director                         July 15, 1996
- ---------------------------
     Richard S. Bodman       

/s/ JOHN W. CREIGHTON, JR.   Director                         July 15, 1996
- ---------------------------
  John W. Creighton, Jr.     

    /s/ LLOYD N. CUTLER      Director                         July 15, 1996
- ---------------------------
      Lloyd N. Cutler        

  /s/ MICHAEL R. EISENSON    Director                         July 15, 1996
- ---------------------------
    Michael R. Eisenson      

     /s/ TIM R. PALMER       Director                         July 15, 1996
- ---------------------------
       Tim R. Palmer         

/s/ HERBERT S. WINOKUR, JR.  Director                         July 15, 1996
- ---------------------------
  Herbert S. Winokur, Jr.    



                                     - 7 -

<PAGE>   8


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION                                                                            PAGE
- -------    -----------                                                                            ----
<S>        <C>                                                                                    <C>
5          Opinion of Wilmer, Cutler & Pickering                                                   1

23.1       Consent of Wilmer, Cutler & Pickering (contained in their opinion filed as Exhibit 5)   1

23.2       Consent of Arthur Andersen LLP dated July 12, 1996                                      4

24         Power of attorney (included on signature page)

</TABLE>


                                     - 8 -
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{"company-data": {"conformed-name": "NHP INC", "cik": "0000946358", "assigned-sic": "6531", "irs-number": "521445137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08137", "film-number": "96594984"}, "business-address": {"street1": "1225 EYE ST NW", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2023476247"}, "mail-address": {"street1": "1225 EYE ST NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}}
1
     As filed with the Securities and Exchange Commission on July 15, 1996

                                                       Registration No. 33-93110
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933

                             ----------------------
                                NHP INCORPORATED
             (Exact name of registrant as specified in its charter)
DELAWARE                                             52-1445137
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                            identification number)
8065 Leesburg Pike, Suite 400
                             Vienna, Virginia 22182
                                 (703) 394-2400
                    (Address of Principal Executive Offices)

                                NHP INCORPORATED
                        1995 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

                            J. RODERICK HELLER, III
                         8065 LEESBURG PIKE, SUITE 400
                             VIENNA, VIRGINIA 22182
                                 (703) 394-2400
 (Name and address, including zip code, and telephone number, including area
                         code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
==================================================================================
                                      PROPOSED       PROPOSED
                         AMOUNT       MAXIMUM        MAXIMUM
TITLE OF SECURITIES      TO BE     OFFERING PRICE   AGGREGATE        AMOUNT OF
  TO BE REGISTERED     REGISTERED    PER SHARE    OFFERING PRICE  REGISTRATION FEE
- ----------------------------------------------------------------------------------
Shares of Common
Stock, $.01 par
value...............     800,000       $15.18(1)  $12,144,000(1)      $4,187.59(1)

Options with
respect to the
foregoing shares of
Common Stock........     800,000              NA              NA                NA
(1)  In accordance with the terms of the 1995 Incentive Stock Option Plan, the
     option price shall not be less than 100% of the fair market value of the
     common stock at the time the option is granted.  In accordance with Rule
     457(c), the aggregate offering price and the amount of the registration
     fee are computed on the basis (a) for ungranted options, of the average of
     the high and low prices reported in the Nasdaq Stock Market on July 12,
     1996, and (b) for granted options, of the actual exercise price specified
     in those granted options.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1).  In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

           (a) The annual report on Form 10-K of NHP Incorporated, a Delaware
      corporation (the "Company") filed on March 29, 1996 for the fiscal year
      ended December 31, 1995 (the "Annual Report") pursuant to Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act").

           (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
      Exchange Act since the end of the fiscal year covered by the Annual
      Report referred to in (a) above.

           (c) The description of the Common Stock, par value $.01 per share 
      of the Company (the "Common Stock") contained in the Company's 
      Registration Statement on Form 8-A filed with the Securities and Exchange
      Commission on August 7, 1995, including any amendment or report filed for
      the purpose of updating such description.

      In addition, all reports and other documents filed by the Company after
the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

      This Registration Statement covers options ("Options") for the purchase of
Common Stock issued pursuant to the 1995 Incentive Stock Option Plan of the
Company (the "Plan"), as well as shares of Common Stock issued pursuant to the
exercise of Options.  Options for the purchase of up to 800,000 shares of
Common Stock may be issued pursuant to the Plan.

      The terms of each Option will be determined by the Compensation Committee
of the Board of Directors of the Company, and set forth in an Incentive Stock
Option Agreement, subject to the following:

                                     - 2 -
3

           (a) The exercise price to be paid for a share of Common Stock shall
      not be less than 100% of the fair market value of the Common Stock at the
      time the Option is granted.  The exercise price under any Option shall
      not be less than 110% of the fair market value of the Common Stock at the
      time the Option is granted if the optionee owns Common Stock possessing
      more than 10 percent of the total combined voting power of all classes of
      the Company's stock on the date of grant.

           (b) The term of an Option may not exceed 10 years from the date it
      is granted.  No portion of an Option that is granted to an individual
      who, at the date of grant, owns Common Stock possessing more than 10% of
      the total combined voting power of all classes of the Company's stock
      shall be exercisable after the expiration of five years from the date of
      grant.

           (c) Except as specifically provided in the stock option agreement
      pursuant to which an option is granted, an Option may not be transferred
      or assigned, voluntarily, involuntarily or by operation of law
      (including, without limitation, the laws of bankruptcy, intestacy, decent
      and distribution or succession), and may be exercised only by the
      optionee.

           (d)  The exercise price of Options must be paid in the form of a
      good check or in accordance with the terms of any stock option agreement
      executed by the optionee.

      The Board of Directors, in its discretion and at any time, may amend, or
terminate the Plan; however, no modification or amendment will become effective
without the approval of the shareholders of the Company if such modification or
amendment would increase the maximum aggregate number of shares that may be
issued under the Plan.  Neither termination of the Plan, nor any modification
or amendment thereof, may adversely affect or alter any rights or obligation
with respect to any Option or Incentive Stock Option Agreement then in effect,
except to the extent that any such action shall be required or desirable (in
the opinion of the Company or its counsel) in order to comply with the Internal
Revenue Code of 1986, as amended, or any rule or regulation promulgated or
proposed thereunder.

      Subject to any required shareholder approval, the number of shares
represented by the unexercised portion of an outstanding Option, and the number
of shares authorized or reserved for issuance under the Plan, as well as the
exercise price of outstanding options, shall be proportionally adjusted for (a)
a division, combination or reclassification of any of the shares of Common
Stock or (b) a dividend payable in shares of Common Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                     - 3 -
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent
of the corporation or is or was serving at the corporation's request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner such
person reasonably believes to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.  Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and provided further
(unless and to the extent that a court of competent jurisdiction provides
otherwise), that such person shall not have been adjudged liable to the
corporation.  Section 8.01 of the Company's Bylaws provides in effect that the
Company shall indemnify its directors and officers to the fullest extent
permitted by Section 145 of the DGCL.

      Section 102(b)(7) of the DGCL provides that a corporation shall have the
power, if its certificate of incorporation so permits, to eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (regarding unlawful payments of dividends
and unlawful stock purchases and redemptions) or (iv) for any transaction from
which the director derived an improper personal benefit.  The Company's
Certificate of Incorporation limits directors' liability to the maximum extent
permitted by law.
       
      See Item 9 for the Registrant's undertakings with respect to
indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.
     
ITEM 8.  EXHIBITS

      4     NHP Incorporated 1995 Incentive Stock Option Plan.  Incorporated by
            reference to Amendment No. 1 to Registration Statement on Form S-1, 
            No. 33-93110, filed June 28, 1995.

      5     Opinion of Wilmer, Cutler & Pickering

      24.1  Consent of Wilmer, Cutler & Pickering (contained in their opinion 
            filed as Exhibit 5)

                                     - 4 -
5

      24.2  Consent of Arthur Andersen LLP dated July 12, 1996

      25    Power of attorney (included on signature page)

ITEM 9.  UNDERTAKINGS

      The undersigned registrant hereby undertakes:
           
           (1)   To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement: (i)
      to include any prospectus required by Section 10(a)(3) of the Securities
      Act of 1933; (ii) to reflect in the prospectus any facts or events
      arising after the effective date of the registration statement (or the
      most recent post-effective amendment thereof) which, individually or in
      the aggregate, represent a fundamental change in the information set
      forth in the registration statement; (iii) to include any material
      information with respect to the plan of distribution not previously
      disclosed in the registration statement or any material change to such
      information in the registration statement; except, in the case of phrases
      (i) and (ii), to the extent the information required is contained in
      periodic reports filed by the registrant pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated herein by reference.

           (2)   That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time shall
      be deemed to be the initial bona fide offering thereof

           (3)   To remove from registration by means of a post-effective 
      amendment any of the securities being registered which remain unsold 
      at the termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                     - 5 -
6

                                   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 Vienna, Virginia on the 15th day of July 1996.

                                        NHP INCORPORATED                     
                                                                               
                                                                               
                                        By:   /s/ J. RODERICK HELLER, III    
                                           -------------------------------------
                                           J. Roderick Heller, III              
                                           Chief Executive Officer and President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints J. Roderick
Heller, III and Joel F. Bonder as his or her true and lawful attorneys-in-fact
each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                        Title                   Date
         ---------                        -----                   ----

/s/ J. RODERICK HELLER, III  Chairman of the Board,           July 15, 1996
- ---------------------------  Chief Executive Officer,
  J. Roderick Heller, III    President and Director
                             (principal executive officer)    

    /s/ ANN TORRE GRANT      Executive Vice President,        July 15, 1996
- ---------------------------  Chief Financial Officer
      Ann Torre Grant        and Treasurer
                             (principal financial officer)    

    /s/ JEFFREY J. OCHS      Vice President and Chief         July 15, 1996
- ---------------------------  Accounting Officer
      Jeffrey J. Ochs        (principal accounting officer)   

                                     - 6 -
7

         Signature                        Title                   Date
         ---------                        -----                   ----     

   /s/ RICHARD S. BODMAN     Director                         July 15, 1996
- ---------------------------
     Richard S. Bodman       

/s/ JOHN W. CREIGHTON, JR.   Director                         July 15, 1996
- ---------------------------
  John W. Creighton, Jr.     

    /s/ LLOYD N. CUTLER      Director                         July 15, 1996
- ---------------------------
      Lloyd N. Cutler        

  /s/ MICHAEL R. EISENSON    Director                         July 15, 1996
- ---------------------------
    Michael R. Eisenson      

     /s/ TIM R. PALMER       Director                         July 15, 1996
- ---------------------------
       Tim R. Palmer         

/s/ HERBERT S. WINOKUR, JR.  Director                         July 15, 1996
- ---------------------------
  Herbert S. Winokur, Jr.    

                                     - 7 -
8

                                 EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION                                                                            PAGE
- -------    -----------                                                                            ----
5          Opinion of Wilmer, Cutler & Pickering                                                   1

23.1       Consent of Wilmer, Cutler & Pickering (contained in their opinion filed as Exhibit 5)   1

23.2       Consent of Arthur Andersen LLP dated July 12, 1996                                      4

24         Power of attorney (included on signature page)
- 8 -