<PAGE> 1
   As filed with the Securities and Exchange Commission on September 13, 1996
                                              Registration No. 333- . . . . . .
===============================================================================

                           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
                            EXECUTIVE RETIREMENT SAVINGS 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        Amount of
Title of Securities    To Be     Offering Price     Aggregate      Registration
To Be Registered     Registered  Per Obligation   Offering Price       Fee
- -------------------------------------------------------------------------------
<S>                    <C>         <C>            <C>              <C>
Deferred
 Compensation
 Obligations (1)(2)   $1,500,000   100%           $1,500,000      $517.24

Plan Interests (2)
</TABLE>

(1) The Deferred Compensation Obligations are unsecured obligations of NHP
Incorporated (the "Company") to pay deferred compensation pursuant to the NHP
Incorporated Executive Retirement Savings Plan (the "Plan").

(2) Estimated solely for the purpose of determining the registration fee.

<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
Securities and Exchange Commission (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 Commission by NHP Incorporated (the
"Company") are incorporated herein by reference:

     (a)  The annual report on Form 10-K of 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.

     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

     The NHP Incorporated Executive Retirement Savings Plan (the "Plan") became
effective on October 1, 1994. The Company is registering $1,500,000 of Deferred
Compensation Obligations (the "Obligations") under this Registration Statement.
The Obligations are general unsecured obligations of the Company to pay deferred
compensation in the future, in accordance with the terms of the Plan, from the
general assets of the Company and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.

     The amount of compensation deferred by each participant is determined in
accordance with each participant's deferral election under the Plan.  In
addition, the Company may make certain contributions that match part or all of
the participant's deferrals and may make other contributions.  Obligations in an
amount equal to each participant's deferrals, any Company matching
contributions, any Company direct contributions, and appreciation or
depreciation in value on all contributions will be payable upon the
participant's termination of employment, death, or disability, with the
Company's contribution(s) subject, in some circumstances, to vesting
requirements.

     Under the Plan, Obligations may be indexed, at the election of the
participant, to one or more of several investment funds and/or the Company's
common stock. The Company has established an irrevocable rabbi trust through
which it may make investments to provide a source of funds to pay the
Obligations. The Company may but need not follow the participants' directions in
determining the investments in the rabbi trust. Each participant's Obligations
will be adjusted to reflect the investment experience of the index(es) the
participant has selected, including any appreciation or depreciation.

     A participant's Obligations cannot be alienated, pledged, or otherwise
encumbered or transferred. The Obligations are not subject to redemption, in
whole or in part, before the participant's termination, disability, retirement,
or death.  The Company has reserved the right to amend or terminate the Plan at
any time, except that no such amendment or termination will adversely affect a
participant's right to Obligations in the amount of the participant's account
balance as of the date of such amendment or termination (as that amount may
fluctuate based on the index(es)).

     The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations,
and each participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants, and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                        -2-

<PAGE> 3

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

     The Exhibits to this registration statement are listed in the Index to the
Exhibits on page 7 of this registration statement, which Index is herein
incorporated by reference.

ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

                                          -3-

<PAGE> 4

     (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 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.

                                         -4-

<PAGE> 5

                                     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 13th day of September, 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.

<TABLE>
<CAPTION>
       Signature                      Title                       Date
       ---------                      -----                       ----
<S>                           <C>                            <C>
/s/ J. Roderick Heller, III
- ---------------------------   Chairman of the Board,         September 13, 1996
J. Roderick Heller, III       Chief Executive Officer,
                              President and Director
                              (principal executive officer)


/s/ Ann Torre Grant
- ---------------------------   Executive Vice President,      September 13, 1996
   Ann Torre Grant            Chief Financial Officer
                              and Treasurer
                              (principal financial officer)

/s/ Jeffrey J. Ochs
- ---------------------------   Vice President and Chief      September 13, 1996
   Jeffrey J. Ochs            Accounting Officer
                              (principal accounting officer)
</TABLE>

                                         -5-

<PAGE> 6

<TABLE>
<CAPTION>
       Signature                      Title                       Date
       ---------                      -----                       ----
<S>                           <C>                            <C>
/s/ Richard S. Bodman
- ---------------------------   Director                       September 13, 1996
   Richard S. Bodman


/s/ John W. Creighton, Jr.
- ---------------------------   Director                       September 13, 1996
John W. Creighton, Jr.


/s/ Lloyd N. Cutler
- ---------------------------   Director                       September 13, 1996
    Lloyd N. Cutler


/s/ Michael R. Eisenson
- ---------------------------   Director                       September 13, 1996
  Michael R. Eisenson


/s/ Tim R. Palmer
- ---------------------------   Director                       September 13, 1996
     Tim R. Palmer


/s/ Herbert S. Winokur, Jr.
- ---------------------------   Director                       September 13, 1996
Herbert S. Winokur, Jr.
</TABLE>

                                         -6-

<PAGE> 7

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number          Description
- -------         -----------
<S>             <C>
4               NHP Incorporated Executive Retirement Savings Plan.

4.2             Certificate of Incorporation of the Company, including all
                amendments thereto, filed as Exhibit 3.1 to Form S-1 on June 5,
                1995 (Registration No. 33-93110) and incorporated herein by
                reference.

4.3             By-Laws of the Company filed as Exhibit 3.2 to Form S-1 on
                June 5, 1995 (Registration No. 33-93110) and incorporated
                herein by reference.

5               Opinion of Wilmer, Cutler & Pickering.

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

23.2            Consent of Arthur Andersen LLP dated September 11, 1996.

24              Power of attorney (included on signature page).
</TABLE>

                                        -7-
[{"type": "S-8", "sequence": "1", "description": "EXECUTIVE RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 19243}]
{"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": "333-11933", "film-number": "96629815"}, "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 September 13, 1996
                                              Registration No. 333- . . . . . .
===============================================================================

                           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
                            EXECUTIVE RETIREMENT SAVINGS 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        Amount of
Title of Securities    To Be     Offering Price     Aggregate      Registration
To Be Registered     Registered  Per Obligation   Offering Price       Fee
- -------------------------------------------------------------------------------
Deferred
 Compensation
 Obligations (1)(2)   $1,500,000   100%           $1,500,000      $517.24

Plan Interests (2)
(1) The Deferred Compensation Obligations are unsecured obligations of NHP
Incorporated (the "Company") to pay deferred compensation pursuant to the NHP
Incorporated Executive Retirement Savings Plan (the "Plan").

(2) Estimated solely for the purpose of determining the registration fee.
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
Securities and Exchange Commission (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 Commission by NHP Incorporated (the
"Company") are incorporated herein by reference:

     (a)  The annual report on Form 10-K of 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.

     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

     The NHP Incorporated Executive Retirement Savings Plan (the "Plan") became
effective on October 1, 1994. The Company is registering $1,500,000 of Deferred
Compensation Obligations (the "Obligations") under this Registration Statement.
The Obligations are general unsecured obligations of the Company to pay deferred
compensation in the future, in accordance with the terms of the Plan, from the
general assets of the Company and rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.

     The amount of compensation deferred by each participant is determined in
accordance with each participant's deferral election under the Plan.  In
addition, the Company may make certain contributions that match part or all of
the participant's deferrals and may make other contributions.  Obligations in an
amount equal to each participant's deferrals, any Company matching
contributions, any Company direct contributions, and appreciation or
depreciation in value on all contributions will be payable upon the
participant's termination of employment, death, or disability, with the
Company's contribution(s) subject, in some circumstances, to vesting
requirements.

     Under the Plan, Obligations may be indexed, at the election of the
participant, to one or more of several investment funds and/or the Company's
common stock. The Company has established an irrevocable rabbi trust through
which it may make investments to provide a source of funds to pay the
Obligations. The Company may but need not follow the participants' directions in
determining the investments in the rabbi trust. Each participant's Obligations
will be adjusted to reflect the investment experience of the index(es) the
participant has selected, including any appreciation or depreciation.

     A participant's Obligations cannot be alienated, pledged, or otherwise
encumbered or transferred. The Obligations are not subject to redemption, in
whole or in part, before the participant's termination, disability, retirement,
or death.  The Company has reserved the right to amend or terminate the Plan at
any time, except that no such amendment or termination will adversely affect a
participant's right to Obligations in the amount of the participant's account
balance as of the date of such amendment or termination (as that amount may
fluctuate based on the index(es)).

     The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations,
and each participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants, and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                        -2-
3

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

     The Exhibits to this registration statement are listed in the Index to the
Exhibits on page 7 of this registration statement, which Index is herein
incorporated by reference.

ITEM 9.  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

                                          -3-
4

     (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 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.

                                         -4-
5

                                     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 13th day of September, 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,         September 13, 1996
J. Roderick Heller, III       Chief Executive Officer,
                              President and Director
                              (principal executive officer)

/s/ Ann Torre Grant
- ---------------------------   Executive Vice President,      September 13, 1996
   Ann Torre Grant            Chief Financial Officer
                              and Treasurer
                              (principal financial officer)

/s/ Jeffrey J. Ochs
- ---------------------------   Vice President and Chief      September 13, 1996
   Jeffrey J. Ochs            Accounting Officer
                              (principal accounting officer)
-5-
6
Signature                      Title                       Date
       ---------                      -----                       ----
/s/ Richard S. Bodman
- ---------------------------   Director                       September 13, 1996
   Richard S. Bodman

/s/ John W. Creighton, Jr.
- ---------------------------   Director                       September 13, 1996
John W. Creighton, Jr.

/s/ Lloyd N. Cutler
- ---------------------------   Director                       September 13, 1996
    Lloyd N. Cutler

/s/ Michael R. Eisenson
- ---------------------------   Director                       September 13, 1996
  Michael R. Eisenson

/s/ Tim R. Palmer
- ---------------------------   Director                       September 13, 1996
     Tim R. Palmer

/s/ Herbert S. Winokur, Jr.
- ---------------------------   Director                       September 13, 1996
Herbert S. Winokur, Jr.
-6-
7

                                   EXHIBIT INDEX
Exhibit
Number          Description
- -------         -----------
4               NHP Incorporated Executive Retirement Savings Plan.

4.2             Certificate of Incorporation of the Company, including all
                amendments thereto, filed as Exhibit 3.1 to Form S-1 on June 5,
                1995 (Registration No. 33-93110) and incorporated herein by
                reference.

4.3             By-Laws of the Company filed as Exhibit 3.2 to Form S-1 on
                June 5, 1995 (Registration No. 33-93110) and incorporated
                herein by reference.

5               Opinion of Wilmer, Cutler & Pickering.

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

23.2            Consent of Arthur Andersen LLP dated September 11, 1996.

24              Power of attorney (included on signature page).
-7-