EXHIBIT 99.2
                             AIMCO PROPERTIES, L.P.
                   C/O RIVER OAKS PARTNERSHIP SERVICES, INC.
                  P.O. BOX 2065 S. HACKENSACK, N.J. 07606-2065
                                 (888) 349-2005

                               [          ], 2002

                               OFFER TO PURCHASE
                          LIMITED PARTNERSHIP UNITS OF

                     VMS NATIONAL RESIDENTIAL PORTFOLIO II
            (A PARTICIPANT IN VMS NATIONAL PROPERTIES JOINT VENTURE)

Dear Limited Partner:

     We are offering to purchase limited partnership units of your partnership
in exchange for your choice per unit of:

     - 64.50 Partnership Common Units ("OP Units") of AIMCO Properties, L.P.,

     - $3,000 in cash, or

     - any combination of cash and OP Units.

     Our offer is being made pursuant to the enclosed Prospectus and Letter of
Transmittal, which sets forth all of the terms and conditions of our offer.
Please carefully review the Prospectus and Letter of Transmittal prior to making
a decision whether or not to exchange your units. Our offer is scheduled to
expire at midnight, New York City time, on [          ], 2002, unless otherwise
extended. You will not be required to pay any partnership transfer fees in
connection with any sale of your units pursuant to our offer.

     As with any investment decision, there are benefits and detriments to you
if you accept or decline our offer. If we purchase your units, you will receive
cash, OP Units or a combination thereof but you may recognize a gain or loss for
federal income tax purposes. If you sell your units for cash, your tax liability
may exceed the amount of cash that you receive. If you exchange any of your
units for OP Units, you will be subject to all of the risks associated with an
investment in AIMCO Properties, L.P.

     If you retain any of your units, you will continue to be a limited partner
in your partnership. However, you may not be able to liquidate your investment
until the partnership terminates. Under the terms of the restructuring plan of
the Joint Venture, the Joint Venture and your partnership would be required to
liquidate if the Joint Venture cannot refinance or otherwise repay its
indebtedness at maturity in 2008.

     AS A LIMITED PARTNER, YOU ARE LIKELY TO CONTINUE TO RECEIVE ALLOCATIONS OF
TAXABLE INCOME FROM THE PARTNERSHIP WITHOUT ANY CORRESPONDING DISTRIBUTIONS.
UNLESS YOU HAVE LOSSES FROM PASSIVE INVESTMENTS (INCLUDING THE JOINT VENTURE) OR
OTHER TAX ATTRIBUTES TO OFFSET SUCH TAXABLE INCOME, YOU MAY BE REQUIRED TO PAY
TAXES IN RESPECT OF SUCH INCOME WITHOUT ANY CORRESPONDING RECEIPT OF CASH. WE
CURRENTLY ESTIMATE, BASED ON CERTAIN PROJECTIONS, THAT PARTNERS IN YOUR
PARTNERSHIP WILL RECEIVE TAXABLE INCOME OF APPROXIMATELY $120,010 FOR 2002,
$996,611 FOR 2003, $1,123,893 FOR 2004, $1,232,876 FOR 2005, $1,328,159 FOR
2006, $1,411,870 FOR 2007 AND $1,474,653 FOR 2008. THE FOREGOING ARE MERELY
ESTIMATES, AND THERE CAN BE NO ASSURANCE THAT SUCH ESTIMATES WILL PROVE ACCURATE
IN THE FUTURE. THIS SITUATION HAS ARISEN PRIMARILY BECAUSE OF THE DECLINING
AMOUNT OF DEPRECIATION DEDUCTIONS FROM THE PROPERTIES IN WHICH YOUR PARTNERSHIP
HAS INVESTED (THROUGH THE JOINT VENTURE). ALL OF THE CASH FLOW IS CURRENTLY
DEDICATED TO THE PAYMENT OF OPERATING EXPENSES, CAPITAL EXPENDITURES AND DEBT
SERVICE. ACCORDINGLY, WE ESTIMATE THAT OVER THE NEXT SEVEN YEARS, THE OWNER OF
ONE LIMITED PARTNERSHIP UNIT WILL REALIZE APPROXIMATELY $29,498 IN TAXABLE
INCOME FROM YOUR PARTNERSHIP WITHOUT ANY CASH DISTRIBUTIONS TO PAY THE TAX DUE
THEREON.


     Our offer affords you the opportunity to exchange your unit today for 64.50
OP Units (worth $[          ] based on the last reported sale price on AIMCO's
Class A common stock on [          ], 2002) on a tax deferred basis, while also
avoiding the future allocations of taxable income from the partnership without
cash to pay the taxes thereon. Alternatively, you may sell your unit for $3,000
in cash in a taxable transaction (which, depending on your individual
circumstances, may result in taxes in excess of the sale proceeds).

     The general partner of your partnership is our subsidiary and, therefore,
has substantial conflicts of interest with respect to our offer. Although your
general partner has determined the consideration is fair from a financial point
of view based upon a number of factors described in the Prospectus, your general
partner makes no recommendation as to whether you should tender or refrain from
tendering your units in our offer. Your decision to tender should be based upon
the circumstances personal to you, including your financial position, your
desire for liquidity, other financial opportunities available to you, and the
tax consequences to you of selling your units.

     Please review the enclosed Prospectus for more information describing the
risks associated with our offer.

     If you desire to tender any of your units in response to our offer, you
should complete and sign the enclosed Letter of Transmittal in accordance with
the instructions set forth in the Letter of Transmittal. The signed Letter of
Transmittal and any other required documents should be sent to the Information
Agent, River Oaks Partnership Services, Inc., prior to the expiration of our
offer. The addresses for the Information Agent are P.O. Box 2065, South
Hackensack, New Jersey 07606-2065 (if sent by mail), and 111 Commerce Road,
Carlstadt, New Jersey 07072 -- Attention: Reorganization Department (if sent by
overnight courier service or by hand). You may also fax documents to the
Information Agent at 201-896-0910.

     If you have any questions or require further information, please call the
Information Agent, toll free, at (888) 349-2005.

                                          Very truly yours,

                                          AIMCO PROPERTIES, L.P.

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