Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2004

                        BNP Residential Properties, Inc.
             (Exact name of registrant as specified in its charter)

Maryland                               1-9496                 56-1574675
--------                               ------                 ----------
(State of incorporation)      (Commission File Number)      (IRS Employer
                                                          Identification No.)

             301 S. College Street, Suite 3850, Charlotte, NC 28202
               (Address or principal executive offices, Zip Code)

Registrant's telephone number  704/944-0100

                                                  Total number of pages: 22

Item 5.  Other Events and Regulation FD Disclosure

         On February 23, 2004, BNP Residential Properties, Inc. completed the
placement of 1,175,519 shares of common stock at a price of $11.75 per share to
a number of institutional investors and mutual funds pursuant to a private

         The Company expects to use the net proceeds to fund future
acquisitions, repay bank debt, and for general corporate purposes.

         BNP Residential Properties, Inc. is a real estate investment trust
focused on owning and operating apartment communities. BNP owns and operates 20
apartment communities containing a total of 4,859 apartments and provides
third-party management services for 8 apartment communities containing a total
of 2,061 apartments. In addition to the apartment properties, the Company owns
40 restaurant properties that are leased on a triple-net basis to a restaurant
operator. The Company currently operates in the states of North Carolina, South
Carolina and Virginia.

         BNP Residential Properties, Inc. is structured as an UPREIT or umbrella
partnership real estate investment trust. The Company is the sole general
partner and owns a controlling interest in BNP Residential Properties Limited
Partnership, the operating partnership. All of the Company's operations are
conducted through the operating partnership.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

     Exhibit 10.1     Purchase Agreement by and among BNP Residential
                      Properties, Inc. and Purchasers for 1,175,519
                      shares of common stock, dated as of February 17, 2004.


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                BNP Residential Properties, Inc.

February 25, 2004               by:   /s/ Pamela B. Bruno
                                Pamela B. Bruno
                                Vice President, Controller and
                                Chief Accounting Officer