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): May 4, 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: 8

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release, dated May 4, 2004, "BNP Residential Properties, Inc.
         Announces Operating Results for the First Quarter of 2004 "

Item 12.  Disclosure of Results of Operations and Financial Condition

       On May 4, 2004, BNP Residential Properties, Inc. issued a press release
announcing the results of operations and financial condition of the company as
of and for the quarter ended March 31, 2004. A copy of this press release is
included as Exhibit 99.1 to this report.


         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.

May 5, 2004                     by:   /s/ Pamela B. Bruno
                                Pamela B. Bruno
                                Vice President and
                                Chief Accounting Office