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): July 19, 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: 3

Item 5.  Other Events

         On July 19, 2004, BNP Residential Properties, Inc. completed the
placement of 1,420,000 shares of common stock at a price of $12.50 per share to
a number of institutional investors and mutual funds pursuant to a registered
direct placement.

         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 23
apartment communities containing a total of 5,671 apartments and provides
third-party management services for 7 apartment communities containing a total
of 1,799 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 99.1     Press release, dated July 19, 2004, "BNP Announces
                      Closing of $17.75 Million Offering of Common Stock"


       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.

July 20, 2004                   by:   /s/ Philip S. Payne
                                Philip S. Payne
                                Chairman and Chief Financial Officer