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):   August 5, 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: 4

Item 5.  Other Events


         Effective August 5, 2004, BNP Residential Properties, Inc. acquired the
Fairington Apartments, located in Charlotte, North Carolina. We acquired this
community from The TC-Fairington Company, an unaffiliated party, for a contract
price of $18.5 million, paid in cash.

         The 33-acre property consists of 250 one-, two- and three-bedroom
apartments homes. The property also includes two swimming pools, two tennis
courts, and an exercise facility. At the acquisition date, physical occupancy
was approximately 91%, with an average base rental rate on occupied units of
approximately $700 per month. We expect to spend approximately $400,000 for
acquisition improvements at this community during the next 12 to 24 months.

         We funded the Fairington acquisition by the placement of a $13.4
million first deed of trust loan from SouthTrust Bank, N.A., at a variable rate
of 30-day LIBOR plus 1.75% for a three-year term with an optional 24-month
extension, along with a draw on our line of credit secured by Latitudes

         BNP Residential Properties, Inc. is a real estate investment trust
focused on owning and operating apartment communities. Following this
acquisition, BNP now owns and operates 24 apartment communities containing 5,921
apartments and provides third-party management services for 7 multi-family
communities containing 1,799 units. In addition to the apartment properties, we
own 40 restaurant properties that we lease on a triple-net basis to a restaurant
operator. We currently operate 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, which we refer to as the operating partnership. All of our
operations are conducted through the operating partnership.

         We issued a press release on August 5, 2004, to announce this
acquisition. A copy of this press release is included as Exhibit 99.1 to this

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release, dated August 5, 2004, "BNP Residential Properties
         Announces the Acquisition of Fairington Apartments"



       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.

August 9, 2004                    by:   /s/ Pamela B. Bruno
                                  Pamela B. Bruno
                                  Vice President, Treasurer and
                                  Chief Accounting Officer