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: 8

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release, dated August 5, 2004, "BNP Residential Properties, Inc.
         Announces Operating Results for the Second Quarter of 2004 "

Item 12.  Disclosure of Results of Operations and Financial Condition

       On August 5, 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 and six months ended June 30, 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.

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