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)     December 7, 2004

                        BNP RESIDENTIAL PROPERTIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Maryland                       1-9496                  56-1574675
----------------------------    -----------------------      -------------------
(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                       Identification No.)

        301 S. College Street, Suite 3850
            Charlotte, North Carolina                          28202
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     (Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code    (704) 944-0100            

          (Former Name or Former Address, if Changed Since Last Report)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

        ---   Written communications pursuant to Rule 425 under the Securities 
              Act (17 CFR 230.425)

        ---   Soliciting material pursuant to Rule 14a-12 under the Exchange 
              Act (17 CFR 240.14a-12)

        ---   Pre-commencement communications pursuant to Rule 14d-2(b) under 
              the Exchange Act (17 CFR 240.14d-2(b))

        ---   Pre-commencement communications pursuant to Rule 13e-4(c) under 
              the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01.        Entry into a Material Definitive Agreement.

         On December 7, 2004, BNP Residential Properties, Inc. and our operating
partnership, BNP Residential Properties Limited Partnership, entered into
exchange agreements with Timberline Ventures, LLC, Laurel Springs II, LLC, Salem
Ridge/Shugart, LLC and Beach Investment Properties, LLC, and each entity's
respective members, pursuant to which BNP will acquire a portfolio of four
apartment communities containing an aggregate of 1,086 apartment units. The
aggregate purchase price for the properties will be approximately $51.8 million,
and consists of the assumption or refinancing of up to approximately $43.2
million of debt on the properties, with the remaining amount (estimated at
approximately $8.6 million) to be paid in operating partnership units with an
imputed value of $13.50 per unit. Under the terms of the exchange agreements, we
will issue all such operating partnership units at closing, except for 74,074
deferred units that we will issue one year after closing

         Each selling entity is an affiliate of Grover F. Shugart, Jr. and/or
Brian D. Shugart. Prior to the execution of the exchange agreements, Grover F.
Shugart, Jr. previously sold one apartment property to us in a similar
transaction in which he received units in our operating partnership as partial
consideration. Also, we currently manage each of the properties under a
third-party management contract. Other than as described above, no material
relationship existed between us and the contributors prior to the execution of
these agreements.

         The purchases of the properties under the exchange agreements are
subject to numerous customary conditions, including lender consents to the
assumption of debt and satisfactory completion by us of a due diligence review
of the properties. Also, we are not obligated to purchase any of the properties
unless we can complete the acquisition of all four properties under the exchange
agreements. The exchange agreements provide for completion of the purchases by
March 31, 2005; however, we provide no assurance that we will complete the
purchase of the properties under the exchange agreements.

         BNP Residential Properties, Inc. is a real estate investment trust
focused on owning and operating apartment communities. BNP currently owns and
operates 25 apartment communities containing 6,113 apartments and provides
third-party management services for 7 multi-family communities (including the
four communities described above) 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.



         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.

Date   December 9,  2004           By:        /s/ Pamela B. Bruno          
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                                            Pamela B. Bruno
                                            Vice President, Treasurer and
                                            Chief Accounting