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)     March 3, 2005            

                        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
---------------------------------------------------------- ---------------------
    (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 2.02 Results of Operations and Financial Condition

         On March 3, 2005, 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 year ended December 31, 2004. A copy of
this press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release, dated March 3, 2005, "BNP Residential Properties, Inc. 
         Announces Fourth Quarter and 2004 Operating Results"


         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.

March 4, 2005                     by:   /s/ Pamela B. Bruno          
                                  Pamela B. Bruno
                                  Vice President, Treasurer and
                                  Chief Accounting Officer