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)     May 13, 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))

                                                    Total number of pages:  3

Item. 8.01 Other Events.

         Effective May 12, 2005, BNP Residential Properties, Inc. acquired Paces
Watch Apartments, located in Mount Pleasant, South Carolina, for a contract
price of $20.45 million. In conjunction with this acquisition, we executed a
$14.9 million note payable, secured by a mortgage and assignment of rents of the
apartment community.

         On May 12, 2005, we issued a press release announcing and describing
this transaction. A copy of this press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.

         The information included under Item 9.01 in this Current Report on Form
8-K (including Exhibit 99.1) shall not be deemed "filed" with the Securities and
Exchange Commission or incorporated by reference in any registration statement
filed by us under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits

99.1     Press release dated May 12, 2005, issued by BNP Residential 
         Properties, Inc.


         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.

May 13, 2005                              /s/ Pamela B. Bruno                
                                       Pamela B. Bruno
                                       Vice President, Treasurer and
                                       Chief Accounting Officer