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 19, 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:  13

Item. 1.01 Entry into a Material Definitive Agreement.

         Effective May 19, 2005, the shareholders of BNP Residential Properties,
Inc. approved an amendment to the company's Amended and Restated 1994 Stock
Option and Incentive Plan (the "Plan"). This amendment:

o increases  the number of shares of our common  stock  issuable  under the Plan
from 570,000 shares to 1,260,000 shares;

o allows us to issue incentive stock options through May 19, 2015;

o  replaces  the   152,000-share   limit  on  Restricted  Stock  Awards  with  a
630,000-share  limit on Restricted Stock Awards,  Phantom Stock Awards and Other
Stock-Based Awards ("Full Value Awards"), combined;

o establishes minimum vesting periods for those Full Value Awards that cause the
total of all Full Value Awards to exceed 10% of the shares  authorized under the

o establishes limits on the amount of options and Stock Appreciation Rights that
may be granted to any one person in any calendar year;

o allows us to grant a greater  variety  of awards  payable in (or valued on the
basis of) our stock,  including interests in the future profits of the operating

o requires  that all stock  options have an exercise  price of no less than fair
market value on the date of grant;

o eliminates the ability to issue (without shareholder  approval) "reload" stock
options  whereby a participant  who uses existing  company shares to satisfy the
exercise  price of stock  options  automatically  is  granted  additional  stock
options to purchase the same number of shares as surrendered to the company;

o eliminates  liberal share "recycling"  provisions under the Plan, i.e., shares
reacquired  by the  company as  consideration  for the  exercise  price of stock
options or to satisfy tax withholding  obligations  would no longer be available
for issuance under the Plan;

o  eliminates  the  ability  to reduce the  exercise  or  purchase  price of any
outstanding  award  or  to  extend  the  original  term  of  an  option  without
shareholder approval; and

o sets the termination date of our Plan as May 19, 2015.

         A complete copy of the Plan, as amended, is included as an exhibit to
this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits

10.1     Amended and Restated 1994 Stock Option and Incentive Plan, as 
         amended May 19, 2005.


         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 27, 2005                            /s/ Pamela B. Bruno                 
                                     Pamela B. Bruno
                                     Vice President, Treasurer and
                                     Chief Accounting Officer