Washington, DC 20549


                                   FORM 8-K/A

                                 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 1, 2005

                        BNP RESIDENTIAL PROPERTIES, INC.
               (Exact name of registrant specified in its charter)

Maryland                       001-9496                    56-1574675
(State of                   (Commission                   (IRS Employer
Incorporation)              File Number)               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

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:

_____    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 1.01.  Entry into a Material Definitive Agreement.

         As previously reported on a current report on Form 8-K dated August 1,
2005, the Company agreed to employment agreement terms with each of Philip
Payne, chairman of the board, Scott Wilkerson, president and chief executive
officer, Pam Bruno, vice president, treasurer and chief financial officer, and
Eric Rohm, vice president and general counsel.

         On November 11, 2005, definitive employment agreements were executed to
document the terms of the employment agreements and related restricted stock
grants. In addition to the other compensation previously described in the
original current report on Form 8-K, upon termination of an executive's
employment by the Company without cause or by the executive for good reason (as
those terms are defined in the respective employment agreements):

o        any unvested Company stock options and unvested shares of restricted
         stock (including those granted in connection with the executive's
         employment agreement) that would have vested during the remainder of
         the executive's employment term (generally, 3 years for Messrs. Payne
         and Wilkerson and 1 year for Ms. Bruno and Mr. Rohm) will vest; and

o        the executive will receive cash payments during the applicable
         employment term equal to any dividend declared during that period on
         any shares of restricted stock that the executive forfeited as a result
         of his or her termination.

In addition to other compensation previously described, upon a change in control
or termination of an executive's employment without cause in contemplation of a
change in control, the executive is entitled to a lump sum cash payment equal to
the sum of each Special Dividend Amount (as defined below) with respect to any
Special Dividend (as defined below) paid while the executive is employed under
the agreement and before a change in control.

         A Special Dividend shall mean a dividend that (i) exceeds previous
customary amounts, (ii) exceeds cash flow from operations for the period and
(iii) follows a significant asset disposition or refinancing. The Special
Dividend Amount shall be the product of (x) the per share amount of a Special
Dividend designated as being in excess of an ordinary dividend and as being
related to proceeds from a significant asset disposition or refinancing and (y)
the number of shares of restricted stock held by the executive. The designation
referred to in the preceding sentence shall be made at the time of a Special
Dividend declaration and shall be made by the non-management members of the
Board of Directors of the Company. Such designation shall be in the sole
discretion of the non-management members of the Board of Directors of the
Company so long as they determine the amount in good faith.



         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 thereunto duly authorized.

                               BNP RESIDENTIAL PROPERTIES, INC.

                               By:               /s/ Pamela B. Bruno        
                                        Pamela B. Bruno
                                        Vice President, Treasurer and
                                        Chief Financial Officer

Dated:  November 17, 2005