UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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)     January 6, 2006      
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                        BNP RESIDENTIAL PROPERTIES, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

          Maryland                       1-9496                  56-1574675
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(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    
                                                     ---------------------------


                                       N/A
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          (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:  4



Item. 8.01 Other Events.

         On January 6, 2006, BNP Residential Properties, Inc. issued a press
release announcing and describing refinance transactions for five property-based
loans. A copy of this press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.

         During the last week in December 2005, the Company completed refinance
transactions for five property-based first deed of trust loans in which the
Company prepaid five loans totaling $47.8 million. Each of these loans carried
an interest rate of 6.97% and was set to mature in December 2007. The loans were
replaced by five new loans totaling $73.8 million. Two of the new loans
(totaling $26.0) have a fixed interest rate of 5.58%, require interest- only
payments for a period of six years with thirty-year amortization thereafter and
mature in January 2016. Three of the new loans (totaling $47.8) have a fixed
interest rate of 5.497%, require interest-only payments for a period of seven
years with thirty-year amortization thereafter and mature in January 2016. Each
of the new loans, representing separate transactions, is secured by an
individual apartment property. As a result of the transactions the operating
partnership will incur an aggregate one-time charge of approximately $1.7
million in the fourth quarter of 2005. The Company realized net proceeds of
approximately $23.9 million from the refinancing transactions. Of this amount,
the Company used approximately $22.3 million to pay-down its operating lines of
credit. The balance of approximately $1.6 million was used for other corporate
purposes.

         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 January 6, 2006, issued by BNP Residential 
         Properties, Inc.


                                   SIGNATURES

         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.
                                           (Registrant)


January 9, 2006                               /s/ Pamela B. Bruno             
                                           -----------------------------------
                                           Pamela B. Bruno
                                           Vice President, Treasurer and
                                           Chief Accounting Officer


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