Edgar Filing: BNP RESIDENTIAL PROPERTIES INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12

BNP Residential Properties, Inc.

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

BNP RESIDENTIAL PROPERTIES, INC.
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301 South College Street, Suite 3850, Charlotte, NC 28202-6024,
Telephone 704/944-0100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held May 18, 2006

The annual meeting of shareholders of BNP Residential Properties, Inc.
will be held at the Hilton Charlotte & Towers Hotel, 222 East Third Street,
Charlotte, North Carolina, on Thursday, May 18, 2006, at 10:00 a.m., for the
following purposes:

1. To elect two directors; and
2. To transact such other business that may properly come before the meeting or
any adjournments thereof.

April 3, 2006, is the record date for the determination of shareholders
entitled to notice of and to vote at the meeting.

We cannot conduct the proposed business at the annual meeting unless the
holders of a majority of the votes entitled to be cast are present in person or
by proxy. Therefore, PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY. THE
PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.

By Order of the Board of Directors,

PHILIP S. PAYNE

Chairman

April 12, 2006

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IMPORTANT
Shareholders can help the company avoid the necessity and expense of sending
follow-up letters to ensure a quorum by promptly returning the enclosed proxy.
Please mark, date, sign and return the enclosed proxy in order that the
necessary quorum may be represented at the meeting. The enclosed envelope
requires no postage if mailed in the United States.
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BNP RESIDENTIAL PROPERTIES, INC.
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301 South College Street, Suite 3850, Charlotte, NC 28202-6024,
Telephone 704/944-0100

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
to be held May 18, 2006

April 12, 2006

GENERAL INFORMATION

The Board of Directors of BNP Residential Properties, Inc. (the "company")
solicits the enclosed proxy in connection with the annual meeting of
shareholders to be held on Thursday, May 18, 2006 at the Hilton Charlotte &
Towers Hotel, 222 East Third Street, Charlotte, North Carolina. We expect to
mail the proxy, proxy statement and notice of meeting to shareholders on April
13, 2006.

WHO CAN VOTE

Stockholders owning BNP Residential Properties, Inc. common stock as of the
close of business on April 3, 2006, the record date, are entitled to vote at the
annual meeting. A shareholder of record on the record date is entitled to one
vote for each share held. At the close of business on April 3, 2006 there were
10,407,448 shares of common stock issued, outstanding and eligible to vote. If
you own any shares in the company's Dividend Reinvestment and Stock Purchase
Plan, the enclosed proxy includes the number of shares you have in the plan on
the record date, as well as the number of shares directly registered in your
name.

ISSUES TO BE VOTED UPON

The following matters will be presented for consideration at the meeting:

o The election of two directors.

The foregoing proposal is submitted on behalf of the Board of Directors. Other
business may be addressed at the meeting if it properly comes before the
meeting; however, we are not aware of any such other business.

HOW TO VOTE

You may vote your shares in person at the meeting or by proxy. We recommend that
you vote your shares by proxy even if you plan to attend the meeting. If you
choose to attend the meeting, please bring proof of stock ownership and proof of
identification to the meeting.

If you are a registered shareholder--that is, you hold your shares directly
registered in your own name--you may vote your shares by proxy by completing,
signing, dating and returning the enclosed proxy card.

If your shares are held in a stock brokerage account or in the name of a bank or
other nominee on your behalf, your shares are held in "street name." The bank,
broker or nominee is the registered shareholder and you are considered the
beneficial owner of the shares. As the beneficial owner of these shares, you
have the right to direct your broker, bank or nominee to vote your shares by

following the voting instructions included with these materials from your
broker, bank or nominee. If you want to vote shares that you hold in street name
in person at the meeting, you must request a legal proxy from the bank, broker
or other nominee that holds your shares, and present that proxy and proof of
identification at the meeting.

CHANGING A VOTE

You may revoke your proxy at any time before voting begins on any proposal at
the meeting. You may do this by filing with the Secretary of the company a
written notice of your revocation, by delivering a duly executed proxy bearing a
later date or by attending the meeting and voting in person. If you attend the
meeting, you may withdraw your proxy at the meeting and vote your shares in
person. Executing your proxy will not, in any way, affect your right to attend
the meeting, revoke your proxy and vote in person. If your shares are held in
street name, you will need to contact your bank, broker or other nominee
regarding revocation of proxies.

QUORUM REQUIRED TO HOLD THE MEETING

In order to conduct the meeting, a quorum of shareholders must be present. For
purposes of all matters to be voted upon, the presence in person or by proxy of
at least a majority of the shares of the company's common stock entitled to vote
at the meeting will constitute a quorum. Abstentions and broker "non-votes"
count as present for purposes of establishing a quorum at the meeting. If you
return a valid proxy or vote in person, your shares will be counted for purposes
of determining a quorum, even if you abstain from any matter introduced at the
meeting.

WHAT VOTE IS REQUIRED

With respect to Proposal One, Election of Directors, the two nominees receiving
the highest number of votes from the holders of common shares present at the
meeting (in person or by proxy) will be elected. Abstentions on Proposal One,
Election of Directors, will not be counted as votes cast and will have no effect
on the result of the vote.

COUNTING VOTES

Every proxy returned in time to be voted at the meeting will be voted. If
specific voting instructions are provided in the proxy, the shares represented
by that proxy will be voted as instructed. If the proxy is executed but no
instruction is given, the votes will be cast "FOR" the nominees for directors,
and in the discretion of the proxy holder on any other matter that may properly
come before the meeting or any adjournment or postponement thereof, unless
otherwise indicated.

VOTING RESULTS

The preliminary voting results will be announced at the meeting. The final
voting results will be published in our quarterly report on Form-10Q for the
second quarter of 2006.

PROXY SOLICITATION AND COSTS

The company will bear the costs of this solicitation. In addition to soliciting
proxies by mail, we may also solicit proxies by personal interview or telephone.
In addition to directors or officers of the company, certain independent
solicitation agents may solicit proxies on our behalf. We have retained
Corporate Communications, Inc. and American Stock Transfer & Trust Company to
assist

in identifying and contacting shareholders for soliciting proxies. We expect the
cost of these services to be approximately $5,000, exclusive of certain other
fees we pay to American Stock Transfer & Trust Company and Corporate
Communications, Inc. related to the meeting.

DELIVERY OF PROXY MATERIALS

Only one annual report for 2005 and proxy statement for the 2006 annual
meeting is being delivered to multiple shareholders of record who share the same
address and last name unless the company received contrary instructions from the
affected shareholder. This practice is known as "householding." The company has
been notified that certain brokers and banks that hold stock for their customers
will also household annual reports and proxy statements. Each shareholder who
resides at a householded address will be mailed a separate proxy card. The
company will promptly deliver a separate paper copy of the annual report and
proxy statement to a shareholder at a shared address to which to single copy of
these documents was delivered upon receiving oral or written request from the
shareholder. Oral notice should be made to our Investor Relations officer at
704/944-0100; written notice should be sent to BNP Residential Properties, Inc.,
Attn: Investor Relations, 301 S. College Street, Suite 3850, Charlotte, North
Carolina 28202. Any shareholders of record sharing an address who now receive
multiple copies of the company's annual report and proxy statement and who wish
to receive only one copy of these materials per household in the future should
likewise contact the company's Investor Relations officer by telephone or mail
as instructed above.

A copy of our 2005 Annual Report on Form 10-K will be provided to any
shareholder without charge (except for exhibits) upon written request to BNP
Residential Properties, Inc., Attn: Investor Relations, 301 S. College Street,
Suite 3850, Charlotte, North Carolina 28202.

PROPOSAL ONE:
ELECTION OF DIRECTORS

Our Board of Directors consists of six directors. Our bylaws provide
that directors' terms of office expire on a staggered basis. Terms of office for
W. Michael Gilley and Peter J. Weidhorn expire at the 2006 annual meeting of
shareholders. Messrs. Gilley and Weidhorn are nominees for election to the Board
of Directors to serve for a period of three years, until the 2009 annual
meeting, or until each director's successor is elected and qualified.

The current directors hold office for the terms described below or
until their successors are elected and qualified. We have set forth below a
listing and brief biography of each of the current directors, including those
persons nominated for election to the Board of Directors:

Name Age Position Director Since
-------------------------- ------- ---------------------------- ----------------

Directors serving until the 2006 annual meeting:
W. Michael Gilley 50 Director December 1997
Peter J. Weidhorn 58 Director December 2001

Directors serving until the 2007 annual meeting:
Philip S. Payne 54 Chairman December 1997
Stephen R. Blank 60 Director May 1999

Name Age Position Director Since
-------------------------- ------- ---------------------------- ----------------

Directors serving until the 2008 annual meeting:
D. Scott Wilkerson 48 Director, President,
Chief Executive Officer December 1997
Paul G. Chrysson 51 Director December 1997

Philip S. Payne - Chairman of the Board of Directors. Mr. Payne joined BT
Venture Corporation, which was subsequently purchased by the company, in 1990 as
Vice President of Capital Markets Activities and became Executive Vice President
and Chief Financial Officer in January 1993. He was named Treasurer in April
1995 and a Director in December 1997. In January 2004, Mr. Payne was named
Chairman of the Board of Directors. From 1987 to 1990, he was a principal in
Payne Knowles Investment Group, a financial planning firm. From 1983 to 1987, he
was a registered representative with Legg Mason Wood Walker. From 1978 to 1983,
Mr. Payne practiced law, and he currently maintains his license to practice law
in Virginia. He received a BS degree from the College of William and Mary in
1973 and a JD degree in 1978 from the same institution. He is a member of the
board of directors of the National Multi Housing Council and is a member of the
Urban Land Institute (Multi Family Council - Gold). In addition, he is a member
of the board of directors of Ashford Hospitality Trust, a REIT focused on the
hospitality industry, and serves as chairman of its audit committee.

D. Scott Wilkerson - Director, President, Chief Executive Officer. Mr. Wilkerson
joined BT Venture Corporation, which was subsequently purchased by the company,
in 1987 and served in various officer-level positions, including Vice President
of Administration and Finance and Vice President for Acquisitions and
Development before becoming President in January 1994. He was named Chief
Executive Officer in April 1995 and a Director in December 1997. From 1980 to
1986, Mr. Wilkerson was with Arthur Andersen LLP in Charlotte, North Carolina,
serving as tax manager from 1985 to 1986. His specialization was in the
representation of real estate investors, developers and management companies.
Mr. Wilkerson received a BS degree in accounting from the University of North
Carolina at Charlotte in 1980. He is a certified public accountant and licensed
real estate broker. He serves on the boards of directors of the National Multi
Housing Council and the National Apartment Association. He is a past president
of both the Apartment Association of North Carolina and the Charlotte Apartment
Association. He is active in various professional, civic and charitable
activities.

Stephen R. Blank - Director. Mr. Blank is a Senior Fellow, Finance, with the
Urban Land Institute, and has served in such capacity since 1998. From 1993 to
1998, he was the Managing Director for Real Estate Investment Banking with CIBC
Oppenheimer Corp. He is an independent trustee of Ramco-Gershenson Properties
Trust, and serves on the board of directors of MFA Mortgage Investments, Inc.
Mr. Blank serves as the chair of the audit committees for both Ramco-Gershenson
Properties Trust and MFA Mortgage Investments, Inc. He has over 20 years
experience as a senior real estate investment banking officer, advising and
evaluating a wide array of real estate companies, including publicly reporting
companies.

Paul G. Chrysson - Director. Mr. Chrysson is President of C.B. Development
Company, Inc., a developer of single-family and multi-family residential
properties, and has served in that capacity since 1986. Mr. Chrysson is a member
of the Board of Advisors of Wachovia Bank (Forsyth County). He is a former
director of Triad Bank and United Carolina Bank (North Carolina) and has served
on the boards of various charitable organizations. He has been a licensed real
estate broker since 1974 and has been actively involved in construction since
1978.

W. Michael Gilley - Director. Mr. Gilley has been a private real estate investor
and developer of single-family and multi-family residential properties since
1990. From January 1995 to January 1997, he was Executive Vice President of
Greenbriar Corporation. He also served on their board of directors from
September 1994 to September 1996. Greenbriar owned and operated assisted living
and retirement centers. He has been a licensed real estate broker since 1984.

Peter J. Weidhorn -Director. Mr. Weidhorn is a consultant and private real
estate investor in the multi-family housing market and has served in such
capacity from 2003 to present. From 2000 to 2003, Mr. Weidhorn served as
Director of Acquisitions for Westminster Management. From 1998 to 2000, he was
Chairman of the Board, President and Director of WNY Group, Inc., a real estate
investment trust that owned and operated 8,000 apartment units throughout New
Jersey, Pennsylvania, Delaware and Maryland prior to its sale to the Kushner
Companies. From 1981 to 1998, he was President of WNY Management Corp. Mr.
Weidhorn serves on the boards of directors of Monmouth Real Estate Investment
Corporation and The Community Development Trust, and is a past president of the
New Jersey Apartment Association. Mr. Weidhorn currently serves as the chair of
the audit committees of both Monmouth Real Estate Investment Corporation and The
Community Development Trust. He has over 30 years of experience in the
management, acquisition, and financing of commercial real estate. Mr. Weidhorn
is a certified public accountant (inactive). He is active in various
professional, civic and charitable activities.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors of the company recommends that the common
shareholders vote FOR W. Michael Gilley and Peter J. Weidhorn as directors to
hold office for three-year terms, expiring at the 2009 annual meeting of
shareholders, or until their successors are elected and qualified.

BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP

DIRECTOR INDEPENDENCE

The rules of the American Stock Exchange require that at least a
majority of the members of the Board must be independent as defined in such
rules. With the exception of Philip S. Payne, our Chairman, and D. Scott
Wilkerson, our President and Chief Executive Officer, our Board has
affirmatively determined that the remaining members of our Board are independent
as required by the rules of the American Stock Exchange and that a majority of
the Board is therefore comprised of independent directors.

BOARD COMMITTEES

The Board of Directors has three standing committees - the Audit
Committee, the Management Compensation Committee and the Nominating Committee.
Each of these committees has a written charter approved by the Board. A copy of
each charter may be found on our website at www.bnp-residential.com (select
Corporate Information, then Corporate Governance, then Board Committees).

Audit Committee

The Audit Committee currently consists of Messrs. Blank (Chairman),
Gilley and Weidhorn. All three members are considered "independent" under the
rules of the American Stock Exchange. The committee engages the independent
registered public accounting firm of the company and reviews with the
independent registered public accounting firm the scope and results of the
company's audits and the company's internal accounting controls.

Management Compensation Committee

The Management Compensation Committee currently consists of Messrs.
Weidhorn (Chairman), Blank and Chrysson. All three members are considered
"independent" under the rules of the American Stock Exchange. The committee is
responsible for ensuring that a proper system of short- and long-term
compensation is in place to provide performance-oriented incentives to
management.

Nominating Committee

The Nominating Committee currently consists of Messrs. Chrysson
(Chairman), Gilley and Blank. All three members are considered "independent"
under the rules of the American Stock Exchange. The committee reviews and makes
recommendations to the Board of Directors as to changes in size, composition,
organization and operational structure of the Board and its committees; makes
recommendations to the Board with respect to director nominees and nominees for
appointment as members of the respective committees of the Board; and on an
annual basis reports to the Board with an assessment of the Board's performance.

In identifying potential candidates for nomination as a director, the
Nominating Committee may use a variety of resources--including recommendations
from management and current Board members, as well as inquiries to significant
shareholders and others. The Nominating Committee also has the sole authority to
retain and terminate any outside search firm it may deem appropriate. The
Nominating Committee has not yet adopted specific minimum qualifications,
qualities or skills for being named as a director of the company.

The Nominating Committee does not currently have a policy for the
consideration of director candidates recommended by shareholders. The Board
believes it is appropriate for the company not to have such a policy in order to
retain the maximum flexibility in reacting to such recommendations, depending on
factors such as the Board's current composition and the nature of any
recommendations.

COMMUNICATIONS WITH DIRECTORS

Shareholders who wish to contact any of our directors, either
individually or as a group, may do so by writing to them c/o Corporate
Secretary, BNP Residential Properties, Inc., 301 S. College Street, Suite 3850,
Charlotte, North Carolina 28202. Shareholder letters are screened by company
personnel to filter out improper or irrelevant topics, such as solicitations.
Correspondence involving an ordinary business matter will be forwarded to the
company's management for handling to allow timely response to such matters. All
other correspondence will be forwarded to the director to whom it was addressed.
If no particular director is named, the communication will be forwarded to the
appropriate committee chair depending on the subject matter. Any communication
to the

Board may be sent to management to enable the company to research and assist in
responding to the concern as appropriate.

BOARD AND BOARD COMMITTEE MEETINGS

The Board of Directors met thirteen times during the year ended
December 31, 2005, including five special meetings. During 2005, the Board
committees met as follows: Audit Committee, six times; Nominating Committee, one
time; Management Compensation Committee, four times. All directors attended at
least 75 percent of the meetings of the Board and of the committees on which
they served. The independent members of the Board met in executive session
during each in-person meeting of the Board.

ATTENDANCE AT ANNUAL MEETING

We do not have a formal policy requiring directors' attendance at our
annual meeting of shareholders, but encourage our directors to attend the
meeting. Historically, all of our directors have attended our annual meetings of
shareholders, and all of our directors attended our annual meeting of
shareholders held in May 2005.

COMPENSATION OF DIRECTORS

During 2005, we paid directors' fees to each director who is not an
executive officer of the company. During the year ended December 31, 2005,
Messrs. Blank, Chrysson, Gilley, and Weidhorn were each paid annual retainers of
$12,000 plus fees totaling $9,250 each for participation in board meetings.
Messrs. Wilkerson and Payne did not receive any compensation for their service
as directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our Management Compensation Committee are Messrs. Weidhorn,
Blank and Chrysson. All three members are considered "independent" as defined by
rules of the American Stock Exchange. Mr. Weidhorn is identified below under
"Certain Relationships and Related Transactions - BNP Residential Properties,
Inc. and Preferred Investment I, LLC." Mr. Chrysson is identified below under
"Certain Relationships and Related Transctions - BNP Residential Properties,
Inc. and the Chrysson Parties."

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - COMMON STOCK

The following table provides certain information regarding beneficial
ownership of common stock as of March 28, 2006, by each person or group known to
be the beneficial owner of more than 5% of the company's common stock.

Common Shares
Beneficially Owned
Name and address of beneficial owner Number
Percent
----------------------------------------------------------------------- ------------------- -------------------

Cliffwood Partners LLC and affiliates 552,900 5.3%
11726 San Vicente Blvd., #600, Los Angeles CA 90049

The following table provides certain information regarding beneficial
ownership of common stock as of March 28, 2006, by each of the directors and
named executive officers, and by all directors and executive officers as a
group.

Common Shares
Beneficially Owned
Directors and Officers (1) Number Percent
-------------------------------------------- ------------------- --------------

Philip S. Payne (2) 259,570 2.5%
D. Scott Wilkerson (3) 163,343 1.6%
Stephen R. Blank 1,000 *
Paul G. Chrysson (4) 293,766 2.8%
W. Michael Gilley (5) 292,145 2.7%
Peter J. Weidhorn 469,817 4.5%
Pamela B. Bruno (6) 70,621 *
Eric S. Rohm 30,000 *
All directors and executive officers
as a group (8 persons) (7) 1,580,262 14.2%
* Less than 1 percent.
(1) Address for each person listed herein is 301 South College Street,
Suite 3850, Charlotte NC 28202.
(2) Includes exercisable options for 100,000 shares of common stock.
(3) Includes exercisable options for 50,000 shares of common stock.
(4) Includes 276,766 shares issuable (at the company's option) in satisfaction
of the right to redeem the same number of units owned by Mr. Chrysson in
the operating partnership.
(5) Includes 292,145 shares issuable (at the company's option) in satisfaction
of the right to redeem the same number of units owned by Mr. Gilley in the
operating partnership.
(6) Includes exercisable options for 28,000 shares of common stock.
(7) Includes exercisable options for 178,000 shares and 568,911 shares issuable
(at the company's option) in satisfaction of the right to redeem the same
number of units in the operating partnership.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides summary information about securities
issuable under our current Stock Option and Incentive Plan as of December 31,
2005.

Number of securities
Number of securities to Weighted average remaining available for
be issued upon exercise exercise price of future issuance
of outstanding options, outstanding options, under equity
Plan category warrants and rights warrants and rights compensation plans
---------------------------- -------------------------- -------------------------- --------------------------

Equity compensation plans
approved by security
holders 270,000 $12.08 633,000

Equity compensation plans
not approved by security
holders - - -
-------------------------- -------------------------- --------------------------

Total 270,000 $12.08 633,000
========================== ========================== ==========================

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

BNP RESIDENTIAL PROPERTIES, INC. AND PREFERRED INVESTMENT I, LLC

During 2001 through 2003, we issued a total of 909,090 shares of our Series B
Cumulative Convertible Preferred Stock to Preferred Investment I, LLC for net
proceeds of $9.6 million. We redeemed these preferred shares in November 2005 on
a one-for-one basis by issuing 909,090 shares of our common stock to Preferred
Investment I, LLC, of which 454,545 were registered to Weidhorn Enterprises, a
partnership between Peter J. Weidhorn and his wife.

Peter J. Weidhorn, the managing member of Preferred Investment I, LLC, ceased
serving as the Series B Director on our Board of Directors when we redeemed the
Series B shares and was named a regular director by our Board of Directors, to
serve until the 2006 annual meeting of shareholders.

BNP RESIDENTIAL PROPERTIES, INC. AND THE CHRYSSON PARTIES

In July 2004, we acquired Savannah Shores Apartments from members of a
group that we refer to as the Chrysson Parties. We subsequently sold this
property in October 2005 at a contract price of $22.75 million. The initial
purchase price was $12.5 million, including assumption of $12.2 million in debt
obligations and $0.2 million net operating liabilities in excess of operating
assets acquired, and issuance of 7,695 operating partnership units with an
imputed value of $0.1 million. The acquisition agreement provided for potential
earn-out of additional purchase consideration of up to $1.7 million, which we
paid through issuance of 130,770 operating partnership units in October 2005. In
previous years during 1997 through 2002, we issued 1.5 million operating
partnership common units to acquire eight apartment communities from this group.

Messrs. Chrysson and Gilley, who serve on our Board of Directors, are
members of the Chrysson Parties.

NOTES RECEIVABLE FROM MANAGEMENT

In 1996 through 1999, Messrs. Wilkerson and Payne each borrowed $70,000
on an interest-free basis from the company. The loans are secured by shares of
the company's common stock and are payable in full six months after termination
of employment.

EXECUTIVE COMPENSATION

The following tables provide information regarding the annual and
long-term compensation of our chief executive officer, and the other most highly
paid executive officers whose total salary and bonus exceeded $100,000 in 2005.
We refer to them as the "named executive officers."

Summary Compensation Table

Long-term
Annual compensation Compensation
------------------------------------------------------
Restricted Stock
Name and Principal Position Year Salary Bonus Other (1) Awards (2)
-----------------------------------------------------------------------------------------------------------

D. Scott Wilkerson, President, 2005 $270,000 $ - $184,500 $1,099,000
Chief Executive Officer 2004 228,750 11,250 59,189 -
2003 225,000 - - -

Philip S. Payne, Chairman of the 2005 270,000 - - 1,099,000
Board of Directors 2004 228,750 11,250 67,500 -
2003 225,000 - - -

Eric S. Rohm, Vice President, 2005 180,000 - - 471,000
Secretary, General Counsel 2004 145,000 15,000 -
2003 140,000 - -

Pamela B. Bruno, Vice President, 2005 180,000 - - 471,000
Treasurer, Chief Financial Officer, 2004 145,000 15,000 8,100 -
Assistant Secretary 2003 136,250 18,750 - -

Alex S. Burris, Vice President - 2005 80,770 - - -
Operations

(1) Amounts reflect the value realized in exercise of stock options.
(2) All restricted stock awards were nonvested at the date of grant, August 1,
2005, and will vest 10% per year beginning July 1, 2006, and on each July 1
thereafter until fully vested. All shares carry dividend and voting rights.
As of December 31, 2005, all such shares were nonvested, and amounts and
values of such restricted shares were 70,000 shares valued at $1,120,000
for each of Messrs. Wilkerson and Payne, and 30,000 shares valued at
$480,000 for each of Mr. Rohm and Ms. Bruno.

The following table provides information regarding exercises of stock
options by named executive officers during 2005 as well as the value of
unexercised stock options held by named executive officers as of December 31,
2005. No options were granted during the year ended December 31, 2005.

Aggregated Option Exercises in 2005 and Year-end Option Values

Number of Securities
Number of Underlying Unexercised Value of Unexercised
Shares Value Options at In-the-Money Options at
Acquired in Realized in Fiscal Year End Fiscal Year End
Name Exercise Exercise Exercisable/Unexercisable Exercisable/Unexercisable
-----------------------------------------------------------------------------------------------------------

D. Scott Wilkerson 50,000 $184,500 50,000 - $143,750 -

Philip S. Payne - - 100,000 - 331,250 -

Pamela B. Bruno - - 30,000 - 95,000 -

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

In November 2005, the company executed definitive employment agreements
and related restricted stock grants, effective August 1, 2005, with each of
Philip S. Payne, Chairman of the Board of Directors, D. Scott Wilkerson,
President and Chief Executive Officer, Pamela B. Bruno, Vice President,
Treasurer and Chief Financial Officer, and Eric S. Rohm, Vice President,
Secretary and General Counsel.

The term of each agreement for Messrs. Payne and Wilkerson is three
years. For each of Ms. Bruno and Mr. Rohm, the term is one year. Each agreement
automatically renews daily for the applicable term unless prior written notice
is given. Messrs. Payne and Wilkerson will each be paid a base salary of
$300,000 per year. Ms. Bruno and Mr. Rohm will each be paid a base salary of
$200,000 per year. The Board of Directors may grant an annual bonus to each
executive at its discretion. The executives are also entitled to other customary
employment benefits including health, life and supplemental insurance and paid
time off.

The Board also granted restricted stock awards as of August 1, 2005, to
the executives discussed above. Messrs. Payne and Wilkerson each received 70,000
shares, and Ms. Bruno and Mr. Rohm each received 30,000 shares. The shares vest
annually at the rate of 10% per year, subject to applicable change-of-control
provisions discussed below. The restricted stock carries all rights of
ownership, including the receipt of dividends. The full terms of the restricted
stock grants are included in the employment agreements, copies of which are
attached as exhibits to our 2005 Annual Report on Form 10-K.

Upon termination by the company without cause or by the executive for
good reason (as those terms are defined in the respective employment
agreements), not in connection with a change in control, each executive will
receive:

o a lump sum equal to the remaining employment term times the sum of the
executive's current base salary and average annual bonuses earned over
the three years prior to the effective date of termination; the
executive also will be entitled to continued health, life and
disability coverage for the remainder of the contract term or until
securing other

employment, subject to limitations imposed by tax laws and the
company's plans;

o any unvested company stock options and unvested shares of restricted
stock that would have vested during the remainder of the executive's
employment terms will vest; and

o the executive will receive cash payments during the applicable
remaining 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.

Upon a change in control, or if the executive is terminated without
cause in contemplation of a change in control, each executive will receive:

o a lump sum equal to his/her current base salary for the remaining
employment term (unless the executive is offered and accepts employment
with the acquiror);

o a lump sum equal to the fair market value of 150,000 shares for Messrs.
Payne and Wilkerson, and 25,000 shares for Ms. Bruno and Mr. Rohm;

o a lump sum equal to the sum of each Special Dividend Amount with
respect to any Special Dividend paid while the executive is employed
under the agreement and before a change in control; and

o full and immediate vesting of all company stock options and shares of
restricted stock issued to the executive.

A Special Dividend is any dividend that exceeds previous customary amounts,
exceeds cash flow from operations for the period, and follows a significant
asset disposition or refinancing. The Special Dividend Amount is the product of
the per share amount of a Special Dividend and 150,000 shares for Messrs. Payne
and Wilkerson, and 25,000 shares for Ms. Bruno and Mr. Rohm.

MANAGEMENT COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION

The Management Compensation Committee is providing this report to
assist shareholders in understanding our objectives in establishing the
compensation of our executive officers. The Management Compensation Committee is
responsible for establishing and administering the company's executive
compensation plan.

We believe that the executive officers' compensation should:

o Link rewards to business results and shareholder returns;

o Encourage creation of shareholder value and achievement of strategic
objectives;

o Maintain an appropriate balance between base salary and short- and
long-term incentive opportunity;

o Attract and retain, on a long-term basis, high-caliber personnel; and

o Provide total compensation opportunity that is competitive with other
REITs, taking into account relative company size and performance, as well
as individual responsibilities and performances.

There are three key components to the executive compensation program:
base pay, short-term incentives and long-term incentives.

Base pay for the executive officers is designed to be competitive with
that paid by other REITs, considering the size of the company and individual
responsibilities and performance. We review base pay for the executive officers
annually.

We base short-term incentives, generally cash payments, on the
attainment of certain targeted performance results. These targets include
measures such as total shareholder return, operating earnings, funds from
operations, cash flow and increasing the size and diversity of our portfolio.
Individual awards depend on our assessments of individual performance and the
company's success in meeting the specified targets.

Long-term incentives may include a variety of incentives, including
stock options, stock appreciation rights, phantom stock and direct grants of the
company's stock. The company has reserved 633,000 shares of common stock for
issuance under the Stock Option and Incentive Plan that was adopted in 1994, as
amended in 2005. As of December 31, 2005, options for 270,000 shares of common
stock were outstanding.

2005 Compensation of the CEO

D. Scott Wilkerson became president of the company on October 1, 1994,
and was named chief executive officer in April 1995. Mr. Wilkerson's employment
contract, effective August 1, 2005, provides for an initial base salary of
$300,000, annual discretionary bonuses, and participation in an incentive
compensation plan. The Management Compensation Committee determined Mr.
Wilkerson's 2005 base salary of $300,000 in the same manner as described above
for other executive officers.

Management Compensation Committee

Peter J. Weidhorn
Stephen R. Blank
Paul G. Chrysson

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has reappointed Grant
Thornton LLP to serve as our independent registered public accounting firm for
the fiscal year ending December 31, 2006.

Grant Thornton LLP has served as our principal independent registered
public accounting firm since September 2005. The Audit Committee engaged Grant
Thornton LLP to serve as our independent registered public accounting firm for
the fiscal year ending December 31, 2005. The Audit Committee also approves in
advance all engagements of Grant Thornton LLP for audit-related, tax and other
services.

Ernst & Young LLP served as our principal accountant and independent
auditor from October 1996 until September 2005. The Audit Committee engaged
Ernst & Young LLP to serve as our independent auditors for the fiscal years
ending December 31, 2004, and through September 2005. In September 2005 the
company dismissed Ernst & Young LLP as the principal accountant to audit the
company's consolidated financial statements. The Audit Committee approved the
decision to change accountants. Ernst & Young LLP's reports on the company's
consolidated financial statements for the years ended December 31, 2004 and 2003
did not contain an adverse opinion or a disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope, or accounting
principles. In connection with Ernst & Young LLP's audits of the company's
consolidated financial statements for the years ended December 31, 2004 and
2003, and through September 16, 2005, there have been no disagreements between
the company and Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would
have caused Ernst & Young LLP to make reference to the subject matter of such
disagreement in its reports. No "reportable events" (as defined by Item
304(a)(1)(v) of Regulation S-K) occurred during the two most recent fiscal years
and through September 2005.

Ernst & Young LLP continues to provide tax compliance services. The
Audit Committee also approves in advance all engagements of Ernst & Young LLP
for audit-related, tax and other services.

The following table reflects fees billed by Grant Thornton LLP and
Ernst & Young LLP for services rendered to the company and its subsidiaries in
2005 and 2004:

Nature of Services 2005 2004
----------------------------------------------------------------------- ------------------- -------------------

Grant Thornton LLP:

Audit fees - $ 262,000 $ -
For audit of our 2005 annual financial statements , audit of
internal control over financial reporting (in 2005), and review
of financial statements included in our Forms 10-Q for the
periods ended March 31, June 30 and September 30, 2005

Audit-related fees - 24,000 -
For services related to business acquisitions in 2005

All other fees - (none in 2005 or 2004) - -

Ernst & Young LLP:

Audit fees - 140,000 224,000
For review of financial statements included in our Forms 10-Q
for the periods ended March 31 and June 30, 2005, and
late/additional billings for audit services provided in 2004;
and for audit of our 2004 annual financial statements and audit
of internal control over financial reporting (in 2004)

Nature of Services 2005 2004
----------------------------------------------------------------------- ------------------- -------------------

Audit-related fees - 40,000 174,000
For services related to business acquisitions, accounting
consultations, SEC registration statements, and audit of the
company's 401(k) plan (in 2004)

Tax fees - 130,000 115,000
For tax compliance, tax advice, and tax planning

All other fees - (none in 2005 or 2004) - -

Grant Thornton LLP has advised us that neither it nor any member
thereof has any financial interest, direct or indirect, in the company or any of
its subsidiaries in any capacity.

Representatives of Grant Thornton LLP are expected to be available at
the annual meeting, will have the opportunity to make a statement if they so
desire, and are expected to be available to respond to appropriate questions.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is responsible for monitoring the integrity of the
company's consolidated financial statements, the company's system of internal
controls, the company's risk management, and the qualifications and independence
of the company's independent registered public accounting firm. The activities
of the Audit Committee are governed by a written charter adopted by the Board of
Directors.

Management has the primary responsibility for the financial reporting
process, including the system of internal controls, for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles and for the report on the company's internal control over
financial reporting. The independent auditors are responsible for planning and
carrying out a proper audit of the company's consolidated financial statements,
expressing an opinion as to their conformity with generally accepted accounting
principles and attesting to management's assessment of the effectiveness of
internal control over financial reporting. Members of the Audit Committee are
not professionally engaged in the practice of auditing or accounting and are not
full time employees of the company.

In fulfilling our oversight responsibilities, among other things, we
reviewed and discussed with management and the independent auditors each of the
unaudited quarterly financial statements and the audited financial statements
included in our Annual Report. As part of each review, we discussed with
management the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.

The independent auditors are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles. We reviewed with the independent auditors their judgments
as to the quality, not just the acceptability, of the company's accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. The Audit Committee has also discussed
with the independent auditors the matters required to be discussed by Statement
of Auditing Standards No. 61, "Communications with Audit Committees," as
currently in effect. In addition, we have received

the written disclosures and the letter from the independent auditors required by
the Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and we discussed with the independent auditors their
independence.

We discussed with the company's independent auditors the overall scope
and plans for the audit. We met with the independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the company's internal controls, and the overall quality of the
company's financial reporting. The committee held six meetings during fiscal
2005.

Based on the reviews and discussions referred to above, we recommended
to the Board of Directors, and the Board has approved, that the audited
financial statements be included in the Annual Report on Form 10-K for the year
ended December 31, 2005, for filing with the Securities and Exchange Commission.

Audit Committee

Stephen R. Blank
W. Michael Gilley
Peter J. Weidhorn

OTHER MATTERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of the copies of the forms in its possession,
and on written representations from certain reporting persons, the company
believes that during 2005 all of its executive officers and directors filed the
reports required under Section 16(a) of the Securities Exchange Act of 1934 on a
timely basis.

PROPOSALS OF SHAREHOLDERS FOR 2007 ANNUAL MEETING

Any proposals by holders of common shares for inclusion in proxy
solicitation material for the next annual meeting must be received at the BNP
Residential Properties, Inc. executive offices no later than December 13, 2006,
which is 120 days prior to the date of our 2006 proxy statement. However, if we
hold our 2007 annual meeting before April 18 or after June 17, shareholders must
submit proposals for inclusion in our 2007 proxy statement within a reasonable
time before we begin to print our proxy materials.

If a common shareholder wishes to present a proposal at the 2007 annual
meeting, whether or not the proposal is intended to be included in the 2007
proxy material, our bylaws require that the shareholder give advance written
notice to the secretary of the company by February 17, 2007, which is 90 days
prior to the anniversary of our 2006 annual meeting.

If a shareholder is permitted to present a proposal at the 2007 annual
meeting but the proposal was not included in the 2007 proxy material, we believe
that our proxy holder would have the discretionary authority expected to be
granted by the proxy card (and as permitted under SEC rules) to vote on the
proposal if the proposal was received after February 27, 2007, which is 45
calendar days prior to the anniversary of the mailing of this proxy statement.

STOCK PRICE PERFORMANCE GRAPH

The following stock price performance graph compares the company's
performance to the S&P 500 and the index of equity REITs prepared by the
National Association of Real Estate Investment Trusts ("NAREIT") for the last
five years. The stock price performance graph assumes an initial investment on
December 31, 2000, of $100 in BNP Residential Properties, Inc. and the two
indexes, and further assumes the reinvestment of all dividends.

Equity REITs are defined as those that derive more than 75% of their
income from equity investments in real estate assets. The NAREIT equity index
includes all tax qualified real estate investment trusts listed on the New York
Stock Exchange, American Stock Exchange and NASDAQ National Market System. Stock
price performance is not necessarily indicative of future results.

[OBJECT OMITTED]

Data points:

12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
-------------------------------------------------------------------------------

BNP $100.00 $155.18 $170.46 $214.17 $320.41 $339.53
NAREIT 100.00 113.93 118.29 162.21 213.43 239.39
S&P 500 100.00 88.11 68.64 88.33 97.94 102.75

P R O X Y BNP RESIDENTIAL PROPERTIES, INC.

Proxy is Solicited on Behalf of the Board of Directors for the
Annual Meeting of Shareholders to be Held on May 18, 2006

The undersigned hereby:
o acknowledges receipt of the Notice of Annual Meeting of Shareholders
of BNP Residential Properties, Inc. to be held on May 18, 2006, and the
Proxy Statement in connection therewith;
o appoints D. Scott Wilkerson and Philip S. Payne (the "Proxies"), or either
of them, each with the power to appoint a substitute; and
o authorizes the Proxies to represent and vote, as designated below, all the
shares of common stock of BNP Residential Properties, Inc. held of record
by the undersigned on April 3, 2006, at such Annual Meeting and at any
adjournment(s) thereof.

The votes entitled to be cast by the undersigned will be cast as instructed
below. If this Proxy is executed but no instruction is given, the votes entitled
to be cast by the undersigned will be cast "FOR" the nominees for directors and
in the discretion of the Proxy holder on any other matter that may properly come
before the meeting or any adjournment or postponement thereof, unless otherwise
indicated.

1. ELECTION OF DIRECTORS
( )FOR all nominees ( )WITHHOLD AUTHORITY to vote
(except as indicated to the contrary below) for all nominees
NOMINEES: W. Michael Gilley, Peter J. Weidhorn
Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.

__________________________________________________________________________

2. OTHER BUSINESS: In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting or any
adjournments. ( )AUTHORITY GRANTED ( )WITHHOLD AUTHORITY

Dated _________________, 2006 ______________________________________

______________________________________
Please sign exactly as your name appears
hereon. When signing on behalf of a
corporation, partnership, estate, trust or
in any other representative capacity, please
sign your name and title. For joint
accounts, each joint owner must sign.

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE TO ENSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT WHETHER YOU OWN
FEW OR MANY SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO
ADDITIONAL EXPENSE.