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)     December 21, 2006

                        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:  4

Item. 8.01 Other Events.

         At a meeting of stockholders held on December 21, 2006, the common
stockholders of BNP Residential Properties, Inc. ("BNP") voted in favor of the
proposed merger between BNP and Babcock & Brown Bravo Acquisition LLC, an
affiliate of the international investment and advisory firm Babcock & Brown

         On December 21, 2006, we issued a press release announcing the results
of the stockholders vote. 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 December 21, 2006, 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.

December 22, 2006                        /s/ Pamela B. Bruno
                                      Pamela B. Bruno
                                      Vice President, Treasurer and
                                      Chief Financial Officer