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)     February 9, 2007

                        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))

Item 8.01 Other Events.

         On February 9, 2007, BNP Residential Properties, Inc. issued a press
release announcing our expectation to close the previously announced merger of
BNP with Babcock & Brown Bravo Acquisition LLC on February 28, 2007, and
declaring February 28, 2007, as the record date for determining payment of the
merger consideration and prorated special distribution in connection with such
merger. 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 February 9, 2007, 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.

February 13, 2007                          /s/ Pamela B. Bruno
                                        Pamela B. Bruno
                                        Vice President, Treasurer and
                                        Chief Financial Officer