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) May 3, 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 ------------------- N/A - ------------------------------------------------------------------------------- (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 2.02 Results of Operations and Financial Condition On May 3, 2006, BNP Residential Properties, Inc. issued a press release announcing the results of operations and financial condition of the company as of and for the quarter ended March 31, 2006. A copy of this press release is included as Exhibit 99.1 to this report. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated May 3, 2006, "BNP Residential Properties, Inc. Announces Operating Results for First Quarter 2006" 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) May 4, 2006 by: /s/ Pamela B. Bruno ----------------------------------- Pamela B. Bruno Vice President, Treasurer and Chief Financial Officer 2