As filed with the Securities and Exchange Commission on July 6, 2005.
File No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
 -------------------------------------------------------------------------------

                        BNP RESIDENTIAL PROPERTIES, INC.
               (Exact Name of Issuer as Specified in its Charter)

        Maryland                                              56-1574675
  (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                          Identification Number)

                        301 S. College Street, Suite 3850
                         Charlotte, North Carolina 28202
                            Telephone: (704) 944-0100
              (Address, including zip code, and telephone number of
                          Principal Executive Offices)

            Amended and Restated 1994 Stock Option and Incentive Plan
                            (Full Title of the Plan)

                                              With Copies to:
Eric S. Rohm                                  Robert H. Bergdolt, Esq.
Vice President, General Counsel and Secretary DLA Piper Rudnick Gray Cary US LLP
BNP Residential Properties, Inc.              4700 Six Forks Road, Suite 200
301 S. College Street, Suite 3850             Raleigh, North Carolina  27609
Charlotte, North Carolina 28202               (919) 786-2000
 (704) 944-0100


            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================== =================== ==================== ======================= =======================
                                                            Proposed           Proposed Maximum
         Title of Shares              Amount To Be      Maximum Offering      Aggregate Offering          Amount of
        To Be Registered               Registered      Price Per Share (2)        Price (2)          Registration Fee (2)
---------------------------------- ------------------- -------------------- ----------------------- -----------------------
<S>                                <C>                    <C>                 <C>                       <C>
Common Shares of Beneficial         690,000 (1)            $16.00              $11,040,000               $1,300
Interest, par value $0.01 per
share
================================== =================== ==================== ======================= =======================
<FN>
(1) Plus such  additional  number of shares as may be  required by reason of the
anti-dilution  provisions  of the Amended  and  Restated  1994 Stock  Option and
Incentive Plan. An aggregate of 1,260,000  shares of common stock may be offered
or issued  pursuant to the Amended and Restated  1994 Stock Option and Incentive
Plan,  570,000  of  which  were  previously  registered  on Form S-8  (File  No.
333-119623) and 690,000 of which are registered on this Form S-8.

(2) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule  457(c) and (h) of the  Securities  Act of 1933.  The  proposed  maximum
offering  price per share,  proposed  maximum  aggregate  offering price and the
amount  of the  registration  fee are based on the  average  of the high and low
prices of BNP  Residential  Properties,  Inc.'s  common stock as reported on the
American Stock Exchange on July 1, 2005.
</FN>
</TABLE>
                            _________________________


                                       2
<PAGE>


           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     (a) The documents  constituting Part I of this Registration  Statement will
be sent or given to  participants  in the Plan as  specified  by Rule  428(b)(1)
under the Securities Act of 1933, as amended.

     (b) Upon written or oral request, the Company will provide, without charge,
the  documents  incorporated  by  reference  in  Item  3  of  Part  II  of  this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section 10(a) prospectus.  The Company will also provide,  without charge,  upon
written or oral request,  other documents  required to be delivered to employees
pursuant to Rule 428(b). Requests for the above-mentioned  information should be
directed  to Eric S. Rohm at the address  and  telephone  number on the cover of
this Registration Statement.

             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated herein by reference and are deemed to be a
part hereof from the date of the filing of such documents:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2004;

     (2) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2004;

     (3) The description of Common Stock contained in the Company's Registration
Statement  filed under Section 12 of the Exchange Act,  including all amendments
or reports filed for the purpose of updating such description; and

     (4) All other  documents  subsequently  filed by the  Company  pursuant  to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement  contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration  Statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which  also is,  or is  deemed  to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.  Not applicable.

                                       3
<PAGE>

Item 5.  Interests of Named Experts and Counsel.  Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Maryland  corporation  law and our  charter  exculpate  each  director  and
officer in actions by the company or by stockholders in derivative  actions from
liability  unless the  director  or officer has  received  an improper  personal
benefit  in  money,  property  or  service  or  he  has  acted  dishonestly,  as
established by a final judgment of a court.

     Our charter  also  provides  that the company  will  indemnify a present or
former  director or officer  against  expense or  liability  in an action to the
fullest extent permitted by Maryland law.  Maryland law permits a corporation to
indemnify its present and former directors and officers,  among others,  against
judgments,  penalties,  fines, settlements and reasonable expenses they incur in
connection  with any  proceeding  to which  they  are a party  because  of their
service as an officer, director or other similar capacity. However, Maryland law
prohibits  indemnification  if a court establishes that: (i) the act or omission
of the  director  or  officer  was  material  to the matter  giving  rise to the
proceeding  and was  committed  in bad faith or was the  result  of  active  and
deliberate  dishonesty;  (ii) the  director  or  officer  actually  received  an
improper personal benefit in money,  property or services;  or (iii) in the case
of any  criminal  proceeding,  the director or officer had  reasonable  cause to
believe  that  the  act  or  omission  was   unlawful.   The   exculpation   and
indemnification  provisions  in the  charter  have been  adopted to help  induce
qualified  individuals to agree to serve on behalf of the company by providing a
degree of protection from liability for alleged mistakes in making decisions and
taking  actions.  You should be aware,  however,  that these  provisions  in our
charter  and  Maryland  law give you a more  limited  right of  action  than you
otherwise  would have in the  absence  of such  provisions.  We also  maintain a
policy  of  directors  and  officers   liability   insurance   covering  certain
liabilities  incurred  by our  directors  and  officers in  connection  with the
performance of their duties.

Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits.

         See Exhibit Index, which is incorporated here by reference.

Item 9.  Undertakings.

         (a) The undersigned Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
                        10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                        arising after the


                                       4
<PAGE>

                        effective date of the registration
                        statement (or the most recent post-effective amendment
                        thereof) which, individually or in the aggregate,
                        represent a fundamental change in the information set
                        forth in the registration statement. Notwithstanding
                        the foregoing, any increase or decrease in the volume
                        of securities offered (if the total dollar value of
                        securities offered would not exceed that which was
                        registered) and any deviation from the low or high
                        and of the estimated maximum offering range may be
                        reflected in the form of prospectus filed with the
                        Securities and Exchange Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume
                        and price represent no more than 20 percent change in
                        the maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and

                           (iii) To include any material information with
                        respect to the plan of distribution not previously
                        disclosed in the registration statement or any material
                        change in such information in the registration
                        statement.

     Provided,  however,  that paragraphs  (a)(l)(i) and (a)(l)(ii) above do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

     (b)  The  undersigned  issuer  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company  pursuant to Item 6 of this Part II, or  otherwise,  the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling

                                       5
<PAGE>


person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                         (signatures on following page)



                                       6
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Charlotte, State of North Carolina, on the 6th day of
July, 2005.


                                       BNP RESIDENTIAL PROPERTIES, INC.


                                       /s/ D. Scott Wilkerson
                                       D. Scott Wilkerson
                                       President and Chief Executive Officer


     POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned
officers and directors of BNP  Residential  Properties,  Inc.  hereby  severally
constitute D. Scott Wilkerson and Philip S. Payne, and each of them singly,  our
true and lawful  attorney with full power to them,  and each of them singly,  to
sign for us and in our names in the capacities indicated below, the registration
statement  filed  herewith  and  any  and all  amendments  to said  registration
statement,  and generally to do all such things in our names and our  capacities
as officers and directors to enable BNP Residential  Properties,  Inc. to comply
with the provisions of the Securities Act of 1933, and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signature as they may be signed by our said  attorneys,  or any of them, to said
registration statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Name                                     Title                                    Date

<S>                                     <C>                                      <C>
/s/ Philip S. Payne                      Chairman of the Board, Director and      July 6, 2005
Philip S. Payne                          Chief Financial Officer


/s/ D. Scott Wilkerson                   President and Chief Executive Officer    July 6, 2005
D. Scott Wilkerson                       and Director


/s/ Stephen R. Blank                     Director                                 July 6, 2005
Stephen R. Blank


/s/ Paul G. Chrysson                     Director                                 July 6, 2005
Paul G. Chrysson
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>

Name                                     Title                                    Date

<S>                                     <C>                                      <C>
/s/ W. Michael Gilley                    Director                                 July 6, 2005
W. Michael Gilley


/s/ Peter J. Weidhorn                    Director                                 July 6, 2005
Peter J. Weidhorn


/s/ Pamela B. Bruno                      Vice-President, Treasurer and Chief      July 6, 2005
Pamela B. Bruno                          Accounting Officer

</TABLE>

                                       8
<PAGE>








                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

Exhibit No.                Description

4.1*              Amended and Restated Articles of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Current Report on Form 8-K filed by the Company on March 23,
                  1999)

4.2*              Articles Supplementary Classifying and Designating 909,090
                  Shares of the Series B Cumulative Convertible Preferred
                  Stock (incorporated by reference from Exhibit 3.1 to the
                  Company's Current Report on Form 8-K filed by the Company
                  on January 11, 2002)

4.3*              Amended and Restated By-laws of the Company (incorporated by
                  reference from Exhibit 3.1 to the Company's Current
                  Report on Form 8-K filed by the Company on July 14, 2004)

5                 Opinion of DLA Piper Rudnick Gray Cary US LLP

23.1              Consent of DLA Piper Rudnick Gray Cary US LLP (included in
                  Exhibit 5)

23.2              Consent of Ernst & Young LLP, an independent registered
                  public accounting firm

23.3              Consent of Ernst & Young LLP, an independent auditor

23.4              Consent of Reznick Fedder & Silverman, an independent auditor

23.5              Consent of Sharrard, McGee & Co., P.A., an independent auditor

24                Power of Attorney (included as part of signature page)

99.1*             Amended and Restated 1994 Stock Option and Incentive Plan
                  (incorporated by reference from Exhibit 10.1 to the Company's
                  Current Report on Form 8-K filed by the Company on May 31,
                  2005)

* incorporated herein by reference

                                       9
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8-0705.txt", "description": "FORM S08", "secsgml_size_bytes": 19760}]
{"company-data": {"conformed-name": "BNP RESIDENTIAL PROPERTIES INC", "cik": "0000812150", "assigned-sic": "6798", "irs-number": "561574675", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126426", "film-number": "05941507"}, "business-address": {"street1": "C/O BODDIE NOELL PROPERTIES INC", "street2": "3850 ONE FIRST UNION CENTER", "city": "CHARLOTTE", "state": "NC", "zip": "28202", "phone": "7049440100"}, "mail-address": {"street1": "3850 ONE FIRST UNION CENTER", "city": "CHARLOTTE", "state": "NC", "zip": "28202"}, "former-company": [{"former-conformed-name": "BODDIE NOELL PROPERTIES INC", "date-changed": "19941020"}, {"former-conformed-name": "BODDIE NOELL RESTAURANT PROPERTIES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on July 6, 2005.
File No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
 -------------------------------------------------------------------------------

                        BNP RESIDENTIAL PROPERTIES, INC.
               (Exact Name of Issuer as Specified in its Charter)

        Maryland                                              56-1574675
  (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                          Identification Number)

                        301 S. College Street, Suite 3850
                         Charlotte, North Carolina 28202
                            Telephone: (704) 944-0100
              (Address, including zip code, and telephone number of
                          Principal Executive Offices)

            Amended and Restated 1994 Stock Option and Incentive Plan
                            (Full Title of the Plan)

                                              With Copies to:
Eric S. Rohm                                  Robert H. Bergdolt, Esq.
Vice President, General Counsel and Secretary DLA Piper Rudnick Gray Cary US LLP
BNP Residential Properties, Inc.              4700 Six Forks Road, Suite 200
301 S. College Street, Suite 3850             Raleigh, North Carolina  27609
Charlotte, North Carolina 28202               (919) 786-2000
 (704) 944-0100

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================== =================== ==================== ======================= =======================
                                                            Proposed           Proposed Maximum
         Title of Shares              Amount To Be      Maximum Offering      Aggregate Offering          Amount of
        To Be Registered               Registered      Price Per Share (2)        Price (2)          Registration Fee (2)
---------------------------------- ------------------- -------------------- ----------------------- -----------------------
Common Shares of Beneficial         690,000 (1)            $16.00              $11,040,000               $1,300
Interest, par value $0.01 per
share
================================== =================== ==================== ======================= =======================
(1) Plus such  additional  number of shares as may be  required by reason of the
anti-dilution  provisions  of the Amended  and  Restated  1994 Stock  Option and
Incentive Plan. An aggregate of 1,260,000  shares of common stock may be offered
or issued  pursuant to the Amended and Restated  1994 Stock Option and Incentive
Plan,  570,000  of  which  were  previously  registered  on Form S-8  (File  No.
333-119623) and 690,000 of which are registered on this Form S-8.

(2) Estimated  solely for purposes of calculating the  registration fee pursuant
to Rule  457(c) and (h) of the  Securities  Act of 1933.  The  proposed  maximum
offering  price per share,  proposed  maximum  aggregate  offering price and the
amount  of the  registration  fee are based on the  average  of the high and low
prices of BNP  Residential  Properties,  Inc.'s  common stock as reported on the
American Stock Exchange on July 1, 2005.
_________________________

                                       2
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     (a) The documents  constituting Part I of this Registration  Statement will
be sent or given to  participants  in the Plan as  specified  by Rule  428(b)(1)
under the Securities Act of 1933, as amended.

     (b) Upon written or oral request, the Company will provide, without charge,
the  documents  incorporated  by  reference  in  Item  3  of  Part  II  of  this
Registration  Statement.  The  documents  are  incorporated  by reference in the
Section 10(a) prospectus.  The Company will also provide,  without charge,  upon
written or oral request,  other documents  required to be delivered to employees
pursuant to Rule 428(b). Requests for the above-mentioned  information should be
directed  to Eric S. Rohm at the address  and  telephone  number on the cover of
this Registration Statement.

             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by the  Company  with the  Securities  and
Exchange  Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated herein by reference and are deemed to be a
part hereof from the date of the filing of such documents:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2004;

     (2) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2004;

     (3) The description of Common Stock contained in the Company's Registration
Statement  filed under Section 12 of the Exchange Act,  including all amendments
or reports filed for the purpose of updating such description; and

     (4) All other  documents  subsequently  filed by the  Company  pursuant  to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

     Any statement  contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration  Statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which  also is,  or is  deemed  to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.  Not applicable.

                                       3
Item 5.  Interests of Named Experts and Counsel.  Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Maryland  corporation  law and our  charter  exculpate  each  director  and
officer in actions by the company or by stockholders in derivative  actions from
liability  unless the  director  or officer has  received  an improper  personal
benefit  in  money,  property  or  service  or  he  has  acted  dishonestly,  as
established by a final judgment of a court.

     Our charter  also  provides  that the company  will  indemnify a present or
former  director or officer  against  expense or  liability  in an action to the
fullest extent permitted by Maryland law.  Maryland law permits a corporation to
indemnify its present and former directors and officers,  among others,  against
judgments,  penalties,  fines, settlements and reasonable expenses they incur in
connection  with any  proceeding  to which  they  are a party  because  of their
service as an officer, director or other similar capacity. However, Maryland law
prohibits  indemnification  if a court establishes that: (i) the act or omission
of the  director  or  officer  was  material  to the matter  giving  rise to the
proceeding  and was  committed  in bad faith or was the  result  of  active  and
deliberate  dishonesty;  (ii) the  director  or  officer  actually  received  an
improper personal benefit in money,  property or services;  or (iii) in the case
of any  criminal  proceeding,  the director or officer had  reasonable  cause to
believe  that  the  act  or  omission  was   unlawful.   The   exculpation   and
indemnification  provisions  in the  charter  have been  adopted to help  induce
qualified  individuals to agree to serve on behalf of the company by providing a
degree of protection from liability for alleged mistakes in making decisions and
taking  actions.  You should be aware,  however,  that these  provisions  in our
charter  and  Maryland  law give you a more  limited  right of  action  than you
otherwise  would have in the  absence  of such  provisions.  We also  maintain a
policy  of  directors  and  officers   liability   insurance   covering  certain
liabilities  incurred  by our  directors  and  officers in  connection  with the
performance of their duties.

Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits.

         See Exhibit Index, which is incorporated here by reference.

Item 9.  Undertakings.

         (a) The undersigned Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
                        10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                        arising after the

                                       4
effective date of the registration
                        statement (or the most recent post-effective amendment
                        thereof) which, individually or in the aggregate,
                        represent a fundamental change in the information set
                        forth in the registration statement. Notwithstanding
                        the foregoing, any increase or decrease in the volume
                        of securities offered (if the total dollar value of
                        securities offered would not exceed that which was
                        registered) and any deviation from the low or high
                        and of the estimated maximum offering range may be
                        reflected in the form of prospectus filed with the
                        Securities and Exchange Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume
                        and price represent no more than 20 percent change in
                        the maximum aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the effective
                        registration statement; and

                           (iii) To include any material information with
                        respect to the plan of distribution not previously
                        disclosed in the registration statement or any material
                        change in such information in the registration
                        statement.

     Provided,  however,  that paragraphs  (a)(l)(i) and (a)(l)(ii) above do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports  filed by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

     (b)  The  undersigned  issuer  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company  pursuant to Item 6 of this Part II, or  otherwise,  the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling

                                       5
person in connection  with the securities  being  registered,  the Company will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                         (signatures on following page)

                                       6
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Charlotte, State of North Carolina, on the 6th day of
July, 2005.

                                       BNP RESIDENTIAL PROPERTIES, INC.

                                       /s/ D. Scott Wilkerson
                                       D. Scott Wilkerson
                                       President and Chief Executive Officer

     POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned
officers and directors of BNP  Residential  Properties,  Inc.  hereby  severally
constitute D. Scott Wilkerson and Philip S. Payne, and each of them singly,  our
true and lawful  attorney with full power to them,  and each of them singly,  to
sign for us and in our names in the capacities indicated below, the registration
statement  filed  herewith  and  any  and all  amendments  to said  registration
statement,  and generally to do all such things in our names and our  capacities
as officers and directors to enable BNP Residential  Properties,  Inc. to comply
with the provisions of the Securities Act of 1933, and all  requirements  of the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signature as they may be signed by our said  attorneys,  or any of them, to said
registration statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Name                                     Title                                    Date
/s/ Philip S. Payne                      Chairman of the Board, Director and      July 6, 2005
Philip S. Payne                          Chief Financial Officer

/s/ D. Scott Wilkerson                   President and Chief Executive Officer    July 6, 2005
D. Scott Wilkerson                       and Director

/s/ Stephen R. Blank                     Director                                 July 6, 2005
Stephen R. Blank

/s/ Paul G. Chrysson                     Director                                 July 6, 2005
Paul G. Chrysson
7
Name                                     Title                                    Date
/s/ W. Michael Gilley                    Director                                 July 6, 2005
W. Michael Gilley

/s/ Peter J. Weidhorn                    Director                                 July 6, 2005
Peter J. Weidhorn

/s/ Pamela B. Bruno                      Vice-President, Treasurer and Chief      July 6, 2005
Pamela B. Bruno                          Accounting Officer
8
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

Exhibit No.                Description

4.1*              Amended and Restated Articles of Incorporation of the Company
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Current Report on Form 8-K filed by the Company on March 23,
                  1999)

4.2*              Articles Supplementary Classifying and Designating 909,090
                  Shares of the Series B Cumulative Convertible Preferred
                  Stock (incorporated by reference from Exhibit 3.1 to the
                  Company's Current Report on Form 8-K filed by the Company
                  on January 11, 2002)

4.3*              Amended and Restated By-laws of the Company (incorporated by
                  reference from Exhibit 3.1 to the Company's Current
                  Report on Form 8-K filed by the Company on July 14, 2004)

5                 Opinion of DLA Piper Rudnick Gray Cary US LLP

23.1              Consent of DLA Piper Rudnick Gray Cary US LLP (included in
                  Exhibit 5)

23.2              Consent of Ernst & Young LLP, an independent registered
                  public accounting firm

23.3              Consent of Ernst & Young LLP, an independent auditor

23.4              Consent of Reznick Fedder & Silverman, an independent auditor

23.5              Consent of Sharrard, McGee & Co., P.A., an independent auditor

24                Power of Attorney (included as part of signature page)

99.1*             Amended and Restated 1994 Stock Option and Incentive Plan
                  (incorporated by reference from Exhibit 10.1 to the Company's
                  Current Report on Form 8-K filed by the Company on May 31,
                  2005)

* incorporated herein by reference

                                       9