SecProbe.io

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      March 31, 2005

Mail Stop 0409 and FAX (704) 944-2039

Mr. Philip S. Payne
Chairman of the Board of Directors and Chief Financial Officer
301 S. College St., Suite 3850
Charlotte, NC 28202-6024

Re:	BNP Residential Properties, Inc.
	Form 10-K for the year ended 12/31/2004
	File No. 001-09496

Dear Mr. Philip S. Payne:

      We have reviewed your filing and have the following
comments.
We have limited our review to only the issues addressed below and
will make no further review of your documents.  As such, all
persons
who are responsible for the adequacy and accuracy of the
disclosure
are urged to be certain that they have included all information
required pursuant to the Securities Exchange Act of 1934.

      Where indicated, we think you should revise your document in
response to these comments in future filings.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Item 7.   Management`s Discussion and Analysis of Financial
Condition
and Results Of Operations.

Funds from Operations, pages 22 - 24
1. Tell us how you considered the guidance in Item 10(e) of
Regulation S-K when adjusting FFO to add back non-cash expense for
amortization and write-off of unamortized loan costs, less
recurring
capital expenditures to arrive at FAD.   Demonstrate the
usefulness
in adjusting for these recurring items.  Reference is made to
Question 8 of the Frequently Asked Questions Regarding the Use of
Non-GAAP Measures issued by the Commission.  In addition, clarify
how
you determined reconciling from FFO to arrive at FAD complied with
the requirements in Item 10(e)(1)(i)(B) of Regulation S-K.

Financial Statements and Notes

Note 11 - Subsequent Events, page 64
2. Clarify the nature of the economic interests you hold in the
limited partnerships associated with the Boddie Investment Company
acquisition.  Are there any voting rights associated with these
interests?  Tell us what accounting literature you are relying
upon
to determine whether you will consolidate these partnerships and
whether you considered the economic interests in the limited
partnerships to be potential variable interests under FIN 46(R).

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your proposed revisions that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please file your cover letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Wilson K. Lee, at (202) 824-5535 or me, at
(202)
942-1975 if you have questions.

						Sincerely,

Cicely Luckey
Senior Staff Accountant
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BNP Residential Properties, Inc.
March 31, 2005
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