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BNP Residential Properties, Inc.
                                                         301 S. College Street
                                                                    Suite 3850
                                                     Charlotte, NC  28202-6024
                                                           Tel: (704) 944-0100
                                                           Fax: (704) 944-2039
                                                       www.bnp-residential.com

Filed via EDGAR April 15, 2005

Attention:  Cicely Luckey, Senior Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
Washington, DC 20549

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

Gentlemen:

         This letter is provided in response to your comment letter dated March
31, 2005. Your questions, along with our responses, follow below.

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 requirement in
         Item 10(e)(1)(i)(B) of Regulation S-K.

Management's response:

         We first refer to Funds from operations ("FFO") and Funds available for
distribution ("FAD") in Item 6. Selected Financial Data and provide discussion
of

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definitions and qualifications regarding use of these measurements in Note 2
of that item. We cross-reference this discussion, beginning on page 13, and our
reconciliations, beginning on page 22, in both items.

         FFO and FAD are both non-GAAP financial measures that are commonly used
by management, sophisticated investors and analysts of real estate activities
and the REIT industry. FFO is clearly defined by the National Association of
Real Estate Investment Trusts ("NAREIT"), and our calculation of FFO is
consistent with FFO as defined by NAREIT. FAD, which is also frequently called
Adjusted FFO, AFFO, Cash available for distribution, or CAD, has not been
defined by NAREIT. We define and consistently calculate FAD by reference to FFO,
as FFO plus non-cash expense for amortization and write-off of unamortized loan
costs, less recurring capital expenditures, and so state in our discussion on
page 14.

         Management considers and uses FAD as a useful supplemental measure of
our ability to fund debt service, acquisitions and capital expenditures for
betterments, and distributions to our shareholders and minority unitholders. We
think of and use FFO as a supplemental measure of operating performance that
excludes the significant non-cash charge for historical cost depreciation
related to real estate investments. We think of and use FAD as a supplemental
measurement of cash flow that further excludes from FFO the non-cash charges
related to deferred loan costs, but deducts our expenditures for recurring
capital expenditures. We believe that funding of recurring capital expenditures
is critical to the long-term success of our apartment operations, and that
management should consider these investing activity expenditures as "ahead" of
distributions to our shareholders and minority unitholders in prioritizing our
use of available funds.

         We believe that Income (loss) before minority interest is the most
directly comparable GAAP financial measure in calculating and understanding FFO.
We therefore begin with a reconciliation of Income (loss) before minority
interest to FFO in our reconciliation and discussion of FFO and FAD beginning on
page 22. We believe that Net cash provided by operating activities is the most
directly comparable GAAP financial measure in understanding FAD. We believe
that, because we define and calculate FAD by reference to FFO, the next logical
step in the discussion is to reconcile FFO to FAD, followed by a reconciliation
of FAD to Net cash provided by operating activities.

         We have not adjusted FFO or FAD to eliminate or smooth items identified
as non-recurring; nor have we adjusted FFO or FAD for recurring items in an
attempt to smooth earnings. We believe that the reconciling items used in
comparing FFO and FAD to their respective most directly comparable GAAP
financial measures are appropriate in making these supplemental measurements and
have been consistently applied.

         We believe that we have appropriately considered and complied with the
guidance in Item 10(e) of Regulation S-K and Question 8 of the Frequently Asked
Questions Regarding the Use of Non-GAAP Measures in our disclosures and
discussions

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of both FFO and FAD, and that we have demonstrated the usefulness in
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.
We have made a conscious effort to:
   o     Present, with equal or greater prominence, the most directly comparable
         financial measures calculated and presented in accordance with GAAP;
   o     Reconcile the differences between FFO and FAD with Income (loss) before
         minority interest and Net cash provided by operating activities,
         respectively;
   o     Explain why management believes that FFO and FAD provide useful
         information to management and investors;
   o     Avoid excluding charges or liabilities requiring cash settlement;
   o     Avoid adjusting FFO or FAD to eliminate or smooth items identified as
         non-recurring, infrequent or unusual, that could reasonably recur
         within two years;
   o     Avoid adjusting FFO or FAD to eliminate or smooth items identified
         as recurring;
   o     Exclude non-GAAP financial measures on the face of our financial
         statements or in the accompanying notes; and
   o     Avoid titles or descriptions that might be confusingly similar to
         titles or descriptions used for GAAP financial measures.

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).

Management's response:

         In conjunction with our acquisition of Boddie Investment Company
("BIC") in January 2005, we acquired the following economic interests in the
three limited partnerships:

   o     Marina Shores Associates One Limited Partnership - we acquired a 50%
         economic interest in the net assets and net income (loss) as general
         partner of the partnership, subject to certain priority distributions
         to the single limited partner (which were subsequently satisfied and
         ended within days of our acquisition of BIC). We are the sole general
         partner and, based on the terms of the partnership agreement, control
         the activities of the partnership. The single limited partner has no
         kick-out rights and no substantive participating rights in decision
         making.

   o     The Villages of Chapel Hill Limited Partnership - we acquired a 1%
         economic interest in the net assets and net income (loss) as general
         partner of the

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         partnership. We are the sole general partner and, based on the terms
         of the partnership agreement, control the activities of the
         partnership. The limited partners (approximately 60 persons) do not
         have substantive kick-out rights as defined by paragraph B20 of FIN
         46(R), and do not have substantive participating rights as defined by
         EITF 96-16. In addition, we acquired approximately $1.2 million in
         amounts receivable from The Villages for operating advances and
         accrued interest thereon.

   o     The Villages of Chapel Hill - Phase 5 Limited Partnership - we acquired
         a 1% economic interest in the net assets and net income (loss) as
         general partner of the partnership. We are the sole general partner
         and, based on the terms of the partnership agreement, control the
         activities of the partnership. The limited partners (approximately 40
         persons, a number of whom also have limited partner interests in The
         Villages partnership) do not have substantive kick-out rights as
         defined by paragraph B20 of FIN 46(R), and do not have substantive
         participating rights as defined by EITF 96-16.

         We have not completed our evaluation of this acquisition to determine
whether consolidation of one or more of these partnerships will be required. In
making these determinations, we are relying primarily on FIN 46(R) and ARB 51.
In addition, we are considering the tentative conclusions of the EITF with
regard to EITF Issue No. 04-5.

         Our tentative determination, subject to concurrency by our independent
auditor, is that we will likely consolidate all three of these partnerships in
our financial statements for the first quarter of 2005. We expect to finalize
our determination with regard to consolidation of these partnerships prior to
completion of our first quarter 2005 financial reporting.

                                     * * * *

         We acknowledge that

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

   o     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

   o     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.

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         I hope that the above discussion is helpful and responsive to your
comments. I welcome any further questions you may have. Please feel free to call
me directly at 704/944-2030.

Sincerely,

/s/ Pamela B. Bruno

Pamela B. Bruno
Vice President - Treasurer and
Chief Accounting Officer

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